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REG - Aptamer Group PLC - Full Year Results for the 12mths to 30 June 2025

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RNS Number : 1810D  Aptamer Group PLC  14 October 2025

 

 

 

14 October 2025

Aptamer Group plc

 

("Aptamer", the "Company" or the "Group")

 
Full year results for the twelve months ended 30 June 2025

 

Significant commercial progress, expanded licensing portfolio, and
strengthened financial position

 

Aptamer Group plc (AIM: APTA), the developer of next-generation synthetic
binders delivering innovation to the life sciences industry, today announces
its full year results for the twelve months ended 30 June 2025 (the "Period").

 

Strategic milestone delivery

·      Increased commercial traction over the year, resulting in a 40%
increase in revenue for the period, including repeat business with multiple
top 20 pharmaceutical companies.

·      Successfully expanded licensing portfolio, increasing the number
of developed Optimer® assets with licensing potential, from four to eleven
over the period, demonstrating robust technical productivity.

·      Royalty agreement with Neuro-Bio on sales of Optimer®-based
clinical diagnostics for Alzheimer's disease with an attractive blended
royalty rate of 11.1% over the first £166 million and 5% thereafter.

·      Royalty agreement with the University of Glasgow for the use of
Optimers in vaccine adjuvants at 10% on all relevant sales, positioning the
Group to contribute to novel vaccine development initiatives.

·      Advanced negotiations underway with two separate partners on
licensing agreements for enzyme-modulating Optimer® assets, with signings
anticipated in the coming months.

·      Progression of partnership with Unilever to initial stages of
on-person testing, with agreement secured for the second Optimer®
development, validating commercial applications beyond life sciences.

·      Advanced fibrotic liver delivery vehicle with biomarker
discovery, validation of reversal of fibrotic scarring in lab-based tests, and
demonstrated multi-fibrotic targeting capabilities, supporting ongoing
negotiations with large pharmaceutical partners.

Financial summary

·      Revenue £1.20 million (2024: £0.86 million), representing a 40%
increase over the previous financial year and demonstrating accelerating
commercial traction.

·      Cash balance at 30 June 2025: £1.1 million (2024: £0.9
million).

·      Adjusted EBITDA loss of £2.2 million (2024: £2.8 million).

·      Administration expenses £2.9 million (2024: £3.2 million),
reflecting continued cost discipline.

·      £2.6 million net proceeds received from equity raising in August
2024, strengthening the Group's balance sheet.

Post-period developments

·      Successful completion of fundraising for £1.8 million (net) in
July 2025, further strengthening the Group's financial position to execute the
growth strategy.

·      Secured £675,000 in new contracts in Q1, delivering £1.0
million visibility for FY26, supported by a robust £3.4 million sales
pipeline.

·      Development contract secured with a top 3 pharma to develop
Optimers for targeted radiopharmaceuticals.

·      New discovery and development agreement signed with Invizius to
develop Optimer® therapeutics for the complement system for the treatment of
inflammatory diseases.

·      Launch of biomarker discovery service: introduced new biomarker
discovery service targeting the substantial US$62.4 billion global biomarker
discovery market, representing significant market opportunity expansion.

Commenting on the results, Arron Tolley, Chief Executive Officer of Aptamer
Group, said: "This has been a year of significant strategic progress for
Aptamer as we continued to expand the breadth and commercial reach of our
Optimer® platform. With a 40% increase in revenue and a growing base of
repeat business from leading pharmaceutical partners. Our technology is
gaining strong traction across life sciences and adjacent markets.

We have more than doubled Aptamer's portfolio of licensable Optimer® assets
from four to eleven, secured royalty-bearing agreements with Neuro-Bio and the
University of Glasgow, and a global life science conglomerate. Additionally,
we are in late-stage licensing negotiations for our enzyme-modulating assets,
with two separate partners, which are expected to sign in the coming months.
The expansion of our Unilever partnership, now including a second Optimer®
development programme, underlines the commercial strength and versatility of
our platform technology.

Looking ahead, the successful £1.8 million fundraising completed after
year-end provides the resources to accelerate our growth strategy, strengthen
in-house manufacturing, and advance high-value Optimer® programmes. With an
expanding pipeline, deepening commercial relationships, and a robust financial
position, we are well-placed to deliver long-term value for our shareholders."

Investor webinar

Dr Arron Tolley, Chief Executive Officer, and Andrew Rapson, Chief Financial
Officer will provide a live presentation relating to the full year results via
Investor Meet Company on Tuesday, 14 October 2025, 14:00 BST.

The presentation is open to all existing and potential shareholders. Questions
can be submitted at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet
Aptamer Group plc via:

https://www.investormeetcompany.com/aptamer-group-plc/register-investor
(https://www.investormeetcompany.com/aptamer-group-plc/register-investor)

Investors who already follow Aptamer Group plc on the Investor Meet Company
platform will automatically be invited.

- Ends -

 

For further information, please contact:

 

 Aptamer Group plc                                            +44 (0) 1904 217 404

 Arron Tolley
 SPARK Advisory Partners Limited - Nominated Adviser          +44 (0) 20 3368 3550

 Andrew Emmott
 Turner Pope Investments (TPI) Limited - Broker               +44 (0) 20 3657 0050

 James Pope / Andrew Thacker
 Northstar Communications                                     +44 (0) 113 730 3896

 Sarah Hollins

 
 

About Aptamer Group plc

 

Aptamer Group is a leading developer of next-generation synthetic binders
delivering innovation to the life sciences industry. The Group develops
Optimer® binders, advanced molecules that work like antibodies by attaching
to specific targets in the body. These binders are used in medicine,
diagnostic tests, and research tools, offering benefits like high stability,
reliable performance, and lower costs compared to traditional antibodies.

 

Aptamer operates a fee-for-service business in the US$210 billion market for
antibody alternatives, working with all top 10 global pharmaceutical
companies. It is also building valuable Optimer® assets with partners, aiming
for future licensing revenue.

 

Founded in 2008, the Group listed on the London Stock Exchange AIM market in
December 2021 and is headquartered in York, UK.

 

To register for news alerts by email go to
https://aptamergroup.com/investors/investor-news-email-alerts/

 

Chairman and Chief Executive Officer's statement

 

We are delighted to report a year of significant progress for Aptamer, marked
by strong revenue growth, substantial repeat business, and the successful
expansion of our Optimer® portfolio, which is now generating licensing
agreements for ongoing revenue streams.

 

Delivering on our strategic vision

 

Over the period, Aptamer has demonstrated significant progress, both in terms
of technical and financial development. We have seen a 40% increase in
revenue, validating our strategic approach and highlighting the accelerating
market adoption of our Optimer® technology by blue-chip pharmaceutical and
diagnostic companies. This growth has been driven by deepening relationships
with major pharmaceutical companies, several of whom have delivered repeat
custom during the year, having successfully trialled our products.

 

Notably, during the period, the Group secured a significant contract with a
top 5 pharmaceutical company for the discovery of Optimer® binders and the
development of an immunoassay. The discovery and development programme was
successfully completed during the financial year, with positive customer
feedback supporting progression to additional fee-for-service assay
development work post-period. This progression validates the performance of
our technology and highlights our ability to move projects through the entire
development pipeline in a timely manner. Crucially, the Group has retained
intellectual property ownership of these binders, positioning us for potential
future licensing revenues.

 

During the period, the Group also signed a sizeable contract with a
biopharmaceutical company to deliver Optimers for therapeutic monitoring,
which has already yielded positive results where a previous aptamer
development company was unsuccessful. Furthermore, we entered into a new
development and licensing partnership with a major multinational conglomerate
for Optimer®-Fc, a field where the Group continues to see high demand for our
binders. When completed, the developed Optimer®-Fc reagent is anticipated to
be incorporated into commercial IHC kits, with a product launch expected
within the current calendar year, adding another stream of passive income into
our asset portfolio.

 

Our continued focus on operational efficiency has allowed us to drive revenue
growth while maintaining cost discipline, positioning the Group for improved
operational leverage as we scale the business. Combined with our strengthened
cash position of £1.1 million at year-end and successful £1.8 million (net)
equity raise in July 2025, this provides robust financial flexibility to
accelerate our high-value strategic initiatives.

 

Significant portfolio expansion of licensable assets

 

Our strategic focus on generating predictable and recurring revenue through
licensing and royalty-bearing agreements has begun to deliver tangible
results. We have expanded the Group's portfolio of Optimer® assets, which
have licensing potential from four to eleven, across a balanced portfolio of
research reagents, diagnostic tools, and therapeutic molecules. This
diversified asset portfolio is engineered to deliver increasing financial
returns across different timeframes, providing multiple value catalysts:
shorter-term opportunities in research reagents, medium-term applications in
cosmetics and diagnostics, and longer-term therapeutic programmes for clinical
progression.

 

Each developed asset represents scalable revenue streams through licensing
agreements, creating a sustainable foundation for long-term growth. Key
agreements have been signed, including those with Neuro-Bio, the University of
Glasgow, and a global life science conglomerate, which offer favourable
royalty structures, demonstrating the value of the platform to our partners.
Additionally, the Group is in late-stage licensing negotiations for our
enzyme-modulating assets, with two separate partners, which are expected to
sign in the coming months. This positions Aptamer well for generating
recurring revenues in the coming years.

 

The partnership with Unilever has progressed with the signing of a contract
extension for additional studies to support the on-person testing phase of the
deodorant Optimers, which will help accelerate this programme. The agreement
for a second Optimer® development further validates the use of the Group's
technology in cosmetic applications. This project is currently progressing
well through the laboratory, potentially providing a second deodorant
Optimer® asset that can be licensed to Unilever to deepen their position
within this market.

 

The Group has continued its fibrotic liver delivery vehicle programme and has
successfully completed lab-based testing, demonstrating precision therapeutic
targeting with significant therapeutic effects. Our continued in-house
development has revealed applications for multi-fibrotic diseases and
identified the target of the delivery vehicle. These discoveries substantially
expand the addressable market into multiple fibrotic diseases and provide
crucial mechanistic insights to support ongoing negotiations with top-tier
pharmaceutical companies for high-value licensing opportunities.

 

Significant progress was made over the course of the year in the Group's work
with a genetic medicines company to develop therapeutic delivery vehicles. In
December 2024, customer evaluations confirmed the required specificity for use
in precision medicine, enabling progression to the final development phase,
which has now been successfully completed. The delivery vehicles are currently
undergoing validation at Aptamer, representing the second delivery vehicle
within the Group's asset portfolio that could deliver significant downstream
licensing revenues for Aptamer.

 

Further positive progress has been made across two diagnostic Optimer® assets
in foetal diagnostics and vitamin supplementation. As part of a European
Consortium collaboration, the Group successfully developed highly sensitive
binders capable of detecting foetal cells from a maternal blood sample,
enabling the potential for non-invasive prenatal diagnostics. A global life
science research and diagnostic company is currently evaluating these binders,
and we are engaged in commercial discussions regarding a potential licensing
agreement for their integration into next-generation prenatal testing
solutions. In February 2025, Aptamer was approached by a global health
organisation to explore the use of our Optimer® binders targeting folate
(vitamin B9) in global health diagnostics. Following successful evaluations,
the Optimers have demonstrated strong potential, supporting ongoing commercial
discussions for their use in monitoring vitamin supplementation programmes.

 

Post-period momentum

 

The post-period developments demonstrate accelerating commercial momentum,
positioning Aptamer for continued growth. The Group's successful net
fundraising of £1.8 million in July 2025 provides the capital foundation to
execute high-impact projects. These include:

 

1.    Investment in manufacturing equipment to support current and future
material supply for our licensable assets. This ensures high-quality, reliable
supply chains, improving margins and simplifying partner logistics via
in-house manufacturing at Aptamer.

2.    Servicing equipment to increase our offering for the newly launched
biomarker discovery service.

3.    Development of AI and machine learning models to better predict
optimal sequences for the discovery of drug candidates and molecular tools
against customer-specific targets.

4.    Preclinical testing of our liver delivery vehicle to de-risk the
platform for therapeutic use and advance this therapeutic asset.

 

The Group has delivered strong commercial progress in the first quarter of the
current financial year, securing a total of £675,000 in new contract value.
This provides £1.03 million in contract visibility for FY26, supported by a
robust sales pipeline of £3.4 million, demonstrating sustained demand for our
Optimer® technology across multiple application areas.

 

In September 2025, Aptamer entered into a therapeutic development agreement
with Invizius to create Optimer® binders that target complement system
components for incorporation into Invizius' H‑Guard therapeutic platform.
Invizius selected Aptamer's technology due to the non-immunogenic nature of
Optimers, which reduces the risk of immune responses and enhances therapeutic
safety profiles, as well as the technology's proven performance under
application-relevant conditions. Under the agreement, Aptamer retains
intellectual property rights to newly developed binders, with potential for
future licensing and commercialisation opportunities.

 

In October 2025, Aptamer secured a significant development contract with a top
3 global pharmaceutical company to engineer Optimer® binders as targeted
radiopharmaceuticals for cancer imaging and potential therapeutic
applications. This marks a strategic expansion into the targeted
radiopharmaceuticals market and represents the second therapeutic modality
under development alongside targeted gene therapy. Aptamer retains rights for
future licensing revenues upon commercialisation, positioning the Group for
downstream licensing and royalty revenue streams.

 

In addition, the Group progressed a post-period extension of the assay
development contract with a top 5 pharmaceutical company, building on a
previously successful Optimer® binder discovery. Early feedback has been
highly positive, confirming that the Optimers outperformed all antibodies
tested. This reinforces the performance of Aptamer's technology under
customer-relevant conditions and demonstrates the Group's ability to
efficiently move projects through the development pipeline while retaining IP
ownership for potential future licensing opportunities.

 

The recent launch of Aptamer's biomarker discovery service further marks an
expansion into the US$62.4 billion global biomarker discovery market,
leveraging the Group's existing world-class capabilities to create substantial
new revenue opportunities and reinforce its position as the comprehensive
partner of choice for life sciences leaders.

 

Outlook

 

The life sciences industry continues to evolve rapidly, with increasing demand
for innovative solutions that can accelerate drug discovery, improve
diagnostics, and enhance therapeutic efficacy. The Group's Optimer®
technology is positioned well to address these needs across multiple
applications and markets.

 

With accelerating commercial traction, a dramatically expanded licensing
portfolio that is beginning to yield material results, and strengthened
financial resources, Aptamer enters 2026 positioned to deliver sustained
growth. The Group's proven strategy focuses on the following high-impact value
drivers:

 

·      Securing new licensing and royalty-bearing agreements.

·      Expanding Optimer®, Optimer®+, and biomarker discovery
pipelines and technical capabilities.

·      Driving repeat custom through timely delivery of robust products.

·      Maintaining rigorous cost management across the business.

 

The strength of our patent portfolio, the proven versatility of our
technology, and our track record of successful partnerships position us well
to capitalise on the significant market opportunities ahead. We remain
confident in our ability to deliver value to all stakeholders as we continue
to execute our strategy.

 

Financial review

 

Over the period, the Group has made strong commercial progress developing its
portfolio of assets for licensing, whilst still maintaining close control of
costs.

 

The licensing portfolio has increased to 11 assets at the end of the year,
from 4 at the beginning of the year. This further advances the Group's
strategy to secure licensing revenue from developed assets in addition to its
fee-for-service revenue.

 

The Group has continued to see acceptance of its technology through repeat
business from customers who have seen the benefits of the technology. Through
this stage of the Group's journey, management is mindful of the need to keep
the operating cost base low, whilst building the asset portfolio and building
the research and development pipeline. During the year, administrative
expenses were £2.9m (year ended 30 June 2024: £3.2m).

 

Post-period, fundraises totalling net proceeds of £1.8 million have been
completed with the issuance of 666,666,666 ordinary shares at 0.3 pence per
share.

 

 Group                        Year ended     Year ended

                              30 June 2025   30 June 2024

                              £'000          £'000
 Adjusted EBITDA              (2,194)        (2,790)
 Share-based payment expense  (116)          (49)
 EBITDA                       (2,310)        (2,839)
 Amortisation                 (23)           (13)
 Depreciation                 (207)          (232)
 Operating Loss               (2,540)        (3,084)

 

Revenue

The Group reported revenues for the year ended 30 June 2025 of £1.2 million
(year ended 30 June 2024: £0.9 million).

 

Gross profit

Gross profit for the year of £0.58 million (year end 30 June 2024: £0.25
million) following an improvement in the Sales pipeline and the building of
repeat customer relationships. Costs are largely fixed staff costs which have
not been leveraged on such low volumes of work, but the team is continuing to
operate on the minimum head count.

 

Research and development costs

During the year, the Group expensed through the income statement £0.4 million
(2024: £0.4 million), relating to the continued development of Optimer(®)
delivery vehicles to cells associated with liver fibrosis. The fundraise
completed in August 2024 enabled the continuation of this work.

 

Administrative expenses

Administrative costs were £2.9 million for the year compared to £3.2 million
for the year to 30 June 2024. This decrease in costs is a result of employee
costs reducing to £1.9 million (2024: £2.1 million) and a slight decrease in
operational footprint. The headcount has decreased slightly from 38 at 30 June
2024 to 31 at 30 June 2025.

 

Adjusted EBITDA

The Group uses adjusted EBITDA as a profit performance metric as this excludes
items which can distort comparability of underlying trading as well as being
the measure of profit which most accurately reflects the cash generating
activities of the Group. The reconciliation of adjusted EBITDA to Operating
Loss is on page shown above.

 

Share-based payment charges

The non-cash charge for the year was £0.12 million (2024: £0.49 million).

 

Tax

The Group claims each year for research and development tax credits and the
taxable benefit received is shown, net of tax, in the taxation line of the
income statement. This amounts to £0.14 million (2024: £0.18 million). Tax
losses carried forward totalled £13.4 million (2024: £11.4 million). The
Group has not recognised any tax assets in respect of trading losses arising
in the current financial year or accumulated losses in previous financial
years.

 

Loss for the year

The loss for the year was £2.4 million (2024: £3.0 million loss). The basic
loss per ordinary share decreased to 0.14 pence (2024: 0.71 pence per share)
based on an average number of shares in issue during the period of
1,793,727,064 (2024: 415,107,581).

 

Cash flow

The Group had £1.1 million of cash at 30 June 2025 (2024: £0.9 million). The
net cash inflow for the year was £0.2 million (2024: £0.6 million inflow).
This reflects a cash outflow from operations of £2.1 million (2024: £2.7
million), a cash inflow from fundraising activities of £2.6 million (2024:
£3.5 million), cash receipts relating to research and development tax credits
of £0.2 million which represented the tax refund for the prior period (2024:
£0.2 million), payment of leases of £0.4 million (2024: £0.5 million) and
an investment in capital expenditure and intangible assets of £0.1 million
(2024: £0.1 million).

 

Financial position

Net assets at 30 June 2025 were £1.4 million (2024: £0.9 million) of which
cash amounted to £1.1 million (2024: £0.9 million) reflecting the remainder
of funds from the equity raising earlier in the year.

 

Following the year end, the Company successfully raised £1.8 million in net
proceeds through an equity fundraise in July 2025.

 

Consolidated statement of comprehensive income

For the year ended 30 June 2025

 

                                                Notes

                                                       2025     2024

                                                       £'000    £'000
 Revenue                                        4      1,203    860
 Cost of sales                                         (624)    (610)
 Gross profit                                          579      250

 Administrative expenses                               (2,931)  (3,167)
 Other operating income                         7      158      127

 Adjusted EBITDA                                9      (2,194)  (2,790)
 Amortisation of intangible assets              16     (22)     (13)
 Depreciation of property, plant and equipment  17,18  (207)    (232)
 Share-based payment expense                    34     (116)    (49)
                                                6      (2,539)  (3,084)

 Operating loss
 Investment income                              12     27       24
 Finance costs                                  12     (57)     (81)
 Loss before taxation                                  (2,569)  (3,141)

 Taxation                                       13     145      183
 Loss and total comprehensive loss                     (2,424)  (2,958)

 Basic loss per share                           14     0.14p    0.71p
 Diluted loss per share                         14     0.14p    0.71p

 

There were no items of other comprehensive income in the current or prior
period. Accordingly, no statement of other comprehensive income has been
prepared.

 

Loss and total comprehensive loss for the year is all attributable to the
owners of the Company.

 

All activities relate to continuing operations.

 

Consolidated statement of financial position

At as 30 June 2025

                                      Notes  2025

                                             £'000      2024

                                                       £'000
 Non-current assets
 Intangible assets                    16     225       165
 Property, plant and equipment        17     290       424
 Right-of-use assets                  18     124       187
 Other receivables                    22     373       373
                                             1,012     1,149
 Current assets
 Inventories                          21     80        119
 Trade and other receivables          22     534       439
 Tax receivable                              149       192
 Cash and cash equivalents            29     1,059     870
                                             1,822     1,620

 Total assets                                2,834     2,769

 Current liabilities
 Trade and other payables             23     (926)     (1,027)
 Borrowings                           25     (9)       (38)
 Leases                               26     (240)     (215)
                                             (1,175)   (1,280)

 Net current assets                          647       340

 Non-current liabilities
 Trade and other payables             24     -         (3)
 Borrowings                           25     -         (9)
 Leases                               26     (242)     (555)
 Provisions for liabilities           27     (35)      (35)
                                             (277)     (602)

 Net assets                                  1,382     887

 Equity
 Issued share capital                 32     1,991     467
 Share premium                        33     13,634    12,672
 Group reorganisation reserve         33     185       185
 Share-based payment reserve          34     619       504
 Accumulated losses                          (15,047)  (12,941)
 Equity attributable to shareholders         1,382     887

 

 

Consolidated statement of changes in equity

For the year ended 30 June 2025

                                                                Notes                                      Issued              Share premium  Group reorganisation reserve  Share-based payment reserve                       Equity attribu-table to share-holders

                                                                                                           share               £'000          £'000                         £'000                        Accumulated losses   £'000

                                                                                                           capital                                                                                       £'000

                                                                                                           £'000

 Balance at 30 June 2023                                                                                   69                  9,578          185                           544                          (10,072)             304

 Loss and total comprehensive loss for the year                                                            -                   -                                            -                            (2,958)              (2,958)
 Transactions with the owners of the Company:
 Issue of share capital                                         32                                         398                 3,613          -                             -                            -                    4,011
 Share issue costs                                              34                                         -                   (519)          -                             -                            -                    (519)
 Credit to equity for equity-settled share-based payments       34                                         -                   -              -                             49                           -                    49
 Exercised & forfeited equity-settled share-based payments                                                 -                   -              -                             (89)                         89                   -
 Balance at 30 June 2024                                                                                   467                 12,672         185                           504                          (12,941)             887

 Loss and total comprehensive loss for the year                                                                      -                        -                             -                            (2,424)              (2,424)
 Transactions with the owners of the Company:
 Issue of share capital                                                                          32                  1,524     1,562          -                             -                            -                    3,086
 Share issue costs - cash                                                                                            -         (283)          -                             -                            -                    (283)
 Share issue costs - warrants                                                                    34                  -         (317)          -                             317                          -                    -
 Credit to equity for equity-settled share-based payments                                        34                  -                        -                             116                          -                    116
 Exercised & forfeited equity-settled share-based payments                                       34                  -         -              -                             (318)                        318                  -

 Balance at 30 June 2025                                                                                             1,991     13,634         185                           619                          (15,047)             1,382

 

Consolidated statement of cash flows

For the year ended 30 June 2025

 

                                                 Notes  2025      2024

                                                        £'000    £'000
 Cash flows from operating activities
 Cash used in operations                         35     (2,159)  (2,772)
 Income taxes received                                  188      464
 Investment income                                      27       24
 Net cash used in operating activities                  (1,944)  (2,284)

 Investing activities
 Purchase of intangible assets                   16     (82)     (108)
 Purchase of tangible assets                     17     (10)     (14)
 Net cash used in investing activities                  (92)     (122)

 Financing activities
 Proceeds from issue of share capital            32     2,891    3,911
 Share issue costs                                      (283)    (419)
 Repayment of borrowings                                (38)     (22)
 Payment of lease liabilities                    26     (288)    (347)
 Interest paid                                          (57)     (81)
 Net cash generated from financing activities           2,225    3,042

 Net increase in cash and cash equivalents              189      636
 Cash and cash equivalents at beginning of year         870      234
 Cash and cash equivalents at end of year               1,059    870

 

Notes to the financial statements

For the year ended 30 June 2025

 

 1        Accounting policies

 

Company information

Aptamer Group Plc ("the Company") is a company limited by shares, domiciled,
and incorporated in the United Kingdom and registered in England and Wales.
The registered office is Windmill House, Innovation Way, York, YO10 5BR.

 

The Group consists of Aptamer Group Plc and all of its subsidiaries. The Group
is a leading provider of Optimer® reagents for use by customers in research,
diagnostics and therapeutics. The Group has developed a platform technology
which is utilised to solve problems for pharmaceutical and bio-technology
customers in the bioprocessing, research reagents, diagnostic and therapeutic
areas of the life sciences.

 

 

1.1     Basis of preparation

 

The financial information included in this annual results announcement for the
year ended 30 June 2025 does not constitute the Group's statutory accounts.
Statutory accounts for the period ended 30 June 2024 have been delivered to
the Registrar of Companies. The statutory accounts for the year ended 30 June
2025 were approved by the Board on 13 October 2025 and will be delivered to
the Registrar of Companies in due course.  The Auditor's report on those
accounts for the year ended 30 June 2025 was unqualified, made reference to
material uncertainty with regard to the going concern basis, and did not
contain a statement under 498(2) or 498(3).

 

The group financial statements have been prepared in accordance with UK
adopted International Financial Reporting Standards ("IFRS") and International
financial Reporting Committee ("IFRC") Interpretations that are applicable to
the consolidated financial statements for the year ending 30 June 2025, in
conformity with the requirements of the Companies Act 2006.

 

These financial statements are prepared in sterling which is the functional
currency of the Group and the Company. Monetary amounts in these financial
statements are rounded to the nearest £'000.

 

The financial statements have been prepared under the historical cost
convention, modified to include certain financial instruments at fair value.

 

The principal accounting policies adopted are set out below. The accounting
policies have been consistently applied to all the periods presented, unless
otherwise stated.

 

1.2     Basis of consolidation

The consolidated financial statements incorporate those of Aptamer Group Plc
and all of its subsidiaries (i.e. entities where the Group is exposed, or has
rights, to variable returns from its involvement and has the ability to affect
those returns through its power). The subsidiaries consolidated in these Group
accounts were acquired via Group reorganisation and as such merger accounting
principles have been applied. The financial statements of the Company and its
subsidiaries are made up to 30 June 2025.

 

All intra-group transactions, balances and unrealised gains on transactions
between Group companies are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of
the asset transferred.

 

1.3     Going concern

The Group has reported a loss after tax for the year ended 30 June 2025 of
£2.4 million (year ended 30 June 2024: £3.0 million).  The Group had a cash
balance of £1.1 million at 30 June 2025 (30 June 2024: £0.9 million).

The Directors have considered the applicability of the going concern basis in
the preparation of these financial statements, which includes assessing an
internal forecast extending out to June 2027.  The Directors consider that
this forecast represents a reasonable best estimate of the performance of the
Group over the period to June 2027.

In July 2025 the Company completed a fundraise which raised gross proceeds of
£2.0 million before expenses.  The cash balance at the end of June 2025 was
£1.1 million.

During the year to 30 June 2025 the Group has reported revenues of £1.2m
which is up from £0.9m in the prior year. Additionally, the Group has
increased the size of its product portfolio from 4 to 11 assets at the year
end. These assets have the potential to add licensing revenue to the Group as
they each approach commercialisation.

Management continues to maintain close control of costs to maximise the cash
runway.

In the forecast, full year revenue for the year to 30 June 2026 is anticipated
to be higher than was the case in the year to June 2025.  Within this
forecast, delivery of full year revenue expectations would ensure that the
resultant positive cashflows together with the current cash balance are
sufficient to see the Group through to 30 June 2027.

The Directors have also considered reasonably likely downside scenarios, which
includes slower growth in core revenues.

Should these downside scenarios materialise, the Group may need to seek
additional funding.  The Directors have a reasonable expectation that the
Group could access further funding, from both dilutive and non-dilutive
sources.  However, there can be no guarantee that the Group would be able to
raise additional funding from an equity fundraise to new and existing
investors, nor that the Group will successfully develop further assets for
licensing within the period to June 2027.

Based on the above factors the Directors believe that it remains appropriate
to prepare Group and Company financial statements on a going concern basis.
However, the above factors give rise to a material uncertainty which may cast
significant doubt over the Group's and Company's ability to continue as a
going concern and to continue realising its assets and discharging its
liabilities in the normal course of business.  The financial statements do
not include any adjustments that would result from the basis of preparation
being inappropriate.

 

1.4     Revenue from contracts with customers

Research activities

The Group's main source of revenue is fees for research activities carried out
under contracts with customers. These contracts can be in progress over
accounting period ends and consist of separate phases with fixed attributable
income attached to each phase. The contract contains performance obligations
set out for each phase. In most cases that customer has a right to proceed or
cease the research work at the end of each phase.

 

The Group recognises revenue when it satisfies the performance obligations in
respect of each phase of work. As a result, revenue is recognised over time as
each performance obligation is satisfied, by reference to the work performed
in delivering the performance obligations to the customer. Where consideration
is received in advance of the performance obligations being fulfilled, a
contract liability is recognised; where performance obligations are fulfilled
in advance of an invoice being delivered to the customer, a contract asset is
recognised.

 

No revenue is recognised in relation to subsequent contract phases until the
customer has elected to progress to that phase and the above criteria in
relation to satisfaction of performance obligations has been met.

 

Costs incurred in fulfilling a contract phase, which include internal labour
costs and materials, are recognised in the balance sheet until the
satisfaction of performance obligations where:

·    the costs relate directly to a contract that the Group can
specifically identify;

·    the costs generate or enhance resources of the entity that will be
used in satisfying (or in continuing to satisfy) performance obligations in
the future; and

·    the costs are expected to be recovered.

Following performance obligations being satisfied, the constraint of costs
incurred is removed and the revenue is recognised by reference to the
contractual value of that performance obligation.

 

1.5    Research and development expenditure

An intangible asset arising from development (or from the development phase of
an internal project) is recognised where the following criteria are met:

·    it is technically feasible to complete the intangible asset so that
it will be available for use or sale;

·    management intends to complete the intangible asset and use or sell
it;

·    there is ability to use or sell the intangible asset;

·    it can be demonstrated that the intangible asset will generate
probable future economic benefits;

·    there is evidence of existence of a market for the output of the
intangible asset or the intangible asset itself or, if it is to be used
internally, the usefulness of the intangible asset;

·    adequate technical, financial and other resources exist to complete
the development and to use or sell the intangible asset; and

·    the expenditure attributable to the intangible asset during its
development can be reliably measured.

 

Research expenditure and development expenditure that do not meet the criteria
above are written off against results in the year in which they are incurred.
Identifiable development expenditure is capitalised to the extent that the
technical, commercial and financial feasibility can be demonstrated.

 

1.6     Intangible assets

Intangible assets acquired separately from a business combination are
recognised at cost and are subsequently measured at cost less accumulated
amortisation and impairment losses.

 

Intangible assets acquired on business combinations are recognised separately
from goodwill at the acquisition date where it is probable that the expected
future economic benefits that are attributable to the asset will flow to the
entity and the fair value of the asset can be measured reliably.

 

The depreciable amount of an intangible asset with a finite life is allocated
on a systematic basis over its useful life. Amortisation begins when the asset
is available for use.

 

The amortisation period and the amortisation method for intangible assets with
a finite useful life is reviewed each financial year end.  If the expected
useful life of the asset is different from previous estimates, the
amortisation period is changed accordingly.

 

Amortisation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives on the following bases:

 

·    Product development and registrations    Up to 15 years on a
straight-line basis

 

1.7     Property, plant and equipment

Property, plant and equipment are stated at historical cost less depreciation.
Historical cost includes expenditure that is directly attributable to the
acquisition of the items. Cost may also include transfers from equity of any
gains or losses on qualifying cash flow hedges of foreign currency purchases
of property, plant and equipment.

 

Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of any component
accounted for as a separate asset is derecognised when replaced. All other
repairs and maintenance are charged to profit or loss during the reporting
period in which they are incurred.

 

Depreciation is calculated using the straight-line method to allocate the cost
or revalued amounts of the assets, net of their residual values, over their
estimated useful lives or, in the case of leasehold improvements and certain
leased plant and equipment, the shorter lease term as follows:

 

·    Fixtures and
fittings
6 years on a straight-line basis

·    Leasehold
improvements
Over the remaining life of the lease*

·    Other property, plant and equipment      6 years on a
straight-line basis

 

* Amounts are charged on a straight line basis from the date of costs being
incurred to the expiry of the lease to which the improvement relates. This is
typically less than 5 years.

 

The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.

 

Gains and losses on disposals are determined by comparing proceeds with
carrying amount. These are included in profit or loss. When revalued assets
are sold, it is Group policy to transfer any amounts included in other
reserves in respect of those assets to retained earnings.

 

1.8       Right-of-use assets

A right-of-use asset is recognised at commencement of the lease and initially
measured at the amount of the lease liability, plus any incremental costs of
obtaining the lease and any lease payments made at or before the leased asset
is available for use by the Group.

 

The right-of-use asset is subsequently measured at cost less accumulated
depreciation and any accumulated impairment losses. The depreciation methods
applied are as follows:

 

·    Right-of use assets              Shorter of the asset's
useful life and the lease term on a straight-line basis

 

Payments associated with short-term leases of equipment and vehicles and all
leases of low-value assets are recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a lease term of
12 months or less. Low-value assets comprise IT equipment and small items of
office furniture.

 

The right-of-use asset is subject to impairment testing and adjusted for any
remeasurement of the lease liability and lease modifications.

 

Where a right-of-use asset is partially sublet to a third party but is not
separable from the main right-of-use asset, the Group continues to account for
this as a right-of-use asset, continuing to depreciate the asset in line
across its lease term.

 

1.9       Impairment of tangible and intangible assets

At each reporting end date, the Group reviews the carrying amounts of its
tangible and intangible assets on an individual and on a cash-generating unit
basis to determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where it is not possible to estimate the recoverable
amount of an individual asset, the Group estimates the recoverable amount of
the cash-generating unit to which the asset belongs.

 

Recoverable amount is the higher of fair value less costs to sell, and value
in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time-value of money and the risks specific
to the asset for which the estimates of future cash flows have not been
adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in the Consolidated Statement of Comprehensive
Income, unless the relevant asset is carried at a revalued amount in which
case the impairment loss is treated as a revaluation decrease.

 

Recognised impairment losses are reversed if, and only if, the reasons for the
impairment loss have ceased to apply. Where an impairment loss subsequently
reverses, the carrying amount of the asset (or cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that would have
been determined had no impairment loss been recognised for the asset (or
cash-generating unit) in prior years. A reversal of an impairment loss is
recognised immediately in the income statement, unless the relevant asset is
carried at a revalued amount, in which case the reversal of the impairment
loss is treated as a revaluation increase.

 

1.10   Fixed asset investments

In the parent Company financial statements, investments in subsidiaries are
initially measured at cost and subsequently measured at cost less any
accumulated impairment losses. The investments are assessed for impairment at
each reporting date and any impairment losses or reversals of impairment
losses are recognised immediately in profit or loss.

 

A subsidiary is an entity controlled by the Company. Control is exposure, or
has rights, to variable returns from involvement and the ability to affect
those returns through power.

 

1.11   Inventories

Raw materials, work in progress and finished goods are stated at the lower of
cost and estimated selling price less costs to complete and sell. Cost
comprises direct materials, direct labour and an appropriate proportion of
variable and fixed overhead expenditure, the latter being allocated on the
basis of normal operating capacity. Cost includes the reclassification from
equity of any gains or losses on qualifying cash flow hedges relating to
purchases of raw materials but excludes borrowing costs. Costs are assigned to
individual items of inventory on the basis of weighted average costs. Costs of
purchased inventory are determined after deducting rebates and discounts.

 

At each reporting date, an assessment is made for impairment. Any excess of
the carrying amount of inventories over its estimated selling price less costs
to complete and sell is recognised as an impairment loss in the income
statement. Reversals of impairment losses are also recognised in the income
statement.

 

The Group applies a number of key judgements to its impairment calculations,
including:

 

·    Where inventories are used for research projects, these are fully
provided for;

·    Inventories which have been owned for at least 18 months are fully
provided for;

·    Any opened and partially used packages of inventories with a residual
value of less than £1,000 are fully provided for;

·    Any other items which are close to or beyond the expiry date are
reviewed by laboratory management staff and considered whether these can be
used, then (where applicable) provided for.

 

1.12   Cash and cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in
hand, deposits held at call with financial institutions and other short-term,
highly liquid investments with original maturities of three months or less
that are readily convertible to known amounts of cash and which are subject to
an insignificant risk of changes in value.

 

1.13   Financial instruments

Financial instruments are recognised in the Group's statement of financial
position when the Group becomes party to the contractual provisions of the
instrument.

 

Financial assets and liabilities are offset, and the net amounts presented in
the financial statements, when there is a legally enforceable right to set off
the recognised amounts and there is an intention to settle on a net basis or
to realise the asset and settle the liability simultaneously.

 

Financial assets

Financial assets are recognised in the Group's statement of financial position
when the Group becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories, depending on the
nature and purpose of the financial assets.

 

The Group classifies its financial assets in the following measurement
categories:

·    those to be measured subsequently at fair value (either through Other
comprehensive income (OCI) or through profit or loss); and

·    those to be measured at amortised cost.

 

Financial instruments are classified as financial assets measured at amortised
cost where the objective is to hold these assets in order to collect
contractual cash flows, and the contractual cash flows are solely payments of
principal and interest. They arise principally from the provision of goods and
services to customers (e.g. trade receivables). They are initially recognised
at fair value plus transaction costs directly attributable to their
acquisition or issue, and are subsequently carried at amortised cost using the
effective interest rate method, less provision for impairment where necessary.

 

Debt instruments

Subsequent measurement of debt instruments depends on the Group's business
model for managing the asset and the cash flow characteristics of the asset.
There are three measurement categories into which the Group classifies its
debt instruments:

·    Amortised cost: Assets that are held for collection of contractual
cash flows, where those cash flows represent solely payments of principal and
interest, are measured at amortised cost. Interest income from these financial
assets is included in finance income using the effective interest rate method.
Any gain or loss arising on derecognition is recognised directly in profit or
loss and presented in other gains/(losses) together with foreign exchange
gains and losses. Impairment losses are presented as a separate line item in
the statement of profit or loss.

 

Impairment of financial assets

An impairment loss is recognised for the expected credit losses on financial
assets where there is an increased probability that the counterparty will be
unable to settle an instrument's contractual cashflows on contractual due
dates, a reduction in the amounts expected to be recovered, or both.

The probability of default and expected amounts recoverable are assessed using
reasonable, and supportable past and forward-looking information that is
available without undue cost or effort. The expected credit loss on trade
receivables is a probability weighted amount determined from grouping the
receivables based on days overdue and making assumptions based on historic
information to allocate an overall expected credit loss rate for each group.

 

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire or are settled, or when the Group transfers the
financial asset and substantially all the risks and rewards of ownership to
another entity, or if some significant risks and rewards of ownership are
retained but control of the asset has transferred to another party that is
able to sell the asset in its entirety to an unrelated third party.

 

Financial liabilities

Financial liabilities are recognised when the Group becomes a party to the
contractual provisions of the instruments.

 

Financial liabilities, including borrowings, trade payables and other
payables, are initially measured at fair value net of transaction costs
directly attributable to the issuance of the financial liability. They are
subsequently measured at amortised cost using the effective interest method.
For the purposes of each financial liability, interest expense includes
initial transaction costs and any premium payable on redemption, as well as
any interest or coupon payable while the liability is outstanding.

 

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the Group's
obligations are discharged, cancelled, or they expire.

 

1.14 Equity instruments

Equity instruments issued by the Group are recorded at the proceeds received,
net of direct issue costs. Dividends payable on equity instruments are
recognised as liabilities once they are no longer at the discretion of the
Group.

 

1.15 Taxation

The income tax expense or credit represents the sum of the tax currently
payable or receivable on the current period's taxable income or loss, based on
the applicable income tax rate for each jurisdiction, adjusted by changes in
deferred tax assets and liabilities attributable to temporary differences and
to unused tax losses.

 

Current tax

The tax currently payable or receivable is based on taxable profit or loss for
the period. Taxable profit differs from net profit as reported in the profit
and loss account because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are
never taxable or deductible.

 

The Group's liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the reporting end date. Management
periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It
establishes provisions, where appropriate, on the basis of amounts expected to
be paid to the tax authorities.

 

Current tax assets and tax liabilities are offset where the entity has a
legally enforceable right to offset and intends either to settle on a net
basis, or to realise the asset and settle the liability simultaneously.

 

Deferred tax

Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. However,
deferred tax liabilities are not recognised if they arise from the initial
recognition of goodwill. Deferred income tax is also not accounted for if it
arises from initial recognition of an asset or liability in a transaction
other than a business combination that, at the time of the transaction,
affects neither accounting nor taxable profit or loss. Deferred income tax is
determined using tax rates (and laws) that have been enacted or substantively
enacted by the end of the reporting period and are expected to apply when the
related deferred income tax asset is realised or the deferred income tax
liability is settled.

 

Deferred tax assets are recognised only if it is probable that future taxable
amounts will be available to utilise those temporary differences and losses.

 

Deferred tax liabilities and assets are not recognised for temporary
differences between the carrying amount and tax bases of investments in
foreign operations where the Company is able to control the timing of the
reversal of the temporary differences and it is probable that the differences
will not reverse in the foreseeable future.

 

Deferred tax assets and liabilities are offset where there is a legally
enforceable right to offset current tax assets and liabilities and where the
deferred tax balances relate to the same taxation authority.

 

1.16  Provisions

Provisions for legal claims and make good obligations are recognised when the
Group has a legal or constructive present obligation as a result of a past
event, it is probable that the Group will be required to settle that
obligation and a reliable estimate can be made of the amount of the
obligation. Provisions are not recognised for future operating losses.

 

Where there are a number of similar obligations, the likelihood that an
outflow will be required in settlement is determined by considering the class
of obligations as a whole. A provision is recognised even if the likelihood of
an outflow with respect to any one item included in the same class of
obligations may be small.

 

The amount recognised as a provision is the management's best estimate of the
consideration required to settle the present obligation at the reporting end
date, taking into account the risks and uncertainties surrounding the
obligation. The discount rate used to determine the present value is a pre-tax
rate that reflects current market assessments of the time value of money and
the risks specific to the liability. The increase in the provision due to the
passage of time is recognised as interest expense.

 

1.17    Employee benefits

 

Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits, annual
leave and accumulating sick leave that are expected to be settled wholly
within 12 months after the end of the period in which the employees render the
related service are recognised in respect of employees' services up to the end
of the reporting period and are measured at the amounts expected to be paid
when the liabilities are settled. The liabilities are presented as current
employee benefit obligations in the balance sheet.

 

Termination benefits are recognised immediately as an expense when the Group
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.

 

Retirement benefits

The Group operates a defined contribution pension plan. Payments to the
defined contribution pension plan are charged as an expense as they fall due.

 

Share-based payments

Share-based compensation benefits are provided to employees via the Aptamer
Group EMI Share Option Scheme and unapproved share options. Information
relating to these schemes is set out in note 34.

 

Employee options

The fair value of options granted under the Aptamer Group EMI Share Option
Scheme and unapproved share options is recognised as an employee benefits
expense, with a corresponding increase in equity. The total amount to be
expensed is determined by reference to the fair value of the options granted:

·    including any market performance conditions (e.g., the entity's share
price);

·    excluding the impact of any service and non-market performance
vesting conditions (e.g., profitability, sales growth targets and remaining an
employee of the entity over a specified time period); and

·    including the impact of any non-vesting conditions (e.g., the
requirement for employees to save or hold shares for a specific period of
time).

 

The total expense is recognised over the vesting period, which is the period
over which all of the specified vesting conditions are to be satisfied. At the
end of each period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting and service
conditions. It recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to equity.

 

1.18   Leases

On commencement of a contract which gives the Group the right to use an asset
for a period of time in exchange for consideration, the Group recognises a
right-of-use asset and a lease liability unless the lease qualifies as a
'short-term' lease (term is 12 months or less with no option to purchase the
lease asset) or a 'low-value' lease (where the underlying asset is £4,000 or
less when new).

 

Initial measurement of the lease liability

The lease liability is initially measured at the present value of the lease
payments during the lease term, discounted using the interest rate implicit in
the lease, or the incremental borrowing rate if the interest rate implicit in
the lease cannot be readily determined.

 

To determine the incremental borrowing rate, the Group:

·    where possible, uses recent third-party financing received by the
individual lessee as a starting point, adjusted to reflect changes in
financing conditions since third-party financing was received;

·    uses a build-up approach that starts with a risk-free interest rate
adjusted for credit risk for leases held by the Group, which does not have
recent third-party financing; and

·    makes adjustments specific to the lease, e.g. term, country, currency
and security.

 

The lease is the non-cancellable period of the lease plus extension periods
that the Group is reasonably certain to exercise and termination periods that
the Group is reasonably certain not to exercise.

 

Lease payments include fixed payments, less any lease incentives receivable,
variable lease payments dependent on an index or a rate, amounts expected to
be payable by the Group under residual value guarantees and payments of
penalties for terminating the lease, if the lease term reflects the Group
exercising that option. Variable lease payments are initially measured using
the index or rate when the leased asset is available for use. The cost of the
right-of-use asset also includes any provisions expected to be settled on
termination of the lease.

 

Subsequent measurement of the lease liability

The lease liability is subsequently increased for a constant periodic rate of
interest on the remaining balance of the lease liability and reduced for lease
payments.

 

Interest on the lease liability is recognised in the income statement.
Variable lease payments not included in the measurement of the lease liability
as they are not dependent on an index or rate are recognised in the income
statement in the period in which the event or condition that triggers those
payments occurs.

 

When the lease liability is remeasured due to changes arising from the
original terms and conditions of the lease, the corresponding adjustment is
reflected in the right-of-use asset, or income statement if the right-of-use
asset is already reduced to nil.

 

A lease modification that was not part of the original terms and conditions of
the lease is accounted for as a separate lease or an adjustment to the lease
liability depending on the nature of the change.

 

1.19    Government grants

Government grants are recognised at the fair value of the asset received or
receivable when there is reasonable assurance that the grant conditions will
be met, and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the
performance conditions are met. Where a grant does not specify performance
conditions it is recognised in income when the proceeds are received or
receivable. A grant received before the recognition criteria is satisfied is
recognised as a liability.

 

Research and development expenditure credits

The income is recognised on a systematic basis over the periods in which the
entity recognises expenses for the related costs for which the grants are
intended to compensate, under IAS 20 'Accounting for Government Grants and
Disclosures'.

 

As well as receiving Research & Development Expenditure Credits ("RDEC"),
the Group also receives R&D tax credits on the development expenditure it
makes on the commercial projects it undertakes. These taxation credits are
considered to reflect enhanced tax relief and as such are shown as a reduction
in income tax or an increase in receivables due from HM Revenue & Customs.

 

1.20   Foreign exchange

Functional and presentation currency

Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ('the functional currency"). The consolidated financial
statements are presented in Great British Pounds sterling, which is functional
and presentation currency of each of the Group's entities.

 

Transactions and balances

Transactions in currencies other than functional currency are recorded at the
rates of exchange prevailing at the dates of the transactions. At each
reporting end date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting
end date. Gains and losses arising on translation in the period are recognised
in the income statement.

 

Foreign exchange gains and losses that relate to borrowings are presented in
the statement of profit or loss, within finance costs. All other foreign
exchange gains and losses are presented in the statement of profit or loss on
a net basis within other gains/(losses).

 

Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was
determined. Translation differences on assets and liabilities carried at fair
value are reported as part of the fair value gain or loss. For example,
translation differences on non-monetary assets and liabilities such as
equities held at fair value through profit or loss are recognised in profit or
loss as part of the fair value gain or loss, and translation differences on
non-monetary assets such as equities classified as at fair value through other
comprehensive income are recognised in other comprehensive income.

 

1.21    Finance costs

Finance costs are expensed in the period in which they are incurred. Interest
paid is included under financing activities in the statement of cash flows.

 

1.22   Earnings per share

Basic Earnings per share is calculated by dividing the profit or loss for the
year attributable to the ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year.

 

Diluted Earnings per share is calculated by dividing the profit or loss for
the year attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares that would be issued on conversion of all
the dilutive potential ordinary shares into ordinary shares. Details of the
calculations presented under this are given in note 14.

 

2            Adoption of new and revised standards and changes in
accounting policies

 

In the current year, the following new and revised standards and
interpretations have been adopted by the Group and have an effect on the
current period or a prior period or may have an effect on future periods:

·    Classification of Liabilities as Current or Non-Current (Amendments
to IAS 1)

·    Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

·    Non-current Liabilities with Covenants (Amendments to IAS 1)

·    Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

 

Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following
standards and interpretations, which have not yet been applied in these
financial statements, were in issue but not yet effective (and in some cases
had not yet been adopted by the UK Endorsement Board).

·   Lack of Exchangeability (Amendments to IAS 21 (effective 1 January
2025)

·   Amendments to the SASB standards to enhance their international
applicability (1 January 2025)

·   IFRS 18 Presentation and Disclosures in Financial Statements (1 January
2027)

·   IFRS 19 Subsidiaries without Public Accountability: Disclosures (1
January 2027)

 

Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of
financial instruments (1 January 2026)

Annual Improvements to IFRS Accounting Standards - Volume 11 (1 January 2026)

Amendments IFRS 9 and IFRS 7 regarding power purchase arrangements (1 January
2026)

 

Effective dates refer to periods commencing on or after this date. The Group's
reported financial results are not expected to be materially affected by any
standard. However, the presentation and disclosure of its results are expected
to be impacted by the adoption of IFRS 18 which is predominantly
disclosure-only. Given this impacts only disclosures, the Directors do not
expect there to be an impact on the reported profits or net assets of the
Group from adopting these standards. As these are disclosure-led standards,
the Directors have not presented a list of impacts on the financial
statements.

 

3           Judgements and key sources of estimation uncertainty

In the application of the Group's accounting policies, the Directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.

 

The estimates, judgements, and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised, if the revision affects only that period, or
in the period of the revision and future periods if the revision affects both
current and future periods.

 

Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.

 

The estimates and judgements that have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities within
the next financial year are addressed below.

 

(i) Assessing the stage of completion of fee for service revenue contracts

 

Management uses judgement to determine the stage of progress of contracts
which are in progress at the reporting date. In certain cases, the customer
has approved either the commencement of Phase 1 or a subsequent Phase of a
contract and that Phase is in progress at the reporting date. In such cases,
management form a judgement as to the stage of completion of that Phase by
reference to progress against the planned project workplan, key milestones
achieved and outstanding, timesheets and expected remaining hours and other
factors indicative of progress of the Phase.

 

(ii) Impairment of trade and other receivables

 

The Group makes an estimate of the recoverable value of trade and other
receivables. When assessing impairment of trade and other debtors, management
considers factors including the credit rating of the receivable, the ageing
profile of receivables and historical experience. As at 30 June 2025 the
provision for receivables impairment amounted to £35,000 (2024: £nil).

 

(iii) Impairment of investments and recoverability of intercompany loans
(Company only)

 

Interests in subsidiary undertakings are reviewed annually to assess whether
there is objective evidence to indicate that either the carrying value of
interests are impaired or impairments recognised in prior periods require to
be reversed. The recoverable amount of the net investment in the subsidiary
undertaking is estimated as the higher of value-in-use or fair value less cost
of disposal. Fair value is based on net assets and incorporates adjustments to
reflect the fair market value. See note 19 for the carrying amount of the
investments.

 

Management further utilises judgement when assessing the recoverability of
intercompany loans using the expected credit loss method in accordance with
the requirements of IFRS 9 'Financial Instruments'. Based on these forecasts,
all receivables have been fully provided for at 30 June 2025.

 

(iv) Impairment of non-monetary assets

 

Product development and registration costs are recognised at historical cost
and are amortised on a straight-line basis over their useful life, which is
typically up to 15 years. In the case of registration costs where the asset is
not in use, amortisation commences from the date of grant.

 

The Group assesses these assets, and all other non-monetary assets including
property, plant and equipment and right-of-use assets, for impairment on an
annual basis by comparing the carrying value of the single cash-generating
unit ("CGU") with the recoverable amount, the recoverable amount being based
on an assessment of the CGU's value-in-use. The Group uses discounted
cashflows from the CGU to determine the value-in-use. The Group sensitises
these results and determines if there is an impairment of the non-monetary
assets. Further details are provided in notes 5 and 16.

 

(v) Share-based payments

 

Valuation of share-based payments requires assumptions about the achievement
of non-market conditions including staff retention and target achievement and
the number of options that will vest. If actual performance is different from
these assumptions, costs recorded in future periods will be different from
expectations and will include revisions to amounts recognised so far. Details
of the key inputs and assumptions are provided in note 34.

 

(vi) Sublet assets

 

The Group and Company sublet part of a right-of-use asset during the prior
year on an operating lease. The portion let is not separable from the
right-of-use asset and therefore the Group has continued to classify this as a
right-of-use asset at cost less depreciation, despite the sublet portion
otherwise meeting the definition of an investment property.

 

4         Revenue

 

Group revenue analysed by class of business

 

The Group represents a single operating segment being research and
experimental development of biotechnology.

 

Group revenue analysed by geographical market

Revenue recognised in the income statement is analysed by geographical market
as follows:

                           2025     2024

                           £'000    £'000
 United Kingdom            235      143
 Europe                    239      14
 United States of America  719      593
 Rest of the World         10       110
                           1,203    860

All assets are located in, and services delivered from, the United Kingdom.

An analysis of revenue by customer is set out in the table below:

                      2025     2024

                      £'000    £'000
 Customer A           125      271
 Customer B           -        101
 Customer C           195      -
 Customer D           115      -
 Customer E           102      -
 All other customers  666      488
                      1,203    860

During the year the Group recognised revenue from performance obligations
satisfied during the year. All of the Group's contracts are for the delivery
of service within the next 12 months for which the practical expedient in
paragraph 121(a) of IFRS 15 applies. The entire revenue of the Group relates
to its contracts with customers.

 

5          Impairments

 

An impairment review for the Group's sole cash-generating unit has been
performed in the current year, detailed in note 16, which has concluded that
there is no adjustment (either increased impairment, or reversal of
impairment) required as at 30 June 2025. Details of impairments on other
assets are shown in note 6.

 

6          Operating loss

           Operating loss is stated after charging:

                                                                    2025     2024

                                                                    £'000    £'000
 Share-based payment expenses                                       116      49
 Amortisation of intangible assets (note 16)                        22       13
 Depreciation of property, plant and equipment (note 17)            144      151
 Depreciation of right-of-use assets (note 18)                      63       81
 Research and development expenses (excluding R&D staff costs)      305      317
 Raw materials and consumables used                                 206      169
 Impairment of inventories charged as cost of sales (note 5)        39       -
 Impairment of trade receivables                                    35       -

 

All depreciation, amortisation and impairment are included in administrative
expenses unless otherwise specified.

 

7            Other operating income

                                 2025     2024

                                 £'000    £'000
 Government grants               52       81
 Rent                            106      46
                                 158      127

 

                              The Group received
funding from government grant schemes and has complied with the conditions of
the funding throughout the year.

 

Rent includes a service charge of £48,000 (2024: £22,000).

 

Rent is received from a sublease of a surplus portion of the Group's premises.
Risk has been managed by requiring a written sublease including normal
conditions regarding use and condition of the property.

 

8                          Auditor's  remuneration

 

           Fees payable to the Group's auditor:

                                                 2025     2024

                                                 £'000    £'000
 For audit services
 Audit of the financial statements of the Group  65       60

 

9          Alternative Performance Measures

 

The Directors have used an Alternative Performance Measure ("APM") in the
preparation of these financial statements. The consolidated statement of
comprehensive income has presented adjusted earnings before interest, tax,
depreciation (including gain/loss on disposal of non-current assets), and
amortisation ("Adjusted EBITDA"), which removes non-cash items including
depreciation, amortisation, and share-based payments which are not relevant to
the underlying cash generation of the business.

 

The Directors have presented this APM because they feel it most suitably
represents the underlying performance and cash generation of the business, and
allows comparability between the current and comparative period in light of
the changes in the business, and will allow an ongoing trend analysis of this
performance based on current plans for the business.

 

10     Employees

 

The average monthly number of persons (including Directors) employed by the
Group during the year was:

                             2025     2024

                             Number   Number
 Administration and support  7        9
 Production                  17       21
 Research and development    2        3
 Sales                       5        5
                             31       38

 

Their aggregate remuneration comprised:

                                        2025     2024

                                        £'000    £'000
 Wages and salaries                     1,729    1,812
 Social security costs                  175      218
 Other pension costs                    26       29
 Short-term staff compensation          1,930    2,059
 Share-based payment charge             116      49
 Staff costs charged to profit or loss  2,046    2,108

 

 

11        Directors' remuneration

 

Information about emoluments paid to Directors, including the highest paid
Director, have been included in the Remuneration Committee report shown in the
Annual Report.

 

12         Finance costs and investment income

                                                               2025         2024

                                                               £'000        £'000
 Interest on financial liabilities measured at amortised cost
 Bank interest and charges                                     1            1
 Other interest on financial liabilities                       -            6
                                                               1        7   7
 Other finance costs
 Interest payable on lease liabilities                         56           74
 Total finance costs                                           57           81

Refer to notes 25 and 26 for more details on the Group's outstanding
borrowings and leases.

 

                     2025     2024

                     £'000    £'000
 Investment revenue
 Bank interest       27       24

13        Taxation

                                                     2025     2024

                                                     £'000    £'000
 Current tax
 UK corporation credit on loss for the current year  (149)    (192)
 Adjustments in respect of prior periods             4        9
 Deferred tax
 Origination and reversal of timing differences      -        7
 Adjustments in respect of prior periods             -        (7)
 Total tax credit                                    (145)    (183)

 

The actual credit for the year can be reconciled to the expected credit for
the year based on the profit or loss and the standard rate of tax as follows:

 

                                                                                 2025     2024

                                                                                 £'000    £'000
 Loss before taxation                                                            (2,569)  (3,141)

 Expected tax credit based on the standard rate of corporation tax in the UK of  (642)    (785)
 25% (2024: 25%)
 Expenses that are not deductible in determining taxable profit                  31       11
 Research and development tax relief                                             (149)    (414)
 Surrender of tax losses for R&D tax credit refund                               46       480
 Deferred tax asset not recognised                                               621      406
 Adjustments in respect of prior periods                                         4        1
 Other adjustments                                                               (56)     118
 Taxation credit in the financial statements                                     (145)    (183)

 

Deferred tax balances at the reporting date are measured at 25% (2024: 25%).

 

As at 30 June 2025 the Group had unrelieved tax losses of approximately
£13,503,000 (2024: £11,384,000). A deferred tax asset has not been
recognised in respect of these losses because the existence of sufficient
future taxable profits to use them is uncertain. Further details are given in
note 28.

 

14        Earnings per share

                                                                        2025           2024
 Basic loss per share                                                   0.14p          0.71p
 Diluted loss per share                                                 0.14p          0.71p
 Loss for the year                                                      £2,424,000     £2,958,000
 Weighted average number of ordinary shares used as the denominator in  1,793,727,064  415,107,581
 calculating the basic loss per share
 Number of potentially diluting share options                           -              -
 Number of potentially diluting share warrants                          89,582,927     -
 Weighted average number of ordinary shares used as the denominator in  1,883,309,991  415,107,581
 calculating the diluted loss per share

 

The loss attributable to equity holders (holders of ordinary shares) of the
Company for the purpose of calculating the fully diluted loss per share is
identical to that used for calculating the loss per share.

 

The exercise of share options and warrants would have the effect of reducing
the loss per share and is therefore anti-dilutive under the terms of IAS 33
"Earnings per Share".

 

15        Dividends

No dividends were paid during the current or prior year, and no final
dividends are proposed to be declared subsequent to the year end.

 

16         Intangible assets

                                   Product development & registrations      Software  Total

                                   £'000s                                   £'000s    £'000s
 Cost
 At 1 July 2023                    443                                      -         443
 Additions - internally generated  70                                       -         70
 Additions - acquired              -                                        38        38
 At 30 June 2024                   513                                      38        551
 Additions - internally generated  82                                       -         82
                                   595                                      38        633

 At 30 June 2025

 Accumulated amortisation
 At 1 July 2023                    373                                      -         373
 Charge for the period             11                                       2         13
 At 30 June 2024                   384                                      2         386
 Charge for the year               16                                       6         22
                                   400                                      8         408

 At 30 June 2025

 Carrying amount
 At 30 June 2025                   195                                      30        225
 .At 30 June 2024                  129                                      36        165

 

Development costs capitalised are in relation to the generation of
intellectual property and the patenting of such intellectual property, some of
which are pending and thus not currently being amortised. As at the year end,
£139,000 (2024 - £75,000) of patents are pending and not yet being
amortised.

 

Approach and outcome of impairment testing

The Directors prepare forecasts which show the projected growth of the
business and use of these assets, which forms a key part of the Group's future
strategy. The forecasts include an assessment of the likely commercialisation
of the technology based on current demand and anticipated market growth
strategies, profiled on a discounted cash flow basis which is further
probability weighted for certain sensitivities around key forecasts and the
timing of these. This approach is consistent with the review performed in the
previous year.

 

An impairment review at 30 June 2025 identified no impairment. The forecast
revenues are risk-adjusted for the potential service use of each asset, as an
addition to the overall revenues and costs associated with the Group's current
fee-for-service revenues. This showed that the cashflow forecasts on a risk
cautious basis carried a present value in excess of the carrying value of the
CGU (and were also substantially aligned with the previous year when the
forecast cashflows approximated to the carrying value of the CGU). As a
result, the Directors are confident that there is no impairment in the
carrying value of the CGU this year.

 

The outcome of the impairment model implies that there is a reversal of the
impairment of the CGU recorded in 2023's financial statements. However, the
forecast model is highly sensitive to judgemental risks associated with each
asset, and in the view of the Directors no individual asset has substantial
certainty around its use and commercialisation. Because of this, there is only
speculative evidence that the service potential of the assets in the CGU has
improved, but at the year end no such contracts have been signed to provide
definitive affirmative evidence. Because of this, and the sensitive variables
in the risk-adjusted cashflow model, the Directors do not believe that there
is sufficient evidence to reliably reverse the previous impairment recognised
with any level of requisite precision. However, despite this uncertainty the
Directors remain optimistic that the discounted cashflows of the CGU remain in
excess of the carrying value of the assets at the year end.

 

Key inputs to discounted cashflow model

The forecasts used were for a specific period of 4 years, with revenue and
costs subsequently growing at 2% per annum. In the current year the forecasts
have focussed on certain key customer projects being converted, and the timing
of these, which covered the estimated life of each project (up to 15 years).
No terminal value was considered after termination of these projects. Costs
were inflated to reflect expected adjustments over the 15-year period.

 

The key unobservable input to the model was:

·    A pre-tax discount rate of 31.52% (2024 - 32.30%), equating to a
post-tax discount rate of 25.40% (2024 - 25.30%).

 

The main forecasts assumed the going concern status of the Group through
anticipated trading following a new fundraising round (as explained in note
39), and its planned use of funds. This fundraise was completed in July 2025,
which then secured the Group's status as a going concern.

 

The forecast for 2025 also reflected the risk to the timing and included a
probability weighting of 60% for the original forecast and 40% for an
alternative in which all income occurs one year later. If this alternative
happens the value in use of the CGU will be reduced to £nil.

 

Cashflow projections have been produced for a 15-year period because this is a
prudent estimate of the expected product life cycle. No terminal values or
perpetuity growth factors have been considered.

 

Sensitivities in the impairment model

The Directors considered sensitivities to revenue and discount rate in the
cashflow forecast and the weighting applied between successful and
unsuccessful fundraise post period end. If forecasted revenue in the cashflow
forecast was reduced by more than 42.24% (2024 - 4.3%), this would result in a
further impairment charge of £638,000 (2024 - £734,000), which would reduce
the value in use of the CGU to £nil.  If the post-tax discount rate was
increased by 18.24% (2024 - 35.30%) then this would result in an additional
impairment of £638,000 (2024 - £734,000).

 

The model is also sensitive to changes in individual assets' risk reduction
rates, for potential future cashflows. Disclosure of the rates used for
individual assets is commercially sensitive and accordingly no sensitivity
disclosure is provided.

 

The Directors are confident that the value of the CGU as at the date of
approval of the financial statements is in excess of the carrying value as at
30 June 2025, as a result of the removal of the uncertainty relating to the
2025 fundraising event.

 

Further, the Directors are confident that the carrying value of the CGU has
the potential to be in excess of that recognised as probabilities used for
each project are considered cautious. If any uncertainties around the timing
and completion of projects are closed positively then the forecasts present an
outcome in excess of the carrying value of the CGU.

 

17         Property, plant and equipment

                           Leasehold improvements  Other property, plant and equipment     Fixtures and      Total

                           £'000                                                            fittings
 Cost                                                                  £'000                        £'000               £'000
 At 1 July 2023            1,603                   1,457                                   44                3,104
 Additions                 4                       8                                       2                 14
 Disposals                 -                       -                                       (10)              (10)
 At 30 June 2024           1,607                   1,465                                   36                3,108

 Additions                 -                       6                                       4                 10
 Transfers                 -                       210                                     -                 210
 At 30 June 2025           1,607                   1,681                                   40                3,328

 Accumulated depreciation
 At 1 July 2023            1,258                   1,247                                   38                2,543
 Charge for the year       99                      52                                      -                 151
 Disposals                 -                       -                                       (10)              (10)
 At 30 June 2024           1,357                   1,299                                   28                2,684

 Charge for the year       97                      43                                      4                 144
 Transfers                 -                       210                                     -                 210
 At 30 June 2025           1,454                   1,552                                   32                3,038

 Carrying amount
 At 30 June 2025           153                     129                                     8                 290
 At 30 June 2024           250                     166                                     8                 424

 

 

18        Right-of-use assets

                      Buildings     Plant and machinery     Total
                      £'000         £'000                   £'000
 Cost
 At 1 July 2023       1,225         210                     1,435
 Additions            -             108                     108
 Disposals            (212)         -                       (212)
 At 30 June 2024      1,013         318                     1,331

 Transfers            -             (210)                   (210)
 At 30 June 2025      1,013         108                     1,121
 Depreciation
 At 1 July 2023       1,089         186                     1,275
 Charge for the year  42            39                      81
 Disposals            (212)         -                       (212)
 At 30 June 2024      919           225                     1,144

 Charge for the year  35            28                      63
 Transfers            -             (210)                   (210)
 At 30 June 2025      954           43                      997

 Carrying amount
 At 30 June 2025      59            65                      124
 At 30 June 2024      94            93                      187

 

Included within Buildings is property formerly used by the Group but now
sublet to a third party. The sublease is an operating lease and covers part of
the remaining period to which the Group is entitled to use the property under
the headlease. Details of rent receivable during the current period are
provided in note 7.

 

19        Investments

Investment in subsidiaries

                                  Company

                                  Investments other than loans

                                  £'000
 Cost
 At 1 July 2024 and 30 June 2025

                                  418

 Provision for impairment
 At 1 July 2024

                                  215
 Charge in the year               203
 At 30 June 2025                  418

 Carrying amount
 At 30 June 2025                  -
 At 30 June 2024                  203

 

Details of the subsidiaries can be found in note 20.

 

20     Subsidiaries

 

Details of the Company's subsidiaries at 30 June 2025 are as follows:

 

 Name of undertaking           Registered office                               Nature of business        Class of shares held  % Held Direct
 Aptamer Solutions Limited     Windmill House, Innovation Way, York, YO10 5BR  Research and development  Ordinary              100
 Aptamer Therapeutics Limited  Windmill House, Innovation Way, York, YO10 5BR  Non-trading               Ordinary              100
 Aptamer Diagnostics Limited   Windmill House, Innovation Way, York, YO10 5BR  Non-trading               Ordinary              100
 Aptasort Limited              Windmill House, Innovation Way, York, YO10 5BR  Dormant                   Ordinary              100

Each trading entity is a trading division of the Group and offers commercial
services to customers.

 

21        Inventories

                                2025     2024

                                £'000    £'000
 Raw materials and consumables  80       119

 

Inventories are stated after provision for impairment of £181,000 (2024
£181,000).

 

Details of amounts charged to the Income Statement are provided in note 6.
Inventories are charged to cost of sales when materials are consumed or
contractual commitments are complete.

 

 

22        Trade and other receivables

                                                     2025     2024

                                                     £'000    £'000
 Amounts falling due within one year:
 Trade receivables                                   241      110
 Allowance for expected credit losses                (12)     -
 Trade receivables - net                             229      110
 Other receivables                                   41       66
 Contract assets                                     113      101
 Prepayments                                         151      162
                                                     534      439
 Amounts falling due after more than one year:
 Other receivables                                   373      373
                                                     373      373

The Directors consider that the carrying value of trade and other receivables
is approximately equal to their fair value.

 

The Group's trade receivables and contract assets have been reviewed for
expected credit losses. Allowances have been made at the year-end amounting to
£35,000 (2024 - £nil), with movements on the allowances for expected credit
losses as follows:

 

 

                                            2025     2024

                                            £'000    £'000
 Balance at 1 July                          -        56
 Expected credit loss on trade receivables  12       -
 Expected credit loss on contract assets    23       -
 Release of irrecoverable debts             -        (56)
 Balance at 30 June                         35       -

 

Of the above, £23,000 (2024 - £nil) represents amounts provided against aged
contract assets, which is presented net in the main table of balances at the
year end.

 

The calculation of expected credit losses for trade receivables and accrued
income at 30 June 2025 was determined as follows:

                                                        Current  Less than 3 months  3 to 6 months  More than 6 months  Total
 Expected credit loss rate                              0.25%    0.5%                1.0%           100.0%
 Gross carrying amount of trade receivables (£'000)     171      58                  -              12                  241
 Gross carrying amount of contract assets (£'000) (*)   34       64                  14             24                  136
 Expected credit loss (£'000)                           1        1                   -              36                  38

 

The calculation of expected credit losses for trade receivables at 30 June
2024 was determined as follows:

                                                        Current  Less than 3 months  3 to 6 months  More than 6 months  Total
 Expected credit loss rate                              0.25%    0.5%                1.0%           100.0%
 Gross carrying amount of trade receivables (£'000)     90       -                   20             -                   110
 Gross carrying amount of contract assets (£'000) (*)   70       15                  -              -                   85
 Expected credit loss (£'000)                           -        -                   -              -                   -

 

The Company's receivables from group companies have been reviewed for expected
credit losses. Allowances have been made at the year-end of £1,794,000 (2024:
£1,746,000).

 

23        Current trade and other payables

                                          2025     2024

                                          £'000    £'000
 Trade payables                           414      452
 Other taxation and social security       58       56
 Other payables                           105      79
 Amounts owed to group undertakings       -        -
 Accruals                                 292      304
 Contract liability                       54       133
 Deferred income                          3        3
                                          926      1,027

 

The carrying amount of these liabilities approximates to their fair value.

 

Contract liability relates to amounts outstanding under existing customer
contracts where the delivery of service has not been completed at the
reporting date.

 

Deferred income represents government grants where amounts to which the Group
has an unconditional right are being recognised over a period of time related
to an underlying asset.

 

24        Non-current trade and other payables

                       2025     2024

                       £'000    £'000
 Deferred income       -        3

 

Deferred income represents government grants where amounts to which the Group
has an unconditional right are being recognised over a period of time related
to an underlying asset.

 

25        Borrowings

The contractual terms of the Group's interest-bearing loans and borrowings are
as follows:

 

                     2025     2024

                     £'000    £'000
 Current
 Other loans         9        38
 Non-current
 Other loans         -        9

 

Security of borrowings

Other loans represents a bounce-back loan of £9,000 (2024 - £19,000) which
is repayable in fixed instalments until 2026. The loan is not secured. It also
represents £0 (2024 - £28,000) of financing which is secured against assets
which have been acquired and subsequently had funding raised against them. All
interest rates payable are on an arm's length basis.

 

26        Lease liabilities

                                                          2025     2024

                                                          £'000    £'000
 Maturity analysis - contractual undiscounted cash flows
 Within one year                                          272      271
 Years two to five inclusive                              251      595
 After five years                                         -        -
 Total undiscounted lease liabilities                     523      866
 Future finance charges                                   (41)     (96)
 Discounted lease liabilities                             482      770
 Consisting of:
 Non-current                                              242      555
 Current                                                  240      215
 Total discounted lease liabilities                       482      770

 

Amounts of right-of-use assets recognised and the movements during the year
are disclosed in note 18.

 

The total cash outflow for leases during the year was £344,000 (2024:
£421,000).

 

27         Provisions for liabilities

                2025        2024

                £'000       £'000
 Dilapidations  35          35

 

Movements on provisions:

                        2025       2024

                         £'000      £'000
 Dilapidations
 At 1 July              35         35
 Additional provisions  -          -
 At 30 June             35         35

A provision was made in a prior period by the Directors to cover the expected
contractual commitments on termination of the licence agreement to occupy the
premises where the Group is based.

 

Any cashflows arising are expected when the Group vacates the premises at the
end of the lease or at the end of any renewal.

 

28      Deferred tax liabilities

 

The following are the major deferred tax liabilities and assets recognised by
the Group and movements thereon during the current and comparative reporting
periods:

 

                                                                       ACA's*   Tax losses  Lease assets  Lease liabilities  Short-term £'000   Total

                                                                       £'000    £'000       £'000         £'000                                 £'000
 Deferred tax liability/(asset) at 1 July 2024 as previously reported  219      (93)        77            (192)              (11)               -
 Deferred tax movement in the year
 Charge/(credit) to profit or loss                                     (165)    49          44            71                 1                  -
 Deferred tax liability/(asset) at 30 June 2025                        54       (44)        121           (121)              (10)               -

 

                                                 ACA's*   Tax losses  Lease assets  Lease liabilities  Short-term £'000   Total

                                                 £'000    £'000       £'000         £'000                                 £'000
 Deferred tax liability/(asset) at 1 July 2023   218      (6)         40            (252)              -                  -
 Deferred tax movement in the year
 Charge/(credit) to profit or loss               1        (87)        37            60                 (11)
 Deferred tax liability/(asset) at 30 June 2024  219      (93)        77            (192)              (11)               -

 

*Accelerated capital allowances

 

29        Cash and cash equivalents

 

                              2025     2024

                              £'000    £'000
  Cash and cash equivalents   1,059    870

All cash is available on demand and is unrestricted.

 

30       Financial risk management

 

The Group's financial instruments comprise cash, receivables and payables held
at amortised cost that arise from its operations.

 

The Group is exposed to financial risks on these financial instruments. The
Group's risk management is coordinated by its Directors who focus actively on
securing the Group's short to medium term cash flows through regular reviews
of the operating activities of the business. The Group does not actively
engage in the trading of financial assets for speculative purposes, nor does
it write options. The most significant financial risks to which the Group is
exposed are described below.

 

Liquidity risk

Management control and monitor the Group's cash flow on a regular basis,
including forecasting future cash flows, available bank and other credit
facilities in comparison to the Group's outstanding commitments on a regular
basis to ensure that the Group has sufficient funds to meet the obligations of
the Group as they fall due. Having regard to the visibility of sales, the cash
forecasts are regularly reviewed and cover alternative income scenarios.

 

The undiscounted contractual maturity of the Group's financial liabilities at
the end of the reporting period was as follows:

 

 Year ended 30 June 2025      Within 3 months £'000   3-12 months  1-2 years  2-5 years  Over 5 years  Total

                                                      £'000s       £'000      £'000s     £'000
 Trade and other payables     811                     -            -          -          -             811
 Loans                        3                       7            -          -          -             10
 Leases                       86                      186          251        -          -             523
 Total financial liabilities  900                     193          251        -          -             1,344

 

The undiscounted contractual maturity analysis of the Group's financial assets
at the end of the reporting period was as follows:

 

 Year ended 30 June 2025        Within 3 months £'000   3-12 months  1-2 years  2-5 years  Over 5 years  Total

                                                        £'000s       £'000      £'000s     £'000
 Trade and other receivables *  643                     -            -          -          -             643
 Contract assets *              113                     -            -          -          -             113
 Cash                           1,059                   -            -          -          -             1,059
 Total financial assets         1,815                   -            -          -          -             1,815

 

* Stated net of provision for expected credit loss

 

The undiscounted contractual maturity of the Group's financial liabilities at
the end of the previous period was as follows:

 

 Year ended 30 June 2024      Within 3 months £'000   3-12 months  1-2 years  2-5 years  Over 5 years  Total

                                                      £'000s       £'000      £'000s     £'000
 Trade and other payables     835                     -            -          -          -             835
 Loans                        30                      8            9          -          -             47
 Leases                       87                      184          345        250              -       866
 Total financial liabilities  952                     192          354        250        -             1,748

 

The undiscounted contractual maturity analysis of the Group's financial assets
at the end of the reporting period was as follows:

 

 Year ended 30 June 2024        Within 3 months £'000   3-12 months  1-2 years  2-5 years  Over 5 years  Total

                                                        £'000s       £'000      £'000s     £'000
 Trade and other receivables *  549                     -            -          -          -             549
 Contract assets *              101                     -            -          -          -             101
 Cash                           870                     -            -          -          -             870
 Total financial assets         1,520                   -            -          -          -             1,520

 

Interest rate risk

The Group adopts a policy of ensuring that there is an appropriate mix of
fixed and floating rates in managing its exposure to changes in interest rates
on borrowings. There is no material exposure to changes in interest rates at
the reporting date as all arrangements are at fixed interest rates.

 

Management regularly reviews the Group's interest rate risk position and
considers the requirement for any hedging instruments to mitigate risk as part
of this regular monitoring. There were no such hedging instruments in place at
the year-end (2024: none).

 

The carrying amount of financial assets / (liabilities) which expose the Group
to cash flow interest rate risk are as follows:

 

              2025       2024

               £'000      £'000
 Cash         1,059      870
 Other loans  (9)        (19)
              1,050      851

 

Foreign currency risk

The main currencies in which the Group trades are the Pound Sterling and the
US Dollar.

 

The Group is exposed in its trading operations to the risk of changes in
foreign currency exchange rates and during the period the fluctuation in
exchange rates has had an impact on reported results. As at 30 June 2025, the
Group does not have any financial assets or liabilities denominated in a
currency other than Pound Sterling, so is not exposure to any foreign currency
risks at that date.

 

Credit risk

Credit risk predominantly arises from trade receivables, contract assets, and
cash and cash equivalents. Credit risk attributable to trade receivables is
managed by monitoring the aggregate amount and duration of exposure to any one
customer depending upon their credit rating. The amounts presented in the
Consolidated Statement of Financial Position are net of allowances for
doubtful debts, estimated by the Group's management based on prior experience
and their assessment of the current economic environment. The Group has
recorded and expected credit loss provision for impairment of debts at the
reporting date. The historic trading activity and the collection of balances
due from customers does not indicate that impairment risk will be significant
in the future.

 

                                                    2025     2024

                                                    £'000    £'000
 Financial assets measured at amortised cost
 Trade and other receivables                        756      634
 Cash and cash equivalents                          1,059    870
                                                    1,815    1,504

 Financial liabilities measured at amortised cost
 Trade and other payables                           811      835
 Interest-bearing loans and borrowings              491      817
                                                    1,302    1,652

 

All financial liabilities are measured at amortised cost.

 

             Capital risk management

 

The Group's objectives when managing capital is to safeguard its ability to
continue as a going concern, so that it can provide returns for shareholders
and benefits for other stakeholders. The Group can implement a range of
measures to alter the capital structure including altering the dividends paid
to shareholders and arranging appropriate banking facilities.

 

The capital structure of the Group consists of net debt (borrowing offset by
cash and bank balances, see note 25) and equity (comprising issued share
capital, reserves and retained earnings).

 

The Directors of the Group review the capital structure on an ongoing basis.
As part of this review the Directors consider the cost of capital and risks
associated with each class of capital.

 

Effective interest rates and maturity analysis

 

Amounts included in the Group's statement of financial position on which
interest is earned or incurred are as follows:

 

 30 June 2025                    Effective interest rate  Total      One year or less  1-2 years  2-5 years  More than 5 years

                                  %                        £'000      £'000             £'000     £'000      £'000
 Cash and cash equivalents       0.0                      1,059      1,059             -          -          -
 Right-of-use lease liabilities  8.0-8.6                  482        240               242        -          -
 Other loans                     2.5                      9          9                 -          -          -
                                                          491        249               242        -          -

 

 30 June 2024                    Effective interest rate  Total      One year or less  1-2 years  2-5 years  More than 5 years

                                  %                        £'000      £'000             £'000     £'000      £'000
 Cash and cash equivalents       0.0                      870        870               -          -          -
 Right-of-use lease liabilities  8.0                      770        215               313        242        -
 Other loans                     2.5                      47         38                9          -          -
                                                          817        253               322        242        -

 

31        Retirement benefit schemes

 Defined contribution schemes                                           2025     2024

                                                                        £'000    £'000

 Charge to income statement in respect of defined contribution schemes  26       29

 

A defined contribution pension scheme is operated for all qualifying
employees. The assets of the scheme are held separately from those of the
Group in an independently administered fund. Contributions totalling £6,309
(2024: £6,899) were payable to the fund at the balance sheet date.

 

32        Issued share capital

                                                                    2025     2024

                                                                    £'000    £'000
 Ordinary share capital
 Issued and fully paid
 1,991,343,016 (2024: 467,343,673) Ordinary shares of £0.001 each   1,991    467

New share capital was issued as follows:

 

 Date              Number of 0.1p Shares  Issue Price  Consideration
 At start of year  467,343,673
 29 July 2024      116,835,918            0.2p         Cash
 13 August 2024    1,328,164,082          0.2p         Cash
 13 August 2024    8,000,000              0.2p         Payment in lieu of notice
 6 December 2024   67,500,000             0.2p         Settlement of non-executive director fees
 28 January 2025   3,499,343              0.2858p      Settlement of non-executive director fees
 At end of year    1,991,343,016

 

33        Reserves

 

          Retained earnings

          Cumulative profit and loss net of distribution to owners.

 

          Share premium

Cumulative excess over nominal value of consideration received, net of
directly attributable issue costs, for shares issued.

 

Share-based payments reserve

Used to recognise the grant date fair value of options issued to employees but
not exercised.

 

Group reorganisation reserve

Difference between the consideration given and the net assets of acquired
entities at the date of acquisition.

 

34        Share-based payments

 

Share options

The Group operates an executive unapproved share option scheme and an EMI
employee share option scheme. The movement on share options issued was as
follows:

 

                                                                     Exercise price  Options

                                                                     £
 At 30 June 2023                                                                     2,662,212
 Forfeited and lapsed in the period (EMI share option scheme)        0.0768          (32,600)
 Forfeited and lapsed in the period (EMI share option scheme)        0.1554          (766,400)
 Forfeited and lapsed in the period (executive share option scheme)  1.1700          (256,410)
 Forfeited and lapsed in the period (EMI share option scheme)        0.6350          (6,600)
 Granted in period (EMI share option scheme)                         0.0100          116,835,918
 Forfeited and lapsed in the period (EMI share option scheme)        0.0100          (2,630,349)
 At 30 June 2024                                                                     115,805,771
 Lapsed in the period (EMI share option scheme)                      6.1441          (124,549)
 Forfeited and lapsed in the period (EMI share option scheme)        0.0100          (25,100,271)
 Modified (elimination of shares under EMI share option scheme)      0.0100          (85,380,298)
 Modified (replacement shares under new EMI share option scheme)     0.0020          445,302,334
 Granted (new EMI share option scheme)                               0.0020          9,782,884
 At 30 June 2025                                                                     460,285,871

 

Share options outstanding at 30 June 2025 were:

 Date of grant                                                 Expiry date       Exercise price  Options

                                                                                 £
 Granted on 1 April 2015 (executive share option scheme)       21 November 2030  0.0768          118,600
 Granted on 1 April 2016 (executive share option scheme)       21 November 2030  0.0768          118,200
 Granted on 1 April 2017 (executive share option scheme)       21 November 2030  0.0768          201,800
 Granted on 1 April 2018 (executive share option scheme)       21 November 2030  0.1554          138,000
 Granted on 1 April 2019 (executive share option scheme)       21 November 2030  0.1554          96,200
 Granted on 1 April 2020 (executive share option scheme)       29 June 2031      0.1554          44,000
 Granted on 1 February 2021 (executive share option scheme)    29 June 2031      0.1554          182,600
 Granted on 31 July 2019 (EMI share option scheme)             31 July 2029      0.0768          69,853
 Granted on 30 June 2021 (EMI share option scheme)             29 June 2031      0.1554          427,800
 Granted on 16 December 2021 (EMI share option scheme)         15 December 2031  0.6350          78,600
 Granted on 9 October 2023 (EMI share option scheme)           8 October 2033    0.0100          3,725,000
 Granted on 6 December 2024                                    6 December 2034   0.0020          455,085,218
                                                                                                 460,285,871

 

The movement in options over ordinary shares of the Parent Company in the year
were as follows:

 

                                         Number of share options  Weighted average exercise price
                                         2025                     2025

                                         Number                   £
 Outstanding at 30 June 2024             115,805,771              0.0120
 Granted in year                         9,782,884                0.0020
 Increase from modification in the year  359,922,036              0.0020
 Forfeited in the year                   (25,100,271)             0.0100
 Lapsed in the year                      (124,549)                0.3160
 Outstanding at 30 June 2025             460,285,871              0.0026
 Exercisable at 30 June 2025             1,475,653                0.1539

 

The weighted average remaining contractual life of options outstanding at the
year-end is 9.42 years (2024: 8.53 years).

 

                              Number of share options  Weighted average exercise price
                              2024                     2024

                              Number                   £
 Outstanding at 30 June 2023  2,662,212                0.260
 Granted in year              116,835,918              0.0100
 Forfeited in the year        (2,758,554)              0.0110
 Lapsed in the year           (933,805)                0.2950
 Outstanding at 30 June 2024  115,805,771              0.0120
 Exercisable at 30 June 2024  1,600,202                0.1720

 

Significant new share options were granted ("the Award") as shown in the table
above to rebase the options to reflect dilution caused by significant
fundraises.

 

These are all equity-settled share based payments. These have been valued by
an independent valuation specialist using a Monte-Carlo simulation, which
takes into account only the share price hurdles necessary to achieve a payoff
at each date. There are additional non-market conditions, which are revenue
targets for each financial year.

 

The inputs used in assessing the value of the Award were as follows:

·    Grant date - 6 December 2024

·    Vesting period - up to 10 years (price targets can be achieved at any
time in this period)

·    Volatility - 88.87%

·    Dividend yield - 0%

·    Risk-free rate - 4.276%

·    Exercise price - £0.002/share

 

Equivalent inputs were put into the Monte-Carlo simulation for the 2023
scheme, which has been substantially modified as part of the grant of the 2024
scheme options. The 2024 scheme's fair value to be expensed is therefore a
combination of the incremental change in the fair value of the 2024 Award
compared to the 2023 Award, plus the unexpensed portion of the 2023 Award.

 

Notably, volatility is a significant input to the model and is unusually high.
The value used is the observable volatility of the Group's share price, as
priced on the Alternative Investment Market, from its flotation date to the
grant date. Given the recent challenges and changes detailed in note 39, it is
expected that similar volatility may be experienced in the short to medium
term as the Group continues to grow and commercialise its products. Based on
benchmarking of similar quoted companies, other similar companies have a
volatility around 60%; if this was used instead then the fair value of the
Award would fall by £370,000.

 

The incremental fair value was £1,081,035 and is being recognising over the
remaining vesting period of the modified grant.

 

The new options have an exercise price of 0.2p, which is equal to the price at
which the Company's fundraise was completed in July/August 2024.

 

The options are subject to challenging performance targets and vest and
exercise as follows:

(i)   One third, on the share price having remained at or above 7 times the
issue price for at least 3 months and exercisable 6 months following vesting;

(ii)  One third, on the share price having remained at or above 10 times the
issue price for at least 3 months and exercisable 12 months following vesting;

(iii) One third, on the share price having remained at or above 12.5 times the
issue price for at least 3 months and exercisable 24 months following vesting;

 

All in the money share options vest in the event that the Company is acquired
(or in the event of a person, group or entity acquiring or entering into a
definitive binding agreement to acquire more than 50% of the issued share
capital of the Company or assets of the Company or its subsidiaries
representing more than 50% of the consolidated earning power of the Company
and its subsidiaries taken as a whole).

 

The Award is expensed over the period in which entitlement to the Award is
established through the non-market conditions.

 

The expense recognised for the prior year reflected the Directors' best
assessment (as at the year end) of the likelihood of achieving revenue
conditions in FY25 and FY26, as well as an estimate of the level of staff
retention at those dates. This estimate was not revised to the point of
modification; subsequent to modification, the 2024 Award has removed the
non-market performance conditions and instead includes only a share price
hurdle, which is built into the fair value of the Award itself.

 

The total expense recognised in the income statement from equity-settled
share-based payments is disclosed in note 6.

 

Warrants

On 15 December 2021, the Company granted to SPARK a warrant to subscribe for
up to 689,417 Ordinary Shares (representing 1% of the Enlarged Share Capital)
at the Placing Price. The exercise period commenced on Admission and ended on
the third anniversary of Admission, which fell during the year. As a result,
these warrants have expired without being exercised.

 

During the 2024 fundraise, detailed in note 32, 138,900,000 new warrants were
issued to the placing agent as part of the amounts payable for the fundraising
services. These warrants can be exercised at any time up to 5 years from the
date of the fundraise, at a price of £0.002 per warrant. In addition,
36,000,000 broker warrants issued on 31 July 2023 as part of the 2023
fundraise were modified to reduce the exercise price, which aligned these at
£0.002 per warrant. Movements in the year were as follows:

 

                              Number of share options  Weighted average exercise price
                              Number                   £
 Outstanding at 30 June 2024  36,689,417               0.0354
 Granted in year              138,900,000              0.0020
 Lapsed in the year           (689,417)                1.3600
 Outstanding at 30 June 2025  174,900,000              0.0020
 Exercisable at 30 June 2025  174,900,000              0.0020

 

The fair value of the above warrant modifications was determined to be
£317,000, and has been debited to share premium as a cost of fundraising. No
amounts are included within the profit and loss account in respect of this.

 

35        Cash used in operations

                                                   2025     2024

                                                   £'000    £'000
 Loss for the year after tax                       (2,424)  (2,958)
 Adjustments for:
 Taxation                                          (145)    (183)
 Finance costs                                     57       81
 Investment revenue                                (27)     (24)
 Amortisation and impairment of intangible assets  22       13
 Depreciation and impairment of tangible assets    207      232
 Shares issued in lieu of Directors' remuneration  196      -
 Equity-settled share-based payment expense        116      49
                                                   (1,998)  (2,790)
 Movements in working capital:
 Change in inventory                               39       85
 Change in debtors                                 (97)     239
 Change in creditors                               (103)    (306)
 Cash used in operations                           (2,159)  (2,772)

 

36         Changes in liabilities arising from financing activities

                    1 July 2024  Cash flows      New leases      Other non-cash changes                30 June 2025

                    £'000        £'000           £'000            £'000                                 £'000
 Loans              47           (38)            -               -                                     9
 Lease liabilities  770          (288)           -               -                                     482
                    817          (326)           -               -                                     491
                    1 July 2023  Cash flows      New leases                Other non-cash changes      30 June 2024

                    £'000        £'000           £'000                      £'000                       £'000

 Loans              69           (22)            -                         -                           47
 Lease liabilities  1,009        (347)           108                       -                           770
                    1,078        (369)           108                       -                           817

 

37          Controlling party

 

The Directors consider that there is no ultimate controlling party.

 

38        Related party transactions

                In accordance with FRS101, these disclosures of
transactions with related parties cover the group.

 

Key management personnel

Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the Group, including
the Directors of the Company.

The remuneration of key management personnel of the Group was:

                                                       2025     2024

                                                       £'000    £'000
 Aggregate emoluments                                  681      731
 Share-based payments                                  97       79
 Contribution to defined contribution pension schemes  4        6
                                                       782      816

 

In addition one director was paid £81,000 through a company under his
control.

 

39        Events after the reporting date

 

On 4 July 2025 the Company announced a significant new fundraising event which
resulted in a firm placing of 400,419,909 ordinary shares for total proceeds
of £1.2 million and a conditional placing of 266,246,757 ordinary shares for
total proceeds of £0.8 million.

 

On 18 July 2025 the Company announced an issue of 2,968,695 ordinary shares in
settlement of non-executive director fees.

 

On 19 August 2025 the Company announced an issue of 36,000,000 ordinary shares
in respect of Warrants.

 

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