REG - Cambridge Nutrition. - Final Results
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RNS Number : 8030V Cambridge Nutritional Sciences PLC 19 August 2025
19 August 2025
CAMBRIDGE NUTRITIONAL SCIENCES PLC
("CNSL" or the "Company" or the "Group")
Final Results
CNSL (AIM: CNSL), the specialist medical diagnostics company focused on
delivering a personalised approach to nutrition for better health, announces
its audited results for the year ended 31 March 2025, a year that has seen the
establishment of a robust foundation for the future after transitioning out of
a diverse group structure.
Financial highlights
> Total Income up 12.7% to £11.1m (2024 | £9.9m)
> Revenues down -14.8% to £8.3m (2024| £9.8m)
> Gross margin rose by 5.5% to 65.3% (2024 | 61.9%)
> Adjusted EBITDA* grew by 115.4% to £0.4m (2024 | adjusted EBITDA
£0.2m)
> Profit before taxation grew by 310% to £1.6m
(2024: -£0.7m loss (Stated after net exceptional income of £1.8m
(2024: costs of £0.2m)
> Cash and deposits fell by -10.6% to £4.9m (2024: £5.4m)
Operational highlights
> CNSLab productivity CNSLab productivity improvements have increased
capacity and halved guaranteed turnaround times to customers
> Scrap yields Improved production yields have led to a reduction in
scrap by 41%
> Automation Investment in automation to further improve productivity
and reduce production costs
> UK lab sales UK lab sales increased by 9% driven by increased
consumer demand through white label partnerships
> MyHealthTracker App UK deployment of MyHealthTracker digital app to
practitioner base
> Funding Well funded to drive future growth
> New leadership team Now at full complement enabling future growth
*Adjusted for exceptional items and share based payment charges.
Carolyn Rand, Chair of CNSL, comments "I am very pleased to report that the
last 12 months have delivered significant progress and achievement across the
business. The impact of our new leadership team and the progress made by the
rest of the business is evident in the successful resolution of all
outstanding historical legal cases and a significant growth in adjusted
EBITDA.
Continuous improvements to our gross margin driven by our focus on operational
improvements and a targeted sales strategy, reflect the teams' tireless
commitment and the underlying strength of the business. We have established a
capable and forward-looking Board and leadership team, which supported by the
investment in structures, systems, and processes, positions the company well
for future long-term success."
Contacts
Cambridge Nutritional Sciences plc | cnspl.com (http://www.cnsplc.com) |
investors@cnsplc.com (mailto:investors@cnsplc.com)
James Cooper | Chief Executive Officer
Ajay Patel | Chief Financial Officer
Cavendish Capital Markets Ltd | Geoff Nash / Edward Whiley (Corporate Finance)
Nigel Birks / Harriet Ward (ECM) | 020 7220 0500
About Cambridge Nutritional Sciences plc
Cambridge Nutritional Sciences plc (AIM: CNSL) is the specialist medical
diagnostics company focused on delivering a personalised approach to nutrition
for better health.
Chair statement 2025
In my first full 12 months as Chair for Cambridge Nutritional Sciences plc,
reflecting on the past year I am very pleased with the significant
achievements and progress the company has made.
The company has recruited both internally and externally for vital
competencies and key roles that have strengthened the leadership team and
board. We have improved internal processes, built and delivered new core
systems, reorganised the structure and aligned the company culture towards
quality and future growth. The benefit of this will
allow the company the ability to deliver successfully for the long term,
creating a bright future. None of that could have been achieved without the
hard work and dedication from the whole of the CNS team. This was undertaken
against a backdrop of considerable change, and challenge. I want to thank the
team and acknowledge the great effort that has
been made over the last year to reenergise and build the company for a strong
future.
Business performance
Total income growth to £11.1 million (2024: £9.9 million) was notable,
whilst revenue falling to £8.3 million (2024 £9.8 million) was below
expectations.
The improvements in gross margin to 65.3% (2024: 61.9%) and significant cost
controls to drive an improved adjusted EBITDA of £0.4 million (2024: £0.2
million) were notable.
The company has looked to reduce headcount in key areas where efficient
processes have decreased resourcing requirements whilst also taking the
opportunity to review underperforming staff. This exercise is important as
changing the culture and professionalising the company remains one of our
central focuses. This has not deflected from the company recognising the need
to strengthen its teams which has led to the recruitment of some key roles.
All expenses are now well controlled, allowing the company to improve
profitability. This vigour, together with the enhanced gross margin, are the
main reasons adjusted EBITDA has doubled in the year, a result we are all very
proud of.
This has all been achieved by focusing on our key products and our existing
markets. During the year we have worked hard to maintain our strong
relationships with our customers. We have developed new processes ensuring
stocks are carefully understood and managed, while prioritising the education,
trust and support to develop their business.
We remain committed to our distributor partnerships, whilst also developing
our practitioner educational programme. Our products have a very good standing
and reputation in the markets we operate. We remain committed to marketing the
technical aspects of our products as well as communicating more widely to
customers the immense knowledge and insight they provide to an individual's
gut health.
The company has invested in new machines, and continued to develop the
efficiency of existing ones, as well as focusing on the start to end
manufacturing process of all products. This has resulted in a strong process
flow in all areas, with any excess capacity deployed in areas that develop our
products further. This, together with the significant reduction in scrap costs
has allowed the company to report a gross margin growth of 3.4% to 65.3%.
Organisation
One of the main priorities in the last year was to ensure the organisation had
the appropriate skills and experience across both management and teams. This
has helped maintain a strong focus on organisational efficiency and expediency
and has helped drive the cultural change needed to move the company forward
and look more positively at the opportunities the market is presenting. This
cycle of continuous improvement and professionalisation is one that has
resulted in several positional changes, the creation of some new roles and the
management of headcount in a number of functions.
In August 2024, Jag Grewal our CEO resigned from the Board having completed
thirteen years of service. Jag was instrumental in helping the business focus
on food sensitivity testing following the move of the head office from
Scotland to Cambridgeshire, and the successful sales of the Alva site in
Scotland and the CD4 business.
I would like to thank Jag for all his efforts during his time in office. In
August 2024, the Board appointed James Cooper as the new CEO, following his
very successful role at Chief Operating Officer. Despite his brief time at the
company, James has demonstrated an in-depth ability to fully grasp the issues
faced by the company from an operational as well as an organisational
perspective. This gives me significant confidence he is able to lead and
inspire the organisation into the future.
To aid James to grow the company moving forward, in October we appointed a new
Global Sales Director to build a global sales team and pipeline of
opportunities. The process of building a sales team to develop relationships
and contacts takes time as the sales process is complex. The expanded team
need to ensure they keep the trust and support of our existing customers as
well as building strong long-term relationships with future customers. This
timeline was anticipated, and we are slowly seeing the benefit of this
patience with more customers and regions
opening up as opportunities for us.
This was followed by the recruitment of an experienced FTSE Chief Financial
Officer, Ajay Patel who joined the board in July 2025. In addition, we also
hired an Operations Director and a Marketing Communication Director for Omega
Diagnostics Limited to strengthen the leadership team. These are important
recruits to advance the business in key areas to assist us in driving the
business forward in a more professional manner.
During the year the headcount has reduced to 84 (2024:94) through the drives
to improve efficiency, whilst also
ensuring teams are strengthened in key areas. This focus on optimising
headcount remains important as we
develop and move the company forward.
Outlook
The previous year has seen a significant amount of change in the organisation,
needed to drive the business forward. I anticipate in the current year the new
teams will need time to embed their new ways of working and operating, and to
make the cultural changes the organisation requires.
From an operational perspective the business is making continuous improvements
to processes, driving more efficiencies and productivity. This has become
embedded in the UK and increasingly across our partners and distributors. I
believe we now also have the leadership team needed to drive the business
forward.
With these key areas being managed and improved, and the sales team developing
the sales pipeline in the UK and overseas, we are increasingly feeling we are
now geared to fill the pipeline in this year and subsequently drive notable
sales growth which will in itself deliver adjusted EBITDA growth. The existing
infrastructure and capital investment will ensure we cope with significant
growth.
We believe the market has the potential to deliver a high level of growth in
the UK and overseas. Gut health and welfare is becoming an increasing area of
focus for many different generations of people. There are consistently more
and more studies showing the increasing focus and benefits of healthy eating.
We believe CNS is well placed to progress from this development and growth and
we are therefore very excited about the next few years. We aim to be a leading
provider of gut health testing and our work on IVDR accreditation and gut
health education will help to enhance our standing in this exciting area of
food testing. The UK market is growing steadily each year, and we have seen a
very positive start to the current year. The overseas market is very large,
and our sales team have a large number of excited distributors wanting to
engage and work with us.
For the year ahead we will work hard to drive our sales in all territories we
are growing, with the main focus on the UK, Europe, and the USA. As our focus
is to partner with as many laboratories internationally as possible, we
anticipate the timeline for these partnerships to deliver sales will be
longer. This is built into our planning and forecasting cycle and we would
anticipate seeing the main benefits from this coming through in the next two
years. The new team is settling in well and already I can sense a small but
significant change in the culture, with a positive outlook of what they can
achieve. I have every faith in the team and wish to thank them for all their
hard work and drive and their relentless pursuit of improvement.
These are exiting times a CNS and I am very happy to be Chair of a thriving
and growing business.
Carolyn Rand | Chair | 18 August 2025
James Cooper | CEO
CEO statement 20256
I am pleased to present my first CEO statement for Cambridge Nutritional
Sciences plc.
Introduction
I believe that CNS has the potential to grow substantially beyond its current
size and cement itself as the gold standard in Food Sensitivity testing. I aim
to bring a motivated, pragmatic and data approach which I believe will enable
us to unlock the full potential of CNS. This year has been a transformative
one both for me and the company as we took key strides in operational
improvements, product development, strengthening our leadership team, and in
actively driving cultural change.
In the past year there have been a number of changes, some proactive and
others reactive. In all cases the changes and response has been overseen by a
Board that is committed to increasing the accessibility and availability of a
product that can make a real difference to people's lives. There is a genuine
desire within this team to grow the business not just for the benefit of the
shareholders and employees, but for the benefit that it can deliver to those
who use our products. The awareness of food sensitivity testing and its
benefits remain limited, and we are committed to increasing the education and
awareness so that more people may benefit from improved personal nutrition and
the advantages
that come with it.
One of the key objectives of the last year was to embed a number of new
members within the senior team, to
replace natural attrition and introduce new roles that are required for the
future.
This has included the onboarding of our new CFO, Ajay Patel, who has brought
valuable experience and a strategic mindset to the team. We are also pleased
to report that all other senior roles have been successfully filled and for
the past few months we have been operating with a full complement at the
senior level. This has been an important step
change as it increases the businesses capability to run projects aimed at
future growth and ensure
that our own processes are keeping pace with the requirements of a modern
workplace. With this in mind I can confidently state that the business is in a
better position now compared to last year and is set up to deliver meaningful
results for patients, shareholders and employees alike.
Core business review
The business has continued to focus on its flagship products by delivering
both a laboratory testing service in the UK and sales of FoodPrint and
FoodDetective kits to labs across the world. The last year has seen a mixture
of results with some areas like the UK (+9% YoY) performing strongly whilst
others have not yet developed fully. The slowdown areas was quickly identified
and we have already increased the sales team during the course of FY25 to grow
the pipeline and future sales in new and existing markets. A constant in all
areas has been that the market for food sensitivity is a market full of
opportunity that is limited by the availability and awareness of food
sensitivity testing. The sales team have identified a number of new partners
that understand what is required to take advantage of new or untapped markets
and we are excited to see what they can deliver going forwards. In other areas
where there was already a base level of business, we are working with existing
partners on new strategies to both capture and grow market share in
these areas.
Looking within the business we have seen a continued improvement in the yield
and productivity of our operation which has helped to keep costs in check
despite increases in material prices across the wider industry. This
continuous improvement has been driven by a sustained focus on understanding
the cost basis of the business and continually challenging ourselves to
improve this through targeted projects.
This approach areas from production through to sales and marketing. In the
design of budgets all areas are tasked with identifying the value that any
given spend delivers and must ensure that we are achieving a return on
investment when spending our hard-earned cash. This approach is now being
reflected in some of the key business metrics. The gross margin of the has
identified savings in a wide range of business has now hit a very healthy 65%
and with the ongoing work we are confident that despite increasing cost
pressures of rising material and labour prices, we will be able to grow this
margin.
Despite a slightly lower revenue than desired, the key measure of adjusted
EBITDA which is a well-recognised barometer of the day-to-day profitability of
a business, has hit its target of £0.4 million. This is a reflection of the
efficiency with which the team are able to operate under a limited budget and
marks the completion of our overhead reduction work.
Moving forward we intend to keep to our own "fiscal rules" to ensure that we
are never spending beyond our means. However, if we are confident that targets
are going to be exceeded, we will release budgets that were curtailed to help
us grow the business further. This represents our promise to invest in growth
over the coming years. The ongoing dispute with DHSC has now finally been
resolved with an agreement that enables the company to recognise the deferred
income (£2.5m) with no further liability hanging over us. We were confident
that this would be the outcome, and this allows us to focus our time, effort
and resources on the future. The historic HSE case that related to an old part
of the business that was sold off in 2018 has also been resolved. Following
legal advice, the company pleaded guilty to all charges and received a fine of
£35k. This was considered to be the best course of action in order to prevent
any protracted legal processes and fees that would hamper the business going
forward.
Market and strategy
The gut health and well-being market continues to grow as awareness increases.
We have seen this trend across a number of markets that we operate in and
consider it a core part of our mission to educate the market regarding the
utility of our test and the benefit that it can deliver. As the market grows,
we are positioning ourselves to be a premier test that not only delivers an
accurate and reliable result but also delivers the support and guidance as to
how an individual should interpret that result and improve their health. This
has been a vital differentiator in the marketplace with both existing and new
partners valuing this highly over competitor tests
We believe that the general low awareness with regard to our IgG test and the
benefits of a targeted elimination diet means that there is a much bigger
market still to be captured. Our mission in the coming years is to grow both
geographically and by increasing market share in existing markets. This is
achieved by identifying and working with partners that have the reach and
skills to access and educate those who previously have not come across our
product. These two faceted approaches will help us to deliver significant
growth in the near future and ensure that we
maintain and strengthen our position as the gold standard of IgG testing.
Strategic progress and key initiatives
Our initiatives in the last year have been aligned with the goal of ensuring
that the business is set up for future growth and success. Following a
detailed risk analysis we have mapped out a series of initiatives in order of
priority. A number of these are now already in progress, including the
implementation of a new electronic Quality Management System (QMS). A
functional QMS is crucial to ensure we meet our regulatory responsibilities;
the old system was end of life and the QA team have overseen a smooth
transition to a system which will be able to scale and support the business
into the future.
Another priority is to upgrade to a Laboratory Information Management System
(LIMS) that can scale and support the growth in the UK market. The LIMS
project is fully underway, and a vendor has been appointed. The goal is to
fully transition to this new system with no disruption to the UK business
before the end of the calendar year. The new system
has increased functionality and will help us to further improve the efficiency
of the CNSLab.
The new In Vitro Diagnostic Regulations (IVDR) that will be required for CE
marking must be adhered to by the end of 2029 when the transition period ends.
The IVDR project has continued over the past year and remains on track to
ensure that we will be compliant well ahead of the deadline. This futureproofs
our product for the European market and supports easier entry into other
regions where CE marking is recognised. to by the end of 2029 when the
transition period ends. The IVDR project has continued over the past year and
remains on track to ensure that we will be compliant well ahead of the
deadline. This futureproofs our product for the European market and supports
easier entry into other regions where CE marking is recognised.
People and culture
We aspire to create a culture where our people can excel and deliver results
for our clients, our shareholders, and themselves. Our company values are
designed to reflect this ambition, and we strive to hold ourselves to a high
standard, accepting nothing less. In doing so, we are building a team of
motivated, hard-working individuals who come
together to help each other achieve their goals.
We continue to professionalise the business across a wide range of areas,
including the benefits we offer our team. Our goal is to reward and retain the
talent that makes this business successful. This ranges from healthcare and
share incentive plans to our newly launched cycle-to work scheme. Through our
employee engagement committee, we actively work with the team to identify and
implement further improvements.
We also encourage collaboration and engagement across all departments and
levels of the organisation.
This is supported through regular company updates, focused deep-dive sessions,
shop floor management
walks, and company socials. Through these activities, our aim is to ensure
everyone understands where we are as a business and what we are working to
achieve so that we move forward together, as one team,
towards our shared goals.
Outlook
CNS is in a strong position to grow through expansion into new markets and
through greater penetration in existing markets over the coming years. The new
sales team members that started in FY25 are filling up the pipeline with
opportunities that will be converted through the course of this coming year.
Our goal is to sign up a significant
number of these over this financial year and begin the process of growing them
into long term partners. This will ensure that moving into FY27 we will have a
very strong set of clients that will begin to run at full speed, ready to
support our growth plans and enable us to continue to invest in the growth of
the business. We are continuing to launch new
programmes to deliver strategic initiatives across a wide range of areas, with
every member of the leadership
team being responsible for at least one program, put together this means that
FY26 will continue the transformation
work started this year at CNS.
I would like to take this opportunity to thank all those that have been
involved in this journey so far; the passionate team at CNS have enabled us to
take big steps across a range of strategically vital areas. I am looking
forward to working with
a dedicated and talented team who share this vision for growth and I'm excited
to demonstrate what we can achieve together.
James Cooper | Chief Executive Officer | 18 August 2025
CFO Statement
Ajay Patel | CFO
The year has been one of much change for the Group, with the following
financial review demonstrating the group remains in a strong position, well
prepared for the year ahead.
The key highlights have seen total income rise 12.7% from £9.9 million to
£11.1 million, with the DHSC settlement of £2.5 million responsible for much
of this. Total revenue has fallen in the year by14.8% from £9.8 million to
£8.3 million, mainly from the one-off issues of overstocking from previous
years and loss of a client by a distributor in North America.
Despite the fall in revenue, gross margin improved from 61.9% to 65.3%,
resulting from some notable efforts by the teams to reduce costs, focus
significant effort to lower scrap costs by 41% as well as optimise labour
hours in the manufacturing and laboratory areas. The process of continuous
improvement is now embedded in the team's ways of working and one that will
serve well for the future.
The management of overheads in the year is also another key highlight, with
net operating costs before exceptional items falling £0.7 million from £6.6
million to £5.8 million, with a £0.2 million boost from other income
included here.
The savings have been in people costs, as teams have been reduced in size,
professional fees, marketing and running costs. As the year progressed more
investment in teams has been made with the anticipation that overheads will
rise in future years.
As a result of the above, adjusted EBITDA more than doubled from below £0.2
million to over £0.4 million, a growth the Group is very pleased with. The
profit after taxation for the Group was £1.6 million (2024: loss of £0.3
million), which has enabled the total equity on the balance sheet to increase
to £11.4 million from £9.7 million the previous year. Within this the total
cash position (including short term deposits) has fallen from £5.4 million
to£4.9 million. Investment in fixed assets as well as exceptional costs were
the main reason for this fall.
The company is well placed from this financial position to drive more change
in the future.
Ajay Patel | Chief Financial Officer | 18 August 2025
Financial review
Financial results summary
For the year ended 31 March 2025, the Group reported revenue of £8.3 million
(2024: £9.8 million), an EBITDA profit of £2.1 million (2024: EBITDA loss of
£0.1 million), an adjusted EBITDA profit of £0.4 million (2024: £0.2
million), and a
statutory profit before tax of £1.6 million (2024: £0.7 million loss).
Health and Nutrition Corporate Total
£'000
2025 £'000 £'000
Sales 8,330 - 8,330
Operating profit/(loss) after net exceptional items 3,068 (1,632) 1,436
Add Back:
Depreciation and amortisation 614 - 614
EBITDA 3,682 (1,632) 2,050
Share based payment charge - 186 186
Net exceptional (income)/costs (2,001) 170 (1,831)
Adjusted EBITDA 1,681 (1,276) 405
Statutory profit/(loss) before taxation 3,198 (1,632) 1,566
Health and Nutrition Corporate Total
£'000
2024 £'000 £'000
Sales 9,774 - 9,774
Operating profit/(loss) after net exceptional items 589 (1,362) (773)
Add Back:
Depreciation and amortisation 650 - 650
EBITDA 1,239 (1,362) (123)
Share based payment charge 11 62 73
Net exceptional (income)/costs 100 138 238
Adjusted EBITDA 1,350 (1,162) 188
Statutory profit/(loss) before taxation 590 (1,335) (745)
Revenue of £8.3 million (2024: £9.8 million) was 14.8% below prior year,
with reductions in international FoodPrint and Food Detective revenue arising
from previous year overstocks and the loss of a client by a distributor in
North America. CNS Lab continued to show good year on year growth.
From a geographic point of view, we saw growth in a number of key regions
including the UK where our direct laboratory operation grew by 9%, largely
fuelled by our direct-to-consumer channels. India showed 25% growth, whilst
the overstocking and loss of a distributor client led to the fall in sales
growth in the Americas (37%), Africa & Middle East (41%) and Asia and Far
East (15%).
A summary of Health and Nutrition revenue is in the table below:
2025 2024 Variance
£'000 £'000 %
FoodPrint® 4,841 6,016 (20%)
Food Detective® 1,794 2,082 (14%)
CNSLab service 1,634 1,500 9%
Other 61 176 (65%)
8,330 9,774 (15%)
The gross profit margin percentage has increased to 65.3% (2024: 61.9%),
driven by investment and a focus on production and operational improvements
with further impact coming from the sales mix of high margin FoodPrint®
products.
Excluding net exceptional costs, administrative overheads fell by £0.6
million to £4.7 million (2024: £5.3 million).
Sales and marketing costs increased by £0.1 million to £1.4 million (2024:
£1.4 million).
Exceptional items
2025 2024
£'000 £'000
Aborted relocation income/(costs) (82) 71
Compensation for loss of office and share related payments (143) (195)
DHSC income 2,500 -
HSE fine (35) -
Legal costs (mainly DHSC and HSE) (409) (114)
Total 1,831 (238)
During the year, the Group incurred net exceptional income of £1.8 million
(2024: £0.2 million cost). Costs of £0.1 million were incurred in relation
to the surrender of the lease for the planned new manufacturing facility in
Ely. The lease for the current Littleport site was extended to June 2027.
Costs were incurred in relation to compensation for loss of office for two
employees who resigned throughout the financial year, as well as share related
accruals for some share options granted in the year. The successful settlement
of the DHSC case resulted in recognising income of £2.5 million, whilst the
settlement of the HSE resulted in a fine of £35k. Legal costs mainly on these
disputes amounted to £0.4 million.
Adjusted EBITDA
Alongside the key performance indicators of revenue and gross margin
percentage, the Group continues to consider EBITDA and adjusted EBITDA as
being more appropriate performance measures which are better aligned with the
cash-generating activities of the business. The Group made an EBITDA profit of
£2.1 million (2024: EBITDA loss of £0.1 million). The adjusted EBITDA
(before net exceptional costs and share-based payment charges) is £0.4
million (2024: £0.2 million).
Taxation
The current year tax credit is nil (2024: credit of £0.4million) and arises
from tax charges being offset by prior year tax losses and a review of the
deferred tax asset. Other than to offset any deferred tax liabilities which
may crystallise in the future, based on the Group's trading assumptions the
deferred tax asset in respect of trading losses will begin being realised from
the current year onwards, as the Group starts to generate taxable profits. The
deferred tax asset has been valued based upon a future UK corporation tax rate
of 25%.
Profit per share
The profit per share was 0.7 pence (2024: loss per share of 0.1 pence) based
on a statutory profit after tax of £1.6 million (2024: loss of £0.3
million). The adjusted profit per share was £0.0 pence (2024: £0.0 pence).
The adjusted profit after tax was £0.04million (2024: £0.1 million) and the
profit per share is calculated on the diluted weighted average of 238.3
million shares (2024: 238.1 million shares) in issue.
Research and development
During the year, the Group invested a total of £0.4 million in all
development activities, (2024: £0.4 million), representing 5.2% (2024: 4.7%)
of revenue. Of the total expenditure, £nil (2024: £0.1 million) has been
capitalised in accordance with IAS 38 -Intangible assets, whilst earlier stage
expenditure and expenditure not qualifying in accordance with IAS 38 criteria
of £0.3 million (2024: £0.3 million) has been expensed through the income
statement.
Property, plant and equipment
Total expenditure on property, plant and equipment in the year was £0.2
million (2024: £0.05 million). As at 31 March 2025, the outstanding
liabilities in connection with leases recognised under IFRS 16 include current
liabilities of £0.1 million (2024: £0.1 million) and non-current liabilities
of £0.1 million (2024: £0.03 million).
Financing and going concern
The Group's business activities, together with the factors likely to affect
its future development, performance and position, are set out in the Strategic
Report. The financial position of the Group, its cashflows, liquidity position
and borrowing facilities are described in the Financial Review.
In determining the appropriate basis of preparation of the financial
statements, the Directors are required to consider whether the Company and
Group can continue in operational existence through a period of at least
twelve months from the date of approving the financial statements (the going
concern period). The Directors have determined that the going concern period
for the purposes of these financial statements is the period through to 31
August 2026. The Group realised a profit of £1.6 million for the year ended
31 March 2025 (2024: loss of £0.3 million) which includes exceptional income
of £1.8 million (2024: cost of £0.2 million). As at 31 March 2025, the Group
had net current assets of £5.6 million, including cash and deposits of £4.9
million. The Directors have prepared trading and cashflow base case forecasts
to 31 August 2026 and have applied reverse stress tests to the base case
forecasts. The stress tests have been applied to take account of the impact of
potential uncertain outcomes that are, to an extent, outside of management's
control, as well as reduced trading forecasts, taking into account current
macroeconomic conditions.
After taking into account the above sensitivities and mitigating actions, the
reverse stress test indicates revenue could fall by a further 45% and a gross
margin could deteriorate by an additional11% before forecast cash resources
are exhausted.
The Board has a reasonable expectation that the Company and Group have
adequate resources to continue in operational existence for the period to 31
August 2026. On this basis, the Directors continue to adopt the going concern
basis of preparation. Accordingly, these financial statements do not include
the adjustments that would be required in the Company and Group was unable to
continues a going concern.
Consolidated statement of comprehensive income
For the year ended 31 March 2025
2025 2024
Note £'000 £'000
Revenue 3 8,330 9,774
Cost of sales (2,889) (3,728)
Gross profit
5,441 6,046
Administration costs (4,680) (5,287)
Selling and marketing costs (1,436) (1,378)
Other income 6 280 84
Operating loss before exceptional items (395) (535)
Exceptional items 6 1,831 (238)
Operating profit/(loss) after exceptional items 1,436 (773)
Finance Income 4 130 28
Profit/(loss) before taxation 1,566 (745)
Tax credit 5 - 417
Profit/(loss) for the year 1,566 (328)
Other comprehensive (losses) to be reclassified to profit and loss
Exchange differences on translation of foreign operations (25) (14)
Other comprehensive losses for the year (25) (14)
Total comprehensive income/(losses) for the year 1,541 (342)
Earnings per share (EPS)
Basic and diluted EPS on profit/(loss) for the year 7 0.7p (0.1)p
Consolidated balance sheet
As at 31 March 2025
2025 2024
Note £'000 £'000
ASSETS
Non-current assets
Intangibles 8 3,821 4,099
Property, plant and equipment 9 535 388
Right of use assets 9 226 126
Deferred taxation 10 1,406 1,406
Total non-current assets 5,988 6,019
Current assets
Inventories 12 829 607
Trade and other receivables 13 1,965 1,824
Short-term deposits 14 - 2,501
Cash and cash equivalents 14 4,868 2,943
Total current assets 7,662 7,875
Total assets 13,650 13,894
EQUITY AND LIABILITIES
Equity
Share capital 15 10,255 10,255
Share premium 25,072 25,072
Retained deficit (23,833) (25,585)
Translation reserve (85) (60)
Total equity 11,409 9,682
Liabilities
Non-current liabilities
Lease liabilities 9 126 25
Deferred income 17 - 2,500
Total non-current liabilities 126 2,525
Current liabilities
Short-term borrowings 16 123 22
Lease liabilities 9 100 101
Trade and other payables 18 1,892 1,323
Total current liabilities 2,115 1,446
Liabilities directly associated with assets held for sale - 241
Total liabilities 2,241 4,212
Total equity and liabilities 13,650 13,894
James Cooper | Chief Executive Officer | 18 August 2025
Ajay Patel | Chief Financial Officer | 18 August 2025
Consolidated statement of changes in equity
For the year ended 31 March 2025
Share Share Retained Translation Total
capital premium deficit reserve
£'000 £'000 £'000 £'000 £'000
Balance at 31 March 2023 10,244 25,072 (25,319) (46) 9,951
Loss for year ended 31 March 2024 - - (328) - (328)
Other comprehensive loss - net exchange adjustments - - - (14) (14)
Total comprehensive losses for the year - - (328) (14) (342)
Issue of share capital for cash consideration 11 - - - 11
Share-based payments - - 62 - 62
Balance at 31 March 2024 10,255 25,072 (25,585) (60) 9,682
Profit for year ended 31 March 2025 - - 1,566 - 1,566
Other comprehensive loss - net exchange adjustments - - - (25) (25)
Total comprehensive profit/(loss) for the year - - 1,566 (25) 1,541
Share-based payments - - 186 - 186
Balance at 31 March 2025 10,255 25,072 (23,833) (85) 11,409
Consolidated cash flow statement
For the year ended 31 March 2025
2025 2024
Note £'000 £'000
Cash flows generated from operations
Profit/(loss) for the year 1,566 (328)
Adjustments for:
- Depreciation 9 179 214
- Amortisation of intangible assets 8 436 436
- Impairment loss recognised on the remeasurement to fair value - 110
- Share-based payments 186 73
- Taxation - (417)
- Finance income (130) (28)
Cash inflow from operating activities before working capital movement 2,237 60
(Increase)/decrease in trade and other receivables (141) 579
(Increase)/decrease in inventories (222) 170
Increase/( decrease) in trade and other payables 569 (202)
Change in deferred income (2,500) -
Cash (outflow)/inflow from operating activities (57) 607
Investing activities
Interest receivable 4 147 50
Purchase of property, plant and equipment 9 (225) (48)
Transfer from/(to) short term deposit 2,501 (2,501)
Purchase of intangible assets (157) (11)
Net cash generated from/(used in) investing activities 2,266 (2,510)
Financing activities
Interest payable 4 - (1)
Principal portion of asset finance payments (140) (143)
Interest portion of asset finance payments (7) (13)
Principal portion of lease liability payments (101) (99)
Interest portion of lease liability payments (10) (9)
Net cash used in financing activities (258) (265)
Net increase/(decrease) in cash and cash equivalents 1,950 (2,618)
Effects of exchange rate movements (25) (4)
Cash and cash equivalents at beginning of year 2,943 5,115
Cash and cash equivalents at end of year 4,868 2,943
Company balance sheet
As at 31 March 2025
2025 2024
Note £'000 £'000
ASSETS
Non-current assets
Investments 11 3,102 3,102
Intercompany receivables 20,326 19,834
Total non-current assets 23,428 22,936
Current assets
Trade and other receivables 13 87 73
Cash and cash equivalents 14 1 5
Total current assets 88 78
Total assets 23,516 23,014
EQUITY AND LIABILITIES
Equity
Share capital 15 10,627 10,627
Share premium 25,689 25,689
Retained deficit (13,215) (13,621)
Total equity 23,101 22,695
Liabilities
Current liabilities
Trade and other payables 18 415 319
Total current liabilities 415 319
Total liabilities 415 319
Total equity and liabilities 23,516 23,014
As permitted by section 408 of the Companies Act 2006, no separate statement
of comprehensive income
is presented for the Company.
The Company profit in the year was £220,000 (2024: loss of £56,000).
James Cooper | Chief Executive Officer | 18 August 2025
Ajay Patel | Chief Financial Officer | 18 August 2025
Cambridge Nutritional Sciences plc | Registered number: 5017761
Company statement of changes in equity
For the year ended 31 March 2025
Share Share Retained Total
capital premium deficit
Note £'000 £'000 £'000 £'000
Balance at 31 March 2023 10,616 25,689 (13,627) 22,678
Profit/(loss) for the year ended 31 March 2024 - - (56) (56)
Issue of share capital for cash consideration 11 - - 11
Share-based payments - - 62 62
Balance at 31 March 2024 10,627 25,689 (13,621) 22,695
Profit for the year ended 31 March 2025 - - 220 220
Share-based payments - - 186 186
Balance at 31 March 2025 10,627 25,689 (13,215) 23,101
Company cash flow statement
For the year ended 31 March 2025
2025 2024
£'000 £'000
Cash flows generated from operations
Profit/(loss) for the year 220 (56)
Adjustments for:
- Share-based payments 186 73
- Finance costs - (27)
Cash inflow/(outflow) before working capital movement 406 (10)
(Increase)/decrease in trade and other receivables excluding intercompany (14) 12
financing
Increase in trade and other payables 96 26
Cash inflow from operating activities 488 28
Investing activities
Finance income - 27
Advances to subsidiary companies (1,731) (1,532)
Repayments from subsidiary companies 1,239 765
Net cash used in investing activities (492) (740)
Net cash inflow from financing activities - -
Net decrease in cash and cash equivalents (4) (712)
Cash and cash equivalents at beginning of year 5 717
Cash and cash equivalents at end of year 1 5
Notes to the financial statements
For the year ended 31 March 2025
1. Authorisation of financial statements
The financial statements of Cambridge Nutritional Sciences plc (formerly known
as Omega Diagnostics Group PLC; registered number: 5017761; registered office
address: One Fleet Place, London EC4M 7WS) for the year ended
31 March 2025 were authorised for issue by the Board of Directors on 18 August
2025, and the balance sheets were signed on the Board's behalf by James Cooper
and Ajay Patel. Cambridge Nutritional Sciences plc is a public limited company
incorporated in England. The Company's ordinary shares are traded on AIM.
2. Accounting policies
Basis of preparation
The accounting policies which follow set out those policies which have been
applied consistently to all periods presented in these financial statements.
The consolidated financial statements, and the Company financial statements,
are presented in sterling and have been prepared in accordance with UK-adopted
International Accounting Standards and, as regards to the Company financial
statements, as applied in accordance with the provisions of the Companies Act
2006. The Company has taken advantage of section 408 of the Companies Act 2006
not to present the Company statement of comprehensive income.
In relation to IFRS 8 - Operating Segments, the Group has identified the
Executive Board as the chief operating decision maker with responsibility for
decisions over the allocation of resources to operating segments and for the
monitoring of their performance. The Group now reports on two segments as
below:
> Health and Nutrition; and
> Corporate.
Basis of consolidation
The Group financial statements consolidate the financial statements of
Cambridge Nutritional Sciences plc and the entities it controls (its
subsidiaries). Control is achieved when the Group is exposed, or has rights to
variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee. Subsidiaries are
consolidated from the date of acquisition, being the date on which the Group
obtains control, and
continue to be consolidated until the date that such control ceases. The
financial statements of the subsidiaries used in the preparation of the
consolidated financial statements are based on consistent accounting policies.
All intercompany
balances and transactions, including unrealised profits arising from them, are
eliminated.
Going concern
The Group's business activities, together with the factors likely to affect
its future development, performance and position, are set out in the Strategic
Report. The financial position of the Group, and its cash flows, liquidity
position and borrowing facilities are described in the Financial Review.
In determining the appropriate basis of preparation of the financial
statements, the Directors are required to consider whether the Company and
Group can continue in operational existence through a period of at least
twelve months from the date of approving the financial statements (the going
concern period). The Directors have determined that the going concern period
for purposes of these financial statements is the period through to 31 August
2026. The Group realised a profit of £1.6 million for the year ended 31 March
2025 (2024 loss of £0.3 million) which includes exceptional income of £1.8
million (2024: cost of £0.2 million). As at 31 March 2025, the Group had net
current assets of £5.6 million, including a cash balance of £4.9 million.
The Directors have prepared trading and cash flow base case forecasts to 31
August 2026 and have applied reverse stress tests to the base case forecasts.
The stress tests have been applied to take account of the impact of potential
uncertain outcomes that are, to an extent, outside of management's control, as
well as reduced trading
forecasts, taking into account current macroeconomic conditions. After taking
into account the above sensitivities and mitigating actions, the reverse
stress test indicates revenue could fall by a further 45% and gross margin
could deteriorate by an additional 11% before forecast cash resources are
exhausted.
The Board has a reasonable expectation that the Company and Group have
adequate resources to continue in operational existence for the period to 31
August 2026. On this basis, the Directors continue to adopt the going concern
basis of preparation. Accordingly, these financial statements do not include
the adjustments that would be required if the Company and Group was unable to
continue as a going concern.
Intangible assets
Goodwill
Business combinations are accounted for under IFRS 3 using the acquisition
method. Goodwill represents the excess of the cost of the business combination
over the Group's interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities. Goodwill is not amortised but is
subject to an annual impairment review and whenever events or changes in
circumstances indicate that the carrying value may be impaired a charge is
made to the income statement. After initial recognition, goodwill is stated at
cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill is allocated to the related
cash-generating units monitored by management, usually at business segment
level where synergies lie. Where the recoverable amount of the cash-generating
unit is less than its carrying amount, including goodwill, an impairment loss
is recognised in the income
statement.
Other intangible assets
Intangible assets acquired as part of a business combination are recognised
outside goodwill if the asset is separable or arises from contractual or other
legal rights and its fair value can be measured reliably. Following initial
recognition at fair value at the acquisition date, the historical cost model
is applied, with intangible assets being carried at cost less accumulated
amortisation and accumulated impairment losses. Intangible assets with a
finite life have no residual value and are amortised on a straight-line basis
over the expected useful lives, with charges included in administration costs,
as follows:
Technology assets - 5 to 20 years
Software - 5 years
Licences - 17 to 20 years
Customer relationships - fully amortised
The carrying value of intangible assets is reviewed for impairment whenever
events or changes in circumstances indicate the carrying value may not be
recoverable.
Research and development costs
Expenditure on research and initial feasibility work is written off through
the income statement as incurred.
Thereafter, expenditure on product development which meets certain criteria is
capitalised and amortised over its useful life. The stage at which it is
probable that the product will generate future economic benefits is when the
following criteria have been met: technical feasibility; intention and ability
to sell the product; availability of resources to complete
the development of the product; and the ability to measure the expenditure
attributable to the product.
The useful life of the intangible asset is determined on a product-by-product
basis, taking into consideration a number of factors. Development costs
previously recognised as an expense are not recognised as an asset in a
subsequent period. Research and development intangible assets are amortised on
a straight-line basis over the expected useful lives, with
charges included in administration costs, as follows:
IAS 38 development costs - 5 to 20 years
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any accumulated impairment losses. Depreciation is charged so as to write
off the cost of assets to their estimated residual values over their estimated
useful lives on a straight-line basis as follows:
Leasehold improvements
10 years, straight line with no residual value or the remaining term of the
lease if shorter
Plant and machinery
3 to 10 years, straight line with no residual value
Right of use leased assets
over the lease term, straight line with no residual value The carrying values
of property, plant and equipment are reviewed for impairment if events or
changes in circumstances indicate the carrying value may not be recoverable
and are written down immediately to their recoverable amount. Useful lives are
reviewed annually and, where adjustments are required, these are made
prospectively.
Leases
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term with the discount rate
determined by reference to the Group's incremental borrowing rate at
commencement of the lease.
Right of use assets are recognised at the commencement date of the lease and
measured at an amount equal to the initial lease liability recognised and
initial direct costs incurred when entering into the lease. Right of use
assets comprise the premises and equipment with leases in excess of one year.
Low value leases
Rentals applicable to low value leases, where substantially all the benefits
and risks remain with the lessor, are charged against the statement of other
comprehensive income on a straight-line basis over the period of the lease.
Asset finance arrangements
The Group raises finance secured on new asset purchases. Amounts received in
relation to the financing of fixed asset acquisitions, where the lender has
security over the specified assets acquired, are recorded as liabilities in
the balance
sheet and accounted for in accordance with IFRS 9. Interest incurred on these
arrangements is charged to the statement of comprehensive income using the
effective interest rate method.
Impairment of assets
The Group and Company assess at each reporting date whether there is an
indication that an asset may be impaired. If any such indication exists, the
Group and Company make an estimate of the asset's recoverable amount. An
asset's recoverable amount is the higher of an assets or cash-generating
unit's fair value less costs to sell and its value in use
and is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups
of assets. Where the carrying amount of an asset exceeds its recoverable
amount, the asset is considered to be impaired and is written down to its
recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to
their net present value, using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to that
asset. Impairment losses on operations are recognised in the income statement
in those expense categories consistent with the function of the impaired
asset.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is
defined as standard cost or purchase price and includes all direct costs
incurred in bringing each product to its present location and condition. Net
realisable value is based on estimated selling price less any further costs
expected to be incurred prior to completion and disposal.
Trade receivables
Trade receivables recognised by the Group and Company are carried at original
invoice amount less an allowance for any non-collectable or impaired amounts.
The Group uses the IFRS 9 expected credit loss model to measure loss
allowances at an amount equal to their lifetime expected credit loss. A
provision for doubtful amounts is made when
there is objective evidence that collection of the full amount is no longer
probable.
Significant financial difficulty or significantly extended settlement periods
are considered to be indicators of impairment. Normal average payment terms
vary from payment in advance to 90 days. Balances are written off when the
probability of recovery is assessed as remote.
Provision for expected credit losses (ECLs) of receivables
The Group uses a provision matrix to calculate ECLs for trade receivables. The
provision rates are based on analysis of payment receipt days past due for
groupings of various customer segments (i.e. by geography, product type,
customer type and rating). The provision matrix is initially based on the
Group's historical observed default rates. The Group will
calibrate the matrix to adjust the historical credit loss experience with
forward-looking information.
For instance, if forecasted economic conditions are expected to deteriorate
over the next year, which could lead to an increased number of defaults in the
medical diagnostics sector, the historical rates are adjusted. At every
reporting date, the historical observed default rates are updated and changes
in the forward-looking estimates are analysed.
The assessment of the correlation between historical observed rates, forecast
economic conditions and ECLs is an estimate. The amount of ECLs is sensitive
to changes in circumstances and forecasted economic conditions.
The Group's historical credit loss experience and forecast of economic
conditions may also not be representative
of the customer's actual default in the future. The information about the ECLs
on the Group's trade receivables is disclosed in the notes to the financial
statements.
Expected credit loss on amounts due from subsidiaries is measured using the
general models for ECLs. When there has been a significant increase in credit
risk since initial recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of the timing
of the default. This is determined by applying the probability of default to
the receivables due from subsidiaries.
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and in
hand and short-term deposits with an original maturity of three months or
less. Bank overdrafts or other short-term debt facilities that are repayable
on demand and form an integral part of the Group's cash management are
included as a component of cash and cash equivalents for the purpose of the
statement of cash flows.
Financial instruments
Under IFRS 9, financial assets, liabilities and equity instruments are
classified according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a residual interest
in the assets of the Group after deducting all of its liabilities.
Financial assets held by the Group and Company are trade and other receivables
and cash. Financial liabilities held by the Group and Company are trade and
other payables, leases and asset finance.
The classification of financial assets at initial recognition depends on the
financial asset's contractual cash flow characteristics and the Group's
business model for managing them. Trade receivables are measured at the
transaction
price determined under IFRS 15. The Group's financial assets at amortised cost
include trade receivables and loans to subsidiaries.
A financial asset (or, where applicable, a part of a financial asset or part
of a group of similar financial assets) is derecognised when the rights to
receive cash flows from the asset have expired.
For trade receivables and contract assets, the Group applies a simplified
approach in calculating ECLs. Therefore, the Group does not track changes in
credit risk but instead recognises a loss allowance based on lifetime ECLs at
each reporting date.
Customer credit risk is managed by the Group finance team and is subject to
the Group's established policy, procedures and controls relating to customer
credit risk management. All new customers are subject to formal take-on
procedures which include the first four orders being on a proforma basis.
Customers' credit is reviewed on a regular basis with existing trading
experiences taken into account when deciding on ongoing terms. The Group has
an excellent record in
cash collections and consequently has had almost no bad debt in recent years.
A financial asset is deemed to be impaired when internal or external
information indicates that the Group is unlikely to receive the outstanding
contractual amounts in full before taking into account any credit enhancements
held by the Group. A financial asset is written off when there is no
reasonable expectation of recovering the contractual cash flows.
Trade payables are not interest bearing and are recognised initially at fair
value and subsequently measured at amortised cost using the effective interest
method.
Bank borrowings are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method. For long-term
bank borrowings stated at amortised cost, transaction costs that are directly
attributable to the borrowing instrument are recognised as an interest expense
over the life of the instrument.
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires; when an existing financial liability is
replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the
respective carrying amounts is recognised in the consolidated statement of
comprehensive income.
Company's investments in subsidiaries
The Company recognises its investments in subsidiaries at cost. The carrying
value of investments is reviewed for impairment whenever events or changes in
circumstances indicate the carrying value may not be recoverable.
Foreign currency translation
The financial statements are presented in UK pounds sterling. Transactions in
currencies other than sterling are recorded at the prevailing rate of exchange
at the date of the transaction. At each balance sheet date, monetary assets
and liabilities that are denominated in foreign currencies are retranslated at
the rates prevailing on the balance
sheet date. Non-monetary assets and liabilities that are denominated in
foreign currencies are translated
at the rates prevailing at the date of the transaction. Gains and losses
arising on retranslation of monetary items are included in the net profit or
loss for the year. The trading results of the overseas subsidiaries are
translated at the average exchange rate ruling during the year, with the
exchange difference between the average rates and the rates ruling at the
balance sheet date being taken to other comprehensive income and accumulated
in the translation reserve. Any differences arising on the translation of the
opening net investment in the overseas subsidiaries and of applicable
foreign currency loans are recognised in other comprehensive income and
accumulated in the translation reserve.
Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable and net of discounts and sales-related taxes. Sales of goods are
recognised when our performance obligations have been met. This will be when
goods have
been despatched and the collection of the related receivable is reasonably
assured. Sale of goods relates to the sale of medical diagnostic kits. Revenue
relating to CNSLab laboratory services is recognised on communication of test
results.
Share-based payments
For equity-settled transactions, the Group measures the award by reference to
the fair value at the date at which they are granted, and it is recognised as
an expense over the vesting period, which ends on the date on which the
relevant employees become fully entitled to the award. In certain
circumstances, such as death of an employee, the Directors can amend the
vesting period at their discretion. Fair value is determined using the
Black-Scholes model.
Any other conditions which are required to be met in order for an employee to
become fully entitled to an award are considered to be non-vesting conditions.
Like market performance conditions, non-vesting conditions are taken into
account in determining grant date fair value. No expense is recognised for
awards that do not ultimately vest, except for awards where vesting is
conditional upon a market or non-vesting condition, which are treated as
vesting irrespective of whether or not the market or non-vesting condition is
satisfied, provided that all other performance conditions are satisfied.
At each balance sheet date before vesting, the cumulative expense is
calculated, representing the extent to which the vesting period has expired
and management's best estimate of the achievement or otherwise of vesting
conditions and of the number of equity instruments that will ultimately vest
or, in the case of an instrument subject to a market or
non-vesting condition, be treated as vesting as described above. This includes
any award where non-vesting conditions within the control of the Group or the
employee are not met. The movement in cumulative expense since the previous
balance sheet date is recognised in the income statement, with a corresponding
entry in equity.
Where the terms of an equity-settled award are modified or a new award is
designated as replacing a cancelled or settled award, the cost based on the
original award terms continues to be recognised over the original vesting
period. In addition, an expense is recognised over the remainder of the new
vesting period for the incremental fair value of any modification, based on
the difference between the fair value of the original award and the fair value
of the modified award, both as measured on the date of the modification. No
reduction is recognised if this difference is negative.
Where an equity-settled award is cancelled, it is treated as if it had vested
on the date of cancellation, and any cost not yet recognised in the income
statement for the award is expensed immediately. Any compensation paid up to
the fair value of the award at the cancellation or settlement date is deducted
from equity, with any excess over fair value being treated as an expense in
the income statement.
Pensions
Contributions to personal pension plans of employees on a defined contribution
basis are charged to the income statement in the year in which they are
payable.
Income taxes
Current tax assets and liabilities are measured at the amount expected to be
recovered from or paid to the taxation authorities, based on tax rates and
laws that are enacted or substantively enacted by the balance sheet date.
Deferred income tax is recognised on all temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the
financial statements, with the following exceptions:
> Where the temporary difference arises from the initial
recognition of goodwill or of an asset or liability in a transaction that is
not a business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss;
> In respect of taxable temporary differences associated with
investments in subsidiaries, associates and joint ventures, where the timing
of the reversal of the temporary differences temporary differences will not
reverse in the foreseeable future; and
> Deferred income tax assets are recognised only to the
extent that it is probable that taxable profit will be available against which
the deductible temporary differences, carried forward tax credits or tax
losses can be utilised.
Deferred income tax assets and liabilities are measured on an undiscounted
basis at the tax rates that are expected to apply when the related asset is
realised or the liability is settled, based on tax rates and laws enacted or
substantively enacted at the balance sheet date.
Income tax and deferred tax are charged or credited in other comprehensive
income or directly to equity
if they relate to items that are credited or charged in other comprehensive
income or directly to equity. Otherwise, income tax and deferred tax are
recognised in profit or loss.
Use of estimates and judgements
The preparation of these financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expenses. It is not practical to separate estimates from judgements in
relation to future forecasts. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised and in any future periods affected.
The significant areas of estimation uncertainty and critical judgements in
applying the accounting policies that have the most significant effect on the
amounts recognised in the financial information areas follows:
Intangible assets - expected useful life
Management judgement is required to estimate the useful lives of intangible
assets, having reference to future economic benefits expected to be derived
from use of the asset. Economic benefits are based on the fair values of
estimated future cash flows.
The Group seeks to develop relationships with key external decision makers
that can influence the global agenda for the markets in which the Group
operates. To the extent that future economic benefits are dependent upon
inputs and decisions to be taken by third parties, the Group maintains regular
dialogue with these parties to ensure it has the most
relevant and up-to-date data upon which to base its judgement. The Group
reviews its technology assets on a regular basis by undertaking competitor
reviews to ensure the relevance of these assets and to increase the likelihood
that future economic benefits will continue to ensue. The period selected for
amortisation in relation to the Health and Nutrition products is five years as
there is competitor activity in this space.
Carrying value of goodwill
Goodwill is tested annually for impairment. The test considers the recoverable
amount of cash generating units (CGUs) that give rise to the goodwill. The
recoverable amount is determined to be the higher of the fair value less costs
to sell and the value in use of the CGU. If the carrying amount of the CGU
exceeds its recoverable amount, an
impairment charge will be recognised immediately in the income statement.
Value in use calculations require the estimation of future cash flows to be
derived from the respective CGU and the selection of an appropriate discount
rate in order to calculate their present value. The value in use methodology
is consistent with the approach taken by management to evaluate economic value
and is deemed to be the most appropriate for the respective CGU. The
methodology is based on the pre-tax cash flows arising from the specific CGU
and discounted using a pre-tax discount rate. The estimation of the timing and
value of underlying projected cash flows
and the selection of appropriate discount rates involves management judgement.
Subsequent changes to these estimates or judgements may impact the carrying
value of the assets.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on the
difference between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent
that it is probable that the taxable profits will be available against which
deductible temporary differences can be utilised within a reasonable period of
time.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow the asset recognised to be
recovered within a reasonable period of time.
Deferred tax assets and liabilities are offset where there is a legally
enforceable right of offset within the same tax authority and where the Group
intends to either settle them on a net basis, or to realise the asset and
settle the liability simultaneously. A deferred tax asset is recognised only
to the extent that it is probable that future taxable profits will be
available against which the asset can be utilised. Deferred tax assets are
reduced to the extent that it is no longer probable that the related tax
benefit will be realised.
Investments
For investments subject to impairment testing, the investment carrying value
is compared to the investment recoverable amount. The recoverable amount is
determined to be the higher of the fair value less costs to sell and the value
in use of the investment. If the carrying amount of the investment exceeds its
recoverable amount, an impairment charge will be recognised immediately in the
income statement. Reversals of previous impairment charges are recognised if
the recoverable amount of the investment significantly exceeds the carrying
amount.
Value in use calculations require the estimation of future cash flows to be
derived from the respective subsidiary and the selection of an appropriate
discount rate in order to calculate their present value. The value in use
methodology is consistent with the approach taken by management to evaluate
economic value and is deemed to be the most appropriate for the respective
subsidiary. The methodology is based on the pre-tax cash flows arising from
the respective subsidiary and discounted using a pre-tax discount rate. The
estimation of the timing and value of underlying projected cash flows and the
selection of appropriate discount rates involves management judgement.
Subsequent
changes to these estimates or judgements may impact the carrying value of the
subsidiary.
Deferred income
At inception, amounts advanced by DHSC were classified as deferred income
under IFRS 15 because they were to be recovered at an agreed amount per
lateral flow test produced. With no production volume over which the advance
payment can be recovered as envisaged in the contract, the Company still
retains the deferred income balance of £2.5 million pending resolution of the
dispute at the end of 31 March 2024. The outcome of the settlement
negotiations has now been finalised and as a result the full amount of
deferred income is to be retained by the Company and is shown within
exceptional income/costs in the year to 31 March 2025 accounts.
Standards adopted for the first time
The Group has applied the following standards and amendments for the first
time for the annual reporting period commencing 1 April 2024, none of which
had a material impact on the entity:
> Amendments to IAS 1 'Classification of Liabilities as
Current or Non-current' (effective for years commencing 1 January 2024).
> Amendments to IFRS 16 'Lease Liability in a Sale and
Leaseback' (effective for years commencing 1 January 2024).
> Amendments to IAS 1 'Non-current Liabilities with
Covenants' (effective for years commencing 1 January 2024).
> Amendments to IAS7 and IFRS 7 'Supplier Finance
Arrangements' (effective for years commencing 1 January 2024.
Standards, amendments and interpretations to existing standards that are
issued but not yet effective
Certain new accounting standards and interpretations have been published that
are not mandatory for 31 March 2025 reporting periods and have not been early
adopted by the Group. The company has not yet completed an assessment of the
impact of these standards on the current or future reporting periods or on
foreseeable future transactions.
> Amendments to IAS 21 'Lack of Exchangeability - The Effects
of Changes on Foreign Exchange Rates' (effective for years commencing 1
January 2025)
> Amendments to IFRS 9 and IFRS 7 'Amendments to the
Classification and Measurement of Financial Instruments' (effective for years
commencing 1 January 2026).
> Annual Improvements to IFRS Accounting Standards (effective
for years commencing 1 January 2026)
> IFRS 18' Presentation and Disclosure in Financial Statements
(effective for years commencing 1 January 2027)
> IFRS 19 'Subsidiaries without Public Accountability:
Disclosure' (effective for years commencing 1 January 2027)
3. Segmental information
The Health and Nutrition division specialises in the research, development and
production of kits to aid the detection of immune reactions to food. It also
provides clinical analysis to the general public, clinics and health
professionals as well as supplying the point-of-care FoodDetective® test. The
Corporate segment consists of centralised corporate costs which are not
allocated to the trading activities of the Group.
Inter-segment transfers or transactions are entered into under the normal
commercial conditions that would be available to unrelated third parties.
Business segment information
Health and Nutrition Corporate Total
2025 £'000 £'000 £'000
Total Income 11,110 - 11,110
DHSC Income (in exceptional) (2,500) - (2,500)
Other Income (280) - (280)
Total revenue 8,330 - 8,330
Cost of sales (2,889) - (2,889)
Gross profit 5,441 - 5,441
Operating costs (4,374) (1,462) (5,836)
Operating profit/(loss) before exceptional items 1,066 (1,462) (395)
Exceptional items 2,001 (170) 1,831
Operating profit/(loss) after exceptional items 3,068 (1,632) 1,436
Depreciation 179 - 179
Amortisation 436 - 436
EBITDA 3,682 (1,632) 2,050
Exceptional items (2,001) 170 (1,831)
Share-based payment charges - 186 186
Adjusted EBITDA 1,681 (1,276) 405
Share-based payment charges - (186) (186)
Depreciation (179) - (179)
Amortisation (436) - (436)
Net finance costs 130 - 130
Exceptional income/(costs) 2,001 (170) 1,831
Profit/(Loss) before tax 3,198 (1,632) 1,566
Exceptional items (2,001) 170 (1,831)
Share-based payment charges - 186 186
Amortisation (excluding development costs) 121 - 121
Adjusted profit/(loss) before tax 1,318 (1,276) 42
Business segment information continued
Health and Nutrition Corporate Total
2024 £'000 £'000 £'000
Total Income 9,858 - 9,858
Other Income (84) - (84)
Total revenue 9,774 - 9,774
Cost of sales (3,728) - (3,728)
Gross profit 6,046 - 6,046
Operating costs (5,357) (1,224) (6,581)
Operating profit/(loss) before exceptional items 689 (1,224) (595)
Exceptional items (100) (138) 1,831
Operating profit/(loss) after exceptional items 589 (1,362) (773)
Depreciation 214 - 214
Amortisation 436 - 436
EBITDA 1,239 (1,362) (123)
Exceptional items 100 138 238
Share-based payment charges 11 62 73
Adjusted EBITDA 1,350 (1,162) 188
Share-based payment charges (11) (62) (73)
Depreciation (214) - (214)
Amortisation (436) - (436)
Net finance costs 1 - 130
Exceptional income/(costs) (100) (138) (238)
Profit/(Loss) before tax 590 (1,335) (745)
Exceptional items 100 138 238
Share-based payment charges 11 62 73
Amortisation (excluding development costs) 121 - 121
Adjusted profit/(loss) before tax 822 (1,135) (313)
The adjusted profit/(loss) before taxation is a key measure of the Group's
trading performance used by the Directors. The reported numbers are non-GAAP
measures.
Corporate consists of centralised corporate costs which are not allocated
across the trading divisions. The segment assets and liabilities are as
follows:
2025 Health and Nutrition Corporate Total
£'000 £'000 £'000
Segment assets 7,297 88 7,384
Unallocated assets - - 6,266
Total assets 7,297 88 13,650
Segment liabilities 1,827 415 2,241
Unallocated liabilities - - -
Total liabilities 1,827 415 2,241
Health and Nutrition Corporate Total
2024 £'000 £'000 £'000
Segment assets 6,971 73 7,044
Unallocated assets - - 6,850
Total assets 6,971 73 13,894
Segment liabilities 1,153 318 1,471
Unallocated liabilities - - 2,500
Total liabilities 1,153 318 3,971
Unallocated assets comprise cash and deferred taxation. Unallocated
liabilities relate to deferred income balances.
Information about major customers
One customer within the Health and Nutrition segment accounts for £1,237,229,
14.9% (2024: £1,600,000, 16%)
of revenues.
Geographical information
The Group's geographical information is based on the location of its markets
and customers. Sales to external
customers disclosed in the geographical information are based on the
geographical location of its customers.
The analysis of segment assets and capital expenditure is based on the
geographical location of the assets.
2025 2024
£'000 £'000
Revenues
UK 1,650 1,527
Rest of Europe 1,985 2,061
Americas 1,483 2,361
India 688 551
Asia and the Far East 1,911 2,238
Africa and the Middle East 613 1,036
8,330 9,774
Property, Trade
Intangibles plant and Inventories and other Total
equipment* receivables
2025 £'000 £'000 £'000 £'000 £'000
Assets
UK 3,819 760 750 1,643 6,972
India 2 - 79 322 403
Unallocated assets - - - - 6,275
Total assets 3,821 760 829 1,965 13,650
Property, Trade
Intangibles plant and Inventories and other Total
equipment* receivables
2024 £'000 £'000 £'000 £'000 £'000
Assets
UK 4,096 513 535 1,660 6,804
India 3 1 72 164 240
Unallocated assets - - - - 6,850
Total assets 4,099 514 607 1,824 13,894
*includes right of use assets
2025 2024
£'000 £'000
Liabilities
UK 2,171 1,397
India 70 74
Unallocated liabilities - 2,500
Total liabilities 2,241 3,971
Capital expenditure
Health and Nutrition 225 48
Global Health and Other - -
Total capital expenditure 225 48
Intangible expenditure
Health and Nutrition 157 11
Global Health and Other - -
Total intangible expenditure 157 11
4. Finance income
2025 2024
Consolidated £'000 £'000
Interest receivable 147 50
Interest payable on bank overdraft - (1)
Interest payable on lease liabilities (10) (9)
Interest on hire purchase and asset finance arrangements (7) (12)
130 28
5. Taxation
2025 2024
Consolidated £'000 £'000
(a) Tax credited/(charged) in the income statement
Current tax - prior year adjustment - -
Deferred tax - current year 13 451
Deferred tax - prior year adjustment (13) (34)
- 417
2025 2024
Consolidated £'000 £'000
(b) Reconciliation of total tax (credit)/charge
Factors affecting the tax (credit)/charge for the year:
Profit/(loss) before tax 1,566 (745)
Effective rate of taxation 25% 25%
Loss before tax multiplied by the effective rate of tax 391 (186)
Effects of:
Expenses not deductible for tax purposes and permanent differences 47 164
Utilisation of tax losses (394) -
Accelerated capital allowances - (45)
Adjustments in respect of previous periods - deferred tax 13 34
Deferred tax not recognised - (297)
Other timing differences (23) (87)
Adjustment due to different overseas tax rate (34) -
Tax (credit) for the year - (417)
6. Revenue and expenses
2025 2024
Consolidated £'000 £'000
Revenue and other income
Revenue - sale of goods 6,696 8,274
Revenue - provision of services 1,634 1,500
DHSC income 2,500 -
Other income 280 84
Total revenue and other income 11,110 9,858
2025 2024
Consolidated £'000 £'000
Operating profit is stated after charging:
Material costs 2,067 2,606
Depreciation including right of use asset depreciation 179 214
Amortisation of intangibles 436 436
Net foreign exchange losses 35 107
Research and development costs 433 343
Low value lease rentals - 10
Share-based payments 186 73
Fees payable to the Company's auditors for the audit of the annual accounts: 40 40
- Local statutory audit of subsidiaries 50 50
- Local statutory audit of the parent company 15 10
Exceptional items summary
Management considers exceptional items to be income or expenditure which are
material and non-recurring in nature.
2025 2024
£'000 £'000
Aborted relocation (costs)/income (82) 71
Compensation for loss of office and share related payments (143) (195)
DHSC Income 2,500 -
HSE fine (35) -
Legal costs (mainly DHSC and HSE) (409) (114)
Total 1,831 (238)
The aborted relocation costs relate to the costs of old premises no longer
used by the business. The compensation for loss of office relates to two
employees who resigned throughout the year, as well as share related accruals
for some options granted in the year. The DHSC income is from the settlement
of the case in January 2025, with the HSE costs for the fine agreed in that
case with legal costs mainly for both disputes shown also. No further legal
cases are now pending for the Company.
2025 2024
Consolidated Number Number
Operations 23 33
Management and administration 61 61
Employee numbers 84 94
Their aggregate remuneration comprised:
2025 2024
Consolidated £'000 £'000
Wages and salaries 3,703 3,858
Social security costs 339 380
Pension costs 135 145
Share-based payments 186 73
4,363 4,456
At the date of this report signing there were four Directors who are employed
by the Company, and no personnel expenses of these Directors are paid directly
by the Company.
Equity-settled share-based payments
Consolidated and Company
The share-based payment plans are described below.
2007 EMI Option Scheme and 2020 EMI Option Scheme
The plans are equity-settled plans and the fair value is measured at the grant
date. Under the above plans, share options are granted to Directors and
employees of the Company. The exercise price of the option is equal to the
market price of the shares on the date of grant. The options for the 2007 EMI
Option Scheme vest three years after the date of grant. The options for the
2020 EMI Option Scheme vest two years after the date of grant. The rules for
these schemes allow for performance criteria to be applied in appropriate
cases. Performance criteria include share price hurdles and these are detailed
in the Directors' Remuneration Report.
The fair value of the options is estimated at the grant date using the
Black-Scholes pricing model, taking into account the terms and conditions upon
which the instruments were granted. The contractual life of each option
granted is ten
years and there is no cash settlement alternative.
Third Unapproved Option Scheme (TUOS) The plan is an equity-settled plan and
the fair value is measured at the grant date. Under the above plan, share
options may be granted to Directors and third parties. The exercise price of
the option is equal to the market price of the shares on the date of grant.
One third of the options vests one year after grant,
another third vests two years after grant and the final third vests three
years after grant.
The fair value of the options is estimated at the grant date using the
Black-Scholes pricing model, taking into account the terms and conditions upon
which the instruments were granted. The contractual life of each option
granted is ten
years and there is no cash settlement alternative.
On 6 June 2024, Carolyn Rand and Jeremy Millard were awarded 4 pence cost
options over 9,930,000 and 450,000 ordinary shares respectively under the
Third Unapproved Option Scheme. On 5 August 2024 and then on 31 March 2025
James Cooper was awarded 4 pence cost options over 2,000,000 and 2,500,000
ordinary shares respectively under the 2020 EMI Option Scheme and the Third
Unapproved Option Scheme respectively.
Long-Term Incentive Plan (LTIP)
On 2 June 2022, the Company established the Omega Diagnostics Group PLC Long
Term Incentive Plan as a new scheme to incentivise Executive Directors and
certain senior managers to deliver long-term value for shareholders. All the
nil cost options awarded under this scheme have now been surrendered and there
are now no further share
options outstanding under this scheme.
Under the EMI schemes, options are granted to recognise and retain committed
employees and key talent within the Group for the benefit of the business.
Under the HMRC approved schemes, taxation of any gains (capital gains tax) is
the responsibility of the optionee. The unapproved schemes' optionees are not
employees of the Company, and therefore any income taxes due on exercise gains
are the responsibility of the optionee.
The following table illustrates the number and weighted average exercise
prices (WAEP) of, and movements in,
share options during the year:
2025 2025 2024 2024
Number WAEP Number WAEP
Outstanding at 1 April 7,804,049 1p 15,348,170 1p
Granted during the year under the 2020 EMI Option Scheme 5,760,592 4p - -
Granted during the year under the TUOS 12,880,000 4p - -
Lapsed during the year under the EMI Option Scheme (1,050,000) 4p (205,000) 44p
Lapsed during the year under the LTIP - - (7,339,121) -
Outstanding at 31 March 2025 25,194,641 3p 7,804,049 1p
Exercisable at 31 March 2025 653,334 13p 703,334 18p
The options outstanding at the period-end have an exercise price in the range
of £nil to £0.21875 (2024:
£nil to £0.21875) and a weighted average remaining contractual life of 5.6
years (2024: 6.6 years).
Directors' remuneration
2025 2024
Consolidated £'000 £'000
Fees 22 115
Emoluments 363 375
Compensation for loss of office 60 94
445 584
Contributions to personal pension 17 19
462 603
Members of a defined contribution pension scheme at the year end 3 3
Information in respect of individual Directors' emoluments, including the
highest paid Director, is provided in the
Directors' Remuneration Report.
7. Earnings per share
Basic earnings per share are calculated by dividing the profit/(loss) for the
year attributable to ordinary equity
holders of the Group by the weighted average number of ordinary shares
outstanding during the year.
Diluted earnings per share are calculated by dividing the profit/(loss)
attributable to ordinary equity holders of
the Group by the weighted average number of ordinary shares outstanding during
the year plus the weighted
average number of ordinary shares that would be issued on the conversion of
all the dilutive potential ordinary
shares into ordinary shares. Diluting events are excluded from the calculation
when the average market price
of ordinary shares is lower than the exercise price.
2025 2024
£'000 £'000
Profit/(loss) attributable to equity holders of the Group 1,566 (328)
Profit/(loss) attributable to equity holders of the Group for basic earnings 1,566 (328)
2025 2024
Number Number
Basic average number of shares 237,950,660 237,727,136
Share options 320,000 370,000
Diluted weighted average number of shares 238,270,660 238,097,136
Basic and diluted EPS on profit/(loss) for the year 0.7p (0.1)p
Adjusted earnings per share on profit for the year
The Group presents adjusted earnings per share, which are calculated by taking
adjusted profit before taxation
and adding the tax credit or deducting the tax charge in order to allow
shareholders to understand better the
elements of financial performance in the year, so as to facilitate comparison
with prior periods and to better
assess trends in financial performance.
The reported numbers are non-GAAP measures.
2025 2024
£'000 £'000
Profit/(loss) for the year 1,566 (328)
Exceptional items (1,831) 238
Amortisation of intangible assets 121 121
Share-based payment charges 186 73
Adjusted profit for the year 42 104
Adjusted EPS on profit for the year 0.0p 0.0p
Adjusted profit before taxation, which is a key measure of the Group's trading
performance used by the
Directors, is derived by taking statutory profit before taxation and adding
back exceptional items, amortisation
of intangible assets (excluding development costs) and share-based payment
charges.
8. Intangibles
Goodwill Licences/ Technology Customer Development Total
software assets relationships costs
£'000 £'000 £'000 £'000 £'000 £'000
Cost
At 31 March 2023 3,017 1,726 1,975 100 9,259 16,077
Additions - 11 - - 0 11
Currency translation - (1) - - 0 (1)
At 31 March 2024 3,017 1,736 1,975 100 9,259 16,087
Additions - 157 - - - 157
At 31 March 2025 3,017 1,893 1,975 100 9,259 16,244
Accumulated amortisation
At 31 March 2023 - 1,647 1,539 100 8,266 11,552
Amortisation charge in the year - 22 99 - 315 436
At 31 March 2024 - 1,669 1,638 - 8,581 11,988
Amortisation charge in the year - 22 99 - 315 436
Currency translation - (1) - - - (1)
At 31 March 2025 - 1,691 1,737 100 8,896 12,423
Net book value
At 31 March 2025 3,017 203 238 - 363 3,821
At 31 March 2024 3,017 67 337 - 678 4,099
At 31 March 2023 3,017 79 436 - 993 4,525
The net book value of goodwill at 31 March 2024 and 31 March 2025 all relates
to the Health and Nutrition segment.
The development costs brought forward all relate to Health and Nutrition
projects, which have a further amortisation period of 14 months.
The technology assets costs of £1,975,000 comprise the microarray, microarray
and microplate. The remaining amortisation period for these assets is 29
months.
None of the additions shown (2024:nil) relates to internally generated assets
utilised for development activities. As a result, there is no amortisation
included above for these additions.
Impairment testing of goodwill and intangibles
On acquisition, goodwill is initially measured as the excess of the purchase
consideration of the acquired business over the fair value of the identifiable
net assets. Goodwill arose on the acquisition of Genesis Diagnostics Limited
and Cambridge Nutritional Sciences Limited in 2007, the trading results of
which are reported within the Health and Nutrition
segment, and as a consequence, the goodwill is allocated to the Health and
Nutrition CGU. The Group tests goodwill and intangibles annually for
impairment or more frequently if there are indicators of impairment. The
carrying amounts are indicated in the table above.
The recoverable amount of the Health and Nutrition CGU has been determined
based on a value in use calculation using cash flow projections for the years
ending 31 March 2026 to 31 March 2030.
A post-tax discount rate of 14.0% (2024: 14.0%) has been used in the
calculation of future cash flow projections. In order to calculate the
terminal value, a perpetuity growth rate of 2% (2024: 2%) has been applied.
The key assumptions used in the forecasts are the product revenues and gross
margins which are predicated on the continued success of FoodPrint® and
FoodDetective®, both having a strong track record of historical performance.
In 2025, 100% (2024:100%) of the corporate costs have been allocated to the
Health and Nutrition CGU when
assessing the value in use.
The forecast assumes high sales growth for two years (almost 20% each year),
followed by 5% thereafter as well as gross margin growth of a few percentage
points and costs rising slightly above inflation predictions. The Company
believes the same net cashflows could be achieved with lower sales growth in
the first few years followed by more accelerated growth thereafter.
The Group has conducted a detailed sensitivity analysis as part of its
impairment testing to ensure that the results of its testing are reasonable.
The base case model indicated headroom of £2,900,000. The discount rate for
the CGU would
need to increase by approximately 377 basis points, or the perpetuity growth
rate would need to fall by 923 basis points before the recoverable amount
would equal the carrying value. The value in use is more sensitive to the
revenue growth assumptions applied in the next two years if the revenue growth
is lower than planned by 4% and 2% over the next two years respectively, the
recoverable amount would enjoy the carrying value.
9. Property, plant and equipment
Leasehold Plant and
improvements machinery Total
Consolidated £'000 £'000 £'000
Cost
At 31 March 2023 696 2,445 3,141
Additions 4 44 48
Disposals (299) (1,069) (1,368)
At 31 March 2024 401 1,420 1,821
Additions - 225 225
At 31 March 2025 401 1,645 2,046
Accumulated depreciation
At 31 March 2023 694 1,880 2,574
Charge in the year 2 115 117
Impairment - 110 110
Disposals (299) (1,069) (1,368)
At 31 March 2024 397 1,036 1,433
Charge in the year 3 75 78
At 31 March 2025 400 1,111 1,511
Net book value At 31 March 2025
1 534 535
At 31 March 2024 4 384 388
At 31 March 2023 2 565 567
Leases
Right of use assets
Land and property
Consolidated £'000
At 31 March 2024 126
Additions 201
Depreciation (101)
At 31March 2025 226
Lease liabilities
Land and property
Consolidated £'000
At 31 March 2024 126
Additions 201
Interest expense 10
Lease payments (11)
At 31March 2025 226
An analysis of the lease liabilities by repayment date is as follows:
2025 2024
Consolidated £'000 £'000
Within one year 100 101
More than one year 126 25
Total 226 126
10. Deferred taxation
The deferred tax asset and deferred tax liability are made up as follows:
2025 2024
Consolidated £'000 £'000
Temporary differences 6 -
Tax losses carried forward 1,553 1,760
1,559 1,760
The deferred tax liability is made up as follows:
Fair value adjustments on acquisition 84 84
Accelerated capital allowances 69 91
Other short term temporary differences - 179
153 354
Net deferred tax asset 1,406 1,406
A deferred tax asset has been recognised for the carry forward of unused tax
losses to the extent that it is probable that future taxable profits will be
available against which the unused tax losses can be utilised. The result of
this review is to
write-off none of the deferred tax asset previously recognised and to retain
the current level of deferred tax asset.
This judgement is based on a review of the risk adjusted forecast model,
considering the forecast taxable profits for an appropriate period.
The deferred tax asset at 31 March 2025 will be offset against future profits.
Deferred tax assets not recognised as recoverable amount to £4 million (2024:
£4 million), which includes £1.4 million (2024: £1.5million) in relation to
the Company.
No deferred tax asset has been recognised in relation to losses based on the
forecast profitability of the Company.
11. Investments
Company
The Company's investments in subsidiaries, which are all 100% owned and
directly held, are comprised of the following:
Country of 2025 2024
incorporation £'000 £
'
0
0
0
Investment in Omega Diagnostics Limited(1) UK 2,793 2,793
Investment in Genesis Diagnostics Limited(2) UK - -
Investment in Cambridge Nutritional Sciences Limited(2) UK - -
Investment in [Omega (South West) Limited](3) UK - -
Investment in Bealaw (692) Limited(3) UK - -
Investment in Bealaw (693) Limited(3) UK - -
Investment in [Omega Dx (Asia) Pvt Limited](4) India 309 309
3,102 3,102
Bealaw (692) Limited and Bealaw (693) Limited are both dormant companies that
have never traded, these were
dissolved in May 2025. Omega (South West) Limited, Genesis Diagnostics Limited
and Cambridge Nutritional
Sciences Limited are exempt from audit under section 479A of the Companies Act
2006.
1 Registered office address - 9 Haymarket Square, Edinburgh EH3 8FY.
2 Registered office address - Eden Research Park, Henry Crabb Road,
Littleport, Cambridgeshire CB6 1SE.
3 Registered office address - One Fleet Place, London EC4M 7WS.
4 Registered office address - 508, 5th Floor, Western Edge 1, Kanakia Spaces,
Borivali East, Mumbai.
The carrying value of investments has been tested for impairment applying the
value in use model assumptions
disclosed in Note 8, adjusted for the fair value of the intercompany
receivable. The fair value of the intercompany
receivable was arrived at by discounting at 14% per annum over the
thirteen-year repayment period
12. Inventories
2025 2024
£'000 £'000
Raw materials 551 216
Work in progress 150 196
Finished goods and goods for resale 128 195
829 607
The write-down of inventories to net realisable value amounted to £40,000
(2024: £40,000).
13. Trade and other receivables
2025 2024
Consolidated £'000 £'000
Trade receivables 1,580 1,522
Less provision for impairment of receivables (124) (60)
Trade receivables - net 1,456 1,462
Prepayments 198 125
Other receivables 311 237
1,965 1,824
The Directors consider that the carrying amount of trade receivables and other
receivables approximates their fair
value. 100% of trade receivable balances at the year-end relate to contracted
income from customers.
Analysis of trade receivables
2025 2024
Consolidated £'000 £'000
Neither impaired nor past due 1,421 1,231
Past due but not impaired 35 231
1,456 1,462
Ageing of past due but not impaired trade receivables
2025 2024
Consolidated £'000 £'000
Up to three months 32 169
Between three and six months - -
More than six months 3 62
35 231
The credit quality of trade receivables that are neither past due nor impaired
is assessed internally with reference to historical information relating to
counterparty default rates. The maximum exposure to credit risk at the
reporting date is the fair value of each class of receivable and no collateral
is held as security.
Unimpaired receivables are expected, on the basis of past experience, to be
fully recoverable.
2025 2024
Company £'000 £'000
Prepayments 70 73
Other receivables 17 -
87 73
The intercompany receivable of £20,326,000 due from Omega Diagnostics Limited
at 31 March 2025 is stated net of an expected credit loss of £200,000 (2024:
£200,000). This is determined by applying the probability of default to the
receivables due from subsidiaries. These amounts are repayable on demand, but
the expectation is that a proportion will be repaid in more than one year and
as such the balance has been presented within noncurrent assets. The balance
is expected to be recovered in full over a period of thirteen years.
14. Short term deposits, cash and cash equivalents
2025 2024
Consolidated £'000 £'000
Short-term deposits - 2,501
Cash and cash equivalents 4,868 2,943
4,868 5,444
2025 2024
Company £'000 £'000
Cash and cash equivalents 1 5
15. Capital and reserves
Consolidated 2025 2024
Number of shares Number of shares
Authorised share capital
Ordinary shares of 4.0 pence each 323,278,493 323,278,493
Deferred shares of 0.9 pence each 123,245,615 123,245,615
Company Number £'000
of shares
Issued and fully paid ordinary capital
At 1 April 2023 237,685,180 9,507
Issued during the year 265,480 11
At 31 March 2024 237,950,660 9,518
Issued during the year - -
At 31 March 2025 237,950,660 9,518
Issued and fully paid non-participating deferred share capital
At the beginning and end of the year 123,245,615 1,109
The deferred shares do not confer any voting rights. The holders of deferred
shares have a first entitlement to a dividend of 0.000001 pence per share but
thereafter are not entitled to any participation in the profits or assets of
the Company. The deferred shares do not confer any rights as respect capital
to participate in a distribution (including on winding up). The deferred
shares are not redeemable.
16. Interest-bearing loans and borrowings and financial instruments
2025 2024
Consolidated £'000 £'000
Current
Obligations under asset finance loan arrangements 123 22
123 22
Non-current
Obligations under asset finance loan arrangements - -
- -
The Directors consider that the carrying amount of finance obligations
approximates their fair values. The Group uses asset finance loan
arrangements, hire purchase contracts and leases to acquire plant and
machinery. Future minimum payments are as follows
2025 2024
Asset finance and hire purchase Lease liabilities Asset finance and hire purchase Lease liabilities
£'000 £'000 £'000 £'000
Future minimum payments due:
Not later than one year 123 110 22 110
After one year but not more than five years - 138 - 28
After five years - - - -
123 248 22 138
Less finance charges allocated to future periods - (22) - (12)
Present value of minimum principal payments 123 226 22 126
The present value of minimum lease payments is
analysed as follows:
Not later than one year 123 100 22 101
After one year but not more than five years - 126 - 25
After five years - - - -
123 226 22 126
2025 2024
Changes in liabilities £'000 £'000
Opening lease, hire purchase and asset finance obligations 148 74
New leases 201 202
Right of use asset lease repayments (111) (108)
Right of use asset lease interest 10 9
Hire purchase and asset finance repayments (28) (29)
Hire purchase and asset finance interest 6 -
Disposals - -
Liabilities directly associated with assets held for sale 123 -
Closing lease, hire purchase and asset finance obligations 349 148
17. Deferred income
Under the contract dated 12 February 2021, the Company has received
£2,500,000 (2024: £2,500,000) of advance funding from DHSC as a contribution
to the preparedness of the Alva site for COVID-19 lateral flow test
production.
This prepayment was due to be recovered by DHSC based upon production volumes
under the contract. The contract did not progress to phase II (manufacturing)
and as such there is no agreed mechanism for repayment. This matter was
settled with the DHSC in January 2025, and no repayment of the £2,500,000 was
required. As a result, the £2,500,000 was released in full in the year to 31
March 2025 to the profit and loss account and can be found within exceptional
income. No balance remains on this amount in the balance sheet.
18. Trade and other payables
2025 2024
Consolidated £'000 £'000
Trade payables 766 610
Social security costs 174 170
Accruals and other payables 952 543
1,892 1,323
2025 2024
Company £'000 £'000
Trade payables 19 53
Accruals and other payables 396 266
415 319
Trade payables and other payables comprise amounts outstanding for trade
purchases and ongoing costs.
The Directors consider that the carrying amount of trade payables approximates
their fair value.
19. Commitments and contingencies
Performance bonds
The Group has performance bonds and guarantees in place amounting to £60,000
at 31 March 2025 (2024: £60,000).
20. Related party transactions
Remuneration of key personnel
The Board has defined key management personnel as the Directors of the Company
and the remuneration is set out
below in aggregate for each of the categories specified in IAS 24 - Related
Party Disclosures:
2025 2024
Consolidated £'000 £'000
Short-term employee benefits 445 649
Share-based payments 177 62
Post-employment benefits 17 19
639 730
Other related party transactions
During the year there were transactions between the Company and its
subsidiaries as follows:
2025 2024
Company £'000 £'000
Balance at 1 April 2024 19,834 19,067
Charges to subsidiary companies 1,731 1,504
Charges from subsidiary companies (745) (717)
Transfers of cash to subsidiary companies - 28
Transfers of cash from subsidiary companies (494) (48)
Less provision for impairment of receivables - -
Balance at 31 March 2025 20,326 19,834
21. Retirement benefit obligations
The Group operates pension schemes for the benefit of its UK and overseas
employees.
Details of the defined contribution schemes for the Group's employees are
given below.
Defined contribution scheme
The Group makes contributions to personal plans of employees on a defined
contribution basis. The Group
does not have ownership of the schemes, with individual plans being
arrangements between the employee
and pension provider.
22. Financial instruments
The Group's principal financial instruments comprise leases, asset finance
arrangements and cash. The main purpose of these financial instruments is to
manage the Group's funding and liquidity requirements. The Group has other
financial instruments, such as trade receivables and trade payables, which
arise directly from its operations. The categories of financial instruments
are summarised in the following tables:
2025 2024
Consolidated financial assets £'000 £'000
Trade receivables at amortised cost 1,456 1,462
Other receivables 235 131
Short-term deposits - 2,501
Cash and cash equivalents 4,868 2,943
Total financial assets at amortised cost 6,559 7,037
Financial assets at fair value
Sundry debtors at fair value 77 106
Total financial assets at fair value 77 106
Total consolidated financial assets 6,636 7,143
The fair value of sundry debtors at year end is equal to the carrying value,
and therefore no fair value adjustment
has been made.
2025 2024
Company financial assets at amortised cost £'000 £'000
Due from subsidiary companies at amortised cost 20,326 19,834
Amounts due to the Company from subsidiary companies are repayable on demand,
but the expectation is that
a proportion will be repaid in more than one year and are not subject to
interest.
Fair values
Sundry debtors are the only financial assets measured at fair value and
classified at Level 3 being valued based
on the modelling of the related anticipated royalty income.
2025 2024
Consolidated £'000 £'000
Trade payables 766 610
Accruals and other payables 952 543
Obligations under leases and asset finance loan arrangements 349 148
2,067 1,301
2025 2024
Company financial liabilities £'000 £'000
Trade payables 19 53
Accruals and other payables 396 266
415 319
Financial risk management
The principal financial risks to which the Group is exposed are those relating
to foreign currency, credit, liquidity and interest rate. These risks are
managed in accordance with Board-approved policies.
Foreign currency risk
The Group operates in more than one currency jurisdiction and is therefore
exposed to currency risk on the retranslation of the income statement and the
balance sheet of its overseas subsidiaries from rupees into its functional
currency of pounds sterling. The Company funds its subsidiaries by a mixture
of equity and intercompany loan financing, and these balances are subject to
exchange rate movements that can give rise to movements in equity. The Group
also buys and sells goods and services in currencies other than the functional
currency, principally in euros and US dollars. The Group has US dollar and
euro denominated bank accounts and, where possible, the Group will offset
currency exposure where purchases and sales of goods and services can be made
in these currencies. The Group's non-sterling revenues, profits, assets,
liabilities and cash flows can be affected by movements in exchange rates. It
is currently Group
policy not to engage in any speculative transaction of any kind but this will
be monitored by the Board to determine whether it is appropriate to use
additional currency management procedures to manage risk. At 31 March 2025 and
31 March 2024 the Group had not entered into any hedge transactions.
Credit risk
The Group's credit risk is primarily attributable to its trade receivables.
The Group conducts its operations in many countries, so there is no
concentration of risk in any one area. In most cases, the Group grants credit
without security to its customers. Creditworthiness checks are undertaken
before entering into contracts with new customers, and credit limits are set
as appropriate. The Group conducts most of its operations through distributors
and is therefore able to maintain a close relationship with its immediate
customers. As such, the Group monitors payment profiles of customers on a
regular basis and is able to spot deteriorations in payment times. An
allowance for impairment is made that
represents the potential loss in respect of individual receivables where there
is an identifiable loss event which, based on previous experience, is evidence
of a reduction in the recoverability of cash flows. The carrying amount
recorded in the balance sheet of each financial asset as at 31 March 2025 and
31 March 2024 represents the Group's maximum exposure to credit risk. The
amounts presented in the balance sheet are net of allowance for doubtful
receivables.
An analysis of ageing of past due but not impaired trade receivables can be
seen in Note 13.
Customer concentration risk
The Group's largest single customer accounts for 15% of revenue (2024: 16%).
2025 2024
Trade receivables Trade receivables
£'000 £'000
UK/Europe 836 380
Americas 161 310
Asia and the Far East 447 548
Africa and the Middle East 136 284
1,580 1,522
Impairment losses
2025 2024
Trade receivables ECL Trade receivables ECL
£'000 £'000
Balance at start of period (60) (126)
Impairment recognised (66) (19)
Impairment released 2 85
Balance at end of period (124) (60)
The Company has provided for an ECL of £200,000 (2024: £200,000) in relation
to amounts due from
Omega Diagnostics Limited.
Capital management
The Group funds its operations with a mixture of cash, short and long-term
borrowings or equity as appropriate
with a view to maximising returns for shareholders and maintaining investor,
creditor and market confidence.
The Board reviews and approves an annual budget to help ensure it has adequate
facilities to meet all its
operational needs and to support future growth in the business.
Liquidity risk
The Group's objective is to maintain sufficient headroom in cash generation
and banking facilities to meet its
foreseeable financing and working capital requirements. The Group maintains a
surplus balance of cash and
cash equivalents to ensure flexible liquidity to meet financial liabilities as
they fall due.
The table below summarises the maturity profile of the Group's financial
liabilities at 31 March 2025 based on
the undiscounted cash flows of liabilities which include both future interest
and principal amounts outstanding
based on the earliest date on which the Group can be required to pay. The
amounts of future interest are not
included in the carrying value of financial liabilities on the balance sheet.
Less than 3 to 12 1 to 5 >5 Total
3 months months years years
Consolidated £'000 £'000 £'000 £'000 £'000
2025
Trade payables 766 - - - 766
Accruals and other payables 238 714 - - 952
Obligations under asset finance loan arrangements 31 92 - - 123
Obligations under leases 25 75 126 - 226
1,060 881 126 - 2,067
2024
Trade payables 610 - - - 610
Accruals and other payables 320 223 - - 543
Obligations under asset finance loan arrangements 11 11 - - 22
Obligations under leases 28 82 28 - 138
969 316 28 - 1,313
The table below summarises the maturity profile of the Company's financial
liabilities at 31 March 2025 based
on the undiscounted cash flows of liabilities based on the earliest date on
which the Company can be required
to pay.
Less than 3 to 12 1 to 5 Total
3 months months years
Company £'000 £'000 £'000 £'000
2025
Trade payables 19 - - 19
Accruals and other payables 396 - - 396
415 - - 415
2024
Trade payables 53 - - 53
Accruals and other payables 266 - - 266
319 - - 319
Interest rate risk
All of the Group's borrowings are at fixed rates of interest.6
The following table demonstrates the sensitivity to a possible change in
interest rates on the Group's profit before tax through the impact on floating
rate borrowings and cash balances.
Consolidated Change in before Effect on profit
basis points before tax and equity
£'000
2025
Cash and cash equivalents 25 13
2024 25 13
Cash and cash equivalents
The following table demonstrates the sensitivity to a possible change in
interest rates on the Company's profit
before tax through the impact on floating rate borrowings and cash balances.
Company Change in Effect on profit
basis points before tax and equity
£'000
2025
Cash and cash equivalents 25 -
2024 25 1
Cash and cash equivalents
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