REG - Gelion PLC - Final results to 30 June 2025
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RNS Number : 1789J Gelion PLC 27 November 2025
27 November 2025
Gelion plc
("Gelion" or the "Company")
Final results to 30 June 2025
Breakthrough year with momentum continued in FY26
Gelion (AIM: GELN), the global energy storage innovator, announces its audited
final results for the year ended 30 June 2025.
Financial performance
· First revenue generated, delivering a 36% increase in total income to £2.7
million, consistent with market expectations and marking the company's
transition into a commercial revenue phase.
· Adjusted EBITDA loss1 reduced by 15% to £4.1 million, £0.2 million
better than market projections and driven by financial discipline and
operational efficiency.
· Operating loss narrowed by 25.7% to £6.0 million, reflecting continued
progress in cost management and the efficient execution of development
programs.
· Balance sheet strengthened through completion of a successful capital raise.
1 Adjusted EBITDA loss is a non-statutory measure. The calculation method is
shown in Note 29.
Operational and strategic progress
· Strategic Collaborations and Industry Recognition: Expanded global strategic
partner network, signing agreements with Max Planck Institute of Colloids and
Interfaces (MPI), Materials Testing Agreement (MTA) with TDK Corporation and
collaborations with University of Nottingham and UKRI.
· Strong Technological Progress across the entire battery supply chain: With the
commissioning of advanced capabilities in Sydney and UK, Gelion's sulfur
technologies and lithium recycling technology has seen consistent, strong
progress and promising results.
· Breakthrough Na-S Performance: Successfully integrated MPI's advanced
materials into Room Temperature Sodium Sulfur (Na-S) coin cells, delivering
industry-leading results, including longer battery life, higher energy
retention and higher power performance.
Post-period end highlights
· Integration of MPI Technology: Successful transfer of proprietary Sulfur
Cathode Active Material (CAM) technology from MPI in Gelion's ACPC, enabling
the acceleration of its Sulfur CAM and collaborative development programmes of
its Li-S and Room Temperature Sodium Sulfur Battery technologies.
· Full Collaboration Agreement with TDK Corporation: Signed full collaboration
agreement with TDK, the Japan headquartered global electronics and battery
manufacturer. Progressed from MTA to a multi-year Collaboration Agreement to
progress to commercial pouch cells prototype and qualification of battery cell
manufacturing within the next 12 months.
· Breakthrough Li-S Performance: Successfully integrated MPI's advanced
materials into Lithium Sulfur (Li-S) coin cells, delivering industry-leading
results, including longer battery life, higher energy retention and higher
power performance.
· OXLiD receives ARMD4 Grant: UK Government grant funding under the DRIVE35
programme, facilitated by the Advanced Propulsion Centre UK. Gelion will
collaborate with QinetiQ to scale-up and independently validate Gelion's
next-generation lithium-sulfur (Li-S) technology in high-energy multi-layer
pouch cells.
· Strengthened Balance Sheet: Raised £10.5m in an oversubscribed capital raise
(November 2025) from existing and new investors, positioning the Company for
the next stage of growth.
John Wood, CEO of Gelion, commented: "2025 has been a defining year for
Gelion, marked by major breakthroughs in Sulfur battery technology and the
formation of powerful global partnerships that accelerate our path to
commercialisation. Our collaborations with the Max Planck Institute, TDK and
QinetiQ, are testament to the milestones achieved in the past year and
reinforce the unique performance potential of our Lithium-Sulfur (Li-S) and
room temperature Sodium Sulfur (Na-S) battery systems, and our position at the
forefront of this emerging field.
"We continued to strengthen our financial and operational foundations during
the year, delivered first commercial revenues in our Integration Solutions
business, and advanced our lithium-ion recycling capabilities, all while
maintaining disciplined execution.
"With strong partner engagement, growing validation from Tier-1 manufacturers
such as TDK, and the support shown in our oversubscribed £10.5 million
fundraise post year end, we are confident in our strategy and the scale of the
opportunity ahead. We are helping to unlock the next generation of energy
storage and build a more resilient, accessible and sustainable global battery
supply chain."
Annual Report
The FY 2025 Annual Report can be viewed and downloaded from the Company's
website: https://gelion.com/investors/financial-reports-documents-notices/
(https://gelion.com/investors/financial-reports-documents-notices/)
Enquiries:
Gelion plc via Alma
John Wood, CEO
Amit Gupta, CFO
Strand Hanson Limited (Nominated and Financial Adviser) +44 (0) 20 7409 3494
Christopher Raggett / Rob Patrick / Harry Marshall
Oberon Capital (Joint Broker) +44 (0) 20 3179 5300
Nick Lovering / Mike Seabrook / Adam Pollock
Allenby Capital Limited (Joint Broker) +44 (0) 20 3328 5656
Jos Pinnington / Lauren Wright (Sales and Corporate Broking)
Alex Brearley / Ashur Joseph (Corporate Finance)
Alma Strategic Communications (Financial PR) +44 (0) 20 3405 0205
Justine James / Hannah Campbell / Rose Docherty gelion@almastrategic.com (mailto:gelion@almastrategic.com)
About Gelion
Gelion ("gel: ion") is a global energy storage innovator, supporting the
transition to a more sustainable economy by commercialising globally important
next generation battery technologies: Sulfur based, Lithium-Sulfur (Li-S),
Sodium-Sulfur (Na-S) and Zinc-based (Zn) hybrid cells to electrify mobile and
stationary applications and battery recycling technology.
Gelion plc is quoted on the London Stock Exchange's AIM Market and wholly owns
UK based OXLiD Ltd and Battery Minerals Ltd and Australia based Gelion
Technologies Pty Ltd. Gelion is designing and delivering innovative battery
technology to enable that transition and return value for its customers and
investors.
In addition, Gelion is also delivering commercial Battery Energy Storage
Systems (BESS) projects through its Integration Solutions business.
Sulfur Batteries
Gelion's effort is directed at the potential for sulfur-based cathode active
materials (CAMs) to deliver low-cost & sustainable batteries with
compelling performance. In the case of Li-S batteries, the target is a
high-performance light-weight battery for the EV and e-aviation market. In the
case of Na-S batteries, the target is an ultra-low-cost advancement on
batteries currently employed in the stationary storage and economy EV market.
The Company's overarching goal is to help make global transport, energy
consumption and storage more sustainable.
Glossary
Ah Ampere hours. A measure of capacity stored in the cell. The larger the number
the higher the capacity.
mAh/g(S) The unit mAh/g(S) stands for milliampere-hours per gram of Sulfur (with S
indicating "Sulfur"). It is a measure quantifying how many electrons (in mAh)
can be stored per gram of Sulfur.
CAM Cathode active material
Energy density (Wh/kg) The ratio of energy stored per unit weight i.e. Watt-hours per kilogram. The
higher the number the lighter the battery.
Pouch cell An industry standard format of a battery which comprises a flat pouch-shaped
design with a multi-layered laminate structure.
Cycle life The number of full charge and discharge cycles a battery can complete before
its capacity falls below a specified level, typically 80% of the original
capacity. Higher cycle life indicates longer-lasting performance.
Chairman's statement
This was the year Gelion achieved the breakthrough that moves us from an
innovator to a genuine disruptor in global energy storage. The step-change
came with our success in placing sulfur and sodium -two of the most abundant
elements, globally, at the heart of the next-generation of battery technology.
Gelion's sulfur-based cathodes are inexpensive and do not use elements
associated with conflict or high cost such as cobalt, nickel or manganese.
Gelion's Li-S battery results show superior power capability and outstanding
longevity in coin cells and have been independently validated by TDK
Corporation. The test results establish that the performance of Gelion's new
Li-S battery exceeds certain key performance when compared to incumbent
technologies while meeting industry standard in others. This followed
similarly exciting test results earlier in the year for Gelion's Sodium-Sulfur
(Na-S) battery technology. These achievements were delivered earlier in
Gelion's development journey than anticipated. As a result, 2025 saw a shift
to a new level of performance, creating an innovative platform technology with
the capacity to support multiple different industries and applications.
Industry Partnerships and Depoliticising Batteries
Post year-end, Gelion signed a full collaboration agreement with TDK
Corporation, the Japan headquartered global electronics and battery
manufacturer with over 100,000 employees worldwide, to facilitate the
development of large format commercial pouch cell prototypes (type of
rechargeable batteries) and is also receiving interest from other global
players. These companies are actively seeking new avenues of competitive
advantage, and Gelion's materials model - supplying materials rather than
competing with manufacturers - is resonating strongly. Choosing the right
partners will be critical, and this requires careful consideration not only of
commercial f it, but also of macroeconomic factors and geopolitical realities.
By being selective, we must ensure that collaborations accelerate both
Gelion's growth and the global rollout of our technology. This has been
demonstrated by the agreement with TDK. Working alongside one of the world's
great innovation centres that lives its brand identity, towards realising the
potential of our next-generation battery technologies, marks a significant
inflection point for Gelion. In recent years, the use of critical minerals
from restricted geological sources has made battery manufacturing a sensitive
issue. By focusing on abundant materials such as sulfur and sodium, Gelion is
helping depoliticise battery supply chains.
As production accelerates, this will have an increasingly positive impact on
the environment and society, as well as on the industry itself, through
reducing pressure on finite resources and unlocking existing restrictions
around battery technologies in many regions.
Board commitment and leadership
I would like to thank everyone involved in making 2025 such a success. Gelion
has a highly committed group of stakeholders that go beyond the call of duty
to address every aspect of their responsibilities. Every Board member feels a
collective responsibility for shareholder funds, along with a closely
associated focus on meeting required investor outcomes. For this reason, all
members continued to collaborate closely with the Executive team in 2025 to
help drive the best possible performance. I'm pleased to note that the Board
has participated in every capital raise round including buying shares on the
market, thereby demonstrating their support for the business.
Furthermore, we were pleased to welcome Dr. Graham Cooley to the Board in
2025. With more than three decades of experience in the power, energy storage,
and hydrogen sectors, he has already added valuable perspective. I must also
highlight the continued contribution by the executive team, led by CEO John
Wood, who have worked extremely hard to integrate novel material science in
achieving the breakthroughs of this year.
Looking ahead
We have over-achieved on our technical progress and, following the successful
capital raise post year-end, are well positioned financially.
The Group raised £10.5m via an oversubscribed placing, subscription and
retail offer in November 2025, providing Gelion with the opportunity to
significantly strengthen our position in the world of battery technology
innovation. I would like to thank all new and existing shareholders who
participated in the fundraise, the Board is very grateful for the support
being extended to our business. We are now in a stronger position than ever to
realise of the full value of our technology and continue to finance our
commercialisation plans.
I am encouraged by the calibre of partners we have attracted to date, and the
continued and strong interest shown throughout the industry. I have every
confidence we will continue to be of real interest to industrial and financial
partners, as we are convinced, of the prospect of our technologies to create
real change and drive great value. Meanwhile, we will continue to take an open
and adaptable approach to problem-solving, based on the collective capability
and strength of the extended Gelion team.
The Company is already far ahead of expectations with both Li-S and Na-S
technologies and Gelion is technically in its most promising position to date.
I look ahead to the rest of 2025 and beyond with enthusiasm for what we can
achieve.
Dr Steve Mahon
Chairman
26 November 2025
CEO statement
2025 has been a transformative year for Gelion.
Our focus this year has been to:
1. Continue and advance aggressively our very deliberate path to industry
leadership in Sulfur battery technology to set a platform for its successful
commercialisation and scaling on a capital-light path by combining great
science with the maximisation of supply chain collaboration.
2. Ensure that our technology assets and the talents of our team are
focussed toward delivering commercial outcomes by direct engagement with
market leading battery companies and other industry participants.
3. Progress the development of relationships and collaboration within these
companies and others to establish Gelion into the global supply chain.
These efforts led to the multi-year collaborations with the Max Planck
Institute of Colloids and Interfaces on technology, along with the agreement
that has been put in place for sulfur battery prototyping and preparation for
pilot manufacturing testing with TDK, and the commencement of the DRIVE35
programme in partnership with QinetiQ, all of which have strengthened the
positioning of our Sulfur Battery technology and clarified the unique
proposition we are establishing.
On the technology front, the year saw important breakthroughs in the
performance of both our Li-S and Room Temperature Na-S battery technologies.
This technological and commercial progression is increasingly developing
recognition for Gelion as a leader in unlocking the significant potential of
Sulfur-based batteries. Known for having exceptional gravimetric energy (light
batteries), Sulfur battery technology has in the past been held back by
constraints in power, cycle life and operating temperature. Although we are
still in the development phase and face associated technology and execution
risks, we are confident our technology offers a clear path to overcoming these
challenges.
Our Sulfur technology not only has the potential to outperform alternative
Sulfur battery technologies but also the incumbent and emerging alternatives.
Our ambition is to deliver:
· Nickel Manganese Cobalt (NMC) level performance from a Sulfur
cathode cell (at a price comparable to Lithium Ferrous Phosphate (LFP)) that
utilizes standard electrolytes and anodes which are conventional Lithium-ion
technologies.
· LFP-like performance at a substantially lower cost with Gelion's
RT Na-S systems.
· In addition, our platform is designed to integrate with lithium
metal anodes for high-performance "Halo" applications requiring maximum energy
density and high performance.
Key performance highlights:
· Total income growth including recognition of first revenue and
continued reduction in Adjusted EBITDA losses.
· Focused R&D programs enabling efficient capital deployment
and reduced operating expenses.
· Increase in government support and non-dilutive funding, both in
the UK and Australia.
Strategic partnerships driving success
Gelion's progress reflects the success of our strategic partnership approach
to developing our proprietary technology, in particular, for this year our
collaborations with the Max Planck Institute of Colloids and Interfaces (MPI),
TDK and QinetiQ. Integrating MPI's technology into our Sulfur technology has
enabled us to create a high energy, high power, long cycle life battery that
uses light, abundant and low-cost materials as alternatives instead of
critical and expensive minerals such as nickel, cobalt and manganese currently
used in battery production. Our tests have indicated our new Sulfur-based
technology is on track to have the capability to outperform today's leading
NMC technology.
These results have been independently validated by Tier-1 manufacturers,
providing compelling third-party endorsement. The exceptional performance and
stability of our sulfur cathode material underscore our technology's potential
across a range of sectors, including electric vehicles, high end
transportation, drones and grid-scale storage systems.
Focus on maximising returns
In 2025, Gelion's primary focus was on the Sulfur technology given its
potential to deliver significant returns for our stakeholders and this
required reallocation of resources from zinc.
We advanced the capabilities of Battery Minerals, the lithium-ion recycling
business, with strong grant support. Exciting progress has been made including
the commissioning of the new London-based testing facility and recent patent
grants (in the UK, US, and Europe) for lithium extraction from black mass and
the more recent testing results confirming >80% of lithium extraction from
customer black masses.
Our new Integration Solutions business secured its first commercial order from
Group Energy Pty Ltd (part of the Borg Group) and installation was
successfully completed leading to our first commercial revenue. There is
significant scope for future expansion across further Borg Group sites and
other customers across Australia.
Our operating approach
We are committed to running a disciplined and efficient operation to maximise
shareholder value and that is clearly reflected in the improved financial
performance over the past three years. As part of this focused approach, we
have accessed non-dilutive capital such as government grants, both from the
British and Australian governments in targeted and effective ways. These
grants allow Gelion to accelerate technology development and commercialisation
without shareholder dilution, supporting vital workstreams such as material
scale up, manufacturing optimisation, safety validation, and partnerships.
The breakthroughs achieved this year involved overcoming exceptionally
challenging issues, and I must congratulate everyone involved, the Board, the
entire team at Gelion, our valued partners and of course, I thank our
shareholders for placing their trust in us.
Looking ahead
Building on this year's momentum, we remain committed to executing our growth
strategy. Our successful approach to date is based on sharing the same
cultural values as our global partners, and we will continue to build on our
existing partnerships and leverage new ones with leading battery manufacturers
to develop first commercial prototype pouch cells for validation and market
development and then to scale production to realise commercial potential.
Specifically by the end of calendar 2026 we intend to have produced Commercial
prototype pouch cells of our high performance Lithium Metal anode based Li-S
cells in all of USA, UK and Asia, advanced the materials fabrication scaling
of the materials for these cells, and, advanced the testing and validation of
our drop in Li-S and RT Na-S cells and the process realisation for the
pre-metalation processes associated with these materials. We plan also to
continue to advance our collaboration activities right across the full supply
chain from government, through technology, to cell manufacture, and
application leaders.
The future benefits of our achievements have the potential to extend far
beyond Gelion and our immediate stakeholders. We have the potential to become
an important partner to the world's leading battery manufacturers, helping to
revolutionise global supply chains. I believe that the 'democratisation' of
battery materials that we are delivering, enabled by abundant and accessible
materials, will be essential in accelerating the shift towards clean energy
across multiple market sectors.
Post period-end, we successfully raised gross proceeds of £10.5 million in an
oversubscribed capital raise round, demonstrating strong investor confidence
and support. Realising the full potential of our technology will continue to
require disciplined execution and targeted investment. With the strengthened
financial position, we are well-capitalised and confident that the combination
of our technology platform and strategic partnerships positions Gelion to
seize significant opportunities. By pursuing this path with focus and
ambition, we are not only building a business with enormous growth potential
but also contributing to the wider transformation of global energy solutions.
John Wood
CEO
26 November 2025
CFO statement
Overview
FY25 marks a breakthrough year for Gelion, setting new benchmarks in both
financial and operational performance. The business has transitioned
decisively from preparation phase to tangible delivery, resulting in our very
first commercial sale from the Integration Solutions team and increased market
recognition through the MTA with a Tier one global battery manufacturer.
Gelion's key financial metrics have continued to improve significantly since
FY23, underscoring the effectiveness of our focused strategy and rigorous cost
discipline.
Our strategic initiatives have translated into concrete progress, including:
· Revenue and margin generation from the Integration Solutions
business
· Grant income from UK and Australian governments and associated
organisations
· A step-change in commercial traction with the launch of Integration
Solutions and the Collaboration Agreement with TDK
· A substantial improvement in Adjusted EBITDA loss
These results confirm that Gelion's transformation is well underway, with
solid progress demonstrated through partnerships with leading players in the
battery industry.
Total income increased by 36.4% to £2.7 million (FY24: £2.0million),
primarily driven by:
· Revenue recognition of £0.9m from the first Integration
Solutions commercial sale; and
· partially offset by a reduction in other income reflecting lower
R&D tax incentives / credit due to both, a reduced R&D spend and a
lower proportion claimable in the UK relative to Australia.
This significant milestone of generating product revenue affirms both the
strength of the Company's technology roadmap and the effectiveness of its
commercial strategy. Adjusted EBITDA loss improved significantly too, reducing
by £0.7 million to £4.1 million (FY24: £4.8 million).
This improvement reflects a disciplined balance between continued investment
in innovation and tighter cost control with none of the Gelion team taking
cash bonuses this year or prior year. Operating losses before non-recurring
items reduced to £5.3m (2024: £6.5m), a 19.1% improvement and primarily
driven by:
· a £0.2m decrease in R&D spend, reflecting the establishment of
focused R&D programmes and lower IP-related costs following the FY24 IP
review;
· a £0.4m decrease in administrative costs achieved through lower
legal, consulting, other discretionary expenses and lower average employee
expenses due to change in team structure; and
· a £0.4m decrease in non-cash costs (share-based payments
expenses, depreciation & amortisation).
Non-recurring items of £0.8m (2024: £1.6m) comprised costs associated with
capital raising, business restructuring, and non-cash losses from the
write-off of intellectual property and disposal of tangible assets.
The combination of income growth, reduced opex and improvement in Adjusted
EBITDA loss reflects the Company's commitment to both innovation and
disciplined execution. These positive trends demonstrate Gelion's ability to
translate its strategic priorities into improved financial outcomes,
positioning the business for sustainable value creation.
Financial Performance
Statement of Financial Position and Cash Flows
As at 30 June 2025, Gelion's net assets amounts to £10.0 million (2024:
£12.0 million) with current assets of £4.4 million (2024: £5.9 million),
including cash and cash equivalents of £2.7 million (2024: £3.8 million).
The reduction in cash reflects the continued support of operational
activities. On a pro forma basis, including anticipated R&D tax incentives
and other government tax receivables, cash and cash equivalents stood at £4.1
million (2024: £5.4 million).
Non-current assets totalled £7.0 million (2024: £7.7 million), primarily
representing goodwill after adjusting for amortisation and investment in
intangible assets, mainly intellectual property. Other receivables and trade
payables have remained broadly consistent with prior year levels.
During the year, Gelion raised £4.4 million (gross) through share placings to
support the Company's development initiatives and growth strategy.
Post period end, we successfully completed a £10.5 million capital raise
(£9.9 million net), reflecting strong support from both new and existing
investors. The funds significantly strengthen our balance sheet and we are
well placed to advance our development plans.
Research and Development
We drove our innovation agenda forward, directing resources to programs with
the highest commercial readiness and strategic relevance. R&D spending was
efficiently managed to ensure maximum leverage from grant funding while
simultaneously accelerating focused development programs towards
commercialisation.
Foreign Currency Exposure
Gelion's currency risk profile remains well-controlled, supported by active
management of procurement and funding streams. As we look to broader
commercial expansion, further currency risk mitigation strategies will be
deployed as required.
Outlook
Gelion has continued to make tangible progress in FY25, achieving important
technological and commercial milestones that validate both our strategy and
the capabilities of our team. The successful completion of the recent £10.5
million capital raise has strengthened our balance sheet, providing the
resources to pursue the opportunities ahead. A disciplined approach to
resource allocation, combined with strengthened financial position, will be
key as we move into FY26 and beyond.
The accelerating energy transition and evolving global market dynamics present
attractive opportunities for innovative companies such as Gelion. Our
differentiated technology, strong partnerships, and ongoing commercial
engagement position us to capture these opportunities selectively and
responsibly. We will continue to balance investment in innovation and market
penetration with prudent financial management to ensure long-term value
creation.
As we enter FY26, we do so with focus and determination, acknowledging both
the potential and the challenges ahead. I would like to thank our
shareholders, partners, and employees for their continued support as we work
together to advance Gelion's strategy and deliver sustainable value.
Amit Gupta
CFO
26 November 2025
Consolidated Statement of Comprehensive Income
Year ended 30 June
Notes 2025 2024
£'000 £'000
Revenue from contracts with customers 4 912 -
Other income 5 1,799 1,988
Total income 2,711 1,988
Research and development expenses (3,262) (3,486)
Administrative expenses (2,873) (3,322)
Direct costs (671) -
Share-based payments expense (574) (986)
Depreciation and amortisation (593) (700)
Operating loss before non-recurring items 6 (5,262) (6,506)
Non-recurring items: 7
Loss on write-off of IP intangibles and disposal of property, plant and (346) (1,236)
equipment
Capital raising and acquisition related costs (301) (363)
Business restructure and other costs (114) -
Total non-recurring items (761) (1,599)
Operating loss (6,023) (8,105)
Finance costs (27) (3)
Finance income 47 149
Loss on ordinary activities before taxation (6,003) (7,959)
Tax income 9 19 11
Loss on ordinary activities after taxation (5,984) (7,948)
Total loss for the year attributable to equity holders of the parent
Other comprehensive income:
Items that may be reclassified to profit or loss
- Exchange losses arising on translation of foreign operations 10 (556) (27)
Total comprehensive loss for the year attributable to equity holders of the (6,540) (7,975)
parent
Loss per share (basic and diluted) attributable to the equity holders (pence) 12 (4.1) (6.4)
The above results relate entirely to continuing activities.
Result for year ending 30 June 2024 include the results of OXLiD Ltd from the
date of acquisition, more details in note 13. The accompanying notes form part
of this financial information.
Consolidated Balance Sheet
As at 30 June
Notes 2025 2024
£'000 £'000
Assets
Non-current assets
Intangible assets 14 6,104 6,614
Property, plant and equipment 16 874 1,069
Current assets
Cash and cash equivalents 18 2,661 3,792
Other receivables 19 1,719 2,118
Total Assets 11,358 13,593
Liabilities
Current liabilities
Trade and other payables 17, 20 1,014 1,250
Non-current liabilities
Trade and other payables 17, 20 72 55
Deferred tax liabilities 21 301 320
Total liabilities 1,387 1,625
Net assets 9,971 11,968
Equity
Issued capital 22 177 136
Share premium account 22 28,415 24,487
Other non-distributable reserves 22 8,895 8,877
Capital reduction reserve 22 11,194 11,194
Accumulated losses (38,710) (32,726)
Total equity 9,971 11,968
The financial statements of Gelion Plc, company registration number 09796512,
were approved by the Directors and authorised for issue on 26 November 2025.
The accompanying notes form part of this financial information.
Consolidated Statement of Cash Flows
Year ended 30 June
Notes 2025 2024
£'000 £'000
Cash flow from operating activities
Loss for the year before tax and exchange losses (6,003) (7,959)
Adjustments for:
Depreciation & amortisation 593 700
Net finance income (20) (146)
Loss on disposal of property, plant and equipment and write-off of IP 346 1,236
intangibles
Share-based payments expense 574 986
Changes in operating assets/liabilities
Decrease in receivables 239 107
Decrease in prepayments 9 35
(Decrease)/Increase in payables (193) 508
Net cash used in operating activities (4,455) (4,533)
Cash flows from investing activities
Purchase of intangible assets (318) (838)
Sale of property, plant and equipment 2 -
Purchase of tangible property, plant and equipment (165) (589)
Acquisition of subsidiary, net of cash acquired - (1,226)
Other investment - escrow account - (133)
Interest received 46 153
Net cash used in investing activities (435) (2,633)
Cash flows from financing activities
Proceeds f rom issue of shares 4,420 4,100
Transaction costs of issue of shares (451) (348)
Repayment of leasing liabilities (16) (47)
Net cash used in financing activities 3,953 3,705
Net decrease in cash held (937) (3,461)
Cash and cash equivalents at beginning of financial year 3,792 7,268
Effect of exchange rate changes (194) (15)
Cash and cash equivalents at end of financial year 18 2,661 3,792
The accompanying notes form part of this financial information.
Consolidated Statement of Changes in Equity
Accu-mulated losses Capital reduction reserve Other non-distributable reserves
Share capital Share premium £'000 £'000 £'000 Total
£'000 £'000 £'000
Balance at 1 July 2023 108 20,752 (24,778) 11,194 5,328 12,604
Loss on ordinary - - (7,948) - - (7,948)
activities after taxation
Other comprehensive income - - - - (27) (27)
Total comprehensive loss for the year - - (7,948) - (27) (7,975)
Contributions by and distributions to owners:
Merger relief reserve (fair value of shares issued on acquisition) 11 - - - 2,590 2,601
Share-based payment charge - - - - 986 986
Shares issued during the period 17 4,083 - - - 4,100
Costs of shares issued - (348) - - - (348)
Total contributions by and distributions to owners: 28 3,735 - - 3,576 7,339
Balance at 30 June 2024 136 24,487 (32,726) 11,194 8,877 11,968
Balance at 1 July 2024 136 24,487 (32,726) 11,194 8,877 11,968
Loss on ordinary activities after taxation - - (5,984) - - (5,984)
Other comprehensive income - - - - (556) (556)
Total comprehensive loss for the year - - (5,984) - (556) (6,540)
Contributions by and distributions to owners:
Share-based payment charge - - - - 574 574
Shares issued during the period 41 4,379 - - - 4,420
Costs of shares issued - (451) - - - (451)
Total contributions by and distributions to owners: 41 3,928 - - 574 4,543
Balance at 30 June 2025 177 28,415 (38,710) 11,194 8,895 9,971
The accompanying notes form part of this 2025 financial information.
Notes to the Consolidated Financial Statements
1. General Information
Gelion Plc ('Gelion' or the 'Company') is a 100% owner of:
• Gelion Technologies Pty Ltd, an Australian subsidiary that
conducts research and development in respect of an innovative battery system
and associated industrial design and manufacturing; and
• OXLiD Ltd, a UK subsidiary which is involved in the research and
development of lithium-sulphur battery technology; and
• Battery Minerals Ltd, a UK subsidiary which is involved in the
recycling of lithium-ion battery technology.
Gelion is a public limited company, limited by shares, incorporated and
domiciled in England and Wales. The Company was incorporated on 26 September
2015. The registered office of the Company is at c/o Armstrong, Level 4 LDN:W,
3 Noble Street London EC2V 7EE. The registered company number is 09796512.
Gelion Plc was incorporated as Gelion UK Ltd. On 12 November 2021, the Company
was re-registered as a public limited company under the Companies Act and its
name was changed to Gelion Plc.
The Board, Directors and management referred to in this document refers to the
Board, Directors and management of Gelion.
2. Accounting Policies
2.1 Basis of preparation
The principal accounting policies applied in the preparation of the Group
financial statements are set out below. These policies have been consistently
applied to the period presented, unless otherwise stated.
These financial statements have been prepared in accordance with UK-adopted
International Accounting Standards and International Accounting Standards as
issued by the International Accounting Standards Board (IASB) and
Interpretations.
The preparation of financial statements in compliance with UK-adopted
International Accounting Standards requires the use of certain critical
accounting estimates. It also requires Group management to exercise judgement
in applying the Group's accounting policies. The areas where significant
judgements and estimates have been made in preparing the financial statements
and their effect are disclosed in note 2.21.
These financial statements are presented in Great British Pounds (GBP) unless
otherwise stated, which is the Company's presentational currency and the
parent company's functional currency. Amounts are rounded to the nearest
thousand, unless otherwise stated. The functional currency of the subsidiaries
are both Great British Pounds (GBP) and Australian Dollars (AUD). Some
numerical figures included in this Annual Report have been subject to rounding
adjustments. The policies adopted for translation of the subsidiary's assets,
liabilities, income and expenses are set out in note 2.17.
2.2 Basis of Consolidation
The consolidated financial statements consolidate the financial statements of
Gelion Plc and of its subsidiary undertakings drawn up to each reporting date.
Where the Company has control over an investee, it is classified as a
subsidiary. The Company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of the elements of control.
Profit or loss and each component of other comprehensive income are attributed
to the equity holders of the parent of the Group. When necessary, adjustments
are made to the financial statements of subsidiaries to bring their accounting
policies in line with the Group's accounting policies. All intra-group assets
and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on
consolidation.
The following were subsidiary undertakings of the Group:
Name Registered Class of shares Holding
office
Gelion Technologies Pty Limited Australia Ordinary A 100%
OXLiD Ltd UK Ordinary A 100%
Battery Minerals Ltd UK Ordinary A 100%
The shareholdings are held directly.
The registered office of Gelion Technologies Pty Limited is Level 16, 101
Miller Street, North Sydney, NSW 2060.
The registered office of OXLiD Ltd and Battery Minerals Ltd is c/o Armstrong,
Level 4 LDN:W, 3 Noble Street London EC2V 7EE.
2.3 Going concern
The financial statements have been prepared on a going concern basis which
assumes that the Group will have sufficient funds available to enable it to
continue to trade for the foreseeable future being a period of at least 12
months from the date of approval of these financial statements. In making
their assessment that this assumption is correct, the Directors have
undertaken an in-depth review of the business, its current prospects, and cash
resources as set out below, which requires significant judgment.
The Company is a holding entity and as such its going concern is dependent on
the Group. Therefore the going concern assessment for the Company was
performed as part of the Group's assessment.
The Group meets its normal working capital requirements through existing cash
resources which, at 30 June 2025, comprised £2.7 million in cash at bank.
Furthermore, £1.3 million in receivables from the R&D tax incentive and
RDEC refunds, and £0.1m in other tax receivables from the Australian and the
UK tax authorities were received subsequent to 30 June 2025. The Group's pro
forma cash position at 30 June 2025 therefore equals £4.1 million. In
addition, the Group recently completed a gross capital raise of £10.5
million, of which it received net proceeds of £9.9 million in November 2025
after related expenses.
In determining the going concern status of the business, the Directors have
reviewed the Group's cash flow forecast for the period to 31 December 2026
("the going concern period"), including a reasonably possible downside
sensitivity of a 10% increase in non-controllable operating costs (excluding
payroll).
At the end of the going concern period, the Group is forecast to retain a
reasonable proportion of the funds raised in the recent capital raise. As a
worst-case scenario, if no further cash receipts were received through R&D
tax incentives, RDEC refunds, and grant income between the date of approval of
these financial statements and 31 December 2026 with no mitigating actions
being taken, the Group would still retain a positive cash balance at the end
of the going concern period.
After due consideration of the forecast and current cash resources including
the capital raise approved on 5 November 2025, the Directors confirm that they
are satisfied that the Group and Company will be able to continue to operate
and meet its liabilities as they fall due over the going concern period to 31
December 2026. Accordingly, the Board has concluded that the going concern
basis of preparation of the Group and Company Financial Statements is
appropriate and that there are no material uncertainties that would cast doubt
on that basis of preparation.
2.4 Revenue
Under IFRS 15, an entity recognises revenue when a performance obligation is
satisfied, i.e. when control of the goods or services underlying the
particular performance obligation is transferred to the customer. Revenue is
measured at the fair value of the consideration received or receivable.
The BESS (Battery Energy Storage System) contracts are fixed-price and are
treated as a single performance obligation, as the components and related
services are highly interdependent and do not have standalone value to the
customer. Revenue is recognised at a point in time, which occurs when control
of the completed system transfers to the customer, typically upon delivery,
customer acceptance, and/or installation.
Judgement is required in assessing the point at which control transfers,
including consideration of contractual acceptance provisions and the
customer's ability to direct the use of, and obtain the benefits from the
system.
Amounts invoiced are recorded as trade receivables when the right to payment
is unconditional. Where revenue recognised at the year end date is more than
amounts invoiced, the Group recognises accrued income for the difference.
Prior to the point of revenue recognition, costs incurred are recorded as
work-in-progress within inventory. Advance payments from customers are
recognised as contract liabilities and are released to revenue when the
performance obligation is satisfied.
2.5 Other Income
Other Income Includes:
• Government grants: Grants that compensate the Group for expenses
incurred are recognised in the income statement on a systematic basis in the
same periods in which the expenses are recognised under IAS 20 'Accounting for
Government Grants and Disclosures'. Submissions are made for pre-arranged time
periods with timing differences recognised within accrued or deferred income.
• R&D tax Incentives (Australia): primarily relate to research
and development incentives. This represents a refundable tax offset that is
available on eligible R&D expenditure incurred by the Group. These are not
recognised until there is reasonable assurance that the Group will comply with
the conditions attaching to them and that the incentives will be received.
Government grants that are receivable as compensation for expenses or losses
already incurred or for the purpose of giving immediate financial support to
the Group with no future related costs are recognised in profit or loss in the
period in which they become receivable.
• R&D tax credits (UK): The Group claims R&D Expenditure
Credit ('RDEC') on the costs it incurs in its research and development
projects. RDEC is considered taxable income and therefore the Group records
the RDEC under Other income in the statement of comprehensive income, and the
associated tax charge levied against this income is recorded in the taxation
line. The income is recognised on the performance model under IAS 20
'Accounting for Government Grants and Disclosures'.
2.6 Taxation
The income tax expense or benefit for the period is the tax payable on the
current periods taxable income based on the national income tax rate for each
jurisdiction, adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and adjustments
recognised for prior periods where applicable.
Deferred tax assets relating to temporary differences and unused tax losses
are recognised only to the extent that it is probable that future taxable
profit will be available against which the benefits of the deferred tax asset
can be utilised. Deferred tax assets and liabilities are offset when there is
a legally enforceable right to offset current tax assets and liabilities and
when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a
legally enforceable right to offset and intends either to settle on a net
basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent
that it relates to items recognised in other comprehensive income or directly
in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.
2.7 Earnings/loss per share
Basic earnings/loss per share
Basic earnings/loss per share Is calculated by dividing:
• the profit or loss attributable to owners of Gelion Plc,
excluding any costs of servicing equity other than Ordinary Shares; by
• the weighted average number of Ordinary Shares outstanding
during the financial year, adjusted for bonus elements in Ordinary Shares
issued during the financial year.
Diluted earnings/loss per share
Diluted earnings/loss per share adjusts the figures used in the determination
of basic earnings/loss per share to take into account:
• the after-income tax effect of interest and other financing
costs associated with dilutive potential Ordinary Shares; and
• the weighted average number of shares assumed to have been
issued for no consideration in relation to dilutive potential Ordinary Shares.
2.8 Cash and cash equivalents
For the purpose of presentation in the Statement of Cash Flows, cash and cash
equivalents includes cash on hand, deposits held at call with financial
institutions, other short-term highly liquid investments with original
maturities of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in
value, and bank overdrafts. Term deposits that are held for a period of less
than three months form a part of cash and cash equivalents.
2.9 Property, plant and equipment
Plant and equipment are stated at historical cost less accumulated
depreciation and impairment. Historical cost includes expenditure that is
directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost
of each item of property, plant and equipment (excluding land) over their
expected useful lives as follows:
Plant and equipment 3-7
years
Office furniture and equipment 3 years
Leasehold improvements are depreciated over the unexpired period of the lease
or the estimated useful life of the assets, whichever is shorter.
The residual values, useful lives and depreciation methods are reviewed, and
adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when
there is no future economic benefit to the Group. Gains and losses between the
carrying amount and the disposal proceeds are taken to profit or loss.
2.10 Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The
right-of-use asset is measured at cost, which comprises the initial amount of
the lease liability, adjusted for, as applicable, any lease payments made at
or before the commencement date net of any lease incentives received, any
initial direct costs incurred, and, except where included in the cost of
inventories, an estimate of costs expected to be incurred for dismantling and
removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the
unexpired period of the lease or the estimated useful life of the asset,
whichever is the shorter. Where the Group expects to obtain ownership of the
leased asset at the end of the lease term, the depreciation is calculated over
its estimated useful life. Right-of-use assets are subject to impairment or
adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding
lease liability for short-term leases with terms of 12 months or less. Lease
payments on these assets are expensed to profit or loss as incurred.
2.11 Intangible assets
Research and development
Research and development expenditure is recognised as an expense as incurred.
No research and development costs have been capitalised to date given the
stage of the business.
Development expenditure is recognised as an expense except those costs
incurred on development projects can be capitalised as intangible assets to
the extent that such expenditure is expected to generate future economic
benefits.
Patents and trademarks
Separately acquired trademarks and patents are recognised at historical cost.
Patents have a finite life and are subsequently carried at cost less
accumulated amortisation.
Separately acquired trademarks are shown at historical cost. They are
considered to have infinite lives and are assessed for impairment at each year
end. The Group amortises intangible assets with a limited useful life using
the straight-line method over their expected useful lives as follows:
Patents 1-20 years
Disposal of intangible assets
When an intangible asset, such as a patent, is disposed of or no longer
expected to generate future economic benefits, it is derecognized from the
financial statements.
The profit or loss on disposal is determined as the difference between the
carrying amount of the asset at the time of disposal and the proceeds from its
disposal.
The Group may dispose of intangible assets through various methods, including
but not limited to sale, abandonment, or expiration of the asset's legal
rights. The method of disposal is chosen based on the circumstances at the
time of disposal. Any gain or loss on the disposal of an intangible asset is
recognized in the statement of profit or loss in the period in which the
disposal occurs.
2.12 Impairment of non-financial assets
Goodwill and intangible assets with indefinite useful economic lives are
tested for impairment annually at the financial year-end. Other non-financial
assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the asset's carrying amount exceeds its
recoverable amount.
2.13 Trade and other payables
These amounts represent liabilities for goods and services provided to the
Group prior to the end of the financial year and which are unpaid. Due to
their short-term nature, they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of
recognition.
2.14 Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement
categories:
• those to be measured at amortised cost.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
The Group classifies financial assets as at amortised cost only if both of the
following criteria are met:
• the asset is held within a business model whose objective is to
collect contractual cash flows; and
• the contractual terms give rise to cash flows that are solely
payment of principal and interest.
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Group commits to purchase or sell the asset). Financial
assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
d) Tax receivables
Management has assessed that tax receivables arising from a refundable tax
offset from Australian Taxation Office, for eligible R&D expenditure, are
recognised at the value claimed. These receivables are expected to be
collected in a short-term period and the Directors have assessed that the
receivables are not impaired. This is based on Australian government credit
rating (AAA) and successful historical collection of tax receivables.
2.15 Share-based payments
The Group provides benefits to its employees in the form of share-based
payments, whereby employees render services in exchange for shares or rights
over shares (equity-settled transactions) in the parent entity.
The cost of these equity-settled transactions with employees is measured by
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined using a Black- Scholes model.
The cost of these equity-settled transactions is recognised as an expense,
with a corresponding increase in equity, over the period in which the service
conditions are fulfilled (the vesting period), ending on the date on which the
relevant employees become fully entitled to the award (the vesting date).
At each subsequent reporting date until vesting, the cumulative charge to
profit and loss is the product of:
• the grant date fair value of the award;
• the current best estimate of the number of awards that will
vest;
• the expired portion of the vesting period; and
• the removal of any fair value attributable to share options that
have contractually lapsed or expired.
The charge to profit and loss for the period is the cumulative amount as
calculated above less the amounts already charged in previous periods. There
is a corresponding entry to the share-based payment reserve in equity.
If a share-based payment arrangement is modified, the minimum expense
recognised over the vesting period is the original fair value. If the
modification increases fair value, the additional fair value is recognised
over the remaining vesting period.
2.16 Non-Recurring Items
The Group considers certain unusual or infrequent items that either because of
their size or their nature, or relevance to the business as are non-recurring
and disclose separately to report the underlying performance of the business.
For an item to be considered as a separate item, it must initially meet at
least one of the following criteria:
• It is a significant item, which may cross more than one
accounting period.
• It has been directly incurred as a result of either an
acquisition / divestment or funding related or arises from a major business
change.
• It is unusual in nature, e.g. outside the normal course of
business.
If an item meets at least one of the criteria, the Board, through the Audit
and Risk Committee, then exercises judgement as to whether the item should be
classified as an allowable adjustment to IFRS performance measures and
disclosed separately.
2.17 Foreign currency translation
The functional currency of each company in the Group is that of the primary
economic environment in which the entity operates. Monetary assets and
liabilities denominated in foreign currencies are translated into GBP at the
rates of exchange ruling at the period end. Transactions in foreign currencies
are recorded at the rate ruling at the date of the transaction.
All differences are taken to the Statement of Comprehensive Income. On
consolidation, the assets and liabilities of the Group entities that have a
functional currency different to the presentational currency are translated
into GBP at the closing rate at the date of the Statement of Financial
Position. Income and expenses for each statement of profit or loss are
translated at average exchange rates for the period. Exchange differences are
recognised in other comprehensive income and accumulated in a foreign exchange
translation reserve.
2.18 Contributed equity
Ordinary Shares are classified as equity. Incremental costs directly
attributable to the issue of new shares are deducted from the share premium
account.
Retained losses includes all current and prior period results.
2.19 Business combinations
The acquisition method of accounting is used to account for business
combinations regardless of whether equity instruments or other assets are
acquired.
The consideration transferred is the sum of the acquisition-date fair values
of the assets transferred, equity instruments issued or liabilities incurred
by the acquirer to former owners of the acquiree and the amount of any
non-controlling interest in the acquiree. For each business combination, the
non-controlling interest in the acquiree is measured at either fair value or
at the proportionate share of the acquiree's identifiable net assets. All
acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets
acquired and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic conditions, the
Group's operating or accounting policies and other pertinent conditions in
existence at the acquisition-date.
Contingent consideration to be transferred by the acquirer is recognised at
the acquisition-date fair value. Subsequent changes in the fair value of the
contingent consideration classified as a liability is recognised in profit or
loss. Contingent consideration classified as equity is not remeasured and its
subsequent settlement is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired,
liabilities assumed and any non-controlling interest in the acquiree and the
fair value of the consideration transferred and the fair value of any
pre-existing investment in the acquiree is recognised as goodwill. If the
consideration transferred and the pre-existing fair value is less than the
fair value of the identifiable net assets acquired, being a bargain purchase
to the acquirer, the difference is recognised as a gain directly in profit or
loss by the acquirer on the acquisition-date, but only after a reassessment of
the identification and measurement of the net assets acquired, the
non-controlling interest in the acquiree, if any, the consideration
transferred and the acquirer's previously held equity interest in the
acquirer.
Business combinations are initially accounted for on a provisional basis. The
acquirer retrospectively adjusts the provisional amounts recognised and also
recognises additional assets or liabilities during the measurement period,
based on new information obtained about the facts and circumstances that
existed at the acquisition-date. The measurement period ends on either the
earlier of (i) 12 months from the date of the acquisition or (ii) when the
acquirer receives all the information possible to determine fair value.
2.20 Input taxes
Revenues, expenses and assets are recognised net of the amount of associated
goods and services tax (GST) in Australia or value added tax (VAT) in the UK,
unless the sales tax incurred is not recoverable from the taxation authority.
In this case it is recognised as part of the cost of acquisition of the asset
or as part of the expense.
Receivables and payables are stated inclusive of the amount of sales tax
receivable or payable. The net amount of sales tax recoverable from, or
payable to, the taxation authority is included with other receivables or
payables in the balance sheet.
Cash flows are presented on a net basis. The sales tax components of cash
flows arising from investing or financing activities which are recoverable
from, or payable to the taxation authority, are presented as operating cash
flows.
2.21 Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial information requires the use of accounting
estimates which, by definition, will seldom equal the actual results.
Management also needs to exercise judgement in the process of applying the
Group's accounting policies. The areas involving a high degree of judgement or
complexity, or areas of assumptions and estimates are:
Critical accounting judgements
Revenue recognition
The Group treats each fixed-price BESS contract as a single performance
obligation satisfied at a point in time. Revenue is measured when the
performance obligation is satisfied and control is transferred to the
customer. Management judgement is required to assess the point at which
control transfers, taking into account contractual terms and the customer's
ability to use and obtain benefits from the system.
Australian R&D tax incentives
From 1 July 2011, the Australian Taxation Office has provided a tax incentive,
in the form of a refundable tax offset of 43.5%, for eligible research and
development expenditure.
Management has assessed its research and development activities and
expenditure and applied judgement in determining which expenses are likely to
be eligible under the scheme. For the period ended 30 June 2025 the Group has
recorded other income of £1,209,000 (2024: £1,548,000) based on expected tax
refunds to be received from the government (recognised under Other
receivables).
UK R&D Tax reliefs: R&D expenditure credit (RDEC) Scheme
OXLiD and Battery Minerals are both eligible to claim Research and Development
Expenditure Credit (RDEC) under the SMEs program. For the period ending 30
June 2025, Management has assessed eligible R&D expenses and has
recognised £102,000 (2024: £57,000) in other income from expected tax
refunds (recognised under Other receivables).
Recognition of a deferred tax asset
The Group has incurred tax losses in both Australia and the UK in each of the
periods reported in these financial statements. No deferred tax asset has been
recognised in respect of these losses, as the Directors believe that there is
not sufficient certainty over future profits that would utilise them.
Key sources of estimation uncertainty
Business combination
Determining the acquisition date fair values of the identifiable assets
acquired and liabilities assumed involves considerable estimation. The
necessary measurements are based on information available on the acquisition
date and are based on expectations as well as assumptions that have been
deemed reasonable by management.
Estimation of useful lives of property, plant and equipment and Intangible
assets
The Group determines the estimated useful lives and related depreciation and
amortisation charges for its property, plant and equipment and finite life of
intangible assets. The useful lives could change significantly as a result of
technical innovations or some other event. The depreciation and amortisation
charge will increase where the useful lives are less than previously estimated
lives, or technically obsolete or non-strategic assets that have been
abandoned or sold will be written off or written down.
Management believes, during the research and development phase, the key
assumption for amortisation of patents is the useful life which is determined
by the life of the patent (usually 15-20 years). The Directors do not believe
that a future change in the useful life of patents is probable in the
foreseeable future.
The key assumption for trademarks is they have an infinite life as they do not
have an expiration date.
Impairment of goodwill, patents and trademarks
The Group performs an annual impairment test for goodwill acquired through
business combinations, comparing its carrying amount to its recoverable amount
at the reporting date. The recoverable amount of goodwill is determined for
the Group as a whole based on its FVLCTS (Fair Value Less Cost of Disposal)
method. Fair value is estimated with reference to the Group's market
capitalisation at the reporting date. Management considers this approach to
provide the most reliable indication of fair value given the Group's listed
status on AIM. Any impairment loss is recognised immediately in the income
statement and is not subsequently reversed. Further details are provided in
Note 15.
The Group assesses impairment of patents and trademarks at each reporting date
by evaluating conditions specific to the Group and to the particular asset
that may lead to impairment. If an impairment trigger is identified, the
recoverable amount of the asset is determined. To date, impairment has been
recognized on capitalised patent for patent applications that have either
lapsed, been rejected or written off. In these instances, the Group fully
impairs the carrying amount of patent at that date.
Derecognition of Intangible assets (patents and trademarks)
An intangible asset is derecognised on disposal, or when no future economic
benefits are expected from use or disposal. Gains or losses arising from
derecognition of an intangible asset, measured as the difference between the
net disposal proceeds and the carrying amount of the asset, are recognised in
profit or loss when the asset is derecognised.
Recognition of equity-settled share-based payments
The cost of equity-settled share-based payment transactions with employees is
measured by reference to the fair value of the equity instruments at the date
at which they are granted. The fair value is determined using a Black-Scholes
model. The Group had adopted the graded vesting approach, whereby a larger
proportion of the total expense is recognised in earlier vesting periods which
then decreases in the subsequent years. Please refer to note 23 for the key
assumptions and inputs used in the model to determine the fair values at each
measurement date.
2.22 Standards, amendments and interpretations to existing standards that are
effective for the first time in the financial year
During the year ended 30 June 2025, Gelion has adopted the following new IFRSs
(including amendments thereto) and IFRIC interpretations that became effective
for the first time.
Standard Effective date, annual period beginning on or after
Lack of exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign 1 January 2025
Exchange Rates)
Their adoption has not had any material impact on the disclosures or amounts
reported in the financial information.
Standards issued but not yet effective:
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early.
Effective date, annual period beginning on or after
Standard
Amendments to the Classification and Measurement of Financial Instruments
(Amendments to IFRS 9 Financial Instruments)
1 January 2026
Contracts Referencing Nature-dependent
Electricity (Amendments to IFRS 9 and IFRS 7) 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
All of the above standards issued but not yet effective have not been endorsed
by the UK Endorsement Board as of the reporting date.
The Directors are evaluating the impact that these standards will have on the
financial information of Gelion.
3. Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been
identified as the Board as a whole.
On October 16, 2024, Gelion announced the launch of its Energy Storage
Integration Solutions (Integration Solutions) business, which provides Battery
Energy Storage Systems using third party cells.
While the financial statements present information by activity type -
Integration Solutions and Battery Technology Development - the Group operates
as a single operating segment ("Operating Business") for the purposes of
internal reporting and resource allocation. The presentation of these
categories and the geographical split is provided for informational purposes
only and does not represent separate reportable operating segments under IFRS
8.
Integration Solutions Battery Technology Total
2025 £'000 Development £'000
£'000
Revenue / Other income 912 1,799 2,711
Direct costs / R&D expenses (671) (3,262) (3,933)
Segment profit / (loss) 241 (1,463) (1,222)
As at 30 June 2025 As at 30 June 2024
UK Australia £'000 UK Australia £'000
Non-current assets
Goodwill 2,804 - 2,804 2,804 - 2,804
Intangible assets 1,198 2,102 3,300 1,284 2,526 3,810
Property, plant and equipment 171 703 874 101 968 1,069
Total income
Revenue f rom contracts with customers - 912 912 - - -
Other income 590 1,209 1,799 440 1,548 1,988
Depreciation and amortisation (129) (464) (593) (69) (631) (700)
Finance income (interest) 8 39 47 91 58 149
Operating loss (1,933) (4,090) (6,023) (1,359) (6,746) (8,105)
4. Revenue from contracts with customers
Year ended 30 June
2025 2024
£'000 £'000
Revenue f rom contracts with customers 912 -
Total Revenue from contracts with customers 912 -
In FY2025, the Group recognised revenue of £912k from the installation of two
2MWh BESS for Group Energy Pty Ltd (a Borg Group company). The remaining
contract value will be recognised in FY2026 upon completion of final
commissioning activities.
5. Other income
Year ended 30 June
2025 2024
£'000 £'000
R&D tax concessions 1,311 1,605
Grant income 488 383
Total other income 1,799 1,988
The subsidiaries incur R&D expenditure which qualifies for relief under a
tax incentive scheme provided by the Australian Taxation Office, as well as
the R&D expenditure credit (RDEC) Scheme by HMRC. Management estimates the
expenditure each year relevant to approved R&D activities in respect of
which a claim can be made at each reporting date. The accounting policy in
respect of recognition of this income is detailed in note 2.5 and the key
accounting judgements applied are detailed in note 2.21.
For OXLiD Ltd and Battery Minerals Ltd, the subsidiaries recognise grant
income which relates to approved grant funding through the Faraday Battery
Challenge (FBC) and the Advanced Propulsion Centre (APC) programs. The grant
funding is recognised on an accrual basis and are claimed either on a monthly
or a quarterly basis with the funds received in the month after the claim
submission.
6. Operating Loss before Non-Recurring Items
Operating loss is stated after the following specific income and expenses:
Year ended 30 June
Notes 2025 2024
£'000 £'000
Revenue f rom contracts with customers 4 912 -
Direct costs (671) -
R&D tax concessions 5 1,311 1,605
Grant income 5 488 383
Depreciation and amortisation 14, 16 (593) (700)
Employee benefits 11 (4,269) (4,842)
R&D expenses (928) (1,161)
Out of which:
External R&D services (500) (813)
R&D materials, consumables & other (428) (348)
Administration and other expenses (1,512) (1,791)
Total operating loss before non-recurring items (5,262) (6,506)
7. Non-Recurring Items
Year ended 30 June
2025 2024
£'000 £'000
Acquisition related costs 211 225
Capital raising costs 90 138
Loss on disposal of Property, Plant and Equipment 47 112
Loss on write-off of IP intangibles 299 1,124
Business restructure 88 -
Other 26 -
Total non-recurring items 761 1,599
Non-recurring costs in FY25 include write-off of IP intangibles, deferred
consideration in relation to the OXLiD Ltd acquisition which occurred in the
prior year, capital raise costs and one-off costs relating to organisational
restructure. These have been separately disclosed to assist the user of the
financial information to understand and compare the underlying results of the
Company.
Non-recurring costs in FY24 include costs incurred in relation to capital
raise, OXLiD Ltd acquisition costs, loss on disposal of Property, Plant and
Equipment and write-off of IP intangibles.
8. Auditors' Remuneration
Year ended 30 June
2025 2024
£'000 £'000
Fees payable to the Company's auditors for the statutory audit of the 104 119
Company's annual financial statements
Fees payable to the Company's auditors and its associates for the audits of 43 37
the Company's subsidiaries
Non-audit services
Taxation and other services 2 1
Total auditors' remuneration 149 157
9. Taxation
Year ended 30 June
2025 2024
£'000 £'000
The taxation income for the year is made up as follows:
Corporation taxation on the results for the year (19) (11)
Taxation income for the year (19) (11)
Numerical reconciliation of income tax expense to accounting loss:
Loss for the year before income tax (6,003) (7,959)
Prima facie tax benefit on loss f rom ordinary activities before income tax at (1,501) (1,990)
25% (2024: 25%)
Add/(less) tax effect of:
Non-deductible expenditure 880 1,253
R&D tax offsets (302) (401)
Tax losses incurred but not recognised 904 1,127
Total taxation income (19) (11)
Non-deductible expenses include share-based payments and expenditure subject
to R&D tax incentive.
Estimated tax losses of £15,156,000 (2024: £12,009,000) are available for
relief against future profits. No deferred tax asset has been provided for in
the accounts based on the estimated tax losses. The estimated tax losses per
jurisdiction is as follows and do not have an expiry date in each of these
jurisdictions:
Year ended 30 June
2025 2024
£'000 £'000
Estimated tax losses arising in the UK 3,934 2,576
Estimated tax losses arising in Australia 11,222 9,433
Total tax losses available to carry forward 15,156 12,009
The standard rate of corporation tax in Australia, where the subsidiary is
based, is 25% (2024: 25%).
As per note 2.6, deferred tax assets have not been recognised on the basis the
Company is not forecasted to make a profit for the foreseeable future.
10. Exchange Gains and Losses Arising on Translation of Foreign Operations
Gelion Technologies Pty Limited, a battery technology development business
incorporated in Australia, was merged into Gelion UK Limited in 2016 so as to
maximise operational synergies and generate further cost savings.
A gain or loss through other comprehensive income arises on translation of the
subsidiary's assets and liabilities from Australian Dollars to GBP as part of
the consolidation process at year end.
11. Employee Benefit Expenses
Employee benefit expenses (including Directors) comprise:
Year ended 30 June
2025 2024
£'000 £'000
Salaries and wages including taxes 3,419 3,573
Defined contribution pension cost 276 283
Share-based payment expense 574 986
Total employee benefits expense (note 6) 4,269 4,842
Average employee numbers
2025 (#) 2024 (#)
R&D 24 24
Systems & Engineering 6 10
Administration 16 16
Average number of employees 46 50
Employee headcount at period end 42 50
Decrease in the average number of employees from FY24 to FY25 is primarily due
to the business restructure and attrition of certain employees during FY25.
Key management personnel
Directors and key management personnel compensation
The total remuneration paid (including bonus accruals) to the Directors and
key management personnel of the Group during the year are as follows:
Year ended 30 June
2025 2024
£'000 £'000
Salaries and wages including taxes 684 756
Defined contribution pension cost 45 44
Share-based payment expense 233 773
Total key management personnel costs 962 1,573
The Directors and senior management represent key management personnel.
Further details of Directors' remunerations are given in the Directors'
Remuneration Report. The highest paid Director during the year received total
remuneration of £201,268 (2024: £219,803). No share options were exercised
by Directors during the financial year ended 30 June 2025.
12. Loss Per Share
Year ended 30 June
2025 2024
Loss after tax £5,984,000 £7,948,000
Weighted average number of shares (number) 146,797,706 124,870,447
Loss per share (pence) 4.1p 6.4p
The calculation of the loss per share is based on the loss for the financial
period after taxation of £5,984,000 (2024: £7,948,000) and on the weighted
average of 146,797,706 (2024: 124,870,447) Ordinary Shares in issue during the
period.
In FY25, the parent company issued 40,841,180 shares, majority of which
relates:
• 12,431,171 ordinary shares issued at a price of 15 pence per
share
• 28,381,093 ordinary shares issued at a price of 9 pence per
share
• 28,916 shares issued in lieu of options exercised.
This increase in the number of Ordinary Shares has resulted in the weighted
average number of shares in the year to June 2025 to increase to 146,797,706
(2024: 124,870,447).
There were 14,468,083 share options outstanding at 30 June 2025 (2024:
11,139,221). The impact of these options would be to reduce the diluted loss
per share and therefore they are antidilutive. Hence, the diluted loss per
share reported for the periods under review is the same as the loss per share.
13. Business combinations
On 29th November 2023, the Company completed the acquisition of 100% of
ordinary shares of OXLiD Ltd. OXLiD Ltd is a UK-based lithium-sulfur battery
technology company. The Company believes that the acquisition will enhance
Gelion's presence in the UK which will act as a further catalyst to establish
the foundations for strategic partnerships with major supply chain and
industry participants (upstream and downstream), providing a commercially
attractive route to market for Gelion's technology.
The following table summarises the fair value of assets acquired, and
liabilities assumed at the acquisition date:
Fair values
£'000
Intangible asset - technology 1,326
Property, plant and equipment 20
Trade and other receivables 16
Cash 24
Trade and other payables (8)
Deferred tax liabilities (331)
Total provisional fair value 1,047
Consideration 3,851
Goodwill 2,804
The fair values include recognition of an intangible asset related to
technology of £1,326,000 which will be amortised over 17 years on a
straight-line basis. The goodwill of £2,804,447 comprises the potential value
of future technology, the value of the existing workforce and the value of
Gelion increasing its geographical footprint in the UK, all of which are not
separately recognised. Deferred tax of £331,534 has been calculated on the
fair value uplift of the intangible assets acquired, and a corresponding
amount recognised as goodwill. Directly related acquisition costs of £225,000
were expensed to the income statement in the prior period.
Fair value of consideration paid:
£'000
Completion cash 1,250
Completion equity 2,601
Total consideration 3,851
The net cash sum expended on Acquisition in the period ended 30 June 2024 is
as follows:
£'000
Cash paid as consideration on acquisition (1,250)
Cash acquired at acquisition 24
Net cash outflow on acquisition (1,226)
The consideration was settled by cash (£1.25 million) and in equity
(amounting to £2,522,060, with the issue of 10,508,582 shares in the Company
valued at 24 pence per share on 29th November 2023).
The completion equity consideration of 10,508,582 ordinary shares in Gelion
has subsequently been fair valued £2,600,874 based on the closing share price
of Gelion of 24.75p at the Acquisition Date.
The deferred consideration of £400,000 is subject to the retention of the
founder in OXLiD Ltd and is to be paid equally over 12, 18 and 24 months,
therefore this part of the arrangement represents post-combination services
and is separate from the business combination (IFRS 3, B55(a) - Continuing
Employment). As at 30 June 2025, £22,222 was included in other payables
relating to this transaction (2024: £77,595), the expense has been included
in administrative expenses and classified as Non-Recurring Items within the
consolidated statement of comprehensive income.
14. Intangible Assets
Patents Trademarks Goodwill Total
£'000 £'000 £'000 £'000
Cost
At 30 June 2023 3,430 20 - 3,450
Additions 587 1 - 588
Acquisition of a subsidiary 1,326 - 2,804 4,130
Write-offs (1,278) - - (1,278)
Difference on foreign exchange (9) - - (9)
At 30 June 2024 4,056 21 2,804 6,881
Additions 318 - - 318
Write-offs (341) - - (341)
Difference on foreign exchange (242) (4) - (246)
At 30 June 2025 3,791 17 2,804 6,612
Amortisation
At 30 June 2023 101 - - 101
Amortisation 318 - - 318
Write-offs (154) - - (154)
Difference on foreign exchange 2 - - 2
At 30 June 2024 267 - - 267
Amortisation 308 - - 308
Write-offs (42) - - (42)
Difference on foreign exchange (25) - - (25)
At 30 June 2025 508 - - 508
Carrying amount
At 30 June 2024 3,789 21 2,804 6,614
At 30 June 2025 3,283 17 2,804 6,104
15. Goodwill and impairment
In accordance with IFRS requirements, the Group performs an annual impairment
test to assess whether goodwill has suffered any impairment. As at 30 June
2025, goodwill was tested for impairment using the FVLCTS (Fair Value Less
Cost of Disposal) method. The closing share price at 30 June 2025 was 24 pence
giving a market capitalisation of £42.4 million which is £32.5 million
higher than the Net Assets of the Group on this date. The share price would
need to have dropped below 6 pence for the market value to be below the Net
Asset value of the Group at that date. Based on the above, no impairment loss
was identified in relation to goodwill. Since 30 June 2025, the share price of
Gelion Plc has traded across a high-low range of 18.4p and 27p per share.
On 29th November 2023, the Group recognised goodwill of £2,804,447 following
the acquisition of OXLiD. In the prior year, goodwill had been fully allocated
to the OXLiD Cash Generating Unit (CGU) on the basis that OXLiD would generate
cash flows that were largely independent of the cash inflows from other
subsidiaries within the Group and was therefore considered a separate CGU.
This was based on the intention for OXLiD to manufacture and deliver battery
technology, however the group strategy is now to licence/toll manufacture
utilising the group IP including IP and expertise acquired as part of the
acquisition to deliver technology. In the current year, the benefits arising
from goodwill acquired through the OXLiD acquisition will apply to the Group
and therefore recognition of goodwill will be realised at the group level.
16. Property, Plant and Equipment
Office furniture Plant and equipment Right-of-use Leasehold improvements Total
and equipment £'000 assets £'000 £'000
£'000 £'000
Cost
At 30 June 2023 81 1,346 427 122 1,976
Additions 10 559 32 20 621
Acquisition of a subsidiary 1 22 - - 23
Disposals - (198) (31) (36) (265)
Difference on foreign exchange - (3) (1) - (4)
At 30 June 2024 92 1,726 427 106 2,351
Additions 67 98 53 - 218
Disposals (1) (240) - - (241)
Difference on foreign exchange (12) (138) (37) (10) (197)
At 30 June 2025 146 1,446 443 96 2,131
Depreciation
At 30 June 2023 55 506 376 82 1,019
Charge for the year 17 298 44 23 382
Acquisition of a subsidiary - 3 - - 3
Accumulated depreciation on disposal - (108) - (14) (122)
Difference on foreign exchange - - (1) 1 -
At 30 June 2024 72 699 419 92 1,282
Charge for the year 13 257 12 3 285
Accumulated depreciation on disposal (1) (191) - - (192)
Difference on foreign exchange (7) (65) (38) (8) (118)
At 30 June 2025 77 700 393 87 1,257
Carrying amount
At 30 June 2024 20 1,027 8 14 1,069
At 30 June 2025 69 746 50 9 874
17. Leases
The Group has lease contracts in respect of leasehold property used in its
operations. These leases have lease terms of between two and three years.
There is no leasehold property recognised by the Group in the two years ended
30 June presented in these financial statements other than those recognised as
right-of-use assets. Therefore, for the carrying amount of right-of-use assets
at each reporting date and movements in each year ended refer to note 16.
Set out below are the carrying amounts of lease liabilities (included under
trade and other payables) and the movements during each year ended 30 June:
2025 2024
£'000 £'000
Balance as at 1 July 8 56
Additions 53 32
Interest 1 3
Payments (16) (47)
Termination of lease - (33)
Difference on foreign exchange (1) (3)
Balance as at 30 June 45 8
The maturity analysis of lease liabilities is disclosed in note 24.
The following are the amounts recognised in profit or loss:
Year ended 30 June
2025 2024
£'000 £'000
Depreciation expense of right-of-use assets 12 44
Interest expense on lease liabilities 1 3
Total amount recognised in profit or loss 13 47
18. Cash and Cash equivalents
As at 30 June
2025 2024
£'000 £'000
Cash at bank 2,661 3,792
Total Cash and Cash Equivalents 2,661 3,792
Cash at bank comprises balances held by Gelion Plc, OXLiD Ltd, Battery
Minerals Ltd and Gelion Technologies Pty Limited current bank accounts.
19. Other Receivables
As at 30 June
2025 2024
£'000 £'000
Other receivables:
R&D tax incentive 1,256 1,614
Prepayments 119 137
Restricted cash - Escrow account - 133
VAT/GST receivable 145 99
Other debtors 199 135
Total other receivables 1,719 2,118
The amounts are measured at amortised cost using the effective interest method
in line with IFRS 9.
R&D tax incentives are granted by the Australian Taxation Office and the
HMRC in the form of refundable tax offsets. The key judgements applied in the
recognition of this receivable are detailed in note 2.21.
Restricted cash in the escrow account of £133,000 represents the first
instalment of total deferred consideration of £400,000 that was payable to
the founder of OXLiD.
Other debtors includes £138,000 accrued income relating to the contract with
Group Energy Pty Ltd (a Borg Group company).
The Directors consider that the carrying value of other receivables
approximates to their fair value.
20. Trade and Other Payables
Due within one year
As at 30 June
2025 2024
£'000 £'000
Trade payables 546 795
Accruals 291 290
Employee liabilities including employment taxes 150 157
Lease liabilities 27 8
1,014 1,250
Due in more than one year
As at 30 June
2025 2024
£'000 £'000
Lease liabilities 18 -
Provision for long service leave 54 55
72 55
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and continuing costs. The Directors consider that the carrying value
amount of trade and other payables approximates to their fair value. Please
refer to note 24 for further details.
21. Deferred tax
2025 2024
£'000 £'000
Balance as at 1 July 320 -
Deferred tax liabilities on acquisition - 331
Credit to profit or loss (19) (11)
Balance as at 30 June 301 320
Deferred tax liability of £301k represents the carrying amount of the
deferred tax liability recognised on OXLiD's technology-based intangibles at
the time of acquisition, as detailed in Note 13.
22. Issued Capital and Reserves
Number of shares on issue Share capital Share premium
Ref. £'000 £'000
Balance as at 1 July 2023 108,407,750 108 20,752
Merger relief reserve (fair value of shares issued on acquisition) - 11 -
Shares issued during the period a 27,590,709 17 4,083
Cost of shares issued b - - (348)
Exercise of share options 12,144 - -
Balance as at 30 June 2024 136,010,603 136 24,487
Shares issued during the period c/d 40,812,264 41 4,379
Cost of shares issued e - - (451)
Exercise of share options 28,916 - -
Balance as at 30 June 2025 176,851,783 177 28,415
Year ended 30 June 2024
a) On 23 November 2023, 17,082,127 new ordinary shares of £0.001 have been
issued at a price of 24 pence per share. On 29 November 2023, 10,508,582 new
ordinary shares of £0.001 have been issued as part of consideration for
acquisition of OXLiD Ltd.
b) Transaction costs incurred in the issuing of shares in the period ended 30
June 2024 of £436,000 of which £348,000 was offset against share premium and
£88,000 was expensed.
Year ended 30 June 2025
c) On 20 December 2024, 11,397,837 new ordinary shares of £0.001 have been
issued at a price of 15 pence per share. On 3 January 2025, 1,033,334 new
ordinary shares of £0.001 have been issued at a price of 15 pence per share.
d) On 6 May 2025, 28,381,093 new ordinary shares of £0.001 have been issued
at a price of 9 pence per share.
e) Transaction costs incurred in the issuing of shares in the period ended 30
June 2025 of £541,000 of which £451,000 was offset against share premium and
£90,000 was expensed.
Nature and purpose of other reserves
Other reserves
• Share-based payments reserve
The share-based payments reserve is used to recognise the value of
equity-settled share-based payments provided to employees, including key
management personnel, as part of their remuneration. Refer to note 23 for
further details of these plans.
• Foreign currency translation reserve
The subsidiary's functional currency is AUD and therefore on consolidation a
foreign exchange gain or loss on translation of net assets is recognised
through other comprehensive income at each reporting date. These gains or
losses are accumulated in a foreign currency translation reserve.
• Capital reduction reserve
Immediately following the Second Bonus Issue in FY22, the balance standing to
the credit of the share premium account was cancelled and the amount so
cancelled was credited to a distributable reserve called the 'capital
reduction reserve'.
• Merger relief reserve
On 29th November 2023, the Company completed the acquisition of 100% of
ordinary shares of OXLiD Ltd, The transaction consideration involved a
combination of cash and the issuance of 10,508,582 ordinary shares in Gelion.
The investment was recognised at fair value, and the excess of the fair value
over the nominal value of the issued share capital is recorded within equity
as a merger relief reserve.
Other non-distributable reserves:
Share-based payment reserve Foreign currency translation reserve Merger relief reserve Total other reserves
£'000 £'000 £'000 £'000
Balance at 1 July 2023 5,511 (183) - 5,328
Foreign currency translation reserve movement - (27) - (27)
Merger relief - fair value of shares issued for OXLiD Acquisition - - 2,590 2,590
Share-based payment charge 986 - - 986
Balance at 30 June 2024 6,497 (210) 2,590 8,877
Balance at 1 July 2024 6,497 (210) 2,590 8,877
Foreign currency translation reserve movement - (556) - (556)
Share-based payment charge 574 - - 574
Balance at 30 June 2025 7,071 (766) 2,590 8,895
23. Share-Based Payments
The Directors recognise the role of the Group's staff in contributing to its
overall success and the importance of the Group's ability to incentivise and
motivate its employees. Therefore, the Directors believe that certain
employees should be given the opportunity to participate and take a financial
interest in the success of the Company, aligning employees' interests with
shareholders and Company goals.
In July 2022, the Board introduced a new Share Option Plan. The plan is
designed to motivate and incentivise key talent to assist the Group in
achieving its strategic aims whilst remaining consistent with its tolerance
for risk, all set within delegated limits set out during the IPO.
These options are structured as nominal cost options. The options will
normally vest in three equal tranches over three years, subject to continued
employment.
Share-based payment expenses are calculated using the graded vesting method,
whereby a larger proportion of the total expense is recognised in earlier
vesting periods and decreases in the subsequent years. This expense
recognition pattern aligns with the economics of these awards, as employees
render a greater proportion of the services required to earn the awards during
the initial vesting periods.
Issued during the year ended 30 June 2025
• On the 6 January 2025, 300,000 options were granted under an
Unapproved share option scheme to Director Dr Graham Cooley that will vest in
three equal tranches, the first anniversary being 6 January 2026, followed by
annual vesting on 6 January 2027 and 6 January 2028, subject to continuing to
be a Director of the Group. The options were granted with the exercise price
of 0.1 pence and will be exercisable up to the tenth anniversary of the grant.
• On the 15 March 2025, 1,500,000 options were granted under an
Unapproved share option scheme to advisor Prof. Markus Antonietti that will
vest in three equal tranches, the first anniversary being 15 March 2026,
followed by annual vesting on 15 March 2027 and 15 March 2028, subject to
continuing as an advisor to Gelion PLC. The options were granted with the
exercise price of 0.1 pence and will be exercisable up to the fifth
anniversary of the grant.
• On 25 March 2025, 706,899 options were granted that will vest in
three equal tranches, the first anniversary being 31 August 2025, followed by
annual vesting on 31 August 2026 and 31 August 2027. The options were granted
with the exercise price of 0.1 pence and will be exercisable up to the tenth
anniversary of the grant.
• On 30 April 2025, 1,113,737 options were granted that will vest
in three equal tranches, the first anniversary being 31 August 2025, followed
by annual vesting on 31 August 2026 and 31 August 2027. The options were
granted with the exercise price of 0.1 pence and will be exercisable up to the
tenth anniversary of the grant.
Issued during the year ended 20 June 2024
• On 13 December 2023, 1,637,629 options were granted that will
vest in three equal tranches, the first anniversary being 31 August 2024,
followed by annual vesting on 31 August 2025 and 31 August 2026. The options
were granted with the exercise price of 0.1 pence and will be exercisable up
to the tenth anniversary of the grant.
• On 20 December 2023, 949,751 options were granted that have an
18 month vesting period and will vest in full on 31 May 2024. The options were
granted with the exercise price of 0.1 pence and will be exercisable up to the
tenth anniversary of the grant.
• On the 5 February 2024, 200,000 options were granted to Louis
Adriaenssens that have a 12-month vesting period and will vest in full on 4
February 2025. The options were granted with the exercise price of 0.1 pence
and will be exercisable up to the fifth anniversary of the grant.
Year ended 30 June
2025 2024
£'000 £'000
Share-based payment expense recognised 574 986
Total share-based payment expense 574 986
Summary of movements in awards:
New Share Option Plan 2021 and prior Original Share Option Plan Unapproved Share Option Plan Number Weighted average exercise price £
Number Number '000s
'000s '000s
Outstanding at 30 June 2023 2,896 5,583 - 0.21
Exercisable at 30 June 2023 - 5,583 - 0.32
Granted 2,787 - - 0.00
Forfeited (115) - - 0.00
Exercised (12) - - 0.00
Outstanding at 30 June 2024 5,556 5,583 - 0.16
Exercisable at 30 June 2024 1,674 5,583 - 0.24
Granted 1,821 - 1,800 0.00
Forfeited/Cancelled (263) - - 0.00
Exercised (29) - - 0.00
Outstanding at 30 June 2025 7,085 5,583 1,800 0.12
Exercisable at 30 June 2025 3,909 5,583 - 0.19
The range of exercise prices for options outstanding at the end of the year
was £0.001 to £1.45 (2024: £0.001 to £1.45).
The weighted average remaining contractual life for the share options
outstanding as at 30 June 2025 was 5.74 years (2024: 5.55 years).
Of the total number of options outstanding at 30 June 2025, 9,491,963 (2024:
7,256,964) had vested and were exercisable.
The weighted average fair value of the options granted in the year was £0.11
(2024: £0.24).
The Black-Scholes option pricing model was used to value the share-based
payment awards granted in the year as it was considered that this approach
would result in materially accurate estimate of the fair value of options
granted. The following table lists the inputs to the models used for share
option plans:
2025* 2024
Weighted average fair values at the measurement date £0.11 £0.24
Weighted average exercise price £0.001 £0.001
Expected volatility (%) n/a n/a
Risk-free interest rate (%) n/a n/a
Expected life of share options (years) 10 10
*2025 Options that were granted represent nominal cost options with an
exercise price of £0.001. Nominal cost options fair value, under the
Black-Scholes option pricing model, equals the share price at grant date,
therefore expected volatility and risk-free interest rate have no impact on
the valuation. In the year ended 30 June 2025 3,620,636 options (2024:
2,787,380) were granted at an exercise price of £0.001 (2024: £0.001). The
total share-based payment expense for the year was £574,000 (2024:
£986,000).
24. Financial Instruments and Risk Management
Capital risk management
The Group manages its capital to ensure it will be able to continue as a going
concern while maximising the return to stakeholders. The overall strategy of
the Group is to minimise costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity
holders of the Group, comprising issued share capital, and retained earnings
as disclosed in the Consolidated Statement of Changes of Equity.
The Group is exposed to a number of risks through its normal operations, the
most significant of which are credit, currency and liquidity risks. The
management of these risks is vested to the Board of Directors.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group's receivables from
customers. Indicators that there is no reasonable expectation of recovery
include, amongst others, failure to make contractual payments for a period of
greater than 120 days past due. There were no receivables from customers as at
end of June 2025.
The carrying amount of financial assets represents the maximum credit
exposure.
The principal financial assets of the Group are bank balances including
short-term deposits. The Group deposits surplus liquid funds with counterparty
banks that have high credit ratings, and the Directors consider the credit
risk to be minimal. The Group's maximum exposure to credit by class of
individual financial instrument is shown in the table below:
As at 30 June
2025 2025 2024 2024
Carrying Maximum Carrying Maximum
value exposure value exposure
£'000 £'000 £'000 £'000
Cash and cash equivalents 2,661 2,661 3,792 3,792
2,661 2,661 3,792 3,792
As at 30 June
2025 2024
2025 Cash at bank 2024 Cash at bank
Rating £'000 Rating £'000
Royal Bank of Scotland A+ 1,334 A+ 3,671
HSBC UK A+ 24 A+ 31
Commonwealth Bank of Australia A+ 1,303 A+ 90
2,661 3,792
The Group monitors the credit ratings of counterparties regularly and at the
reporting date does not expect any losses from non-performance by the
counterparties. For all financial assets to which the impairment requirements
have not been applied, the carrying amount represents the maximum exposure to
credit loss.
Currency risk
The Group operates in a global market with income and costs possibly arising
in a number of currencies (AUD, USD, GBP) and is exposed to foreign currency
risk arising from commercial transactions, acquiring Property, Plant and
Equipment and raw materials, as well as translation of net investment in
foreign subsidiaries. Exposure to commercial transactions arise from sales or
purchases by operating companies in currencies other than the companies'
functional currency. Currency exposures are reviewed regularly. The Group has
signed an agreement with financial institution in FY23, to set forward
exchange rate contracts to provide certainty in terms of cash flow forecasts.
The Group has a limited level of exposure to foreign exchange risk through
their foreign currency denominated cash balances and a portion of the Group's
costs being incurred in Australian Dollar. Accordingly, movements in the Great
British Pounds exchange rate against these currencies could have a detrimental
effect on the Group's results primarily for reporting purposes.
Currency risk is managed by maintaining some cash deposits in currencies other
than Great British Pounds, particularly those currencies where future
expenditure is forecasted. The table below shows the currency profiles of cash
and cash equivalents:
As at 30 June
2025 2024
£'000 £'000
Cash, cash equivalents and term deposits
US Dollars 214 3
Great British Pounds 1,358 2,901
Australian Dollars 1,089 888
2,661 3,792
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will have sufficient
liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage
to the Group's reputation.
The Group seeks to manage liquidity risk by regularly reviewing cash flow
budgets and forecasts to ensure that sufficient liquidity is available to meet
foreseeable needs and to invest cash assets safely and profitably. The Group
deems there is sufficient liquidity for the foreseeable future.
The Group had cash and cash equivalents at period end as below:
As at 30 June
2025 2024
£'000 £'000
Cash and cash equivalents 2,661 3,792
2,661 3,792
The table below sets out the maturity profile of the Group's financial
liabilities at each year end:
Year ended 30 June 2025
Due in less than one month Due between one and three months Due between three months and one year Due between one year and five years
£'000 £'000 £'000 £'000 Total
£'000
Trade and other payables 965 - 22 - 987
Lease liabilities - 7 22 19 48
Provision for Long Service Leave 54 54
965 7 44 73 1,089
Year ended 30 June 2024
Due between one and three months Due between three months and one year Due between one year and five years
Due in less than one month £'000 Total
£'000 £'000
Trade and other payables 1,242 - - - 1,242
Lease liabilities 3 5 - - 8
Provision for Long Service Leave - - - 55 55
1,245 5 - 55 1,305
25. Capital Commitments
There were no capital commitments as at 30 June 2025 and 30 June 2024.
26. Related Party Transactions
Other than the remuneration to key management personnel outlined in note 11 of
these financial statements, there are the following related party
transactions:
Management and R&D service fees of £43,089 (2024: £88,201) were paid to
Thomas Maschmeyer Consulting Pty Ltd, a company with a common director (Prof
Thomas Maschmeyer).
Remuneration of £26,866 (2024: £25,448) was paid to a fixed term employee
for services provided to the company. The employee is a related person of a
Group Director.
Remuneration of key management personnel
The remuneration of the Directors, who are the key management personnel of the
Group, is set out in aggregate in note 11 for each of the categories specified
in IAS 24.
27. Events Subsequent to Year End
Equity fundraising through new ordinary shares
On 18 October 2025, the company announced that it had successfully raised
gross proceeds of £10.5 million via the issue of 52,500,000 new ordinary
shares at a price of 20 pence per share. As part of the placing, the Directors
subscribed for new ordinary shares which raised gross proceeds of £0.2
million in aggregate.
UK Grant funding and Collaboration with QinetiQ
The UK subsidiary, OXLiD Ltd, was awarded a £0.5m grant from the UK
Government's DRIVE35 programme, facilitated by Advanced Propulsion Centre UK
(APC). The project will be delivered in collaboration with QinetiQ to build
and test Li-S multi-layer pouch cells. The project will run for 12 months and
has a total budget of c £1.1m, 50% co-funded by APC.
28. Control
In the opinion of the Directors there is no single ultimate controlling party.
29. Alternate Performance Measures (APM)
The below non-IFRS performance measures have been used. These measures are
additional to IFRS measures and may not be comparable with other companies.
APMs should not be viewed in isolation but as a supplementary information.
In determining whether an item should be presented as an allowable adjustment
to IFRS measures, the Group considers items which are significant either
because of their size or their nature, and which are non-recurring. For an
item to be considered as an allowable adjustment to IFRS measures, it must
initially meet at least one of the following criteria:
• It is a significant item, which may cross more than one
accounting period.
• It has been directly incurred as a result of either an
acquisition / divestment or arises from a major business change.
• It is unusual in nature, e.g. outside the normal course of
business.
If an item meets at least one of the criteria, the Board, through the Audit
and Risk Committee, then exercises judgement as to whether the item should be
classified as an allowable adjustment to IFRS performance measures. These
adjustments have been defined as:
a) Transaction costs - Costs Incurred in relation to capital raising,
acquisition or divestment
b) Loss on disposal of property, plant and equipment and write-off of IP
intangibles
c) Share based payments expense - Non-cash employee incentives
d) Business restructure
Use: Provides a consistent measure of the profits from the core business
activities. The Company believes these APMs are widely used by securities
analysts, investors and other interested parties to evaluate the profitability
of companies. This measure is closely tracked by management to evaluate the
Company's operating performance and to make financial, strategic and operating
decisions and because it may help investors to understand and evaluate, in the
same manner as management, the underlying trends in the Company's operational
performance on a comparable basis, period on period.
Measures
1. Adjusted EBITDA loss is calculated by excluding Capital raising and
acquisition related costs, Loss on disposal of Property, Plant and Equipment
and write-off of IP intangibles, Share based payments, Business restructure
and Depreciation and Amortisation from Operating loss:
Reconciliation:
Year ended 30 June
2025 2024
£'000 £'000
Operating loss (6,023) (8,105)
Adjustments
Loss on disposal of fixed assets and write-off of IP intangibles 346 1,236
Share-based payments expense 574 986
Depreciation and amortisation 593 700
Capital raising and acquisition related costs 301 363
Business restructure and other 114 -
Adjusted EBITDA loss (4,095) (4,820)
2. Adjusted operating loss is calculated by excluding Loss on disposal of
Property, Plant and Equipment, write-off of IP intangibles, Transaction costs
and Business restructure costs from operating loss.
Reconciliation:
Year ended 30 June
2025 2024
£'000 £'000
Operating loss (6,023) (8,105)
Adjustments
Loss on disposal of Property, Plant and Equipment and write-off of IP 346 1,236
intangibles
Capital raising and acquisition related costs 301 363
Business restructure and other 114 -
Adjusted operating loss (5,262) (6,506)
3. Adjusted loss after taxation is calculated by excluding non-recurring
expenses from reported loss from ordinary activities after taxation.
Reconciliation:
Year ended 30 June
2025 2024
£'000 £'000
Loss on ordinary activities after taxation (5,984) (7,948)
Adjustments
Loss on disposal of Property, Plant and Equipment and write-off of IP 346 1,236
Capital raising and acquisition related costs 301 363
Business restructure and other 114 -
Adjusted loss after taxation (5,223) (6,349)
4. Proforma cash and cash equivalents is calculated by including R&D tax
incentive and RDEC receivables and other tax receivables from the Australian
and the UK tax authorities.
Reconciliation:
Year ended 30 June
2025 2024
£'000 £'000
Cash and cash equivalents 2,661 3,792
R&D tax incentive receivable f rom the Australian Government 1,159 1,557
RDEC f rom the UK government 97 57
Other tax receivables 145 -
Pro forma cash and cash equivalents 4,062 5,406
5. Underlying net cash use is calculated by including net cash used in
operating activities, purchase of IP intangibles and property, plant and
equipment, adjusted for non-recurring items and acquisition of IP.
Year ended 30 June
2025 2024
£'000 £'000
Net cash used in operating activities (4,455) (4,533)
Purchase of tangible Property, Plant and Equipment (165) (589)
Cash used for IP intangibles (318) (588)
Non-recurring items 336 138
Underlying net cash use (4,602) (5,572)
Parent Company Balance Sheet
As at 30 June
Notes 2025 2024
£'000 £'000
Assets
Non-current assets
Investment in subsidiary 4 32,465 26,446
Current assets
Cash and cash equivalents 1,170 3,671
Other receivables 5 253 392
Total assets 33,888 30,509
Liabilities
Current liabilities
Trade and other payables 6 252 315
Total liabilities 252 315
Net assets 33,636 30,194
Equity
Issued capital 7 177 136
Share premium account 7 28,415 24,487
Share-based payment reserve 7 7,071 6,496
Capital reduction reserve 7 11,194 11,194
Merger relief reserve 2,511 2,511
Accumulated losses (15,732) (14,630)
Total equity 33,636 30,194
As permitted by Section 408 of the Companies Act 2006, no income statement or
statement of comprehensive income is presented for the Company.
The financial statements of Gelion Plc, company registration number 09796512,
were approved by the Directors and authorised for issue on 26 November 2025.
Parent Company Statement of Changes in Equity
Capital reduc- Share-based payment reserve
Share premi- Accu-mulated losses tion reserve £'000 Merger
Share capital um £'000 £'000 relief reserve
£'000 £'000 £'000
Total
£'000
Balance at 1 July 2023 108 20,752 (8,831) 11,194 5,510 - 28,733
Total comprehensive loss for the period - - (5,799) - - - (5,799)
Contributions by and distributions to owners:
Merger relief reserve (fair value of shares issued on acquisition) 11 - - - - 2,511 2,522
Share-based payment charge - - - - 986 - 986
Shares issued during the period 17 4,083 - - - - 4,100
Costs of share issued - (348) - - - - (348)
Total contributions by and distributions to owners 28 3,735 - - 986 2,511 7,260
Balance at 30 June 2024 136 24,487 (14,630) 11,194 6,496 2,511 30,194
Balance at 1 July 2024 136 24,487 (14,630) 11,194 6,496 2,511 30,194
Total comprehensive loss for the period (1,102) (1,102)
Contributions by and distributions to owners:
Share-based payment charge - - - - 575 - 575
Shares issued during the period 41 4,379 - - - - 4,420
Costs of share issued - (451) - - - - (451)
Total contributions by and distributions to owners: 41 3,928 - - 575 4,544
Balance at 30 June 2025 177 28,415 (15,732) 11,194 7,071 2,511 33,636
Financial Statement
1. General Information
Gelion Plc ('Gelion' or the 'Company') is a 100% owner of an Australian
subsidiary that conducts research and development in respect of an innovative
battery system and associated industrial design and manufacturing.
Gelion is a public limited company, limited by shares, incorporated and
domiciled in England and Wales. The Company was incorporated on 26 September
2015. The registered office of the Company is at c/o Armstrong, Level 4 LDN:W,
3 Noble Street London EC2V 7EE. The registered company number is 09796512.
Gelion Plc was incorporated as Gelion UK Ltd. On 12 November 2021, the Company
was re-registered as a public limited company under the Companies Act and its
name was changed to Gelion Plc.
The Board, Directors and management referred to in this document refers to the
Board, Directors and management of Gelion.
2. Accounting Policies
2.1. Basis of preparation
These separate financial statements have been prepared in accordance with
Financial Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101).
The financial statements have been prepared under the historical cost
convention and in accordance with the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires
the use of certain critical accounting estimates. It also requires Group
management to exercise judgement in applying the Group's accounting policies.
The areas where significant judgements and estimates have been made in
preparing the financial statements and their effect are disclosed in note 2.21
of the consolidated financial statements.
The following exemptions from the requirements of IFRS have been applied in
the preparation of these financial statements, in accordance with FRS 101:
• Paragraphs 45(b) and 46 to 52 of IFRS 2 - Share-Based Payment
• IFRS 7 - Financial Instruments (Disclosures)
• Paragraphs 91 to 99 of IFRS 13 - Fair Value Measurement
• The following paragraphs of IAS 1 - Presentation of Financial
Statements
• 10(d) - Statement of cash flows
• 16 - Statement of compliance with all IFRS
• 38A - Requirement for minimum of two primary statements,
including cash flow statements
• 38B-D - Additional comparative information
• 111 - Statement of cash flows information
• 134-136 - Capital management disclosures
• IAS 7 - Statement of cash flows
• Paragraph 17 of IAS 24 - Related party disclosures relating to
key management personnel
• The requirement of IAS 24 - Related party transactions relating
to transactions between group members
These financial statements are presented in Great British Pounds (GBP) unless
otherwise stated, which is the Company's presentational and functional
currency. Amounts are rounded to the nearest thousand, unless otherwise
stated.
2.2. Significant accounting policies
The accounting policies of the Company are the same as those of the Group
which are set out in the relevant Notes to the Consolidated Financial
Statements, except that it has no policy in respect of consolidation and
investments in subsidiaries are carried at historical cost, less any
provisions for impairment.
2.3. Critical judgements and key sources of estimation uncertainty
As noted in note 2.21 to the consolidated financial statements the preparation
of the financial statements requires management to make estimates and
assumptions that affect the reported amount of revenues, expenses, assets and
liabilities and the disclosure of contingent liabilities. Company specific
critical judgements are as follows:
Impairment of investments in subsidiaries.
The Company is making significant investments into Gelion Technologies Pty and
OXLiD Ltd to assist with the development and deployment of its technologies.
The Company incorporated Battery Minerals Ltd in February 2024 for the purpose
of developing advanced hydrometallurgy solutions to improve the efficiency of
critical metal recycling from battery production scrap and end-of-life-cells
and is largely funded through government grants and on a long-term expects
this to be independently funded. In assessing the carrying value of this asset
for impairment, the Directors will at the end of each reporting period assess
whether there is any indication that an asset may be impaired including the
Investment in Subsidiary. The assessment will consider indications for
potential impairment and assess the impairment amount with reference to the
recoverable amount and carrying amount of the asset.
2.4. Share-based payments
The Group provides benefits to its employees in the form of share-based
payments, whereby employees render services in exchange for shares or rights
over shares (equity-settled transactions) in the parent entity as per note
2.15 of the consolidated financial statements. The only difference to that
policy is that the costs relating to share-based payments is capitalised in
the parent as part of the investment in the Group's subsidiaries, as it
relates to employees of those subsidiaries.
3. Results for the Year
The Company recorded a loss for the financial year ended 30 June 2025 of
£1,102,000 (2024: loss £5,799,000). The auditors' remuneration for audit and
other services is disclosed in note 8 to the consolidated financial
statements.
4. Investments In Subsidiaries
The following were subsidiary undertakings of the Group:
Registered Class of shares
Name office Holding
Gelion Technologies Pty Limited Australia Ordinary A 100%
OXLiD Ltd UK Ordinary A 100%
Battery Minerals Ltd UK Ordinary A 100%
The shareholdings are held directly.
The registered office of Gelion Technologies Pty Limited is Level 16, 101
Miller Street, North Sydney, NSW 2060.
The registered office of OXLiD Ltd and Battery Minerals Ltd is c/o Armstrong,
Level 4 LDN:W, 3 Noble Street London EC2V 7EE.
Gelion Technologies Pty Ltd OXLiD Ltd Battery Minerals Ltd Total
£'000 £'000 £'000 £'000
Cost
At 30 June 2023 31,590 - - 31,590
Additions - acquisition of a subsidiary - 3,772 - 3,772
Additions - equity subscription 1,562 300 - 1,862
Additions - share-based payment charge 895 91 - 986
At 30 June 2024 34,047 4,163 - 38,210
Additions - equity subscription 4,759 500 230 5,489
Additions - share-based payment charge 378 152 - 530
At 30 June 2025 39,184 4,815 230 44,229
Impairment
At 30 June 2023 7,001 - - 7,001
Impairment 4,763 - - 4,763
At 30 June 2024 11,764 - - 11,764
Impairment - - - -
At 30 June 2025 11,764 - - 11,764
Carrying amount
At 30 June 2024 22,283 4,163 - 26,446
At 30 June 2025 27,420 4,815 230 32,465
Share-based payment charges capitalised relate to the share-based payment
charges incurred by the parent company for options granted by the parent to
the employees of the subsidiary.
As for the impairment of the investment, please refer further to note 4.1.
4.1. Impairment of Investments in Subsidiaries
The Company tests the net recoverable amounts of assets annually for
impairment, or more frequently if there are indicators of impairment. During
the year, Management considered the recoverability of its investments in
subsidiaries, which is disclosed in Note 4. The subsidiaries continue to
operate, incurring research and development activity and generate losses,
which is seen as temporary. The fair value measurement of the investments is
classified as Level 1 under IFRS 13.
Gelion Technologies Pty Limited is responsible for majority of the Group
activities. As such, this single cash generating unit is the largest
contributor to the market capitalisation of the Group (and parent company,
listed on AIM).
Based on this, the directors considered that the market capitalisation less
relevant adjustments as a proxy in the 'fair value less costs to sell' method
is more reliable and applicable in assessing the impairment of investments in
subsidiaries.
The market capitalisation of the Group on 30 June 2025 was £42.4 million
(176,851,783 shares at a share price of 24.0 pence). Certain adjustments were
made to the market capitalisation being the cash balance (£1.2 million) and
net receivables (£nil) in the parent company at 30 June 2025 resulting in the
indicative carrying value of £41.2 million.
In comparing the cost of the total investment £32.5 million, the indicative
carrying value of £41.2 million represents a nil impairment to be recognised
in the current year.
Management considered the investment in OXLiD Ltd for impairment and concluded
that there is no impairment as of 30 June 2025 as detailed in Note 15.
Battery Minerals Ltd was incorporated on 16 February 2024, and there is a
£230,000 investment in Battery Minerals Ltd as of 30 June 2025.
Management considered the investment in Battery Minerals Ltd for impairment
and concluded that there is no impairment as of 30 June 2025.
The Company will continue to assess the recoverable amount of its investments
in subsidiaries annually or whenever there are indications of impairment, in
accordance with IAS 36. Any subsequent changes in the recoverable amount and
impairment losses will be recognized in the financial statements in the
periods in which they occur.
5. Trade and Other Receivables
Restricted cash in the escrow account represents the first instalment of
deferred consideration of £400,000 that was paid to the founder of OXLiD in
November 2024.
The amounts are measured at amortised cost using the effective interest method
in line with IFRS 9.
There were no term deposits for a period greater than three months as of June
2025.
As at 30 June
2025 2024
£'000 £'000
Amounts receivable from Group companies 184 198
Restricted cash - Escrow account - 133
Prepayments 26 19
Other debtors 43 42
253 392
6. Trade and Other Payables
Due within one year
As at 30 June
2025 2024
£'000 £'000
Trade payables 86 231
Amounts owed to Group companies 1 -
Accruals 165 84
252 315
7. Share Capital
Details of the Company's share capital are as set out in note 22 to the
consolidated financial statements.
Details of the Company's share premium account and other reserves are as set
out in note 22 to the consolidated financial statements.
Details of the movements in retained earnings are set out in the parent
company Statement of Changes in Equity.
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