Notice of AGM and prelims

Physiomics PLC
07 December 2006


PHYSIOMICS PLC

Results for the year ended 30th June 2006


Physiomics plc ('the Company'), a company principally engaged in providing
services to pharmaceutical companies in the areas of outsourced systems and
computational biology is pleased to announce its audited preliminary results for
the year ended 30 June 2006.


Chairman's Statement

Physiomics has been through an eventful year in which there has been good
progress in the continuing development of our patented System Cell TM technology
and software. We believe that the enhancement of virtual cancer cell and its
ability to predict the nature of drug interactions will prove attractive to a
number of companies that have oncology programmes including several global
players in this sector. We are also negotiating a deal to provide access to the
High Performance Computer, at a UK University in order to assist in the process
of developing our model.

During the year we have continued to advance our collaboration with Cyclacel Ltd
and continue to provide support to their drug discovery activities. We also hope
to renew our contract with Cronos (now ValiRX plc) to facilitate the delivery of
products from their unique GenelCE technology. In addition, we were recently
selected to join a multi-disciplinary major European research programme called '
TEMPO', which is to be co-ordinated by the Nationale Institut de la Sante et de
la Recherche Medicale. (This contract has since been finalised and work began on
the project in November). The research will examine the impact of circadian
rythems on the effective delivery of anti-cancer drugs to patients. This is a
matched funding programme over three years worth some Euro 252,500 to the
Company. Physiomics technology was selected as the modelling solution of choice,
establishing our credibility within the drug discovery/analysis field. We are
consequently optimistic that the attention that we receive from being party to
such a prestigious programme will lead to more collaborations in the future.

We continue to have discussions with a number of pharmaceutical companies to
assess how the Physiomics cell modelling technology can be used to enhance and
accelerate their discovery progammes. Despite this, actual sales achieved in the
past 12 months have been disappointing. Following a detailed strategic review,
the Company identified the need to secure a long term future for the Company on
a basis different from the current business model. One consequence was the
departure of our former Chief Executive Officer, Dr John Savin announced in
June.

On 1 September, we announced that our Chairman, David Evans, our Financial
Director, David Collins and David Fell a non-executive Director had stepped down
from their respective posts. The Board expressed it's gratitude for their
dedication and professionalism and wish them well. Professor David Fell
continues to lead the research team. John Pool has temporarily taken on the role
of Chairman. Edward Oliver has been appointed as our new Finance Director and
Duncan Lipscombe joins Paul Harper as a non-Executive Director. These board
changes were conditional on further funding being made available to the Company
and we announced at that time a placing to raise £428,841 as well as the
appointment of Seymour Pierce Ellis Limited as the Company's broker.

The new funds are being used to hire additional staff to accelerate the
development programme, to support our commercial activities and to progress M&A
opportunities which we consider to be an important part of the Company's
strategy.

The Directors believe that these changes have the potential to transform the
Company's prospects for the future and I look forward to announcing further
progress next year.


John Pool
Chairman
30th November 2006


Profit and Loss Account For the year ended
30th June 2006
                                                                                 2006                2005
                                                                                    £                   £

Turnover                                                                      113,110              204,695

Other operating expenses                                                     (599,318)            (645,140)
Other operating income
                                                                                    -                     -
                                                                              ________             ________
                                                                                               
Operating loss                                                               (486,208)            (440,445)

Interest receivable                                                             6,562                8,528
                                                                              ________             ________

Loss before tax                                                              (479,646)            (431,917)

Tax on loss on ordinary activities                                               (100)              50,074
                                                                              ________             ________

Loss transferred from reserves                                              (£479,746)            (381,843)
                                                                              ========            ========

Basic and diluted loss per share (pence)                                       (0.21p)              (0.19p)



All of the activities of the Company are classed as continuing.

The Company has no recognised gains or losses other than the results for the
year as set out above.

The accompanying accounting policies and notes form an integral part of these
financial statements.


Balance Sheet
As at 30th June 2006

                                                                               2006                 2005
                                                                                  £                    £
Fixed Assets
Intangible assets                                                            48,820               53,463
Tangible assets                                                              15,081               24,924
Investments                                                                       1                    1
                                                                           ________             ________
                                                                             63,902               78,388
                                                                           ________             ________
Current Assets
Debtors                                                                      56,168              154,505
Cash at bank                                                                 26,336              294,908
                                                                           ________             ________
                                                                             82,504              449,413

Creditors: amounts falling due within one year                            (212,652)            (114,302)
                                                                           ________             ________

Net current assets / (liabilities)                                        (130,148)              335,111
                                                                           ________             ________

Total assets / (liabilities)                                               (66,246)              413,499
                                                                           ========             ========

Capital and reserves
Called up share capital                                                     92,810                92,810
Share premium account                                                    1,329,022             1,329,022
Profit and loss account                                                 (1,488,078)           (1,008,333)
                                                                           ________             ________

Shareholders' funds                                                        (66,246)              413,499
                                                                           ========             ========


Cash Flow Statement
For the year ended 30th June 2006

                                                                               2006                 2005
                                                     Note                         £                    £

Net cash flow from operating activities                                   (309,204)            (447,066)
Returns on investments and servicing of finance
Interest received                                                            6,562                8,528
                                                                           ________             ________
Net cash inflow from returns on investments and servicing of
finance                                                                      6,562                8,528

Taxation                                                                    36,197               18,777

Capital expenditure
Purchase of tangible fixed assets                                           (2,127)             (18,503)
                                                                           ________             ________

Net cash outflow from capital expenditure                                   (2,127)             (18,503)
                                                                           ________             ________

Net cash flow before financing                                            (268,572)            (438,264)

Financing
Issue of shares                                                                   -             724,485
Net inflow from related parties                                                   -                   -
                                                                           ________             ________

Net cash inflow from financing                                                    -             724,485
                                                                           ________             ________

(Decrease)/Increase in cash                                               (268,572)             286,221
                                                                           ========             ========


Notes

1. The financial information set out in this announcement does not constitute
the Group's statutory accounts for the period ended 30 June 2006 but is derived
from those accounts. Statutory accounts for the period will be delivered to
Companies House following the Group's Annual General Meeting. The Group's
auditors have reported on these accounts; their report was unqualified and did
not contain statements under section 237(2) or (3) of the Companies Act 1985.

2. The full audited accounts of Physiomics plc for the year ended 30 June 2006
and Notice of the Annual General Meeting are today being posted to shareholders
on and will be available for a period of one month to the public at the
Company's registered office, The Magdalen Centre, Robert Robinson Avenue, Oxford
Science Park, Oxford, OX4 4GA.

3. The Annual General Meeting will be held at The Studio, High Green, Great 
Shelford, Cambridge, CB2 5EG on 29 December 2006 at 11.30am.


For more information please contact:

Edward Oliver, Finance Director
Physiomics plc                                          Telephone: [phone]



NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the sixth Annual general Meeting (AGM) of Physiomics
plc (the Company) will be held at 11.30 on Friday 29 December 2006, at The
Studio, High Green, Great Shelford, Cambridge, CB2 5EG for the following
purposes:


ORDINARY BUSINESS

To consider and, if thought fit, pass the following ordinary resolutions:
     
1.   To receive and adopt the Directors' Report and Financial Statements for 
     the year ended 30 June 2006.

2.   To receive and adopt the Remuneration Committee report for the year
     ended 30 June 2006.
          
3.   (a)  To elect Mr Duncan Lipscombe who was appointed a Director of the 
          Company since the last meeting and who being eligible, offers himself 
          for election as Director.
          
     (b)  To elect Mr Edward Oliver who was appointed a Director of theCompany
          since the last meeting and who being eligible, offers himself for 
          election as Director.
     
4.   To re-elect Dr Paul Harper who retires by rotation under Sections 76 and 77 
     of the Articles of Association, and who being eligible, offers himself
     for re-election as Director.

5.   To confirm the appointment of Shipleys LLP as auditors of the Company to 
     hold office until the conclusion of the next AGM at which accounts are laid      
     before the Company and to authorize the Directors to fix their 
     remuneration.


SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolutions:

Ordinary resolution - power to allot securities
     
6.   That the Directors be and they are generally and unconditionally authorized 
     for the purpose of section 80 of the Companies Act 1985 (the Act) to
     exercise all the powers of the Company to allot relevant securities (within 
     the meaning of that section) up to an aggregate nominal amount of 
     £1,430,000 provided that this authority is for a period expiring at the 
     Company's next AGM but the Company may before such expiry make an offer or 
     agreement which would or might require relevant securities to be allotted 
     after such expiry and the Directors may allot relevant securities in 
     pursuance of such offer or agreement notwithstanding that the authority 
     conferred by this resolution has expired. This authority is in substitution 
     for all earlier authorities, to the extent unused.


Special resolution - disapplication of pre-exemption rights
     
7.   That subject to the passing of the previous resolution the Directors be and 
     they are empowered in accordance with section 95 of the Act to allot equity 
     securities (as defined in section 94 of the Act) wholly for cash pursuant
     to the authority conferred by the previous resolution as if section 89 (1) 
     of the Act did not apply to any such allotment, provided that this power 
     shall be limited to the allotment of equity securities:
          
     (a)  in connection with an offer of such securities by way of rights to
          holders of ordinary shares in proportion (as nearly as may be 
          practicable) to their respective holdings of such shares, but subject 
          to such exclusions or other arrangements as the Directors may deem 
          necessary or expedient in relation to fractional entitlements or any 
          legal or practical problems under the laws of any territory, or the 
          requirements of any regulatory body or stock exchange; and
          
     (b)  otherwise than pursuant to sub-paragraph (a) above up to an
          aggregate nominal amount of £1,430,000,

          and shall expire on the conclusion of the next AGM of the Company 
          after the passing of this resolution, save that the Company may before 
          such expiry, make an offer or agreement which would or might require 
          equity securities to be allotted after such expiry and the Directors 
          may allot equity securities of any such offer or agreement 
          notwithstanding that the power conferred by this resolution has 
          expired.


By order of the Board


EDWARD OLIVER
Company Secretary
30th November 2006


NOTES
     
1.   Any member entitled to attend and vote at the AGM is entitled to appoint 
     one or more proxies (who need not be a member of the Company) to attend
     and, on a poll, vote instead of the member. Completion and return of a form 
     of proxy will not preclude a member from attending and voting at the 
     meeting in person, should he subsequently decide to do so.
     
2.   In order to be valid, any form of proxy, power of attorney or other 
     authority under which it is signed, or a notarially certified or office 
     copy of such power or authority, must reach the Company's Registrars, 
     Capita Registrars (Proxies), PO Box 25, Beckenham, Kent BR3 4BR.
     
3.   As permitted by Regulation 41 of the Uncertificated Securities Regulations 
     2001, shareholders who hold shares in uncertificated form must be entered 
     on the Company's share register at 10am on 30th November 2006 in order to 
     be entitled to attend and vote at the AGM. Such shareholders may only cast
     votes in respect of shares held at such time. Changes to entries on the 
     relevant register after that time shall be disregarded in determining the 
     rights of any person to attend or vote at the meeting.
     
4.   Copies of the service contracts of each of the Directors, and the register 
     of Director' interests in shares of the Company kept pursuant to section 
     325 of the Act will be available for inspection at the registered office
     of the Company during usual business hours on any weekday (Saturdays and 
     public holidays excluded) from the date of this  notice until the date of 
     the AGM and at the place of the AGM from at least 15 minutes prior to and 
     until the conclusion of the AGM.




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