REG - Fortis Frontier PLC - Final Results
19/03/2026 07:00
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RNS Number : 1995X Fortis Frontier PLC 19 March 2026
Fortis Frontier PLC
("Fortis Frontier" or the "Company")
Final Results
Posting of Annual Report & Notice of AGM
Fortis Frontier PLC (AIM: FORF), an AIM Rule 15 cash shell (formerly
MyHealthChecked PLC), announces its audited final results for the year ended
31 December 2025.
Highlights
● Disposed of Concepta Diagnostics Limited ("CDL") to Boots for £2.375m
● Net assets as at 31 December 2025 amounted to £5,381,000 which is
predominately cash
● The Company is now classed as an AIM Rule 15 cash shell
Publication of Annual Report & Notice of Annual General Meeting
The full Group Annual Report and Audited Financial Statements and Notice of
AGM will be posted to shareholders today and will also be available shortly at
www.fortisfrontierplc-ir.com. The Annual General Meeting ("AGM") will be held
at 10.00 a.m. on 28 April 2026 in the offices of BPE Solicitors LLP, St James
House, St James Square, Cheltenham GL50 3PR. Only registered shareholders are
entitled to attend the AGM. Any shareholders who wish to attend the meeting
should email fortisfrontier@walbrookpr.com
(mailto:fortisfrontier@walbrookpr.com) with their proof of shareholding to
register for the meeting.
For further information contact:
Fortis Frontier PLC www.fortisfrontierplc-ir.com (http://www.fortisfrontierplc-ir.com)
Adam Reynolds, Executive Chairman via Walbrook PR
SPARK Advisory Partners Limited (NOMAD) Tel: +44 (0)20 3368 3550
Neil Baldwin / Dillon Wall
Singer Capital Markets (Broker) Tel: +44 (0)20 7496 3000
James Serjeant / Russell Cook / Amber Higgs
Walbrook PR Ltd (Media & IR) Tel: +44 (0)20 7933 8780 or fortisfrontier@walbrookpr.com
(mailto:fortisfrontier@walbrookpr.com)
Paul McManus / Alice Woodings Mob: +44 (0)7980 541 893 / +44(0)7407 804 654
About Fortis Frontier PLC
On 10 November 2025 MyHealthChecked PLC completed the disposal of its trading
subsidiary, Concepta Diagnostics Limited, becoming an AIM Rule 15 Cash Shell,
as defined in the AIM Rules for Companies. On the same day the Company changed
its name to Fortis Frontier PLC. The Board is now carefully considering the
strategic options available to it in order to maximise shareholder value
EXECUTIVE CHAIRMAN'S REPORT
As previously reported, 2025 was an eventful year for Fortis Frontier PLC
(formerly MyHealthChecked PLC), as the Company disposed of its only trading
subsidiary Concepta Diagnostics Limited ("CDL"), to Boots UK Limited for
£2.375m in cash, on 10 November 2025. As a consequence, the Group's net
assets as at 31 December 2025 amounted to £5,381,000 (2024: £6,975,000)
which is now predominately in cash.
Since the disposal of CDL the Board has reviewed, and reduced, the operating
costs of the Group whilst it carefully considers the strategic options open to
it with a view to maximising shareholder value. As part of this process the
Board noted that the Company's shares had been trading on AIM below their net
asset value ("NAV") and, although only a limited number of shares were
available, the Company has utilised the authority granted at the last AGM to
purchase 435,000 shares at 8p each for cancellation since the yearend. These
share buy-backs have increased the NAV for the remaining shareholders
As the Company is now classed as an AIM Rule 15 cash shell the Board has also
been approached by a number of businesses seeking investment through a Reverse
Takeover ("RTO") transaction. Given the current uncertainty in the global
economy due to the ongoing conflicts in the Middle East and Ukraine, the
Directors are taking time to carefully consider and evaluate all such
approaches to ensure the most appropriate strategic option is chosen in the
best interests of the Company and its Shareholders. Shareholders will be kept
fully informed regarding corporate developments over the coming months.
FINANCIAL REVIEW
Review of Income Statement
On 10 November 2025 the Company sold its only trading subsidiary, Concepta
Diagnostics Limited ("CDL"), to Boots UK Limited ("Boots") for a cash
consideration of £2,375,000. As a consequence, the Company is now an AIM
Rule 15 cash shell.
As described in the Circular to Shareholders dated 14 October 2025 the
principal activity of CDL was the distribution and commercialisation of a
range of at-home healthcare and wellness tests, and the development of an
accompanying proprietary digital platform. This business was previously
carried out by CDL's parent company, Fortis Cardiff Limited ("FCL"), but was
acquired by CDL when the relevant trade and assets of FCL were transferred to
it under a hive-down arrangement, in exchange for the issue of shares, in
August 2025. The hive-down took place to facilitate the sale of the business
by creating a new, 'clean' separate legal entity containing only the business
and assets of FCL that Boots wished to acquire.
Prior to the disposal the operating loss attributable to the discontinued
business amounted to £1.62m (2024: £1.69m) on revenue of approximately
£2.0m (2024: £3.6m). Although demand for the wellness testing product range
was increasing it had become clear that testing margins alone were unable to
fund the investment required to generate sustainable and profitable growth in
this category within a reasonable timescale. As CDL was likely to be
loss-making for the foreseeable future as a standalone business, the Board
concluded that a disposal for cash was in the best interests of Shareholders
and the Company as a whole.
During 2024 FCL submitted a claim to HMRC for the repayment of VAT levied on
B2C COVID PCR tests sold in earlier years. This claim, which amounted to
£780,000, has now been agreed and repaid in full to the Company. At the
time this claim was submitted the Board had also been advised that COVID PCR
tests made on a B2B basis were correctly treated as vatable. However, as noted
in the 2024 accounts, a major customer challenged whether this treatment was
correct and asserted that this supply should also have been exempt from
VAT. As HMRC has now determined that the B2B COVID PCR sales should also
be treated as exempt, this has reduced the net value of the reclaim (after net
costs and disallowed input VAT) to approximately £434,000. As a
consequence, exceptional income of £228,000 (2024: £206,000) has been
recognised in the profit and loss account of the discontinued operations in
the current year.
After deducting the management fees charged to the discontinued operations,
administration costs associated with the continuing business increased to
£804,000 from £544,000 primarily due to the termination costs of Directors.
After interest of £143,000 (2024: £212,000) and the profit on disposal of
discontinued operations of £422,000 (2024: £nil) the total comprehensive
loss for the year amounted to £1,627,000 (2024: £1,786,000).
Financial position
The Group's net assets as at 31 December 2025 amounted to £5,381,000 (2024:
£6,975,000). This comprised total assets of £7,532,000 (2024: £8,802,000)
and total liabilities of £2,151,000 (2024: £1,827,000). As the net VAT
repayment in respect of the B2B COVID PCR sales has still to be received by
FCL these amounts included assets of £1,734,000 (2024: £3,289,000) and
liabilities of £2,034,000 (2024: £1,751,000) attributable to discontinued
operations.
Cashflow
The Group's cash balance at the year-end was £5,764,000 (2024: £5,473,000).
The net cash utilised in operations amounted to £1,759,000 (2024:
£2,390,000) before net interest receivable of £142,000 (2024: £230,000).
Cash inflows from investing activities amounted to £1,908,000 (2024: £
93,000 outflow) due to the net consideration received for the disposal of CDL
of £1,952,000 after costs. Other investing activities relate primarily to the
development of the digital platform whilst £nil (2024: £23,000) was spent on
financing activities.
Capital management
The Board's objective is to maintain a balance sheet that is both efficient
and delivers long-term shareholder value. The Board continues to monitor the
balance sheet to ensure it has an adequate capital structure.
Key Performance Indicators ("KPIs")
The Board recognises the importance of both financial and non-financial KPIs
in driving appropriate behaviours and enabling the monitoring of Group
performance.
Prior to the disposal of its trading subsidiary, the key financial KPIs
monitored by the Board were revenue, gross margin and EBITDA as well as
non-financial KPIs identified as measurements and targets for operational
performance. These KPIs include the monitoring of samples activated,
turnaround times and failure rates as well as customer feedback on platforms
such as Trustpilot, the success of email marketing campaigns through open,
click through and conversion rates and social media reach.
As an AIM Rule 15 cash shell, the key KPIs are now monthly overheads and cash
burn which are reviewed on a monthly basis.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For The Year Ended 31 December 2025
2025 2024
£'000 £'000
Other expenses 553 490
Termination costs 225 -
Share based payments 22 54
Administration expenses (800) (544)
Operating loss (800) (544)
Finance income 143 212
Loss from continuing operations before and after taxation (657)
(332)
Loss from discontinued operations (970) (1,454)
Total comprehensive loss for the year (1,627) (1,786)
Attributable to owners of the Company:
Total comprehensive loss - continuing operations (657) (332)
Total comprehensive loss - discontinued operations (970) (1,454)
Total comprehensive loss for the year (1,627) (1,786)
Loss per ordinary share - basic (3.14)p (3.45)p
Fully diluted loss per ordinary share (3.14)p (3.45)p
.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
2025 2024
£'000 £'000
Non-current assets
Plant and equipment - 82
Intangible assets - 1,353
Total non-current assets - 1,435
Current assets
Inventories - 133
Trade and other receivables 1,768 1,761
Cash and cash equivalents 5,764 5,473
Total current assets 7,532 7,367
Total assets 7,532 8,802
Current liabilities
Trade and other payables 2,151 1,827
Total liabilities 2,151 1,827
Net assets 5,381 6,975
Share capital 781 781
Employee Benefit Trust reserve (14) (25)
Share premium account 3 3
Reverse acquisition reserve (6,044) (6,044)
Retained earnings 10,655 12,260
Total equity 5,381 6,975
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Share capital Share Premium Reverse acquisition Retained earnings Total
reserve
Employee
Benefit Trust
reserve
£'000 £'000 £'000 £'000 £'000 £'000
Equity as at 1 January 2024 780 - (6,044) 13,993 8,704
(25)
Loss for the year - - - (1,786) (1,786)
-
Total comprehensive loss - - - (1,786) (1,786)
-
Exercise of share options 1 3 - (1) 3
-
Share-based payments - - - 54 54
-
Equity as at 31 December 2024 781 3 (6,044) 12,260 6,975
(25)
Loss for the year - - - (1,627) (1,627)
-
Total comprehensive loss - - - (1,627) (1,627)
-
Provision against cost of investment - - - - 11
11
Share-based payments - - - 22 22
-
Equity as at 781 3 (6,044) 10,655 5,381
31 December 2025 (14)
CONSOLIDATED STATEMENT OF CASH FLOWS
For The Year Ended 31 December 2025
2025 2024
£'000 £'000
Cash flows from operating activities
Loss before tax from continuing operations (657) (332)
Loss before tax from discontinued operations (970) (1,454)
(1,627) (1,786)
Adjustments for:
Profit on disposal of discontinued operations (422) -
Depreciation and amortisation 215 255
Profit on sale of fixed assets - (6)
Finance expenses - 1
Finance income (143) (239)
Provision against Employee Benefit Trust 11 -
Share-based payments 22 54
Adjusted operating loss before changes in working capital (1,944) (1,721)
Changes in working capital
(Increase)/decrease in inventory (2) 209
(Increase)/decrease in trade and other receivables (1,433) 1,907
Increase/(decrease) in trade and other payables 1,620 (2,785)
Cash utilised in operations (1,759) (2,390)
Net interest received 142 230
Net cashflows from operating activities (1,617) (2,160)
Investing activities
Proceeds from sale of discontinued operations (net of costs) 1,952 -
Purchase of plant and equipment (4) (31)
Proceeds from sale of fixed assets - 10
Purchase of intangible assets (40) (72)
Net cash flows used in investing activities 1,908 (93)
Financing activities
Exercise of share options - 3
Repayment of lease liability - (26)
Net cash flows from financing activities - (23)
Net change in cash and cash equivalents 291 (2,276)
Cash and cash equivalents at the beginning of the year 5,473 7,749
Cash and cash equivalents at the end of the year 5,764 5,473
NOTES TO THE FINANCIAL STATEMENTS
The notes to the Financial Statement are available in full in the Group Annual
Report and Financial Statements which will be available shortly on the Company
website: wwwfortisfrontierplc-ir.com
Basis of preparation
The financial statements have been prepared in accordance with UK adopted
international accounting standards (IFRS), and with those parts of the
Companies Act 2006 applicable to companies reporting under IFRS.
Loss per share
2025 2024
Basic and diluted
Loss after tax for the year £1,627,000 £1,786,000
Weighted average number of shares - basic 52,035,932 52,006,836
Less shares held by the Employee Benefit Trust (weighted) (184,111) (184,111)
Weighted average number of shares 51,851,821 51,822,725
Weighted average number of shares - fully diluted* 51,851,821 51,822,725
Loss per share 3.14p 3.45p
Fully diluted loss per share 3.14p 3.45p
*Due to the loss for the year ended 31 December 2025 the effect of the
weighted average 299,069 (2024:278,411) ordinary shares arising from
unexercised share options was considered anti-dilutive and therefore they have
not been included in the calculation of the fully diluted weighted average
number of shares for that period.
Basic earnings per share is calculated by dividing the loss attributable to
equity holders of the Company by the weighted average number of ordinary
shares in issue during the year. The weighted average number of shares
excludes the shares held by the Employee Benefit Trust.
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