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RNS Number : 2666O BSF Enterprise PLC 25 June 2025
24 June 2025
BSF Enterprise PLC
("BSF" or the "Company")
Interim 2025 Results
BSF (LSE: BSFA), (OTCQB: BSFAF), a leading innovator in tissue-engineered
materials is pleased to announce its unaudited interim results for the six
months ending 31 March 2025.
Dr Che Connon, CEO of BSF Enterprise is pleased to present the report for
the six months ended March 31, 2025.
Financial Summary: The net loss for the period decreased to £790,623,
compared to a loss of £864,775 in the corresponding six-month period in 2024.
This reduction reflects a small decrease in administrative expenses and an
increase in grant income. Administrative expenses were 2% lower at £875,730,
and grant income increased significantly to £67,823 (2024: £3,779). The loss
per share decreased from 0.84 pence to 0.64 pence.
The Group's cash balance as of March 31, 2025, was £338,957, down from
£637,656 at September 30, 2024. This reduction is due to the losses for the
period and proceeds from a £500,000 placing in December 2024. No dividends
were paid or proposed during this period.
Business Review Highlights:
● Strategic Partnerships and Collaborations: BSF Enterprise, through
its subsidiary 3D Bio-Tissues (3DBT), signed a strategic Memorandum of
Understanding (MoU) with Sartorius, a global leader in bioprocessing
solutions. This partnership aims to develop cost-effective and scalable
production methods for lab-grown leather and alternative protein products.
● Advancements in Lab-Grown Leather Commercialization: Lab-Grown
Leather Ltd (LGL) is developing three core product lines: Elemental
Leather™, Elemental+™, and Elemental X™.
○ Elemental Leather™ is a premium lab-grown leather designed to be
identical to traditional leather.
○ Elemental+™ is an ultra-thin (>0.04mm) yet strong leather
alternative, opening opportunities in weight-sensitive sectors like sportswear
and electric vehicles.
○ Elemental X™ is a groundbreaking leather developed using
engineering biology and AI, including the pioneering T-Rex leather derived
from synthetic T-Rex DNA.
● Breakthrough Developments and Market Engagement: Elemental+™
achieved a key milestone with its ultra-thin strength. The announcement of
Elemental X™ and the T-Rex leather collaboration garnered global media
attention, reaching an audience of over 500 million. LGL has since entered
commercial discussions with three leading fashion and accessories brands
regarding the T-Rex leather product.
● New Product Development - CytoBoost: 3DBT is developing CytoBoost, a
new product range for biopharma and biomedical research, designed to accompany
City-Mix™. CytoBoost Revive has been shown to increase cell revival
following thaw from cryostorage by up to 100%.
● Kerato Progress: Kerato, our corneal replacement company, continues
to make strong operational progress, securing grants for the development of
its LiQD Cornea technology and for implementing an ISO-13485 quality
management system.
● Financial Developments and Strategic Funding: We successfully
completed a strategic placement of 4,725,000 new ordinary shares at 3 pence
per share in April 2025, raising £141,750 to support growth initiatives.
● December 2024 Fundraising: Completed an oversubscribed placing of
20,000,000 new ordinary shares at 2.5 pence per share, raising £500,000. The
placing included one warrant per share at an exercise price of 5 pence, valid
for three years, with 15% of the funds subscribed by management. The funds
will support strategic business objectives across BSF's subsidiaries.
● Commercial Partnerships and Sample Development: LGL engaged with
four major fashion brands, providing samples of Elemental Leather™ and
receiving positive feedback that has led to product refinements.
● Operational Efficiencies and Sustainability Initiatives: The use of
3DBT's City-Mix™ media additive is expected to save LGL over £500,000 in
tissue production costs over the next five years, enhancing profitability and
reinforcing our commitment to sustainability.
Outlook:
BSF Enterprise remains dedicated to advancing its portfolio of sustainable
tissue-engineered materials and strategic collaborations. With significant
progress in lab-grown leather commercialization, partnerships with industry
leaders, and successful financing initiatives completed in 2025, the Group is
well-positioned for continued growth, innovation, and value creation in the
year ahead.
For further enquiries, please visit www.bsfenterprise.com
(http://www.bsfenterprise.com/) or contact:
BSF Enterprise PLC
Geoff Baker - Executive Director
Che Connon - CEO & Director
Shard Capital (Broker)
Damon Heath 0207 186 9000
Isabella Pierre 0207 186 9927
ISIN of the Ordinary Shares is GB00BHNBDQ51
SEDOL Code is BHNBDQ5.
24 June 2025
BSF Enterprise PLC
("BSF" or the "Company")
Unaudited Interim Consolidated Financial Statements
for the period ended 31 March 2025
Chairman's Statement
On behalf of the Board, I present the 2025 Interim Financial Statements of BSF
Enterprise Plc for the six months ended 31 March 2025.
During this period, the Company has continued to make remarkable progress in
advancing its strategy, marked by substantial technological developments, new
strategic partnerships, and significant steps toward commercialization across
its key business areas.
One of the period's most pivotal achievements was the signing of a strategic
Memorandum of Understanding (MoU) between our subsidiary 3D Bio-Tissues (3DBT)
and global bioprocessing leader Sartorius. This partnership aims to combine
3DBT's innovative scaffold-free tissue-engineered materials and patented
macromolecular crowders with Sartorius's extensive expertise in cell culture
platforms and bioprocessing technologies. The collaboration is designed to
accelerate the development of cost-effective, scalable, and sustainable
production methods, particularly in the lab-grown leather and alternative
protein sectors, aligning with BSF's vision of driving innovation and
efficiency in sustainable biotechnology solutions.
In addition to our technological advancements, we strengthened our capital
base through the approval and publication of our Prospectus by the Financial
Conduct Authority (FCA). This allows the issuance of up to 28,926,352 new
ordinary shares, providing the flexibility needed to support our growth
strategy. This follows our successful fundraising in December 2024, raising
£500,000 through an oversubscribed placing of 20,000,000 new ordinary shares
at 2.5 pence per share. The placing also included one warrant per share at an
exercise price of 5 pence, valid for three years, with management subscribing
for 15% of the funds raised-demonstrating strong internal confidence in the
Group's vision and execution capabilities. The shareholder approval of share
allotment and the disapplication of pre-emption rights at our annual general
meeting underscores investor confidence in our expansion plans.
Our subsidiary, Lab-Grown Leather Ltd (LGL), has made significant strides in
its commercialization journey. Supported by the Northern Accelerator Growth
Support Grant, LGL has initiated strategic collaborations with third parties
to conduct market research, develop scalable production processes, and align
commercialization with key sectors such as fashion, jewellery, and automotive.
This includes building a comprehensive business case to position LGL as a
stand-alone entity, unlocking value for both existing and new investors.
Among our most innovative milestones this year is the announcement of
Elemental X™, the flagship product developed by LGL using our proprietary
Advanced Tissue Engineering Platform (ATEP™). In a groundbreaking
collaboration with VML and The Organoid Company, LGL unveiled plans for the
world's first leather product inspired by Tyrannosaurus rex DNA. This
pioneering project leverages creative innovation, genomic engineering, and
sustainable tissue engineering to redefine the luxury materials industry. The
T-Rex leather represents a sustainable and high-performance alternative,
opening exciting new opportunities in accessories and automotive sectors.
Our commitment to financial discipline remains strong. We successfully
executed a strategic placement of 4,725,000 new ordinary shares at 3 pence per
share in April 2025, raising £141,750 within our available share issuance
headroom. This placement reflects continued support from our largest
shareholder and reinforces investor confidence in our business model,
especially following the T-Rex leather announcement, which generated
significant media attention and interest from potential partners.
Looking ahead, Lab-Grown Leather Ltd has made remarkable progress in product
development, including a breakthrough with Elemental+™, an ultra-thin
(>0.04mm) yet strong leather alternative that expands design possibilities
in sportswear, electric vehicles, and aerospace. Elemental+™ and Elemental
X™ products continue to attract substantial interest from major fashion
brands, with several partners commissioning samples for testing and
development. Positive feedback from these collaborations has led to ongoing
product refinements, positioning us strongly for future commercialization.
Production expansion is on the horizon, supported by substantial cost savings
through the use of 3DBT's City-Mix™ media additive, which is expected to
save LGL over £500,000 in tissue production costs over the next five years.
This initiative not only enhances profitability but also reinforces our
commitment to sustainable and innovative materials.
BSF Enterprise remains resolute in its dedication to driving biotechnology
forward, delivering transformative solutions across the materials, food
technology, and life sciences sectors. Our progress in 2025 demonstrates our
unwavering commitment to sustainability, ethics, and innovation, as we build a
foundation for long-term value creation.
On behalf of the Board, I extend our heartfelt appreciation to our
shareholders for their continued trust and support. We remain focused on
honouring our commitments and creating enduring value for all
stakeholders.
Chief Executive's Report
I am pleased to present my report for the six months ended 31 March 2025.
Financial summary
The net loss for the period ended 31 March 2025 was £790,623 (2024: £864,775
loss). The decrease in the loss compared with the corresponding six-month
period in 2024 reflects a small reduction in administrative expenses and an
increase in grant income. In particular, administrative expenses of £875,730
were 2% lower than the corresponding period whilst grant income of £ 67,823
was received in the period (2024: £3,779). the Group generated revenues of
£20,559 (2024: £54,295).
The loss per share decreased from 0.84 pence per share to 0.64 pence per
share.
Cash flow
The Group's cash balances as at 31 March 2025 were £338,957 (compared with
£637,656 at 30 September 2024). The reduction in cash balances reflects the
losses for the period and placing proceeds of £500,000 in December 2024 .
Dividends
During the period ended 31 March 2025, there were no dividends paid or
proposed.
Business Review
Strategic Partnerships and Collaborations
In the six months ended 31 March 2025, BSF Enterprise, through its subsidiary
3D Bio-Tissues (3DBT), signed a strategic Memorandum of Understanding (MoU)
with Sartorius, a global leader in bioprocessing solutions. This partnership
aims to combine 3DBT's innovative scaffold-free tissue-engineered materials
and patented macromolecular crowders-City-Mix™ for alternative protein and
CytoBoost™ for biopharma-with Sartorius's expertise in cell culture
platforms, bioprocess technologies, and scaling. The collaboration focuses on
developing cost-effective and scalable production methods for lab-grown
leather and alternative protein products, supporting BSF's sustainability
objectives and commercial strategy.
Advancements in Lab-Grown Leather Commercialization
Lab-Grown Leather Ltd (LGL), BSF's wholly owned subsidiary, continued to
accelerate commercialization efforts. LGL is developing three core product
lines:
• Elemental Leather™: Premium lab-grown leather
identical in feel, look, and smell to traditional leather.
• Elemental+™: Ultra-thin (>0.04mm) yet strong
leather, achieved using vegetable-derived tanning components. This innovation
unlocks opportunities in weight-sensitive sectors such as sportswear, electric
vehicles, and aerospace.
• Elemental X™: Groundbreaking leather developed using
engineering biology and AI, including the pioneering T-Rex leather derived
from synthetic T-Rex DNA.
Lab-Grown Leather Ltd (LGL) is developing innovative leather materials from
unique species, including T-Rex, utilizing a proprietary "scaffold-free"
tissue engineering technology. This advanced platform allows engineered cells
to generate their own natural structure, resulting in a product that closely
mimics the composition and performance of traditional animal leather. This
approach offers a sustainable and cruelty-free alternative to conventional
leather production, addressing significant environmental and ethical concerns
associated with traditional tanning processes, such as the use of harmful
chemicals and deforestation.
Table 1: Lab-Grown Leather Ltd: Product Concepts, Market Appeal, and
Visualization Strategy
Product Concept Key Features/Benefits Target Market/Applications Market Size/Growth (CAGR) Commercialisation Strategy (Current/Planned)
Elemental Lux™ Scaffold-free, 100% cell-derived, authentic structure, natural durability, Luxury fashion accessories, general leather goods Global Leather Goods: $780B (4.6% CAGR 2025-2035) Working with 4 of the top 5 luxury brands to develop product
repairability, tactility, biodegradable, cruelty-free, sustainable, reduced
environmental impact (water, chemicals, deforestation), full traceability
Elemental+™ High-performance, flexible, strong, lightweight durability, customizable Next-generation applications, potentially smart textiles, automotive Smart Textile: $41.20B (22.51% CAGR) Seeking development partners in high-end sportswear such as football boots to
textures and finishes replace kangaroo leather
Elemental-X™ (e.g. T-Rex) Bioengineered cellular structures, incorporating prehistoric DNA, pioneering Luxury fashion accessories (initial commercial product by end of 2025), Bio-based Materials: $47.9B (10-15% annually) Partnership with VML, The Organoid Company)
exploration of ancient biology, luxury appeal automotive
Breakthrough Developments and Market Engagement
Elemental+™ achieved a key milestone, maintaining comparable strength at a
thickness of just >0.04mm-up to a hundred times thinner than the thickest
traditional leather-opening the door to new product applications. In addition,
the announcement of Elemental X™ and the T-Rex leather collaboration with
VML and The Organoid Company captured global media attention, with coverage
reaching an audience of over 500 million, an estimated print circulation of
2.5 million, and more than 2,500 engagements on social media. Following this,
LGL entered into commercial conversations with three leading fashion and
accessories brands regarding the production of the world's first T-Rex leather
product.
New product development from 3DBT - CytoBoost
The global market for consumables used in cryopreservation and post-thaw cell
recovery is experiencing significant growth, projected to reach between
US$80.6 billion by 2034 and US$95.45 billion by 2035, with a Compound Annual
Growth Rate (CAGR) exceeding 21%. This expansion is largely driven by
advancements in cell and gene therapies, regenerative medicine, and
biobanking, all of which rely heavily on effective cell storage and revival.
Consumables, including cryoprotective agents (CPAs), specialized freezing
media, and post-thaw recovery solutions, form the largest segment of this
market.
Despite the market's growth, challenges such as cryoinjury-damage occurring
during freezing and thawing-and Cryopreservation-Induced Delayed Onset Cell
Death (CIDOCD)-cell death hours to days after thawing-remain significant
hurdles. These challenges necessitate continuous innovation in consumables,
including the development of less cytotoxic CPAs and specialized post-thaw
reagents designed to mitigate cellular stress and promote recovery. The
industry is shifting towards a holistic biopreservation approach, focusing on
maintaining cell viability and functionality throughout the entire process,
not just during freezing. This includes developing "smart" or "optimized"
cryo-media formulations that balance protection with reduced toxicity. There's
also a growing demand for animal-origin-free and chemically defined
formulations to ensure consistency, reduce contamination risks, and meet
stringent regulatory requirements.
Key market players like Thermo Fisher Scientific, BioLife Solutions,
Pluristyx, PromoCell GmbH, and Sartorius AG offer a range of specialized
freezing media and post-thaw recovery supplements. These products aim to
address specific issues like post-thaw stress response and improve overall
cell yield and functionality.
Geographically, North America currently dominates the market due to a
favourable regulatory environment and high healthcare expenditure. However,
the Asia-Pacific (APAC) region is rapidly emerging as a high-growth area,
fuelled by increasing investments in biotechnology and rising awareness of
stem cell storage. The market's growth drivers include the increasing demand
for advanced medical treatments and the expansion of stem cell research and
biobanking. However, high costs, safety concerns, and varying global
regulations pose restraints to market expansion.
3D Bio-Tissues (3DBT) is contributing to this market with media supplements
like City-Mix and CytoBoost. City-Mix uses macromolecular crowding to enhance
cell proliferation and yield, potentially reducing the need for expensive
growth factors, which offers significant cost savings, particularly for the
cultivated meat industry. CytoBoost-revive, whilst currently in Beta-testing
is showing impressive results in 3(rd) party hands, it is positioned to
address a significant and growing need in the cryopreservation market,
specifically the post-thaw media additives. If this product can continue to
demonstrably improve post-thaw viability, it represents a substantial value
proposition for cell therapies and cultivated meat production, where
cryopreservation is a critical step.
Kerato Ltd. is developing LiQD Cornea, a cell-free, liquid hydrogel to address
the global shortage of donor corneas. This innovative solution, composed of
collagen-like peptides and polyethylene glycol, forms a self-sealing gel on
contact with corneal tissue, promoting healing and reducing inflammation. Its
key advantages include spontaneous gelation at body temperature, lower cost
and reduced immune rejection compared to existing treatments, and potential
for outpatient application.
LiQD Cornea's "in situ tissue engineering" approach offers a paradigm shift
from traditional corneal transplants, providing a less invasive, faster
recovery for patients, and reducing healthcare burdens. Kerato is pursuing a
strategic regulatory pathway, initiating veterinary trials in Q3 2025 and
aiming for a human clinical trial in 2027, leveraging veterinary data to
de-risk and accelerate human trials.
The global corneal transplant market, valued at $439.8 million in 2023, is
projected to reach $795.0 million by 2033, driven by increasing corneal
disorders and an aging population. Despite this growth, a severe donor
shortage exists, with millions awaiting transplants. LiQD Cornea aims to
disrupt this market by offering a widely accessible, synthetic, and less
immunogenic alternative, significantly expanding the addressable market and
offering substantial revenue potential.
Table 2: Kerato Ltd: LiQD Cornea Development Milestones & Investor
Communication Plan
Category Detail Investor Communication Focus
Product LiQD Cornea: Hydrogel for in situ corneal tissue engineering Addresses global unmet medical need, disruptive regenerative approach,
cost-effectiveness, patient quality of life improvement
Mechanism/Key Advantages Cell-free, liquid hydrogel matrix; spontaneous gelation (5 min, body temp, no Paradigm shift in corneal repair, superior patient outcomes, reduced
light); synthetic collagen analogue; less costly; reduced immune rejection; healthcare burden, broad applicability
outpatient application potential; stimulates in situ tissue remodelling
Current Status Pre-clinical studies completed (2024); Veterinary trial granted (Q4 2025); Early safety and efficacy signals, de-risking for human trials, tangible
Veterinary product launch (late 2026) progress towards commercialization
Future Milestones Human clinical trials (start 2027); Ethical approval (2026); Regulatory Clear, actionable roadmap, defined path to market, adherence to timelines,
approvals (2028); Medical Device launch (2028) proactive regulatory engagement
Regulatory Pathway UK MHRA, EU MDR, US FDA (anticipated Class IIb/III for novel implants, Strategic navigation of complex regulatory landscape, expertise in compliance,
requiring rigorous assessment and clinical evidence) commitment to patient safety
Market Opportunity Global corneal transplant market: $439.8M (2023) to $795.0M (2033) at 6.1% Vast, expanding addressable market, disruptive potential to transform standard
CAGR; 12.7M people on waiting lists (significant unmet need) of care, strong revenue growth prospects
Financial Developments and Strategic Funding
BSF Enterprise strengthened its financial position by successfully completing
a strategic placement of 4,725,000 new ordinary shares at 3 pence per share in
April 2025, raising £141,750 to support its strategic business and growth
initiatives. This placement was executed within the Company's remaining
headroom for shares under FCA Rules and reflects continued shareholder
confidence, especially in light of the T-Rex leather milestone.
In addition, the Company completed an oversubscribed placing in December 2024,
raising £500,000 through the issue of 20,000,000 new ordinary shares at 2.5
pence per share. This placing included one warrant per share at an exercise
price of 5 pence, valid for three years, with management subscribing for 15%
of the funds raised. The proceeds are being strategically allocated to support
key projects across the Group's subsidiaries, including the scale-up of
Lab-Grown Leather's pilot plant, the advancement of Kerato Ltd's LiQD Cornea
device towards clinical trials, and the launch of CytoBoost™ in the
biopharma sector.
Comprehensive IP Strategy: Protecting Innovation and Driving Valuation
A robust intellectual property (IP) strategy, encompassing patents,
copyrights, and trade secrets, is crucial for pre-revenue biotechnology
companies like BSF's subsidiaries to protect innovation, strengthen market
position, and attract investors. Investors meticulously evaluate patent
strength, including claim breadth, enforceability, and jurisdictional
coverage, as IP creates competitive barriers, adds long-term value, and is
fundamental to company valuation. A high rate of patent generation signals a
defensible market position and provides a "financial safety net" for investors
in deep tech ventures.
For BSF, IP is a core asset that directly contributes to valuation and
mitigates risk. The communication strategy should emphasize how each IP asset
creates a "moat" around innovations and contributes to future revenue,
potentially through licensing. For example, LGL's patented scaffold-free
technology offers a more authentic, durable, and cost-effective lab-grown
leather. Similarly, 3DBT's patent on macromolecular crowders for City-Mix
should be presented as a proprietary solution that reduces customer costs and
increases yields, securing a defensible position in the cell culture media
market. This approach translates technical IP into clear business impact,
demonstrating how IP enables competitive advantage and supports pricing power.
BSF is actively identifying and communicating potential licensing deals or
strategic partnerships that can leverage its IP to generate non-dilutive
capital or early-stage revenue, even if the primary products are not yet
commercialized. This showcases financial prudence and alternative value
creation pathways. Properly protected trade secrets, such as proprietary
genomic data or manufacturing processes, also provide a competitive edge. A
strong IP portfolio will enhance opportunities for licensing, joint ventures,
and co-development deals, which are crucial for generating revenue before full
commercialization. Thus, BSF is highlighting a pipeline of potential licensing
opportunities, via a diversified revenue strategy and proactive capital
management, which will appeal to investors in the current biotech funding
climate.
Table 3: BSF Enterprise PLC IP Portfolio Overview & Strategic Value
Subsidiary Key IP Assets Technology Protected Strategic Value/Competitive Moat Alignment with Commercial Strategy Freedom to Operate (FTO) Status
Lab-Grown Leather Ltd (LGL) Patents (scaffold-free platform, specific formulations), Trade Secrets Scaffold-free tissue engineering for cultivated dermal skin. Market exclusivity, barrier to entry, superior product performance Enables premium pricing in luxury markets, expands into new sectors Confirmed FTO analysis to mitigate legal risks
(processing techniques), Trademarks (Elemental Leather™, Elemental+™,
(authenticity, durability, tactility), ethical differentiation, licensing (automotive), reduces supply chain risk, aligns with sustainability demands
Elemental-X™) Ultra-thin leather potential for broad material applications
3D Bio-Tissues Ltd (3DBT) Patents (City-Mix™ macromolecular crowders), Trade Secrets (CytoBoost™ Macromolecular crowding agents for cell culture, tissue templating platform Cost-efficiency for customers (reduced growth factor use), increased cell Drives adoption by third parties in biopharma and cultivated meat, supports Confirmed FTO analysis to mitigate legal risks
formulations, tissue templating processes), Trademarks (CytoBoost™, for functional tissues yield/performance, competitive advantage in cell culture media market, price parity for cultivated meat, enables broader industry growth
City-Mix™) licensing potential for biopharma/cultivated meat
Kerato Ltd Patents (LiQD Cornea hydrogel composition, in situ tissue engineering Hydrogel for in situ corneal tissue engineering, regenerative medicine Addresses global donor shortage, reduced immune rejection, potential for Targets vast unmet medical need, potential for significant market share in Confirmed FTO analysis to mitigate legal risks
methods), In-licensed IP (University of Montreal), Trademarks (LiQD Cornea™) outpatient application, disruptive alternative to traditional transplants, corneal repair, aligns with healthcare cost-reduction trends
strong market potential in ophthalmology
Commercial Partnerships and Sample Development
In 2025, LGL engaged with four major fashion brands, producing eight 10x10cm²
samples of Elemental Leather™ for testing and development. Feedback from
these partners has led to notable improvements in product quality and
suitability for downstream processing. These iterative developments have
helped refine the leather's look, feel, and compatibility with traditional
tanning techniques.
Operational Efficiencies and Sustainability Initiatives
Over the next five years, LGL's purchase and use of 3DBT's City-Mix™ media
additive is expected to save the Company more than £500,000 in tissue
production costs. This cost-saving measure reinforces BSF's commitment to
operational efficiency and sustainable manufacturing practices, supporting the
Group's broader strategy to scale production and increase profitability.
Che Connon, Chief Executive Officer
24 June 2025
Registered number: 11554014
BSF Enterprise Plc
Unaudited Interim Consolidated Financial Statements
for the period ended 31 March 2025
Statement of directors' responsibilities in respect of the interim results
The Directors; being Min Yang (Non-Executive Chairman), Dr Che Connon
(Managing Director), Geoffrey Baker (Executive Director) and Dennis Ow
(Non-Executive Director) confirm that the set of Interim Financial Statements
has been prepared in accordance with International Accounting Standard 34
"interim financial reporting", as it applies in the European Union and that
interim report includes a fair review of the information required by DTR
4.2.7R and DTR 4.2.8R, namely:
● an indication of important events that have occurred during the
first six months of the financial year;
● and material related party transactions in the first six months
and any material changes in the related party transactions described in the
last annual report.
By order of the Board
Min Yang
Chairman
24 June 2025
Consolidated Statement of Comprehensive Income
for the period ended 31 March 2025
6-month period 6-month period
to 31 March to 31 March
2025 2024
(Unaudited) (Unaudited)
Note £ £
Continuing operations
Revenue 3 20,559 54,295
Cost of sales (5,065) (25,997)
Gross profit 15,494 28,298
Grant income 4 67,823 3,779
Administrative expenses 5 (875,730) (893,278)
Operating loss for the period (792,413) (861,201)
Finance expense - right-of-use lease liabilities (1,559) (3,607)
Interest received 9 33
Loss before taxation (793,963) (864,775)
Taxation 6 3,340 -
Loss for the period (790,623) (864,775)
Loss and total comprehensive loss for the financial period (790,623) (864,775)
Loss per share
Basic and diluted (pence per share) 7 (0.64) (0.84)
There are no items of other comprehensive income.
The notes to the interim financial statements form an integral part of these
interim financial statements.
Consolidated Statement of Financial Position
as at 31 March 2025
As at As at
31 March 30 September 2024
2025 (Audited)
(Unaudited)
Note £ £
Assets
Non-current assets
Property, plant and equipment 8 64,227 81,055
Right-of-use assets 9 34,161 72,041
Intangible assets 10 2,485,290 2,485,290
Total non-current assets 2,583,678 2,638,386
Current assets
Cash and cash equivalents 11 338,957 637,656
Receivables and prepayments 12 184,515 157,023
Inventory 13 87,003 62,392
Total current assets 610,475 857,071
Total assets 3,194,153 3,495,457
Equity and liabilities
Capital and reserves
Share capital - issued and fully paid 16 1,158,509 955,384
Share capital - issued but unpaid 16 77,985 77,985
Share premium - fully paid 16 6,576,763 6,292,888
Warrant reserve 16 44,533 38,478
Accumulated losses (4,964,976) (4,174,353)
Total equity 2,892,814 3,190,382
Liabilities
Current liabilities
Trade and other payables 14 188,827 147,332
Taxes and social security 63,386 64,293
Lease liabilities 15 37,066 78,050
289,279 289,675
Non-current liabilities
Lease liabilities 15 - -
Deferred tax 6 12,060 15,400
12,059 15,400
Total liabilities 301,339 305,075
Total equity and liabilities 3,194,153 3,495,457
The notes to the interim financial statements form an integral part of
these interim financial statements.
Consolidated Statement of Changes in Equity
for the period ended 31 March 2025
Share capital issued and paid up Share capital issued and unpaid Share premium fully paid Warrant reserve Retained deficit Total
£ £ £ £ £ £
As at 30 September 2023 955,384 77,985 6,292,888 34,785 (2,502,062) 4,858,980
Comprehensive income for the period
Loss for the period - - (864,775) (864,775)
- -
Total comprehensive loss for the period - - (864,775) (864,775)
- -
As at 31 March 2024 955,384 6,292,888 34,785 (3,366,837) 3,994,205
77,985
As at 30 September 2024 955,384 77,985 6,292,888 38,478 (4,174,353) 3,190,382
Comprehensive income for the period
Loss for the period - - (790,623) (790,623)
- -
Total comprehensive loss for the period - - (790,623) (790,623)
- -
Issue of shares 203,125 - 309,375 - - 512,500
Costs of share issues - - (25,500) - - (25,500)
Share-based payment expense - - - 6,055 - 6,055
Transactions with shareholders 203,125 - 283,875 6,055 - 493,055
As at 31 March 2025 1,158,509 6,576,763 44,533 (4,964,976) 2,892,814
77,985
Consolidated Statement of Cash Flows
for the period ended 31 March 2025
6-month period 6-month period
to 31 March to 31 March
2025 2024
(Unaudited) (Unaudited)
Note £ £
Cash flow from operating activities
Loss after tax (790,623) (864,775)
Tax credit (3,340) -
Depreciation 56,708 55,786
Share-based payment expense 6,055 -
Interest received (9) (33)
Changes in working capital:
Increase / (decrease) in trade and other payables 61,364 (55,548)
Increase in receivables (35,768) (11,168)
Increase in inventory (24,611) (22,731)
Net cash used in operating activities (730,224) (898,469)
Cash flow from investing activities
Acquisition of plant and equipment 8 (2,000) (7,926)
Interest received 9 33
Net cash from investing activities (1,991) (7,893)
Cash flow from financing activities
Issue of shares 16 500,000 -
Costs of shares issued 16 (25,500) -
Repayment of lease liabilities 15 (40,984) (38,936)
Net cash from / (used in) financing activities 433,516 (38,936)
Net cash outflow for the period (298,699) (945,298)
Cash and cash equivalents at beginning of the period 11 637,656 2,319,061
Cash and cash equivalents at end of the period 11 338,957 1,373,763
Notes to the Interim Consolidated Financial
Statements for the period ended 31 March 2025
1. Accounting policies
Basis of preparation of Interim Financial Statements
The Interim Consolidated Financial Statements have been prepared in accordance
with IAS 34 "Half Year Financial Reporting" as it applies in the United
Kingdom and the Disclosure and Transparency Rules of the Financial Conduct
Authority. These Interim Financial Statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006, do not
include all the notes of the type normally included in an annual financial
report and have not been audited or reviewed by the auditors pursuant to the
Financial Reporting Council guidance on Review of Interim Financial
Information. Accordingly, this report should be read in conjunction with the
annual report for the year ended 30 September 2024 (the "Annual Report and
Consolidated Financial Statements"), which has been prepared in accordance
with UK-adopted International Accounting Standards in conformity with the
requirements of the Companies Act 2006.
The Annual Consolidated Financial Statements constitute statutory accounts as
defined in section 434 of the Companies Act 2006 and a copy of these statutory
accounts has been delivered to the Registrar of Companies. The auditor's
report on those statutory accounts was unqualified, drew attention to a
material uncertainty in relation to going concern by way of emphasis, and did
not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
The accounting policies adopted in the preparation of the Interim Consolidated
Financial Statements are consistent with those used to prepare the
Consolidated Financial Statements for the year ended 30 September 2024 and
those applicable for the year ending 30 September 2025. The preparation of
these Interim Consolidated Financial Statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates. In preparing
these Interim Financial Statements, the significant judgements made by
management in applying the accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the Annual
Consolidated Financial Statements described above.
The Interim Consolidated Financial Statements have been prepared on a going
concern basis, under the historical cost convention.
2. Going concern
The Group had cash of approximately £338,000 as at 31 March 2025. On the
basis of the Group's cash position and forecasts, the Board considers the
Group to have sufficient resources to remain in operational existence for the
foreseeable future. The Company will need additional funding to finance
ongoing operations. Whilst there can be no guarantee that sufficient funds
will be raised, the Board is confident that sufficient additional capital will
be raised to ensure adequate funds are available to the Company. The Board has
therefore concluded that the going concern basis remains appropriate in the
preparation of these Financial Statements due to the anticipated availability
of sufficient financial resources in the 12 months from the date of the
financial statements.
The Directors are not aware of any other indicators which would give doubt to
the going concern status of the Company.
3. Revenue
6-month period ended 31 March 2025 (Unaudited) 6-month period ended 31 March 2024 (Unaudited)
£ £
Proof of concept revenues 20,559 54,000
Consumable sales - 295
20,559 54,295
4. Grant income
6-month period ended 31 March 2025 (Unaudited) 6-month period ended 31 March 2024 (Unaudited)
£ £
Grant income 67,823 3,779
67,823 3,779
5. Administrative expenses
6-month period ended 31 March 2025 (Unaudited) 6-month period ended 31 March 2024 (Unaudited)
£ £
Legal and professional fees 203,012 198,175
Consulting fees 77,250 - 116,223
Accounting and tax fees 7,437 5,490
Directors' remuneration (see below) 134,121 121,402
Staff costs 265,153 - 225,676
Service charges - BSF International Limited (Note 16) 17,500 30,000
Purchase of consumables 29,073 -
Marketing 36,876 - 12,623
Bank charges 656 1,937
Depreciation 56,708 55,786
Property costs 17,548 19,502
Travel and accommodation 18,698 50,034
Share-based payment expense 6,055 -
Other 5,643 56,430
875,730 893,278
Directors' remuneration
6-month period ended 31 March 2025 (Unaudited) 6-month period ended 31 March 2024 (Unaudited)
Executive Directors £ £
Dr Che Connon 70,621 55,402
Non-executive Directors -
Geoff Baker 40,000 36,000
Min Yang 16,000 15,000
Dennis Ow 7,500 15,000
134,121 121,402
6. Taxation
The charge for the period is made up as follows:
6-month period ended 31 March 2025 (Unaudited) 6-month period ended 31 March 2024 (Unaudited)
£ £
Current tax
Research and development tax credit - -
Deferred tax
Deferred tax credit (3,340) -
Tax credit for the period (3,340) -
The movements in tax receivable balances are summarised as follows:
6-month period ended 31 March 2025 (Unaudited) Year ended 30 September 2024 Audited
£ £
Balance brought forward - -
R&D tax credit 120,659
Amounts received - (120,659)
Balance carried forward - -
Deferred tax:
The movements in deferred tax liabilities are summarised as follows:
6-month period ended 31 March 2025 (Unaudited) Year ended 30 September 2024 Audited
£ £
Balance brought forward (15,400) (19,956)
Deferred tax credit 3,340 4,556
Balance carried forward (12,060) (15,400)
7. Loss per share
The calculation of loss per share is based on the following loss and number of
shares:
6-month period ended 31 March 2025 (Unaudited) 6-month period ended 31 March 2024 (Unaudited)
Loss for the period from continuing operations £(790,623) £(864,775)
Weighted average shares in issue 116,551,223 103,336,937
Loss per share (in pence) (0.64p) (0.84p)
The Company presents basic and diluted loss per share information for its
ordinary shares. Basic loss per share is calculated by dividing the loss
attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares in issue during the reporting period. Diluted
earnings per share are determined by adjusting the profit or loss attributable
to ordinary shareholders and the weighted average number of ordinary shares
outstanding for the effects of all dilutive potential ordinary shares.
There is no difference between the basic and diluted earnings per share, as
the Company's outstanding warrants are anti-dilutive.
8. Property, plant and equipment
Plant and equipment 6-month period ended 31 March 2025 (Unaudited) Year ended 30 September 2024 Audited
£ £
Cost:
Balance brought forward 157,785 145,762
Additions 2,000 12,023
Balance carried forward 159,785 157,785
-
Depreciation:
Balance brought forward 76,730 40,730
Charge for the period 18,828 36,000
Balance carried forward 95,558 76,730
-
Net book value:
As at period / year end 64,227 81,055
9. Right-of-use assets
Land and buildings 6-month period ended 31 March 2025 (Unaudited) Year ended 30 September 2024 Audited
£ £
Cost:
Balance brought forward 237,656 237,656
Additions - -
Balance carried forward 237,656 237,656
-
Depreciation:
Balance brought forward 165,615 89,855
Charge for the period 37,880 75,760
Balance carried forward 203,495 165,615
Net book value:
As at period / year end 34,161 72,041
10. Intangible assets
Goodwill of £2,485,290 relating to the acquisition of 3DBT was allocated to
the 3DBT business and represents a Cash Generating Unit ("CGU"). Management
considers that that there are no events or changes in circumstances which
would indicate that the carrying amount of goodwill may not be recoverable.
Accordingly, no impairment has been recognised.
11. Cash and cash equivalents
As at 31 March As at 30 September 2024 (Audited)
2025 (Unaudited)
£ £
Cash at bank 338,957 637,656
Total cash balances of £2,674 are denominated in Hong Kong Dollars. All other
bank balances are denominated in Sterling. The Directors consider that the
carrying value of cash and cash equivalents represents their fair value.
12. Receivables and prepayments
As at 31 March As at 30 September 2024 (Audited)
2024 (Unaudited)
£ £
Trade receivables - -
Prepayments 47,577 36,782
Amounts receivable on issue of restricted shares 77,985 77,985
Vat recoverable 53,169 40,703
Other receivables 5,784 1,553
184,515 157,023
13. Inventories
As at 31 March As at 30 September 2024 (Audited)
2025 (Unaudited)
£ £
Raw materials and laboratory consumables 87,003 62,392
87,003 62,392
14. Trade and other payables
As at 31 March As at 30 September 2024 (Audited)
2025 (Unaudited)
Current: £ £
Trade payables 171,532 55,970
Accruals 17,295 91,362
188,827 147,332
15. Lease liabilities
Land and buildings 6-month period ended 31 March 2025 (Unaudited) Year ended 30 September 2024 Audited
£ £
Balance brought forward 78,050 156,933
Lease payments (40,984) (78,883)
Balance carried forward 37,066 78,050
The finance expense recognised in respect of these leases amounted to £1,559
in the period ended 31 March 2025 (period ended 31 March 2024: £3,607).
The maturity of lease liabilities is as follows:
Land and buildings As at 31 March As at 30 September 2024 (Audited)
2025 (Unaudited)
£ £
Non-current liabilities - -
Current liabilities 37,066 78,050
Right-of-use lease liabilities 37,066 78,050
16. Share capital and share premium
Number of shares Share Share premium
capital
Issued Ordinary shares of £0.01 each £ £
At 30 September 2024 103,336,937 1,033,369 6,292,888
Issue of Ordinary shares 20,312,500 203,125 309,375
Costs of issuing shares - - (25,500)
As at 31 March 2025 123,649,437 1,236,494 6,576,763
Issue and fully paid 115,850,946 1,158,509 6,576,763
Issued and unpaid 7,798,491 77,985 -
As at 31 March 2025 123,649,437 1,236,494 6,576,763
During the period, the Company issued the following shares:
- On 4 December 2024, the Company announced that it had conditionally
placed 20,000,000 new ordinary shares of 1p each in the Company ("Placing
Shares") raising £500,000 at 2.5p per share in a placing which was
oversubscribed ("Placing"). As part of the Placing the Company also issued
one warrant for every ordinary share purchased in the Placing at an exercise
price of 5p per share. The warrants are exercisable at any time within 3
years of Admission. The Company's management subscribed for Placing Shares
representing 15% of the funds raised.
- On 8 November 2024, the Company issued 312,500 ordinary shares to
investment podcast firm PR Roast at 4.0p per share in settlement of
outstanding liabilities.
Share warrants summary 6-month period ended 31 March 2025 (Unaudited) Year ended 30 September 2024 Audited
No. £
Balance brought forward 21,196,569 21,196,569
Issued in the period (see above) 20,000,000 -
Balance carried forward 41,196,569 21,196,569
17. Related party transactions
a) Geoff Baker and Min Yang are directors of both BSF Enterprise plc and
BSF International Limited. Both Geoff Baker and Min Yang who are directors of
3DBT and are directors of BSF Angel Funding Limited which is a shareholder in
the Company.
b) Key management are considered to be the directors and their
remuneration is disclosed in Note 4 above.
c) BSF International Limited, a shareholder in BSF Angel Funding Limited,
provided accounting support and other administration services to the Group
during the period ended 31 March 2025 totalling £17,500 (2024: £30,000).
18. Subsequent events
- On 28 April 2025, the Company conditionally placed 4,725,000 new
ordinary shares in the Company raising £141,750 at 3p per share.
- On 23 May 2025, the Company agreed to amend the warrant instrument
issued on 26 April 2022 ("Warrant Instrument") constituting warrants to
subscribe for 12,270,217 ordinary shares of 1.0p each in the capital of the
Company at 15p for a period of 3 years (the "Warrants"). The Warrant
Instrument has been amended to reduce the exercise price for each of the
Warrants from 15p to 7.5p and extend the exercise term by 2 years, to expire
on 17 May 2027. The amendment will not affect any other provisions of the
Warrants or any other rights or obligations of the warrant holders.
There have been no other events that have occurred that would require
adjustments to our disclosures in these interim financial statements.
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