REG - Gelion PLC - Half year results to 31 December 2025
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RNS Number : 8900U Gelion PLC 02 March 2026
02 March 2026
Gelion plc
("Gelion", "Company" or the "Group")
Half year results to 31 December 2025
Gelion (AIM: GELN), the sulfur battery company, announces its unaudited half
year results for the six months ended 31 December 2025 a period in which the
Company made significant technical and commercial progress.
Gelion is seeking to replace the strategic minerals used in current
Lithium-ion battery cathodes with Gelion's Nano-Encapsulated Sulfur (NES™)
targeting high performance, low cost, and with the capability of "drop-in"
into existing global manufacturing lines. Gelion's NES™ is made from sulfur
which is abundantly available, free from toxic minerals and supply chain
constraints.
Operational highlights
· Signed a full collaboration agreement with TDK Corporation ("TDK"), 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.
· Awarded c.£0.5 million grant funding from the UK Government's DRIVE35
programme, facilitated by the Advanced Propulsion Centre UK (APC). The project
will be delivered in collaboration with QinetiQ to scale-up and independently
validate Gelion's next-generation lithium-sulfur (Li-S) technology in
high-energy multi-layer pouch cells.
· Successfully transferred the proprietary Sulfur CAM technology from Max Planck
Institute of Colloids and Interfaces (MPI) in Gelion's Sydney based ACPC
facility, enabling the acceleration of its Sulfur CAM and collaborative
development programmes of its Li-S and Room Temperature Sodium Battery (Na-S)
technologies.
· Completion of an oversubscribed capital raise round in November 2025 of £9.9
million (net proceeds) from existing and new institutional investors.
· Achieved a major technical milestone in the development of its next-generation
sulfur battery technology, confirming its proprietary cathode active material
(CAM) has reached its 4Q areal capacity target in coin-cell testing. 4Q is
widely recognised as a critical milestone for practical high-energy-density
sulfur cathodes.
Financial highlights
· Total income of £0.5m (H1 FY25: £0.4m), primarily reflecting the grant
income from ARENA and APC.
· Adjusted EBITDA loss 1 (#_ftn1) of £2.4m (H1 FY25: £2.9m), driven by an
increase in total income and lower operating expenditure driven by focused
development programs and financial discipline.
· Cash at period end of £10.5m (30 June 25: £2.7m) with nil debt.
· Completion of an oversubscribed capital raise round in November 2025 of £9.9
million (net proceeds) from existing and new institutional investors
Post-period end
· Appointed Professor Rachid Yazami as a Technology Advisor to the Group, a
world leading battery technologist, who will provide strategic guidance on
battery technology development.
· NES™ Cathode Active Material (CAM) samples supplied to TDK with initial
pouch cells incorporating NES™ CAM successfully manufactured by TDK with
early test results meeting the Company's expectations.
· GEN3 CAM supplied to QinetiQ in the UK which has produced initial pouch
cells. Gelion is now equipping Gelion Europe to provide NES™ CAM to
QinetiQ so that QinetiQ can produce NES™ CAM Pouch cells.
· Complete fit-out of Analytical Suite, part of Advanced Commercial Prototyping
Centre (ACPC), co-funded by ARENA enabling Gelion to finalise specification
sheets for Gelion's NES™ CAM in the near-term.
· Active discussions are progressing with multiple global partners across a
range of applications and geographies.
· Additional grant funding £0.25 million (£0.5 million project budget
extension) secured from Australia's ARENA to accelerate CAM scale-up and
commercialisation.
John Wood, CEO of Gelion, commented:
"Gelion's ambition is clear and focussed - leadership in Sulfur battery
technology through alignment with target market and specialist applications
and global sales. We are pursuing this through a capital-light model,
leveraging our internal expertise in innovation and materials science while
building collaborations across the battery supply chain to accelerate
progress.
"Gelion is now recognised as an emerging global innovator in Sulfur battery
technology, with the potential to achieve Tier‑1 status and corresponding
value recognition through FY26-27."
For more information, please visit Next-Generation Sulfur Battery Technologies
| Gelion (https://gelion.com/) or contact:
Gelion plc via Tavistock
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)
Tavistock (Financial & Corporate PR) +44 20 7920 3150
Simon Hudson / Nick Elwes / Saskia Sizen gelion@tavistock.co.uk
Market Abuse Regulation
This announcement contains inside information for the purposes of Article 7 of
EU Regulation No. 596/2014, which forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018, as amended.
About Gelion
Gelion plc, the sulfur battery company is developing next‑generation battery
technologies that aim to accelerate the clean energy transition by delivering
sustainable, high‑performance, cost‑effective energy storage solutions.
Central to its strategy is proprietary sulfur‑based cathode active material
(CAM) technology, which uses nanoconfinement to control sulfur behaviour in
lithium‑sulfur and room‑temperature sodium‑sulfur battery architectures
Nano-Encapsulated Sulfur (NES™), addressing historical performance
limitations and enabling compatibility with standard lithium‑ion and
sodium‑ion manufacturing infrastructure. The NES™ material is being
developed with the goal of having "drop in" capability in place of alternate
cathode materials to support scalable production in existing gigafactories and
targets critical benchmarks for energy density and power performance, with
applications across electric mobility, e‑aviation, grid and stationary
storage. Gelion works with Tier One industrial partners to commercialise its
technology and deliver integrated energy storage systems that support global
decarbonisation goals.
Glossary
Ah Ampere hours. A measure of capacity stored in the cell. The larger the number
the higher the capacity.
Areal capacity The amount of charge stored per unit area of electrode surface (mAh/cm²).
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.
Recycling
Gelion is pioneering an innovative battery recycling technology, focusing on
lithium extraction and designed to enhance and supplement current recycling
methods. Our technology aims to significantly reduce the initial costs of
recycling plants, minimize waste, and lower carbon emissions, while improving
the purity of metal products and enabling efficient lithium extraction. This
advancement will allow for a broader range of scrap materials to be recycled.
Currently in the feasibility stage, Gelion is committed to advancing our
technology to a pilot-scale demonstration, paving the way for
commercialisation through material production and IP licensing.
Integration Solutions
Gelion leverages its significant integration and BMS capability to deliver
bespoke BESS for Australian customers. These BESS are currently based on
lithium-ion technology and will also include Gelion's next-generation
batteries as these become available. Gelion will deploy BESS with our
proprietary cloud-based battery monitoring system, which will provide
real-time diagnostics and alerts to maximise performance and return on
investment for our customers.
Chief Executive Officer's statement
The six months to 31 December 2025 saw Gelion make further significant
progress on its mission to establish itself as the global leader in
Sulfur-based battery materials, initially as a specialist technology and
ultimately establishing Sulfur as a mainstream cathode material alongside
Lithium Ferrous Phosphate (LFP) and Nickel Manganese Cobalt (NMC). Achieving
this mission will position Gelion at the forefront of the global battery and
energy storage industries with potential for significant commercial returns.
Today, the global cathode materials market is valued at around US$44 billion
and is projected to reach US$132 billion by 2032 2 (#_ftn2) . This market
is currently dominated by LFP and NMC chemistries, with others such as Lithium
Nickel Cobalt Aluminium (NCA), Lithium Cobalt Oxide (LCO), and Lithium
Manganese Oxide (LMO) occupying smaller specialist market percentages.
We believe we have now achieved a unique position. Our Sulfur cathode
material can be paired:
· directly with Lithium metal anodes to produce high-performance
cells,
· when pre-lithiated, can be paired with standard Graphitic anodes
and electrolytes used in Lithium-Ion cells and
· when pre-sodiated, can also be paired with standard Sodium Ion
anodes and electrolytes to achieve low-cost Room Temperature Sodium Sulfur.
All three cell types have been successfully prototyped.
The next phase focuses on evolving the process technologies to scale our
fabrication to expand our supply of materials for testing and qualification by
our market collaboration partners (TDK, QinetiQ and others), as we continue to
move forward towards commercialisation. The Company will continue to further
refine our technology.
Gelion's ambition is clear and focussed - leadership in Sulfur battery
technology through alignment with target market and specialist applications
and global sales. We are pursuing this through a capital-light model,
leveraging our internal expertise in innovation and materials science while
building collaborations across the battery supply chain to accelerate
progress.
As noted, 2025 has seen us significantly strengthen the foundations to deliver
our ambitions. In this period, we deepened collaborations with cell
manufacturing partners (TDK and QinetiQ) and technology partners (Max Planck
Institute of Colloids and Interfaces). We secured government funding in both
the UK and Australia and completed an oversubscribed £10.5 million capital
raise to strengthen our balance sheet.
Everything we are doing now is additive, delivering on our technology plan and
delivering on our commitments to our key partners (our internal capabilities,
skills, and effectiveness have also been enhanced systematically by our
leadership team as we progress). In parallel, we are now engaging very
actively across multiple applications and geographies as well as upstream
battery manufacturers and global engineering partners to support our process
development and materials fabrication programs.
In summary, 2025 set the base for 2026 to be a breakthrough year for our
Sulfur battery activities based on technical milestones and deeper market
engagement with both end-users and Tier 1 suppliers.
While our focus remains on our core Sulfur battery effort "Gelion the Sulfur
Battery Company", we also have two other areas of activity: our Integration
Solutions and our Battery Minerals recycling businesses.
The Integration Solutions business is developing a growing pipeline of
opportunities and establishing market presence through discussions with
multiple parties across a number of industries. However, given the long
approval cycles characteristic of such projects (customer, network enquiries
and regulatory approvals), we are not expecting to recognise any Integration
Solutions revenue in FY26 but anticipate that we will enter FY27 with a
diversified pipeline.
Battery Minerals (our recycling subsidiary) has made strong progress in
refining its commercial business model (attached tightly to its protected IP),
generating lab proof of efficacy and preparing to advance to the pilot stage.
Its process addresses the key industry challenge of safely managing black
mass, a potentially hazardous material when shipped due to its fluorine
content and fine particles. By removing fluorine and extracting lithium before
shipment, Battery Minerals enables shredders to reduce risk, improve value
capture and ship safe metallic residuals to standard smelters. As with our
core Sulfur efforts, Battery Minerals is actively pursuing strategic
collaborations to accelerate scale-up.
Finally, and most importantly, I want to note the exceptional efforts and
capabilities of our team - not just our leadership team, but also the full
team across Australia and the UK. They are all an inspiration every day in
terms of achievements and their commitment and attitude. I would also note
that our Board continues to be very hands on in helping us breakthrough and
create long-term shareholder value.
Outlook
Gelion is now recognised as an emerging global innovator in Sulfur battery
technology, with the potential to achieve Tier‑1 status and corresponding
value recognition through the remainder of FY26 and into FY27. Innovation
inherently carries both risk and opportunity, but through focus,
collaboration, disciplined execution, and the foundations that we have built,
Gelion is steadily mitigating risks and creating lasting opportunities for
value creation for all our stakeholders.
John Wood
CEO
2 March 2026
Chief Financial Officer's review
Overview
The first half of FY26 continued the strategic momentum established in FY25,
delivering improved financial metrics as we accelerate our transition from
technology development to commercial prototyping. Our strengthened balance
sheet provides the capacity to advance our sulfur-based battery technologies
and Integration Solutions business, strictly adhering to our disciplined,
capital-light deployment model.
Statutory losses are generally higher in the first half of the financial year
as R&D tax incentive and RDEC are only recognised at year-end. In first
half of FY26, the Group has achieved continued improvement in underlying
financial performance and meaningful strategic and operational progress.
Financial performance
Total income for the six months ended 31 December 2025 was £0.5 million (H1
FY25: £0.4 million), primarily reflecting an increase in grant income
(Australia and the UK) and the recognition of the remaining revenue from the
first Integration Solutions project.
Adjusted EBITDA loss 3 (#_ftn3) reduced to £2.4 million (H1 FY25: £2.9
million), representing a 15.8% improvement and demonstrating the benefits of
focused investment and cost discipline.
· Administrative expenses of £1.5 million (H1 FY25: £1.4 million)
were broadly flat, reflecting the Group's continued careful management of
overheads while supporting a growing footprint.
· Research and development expenditure of £1.5 million (H1 FY25:
£1.8 million). The decrease reflecting the resource allocation on the
highest-priority programs with clear commercial pathways and a strategy of
working with partners, particularly within sulfur battery development.
Non‑recurring items of £0.5 million (H1 FY25: £0.2 million), primarily
related to:
· the final deferred consideration payment in relation to OXLiD
acquisition (now Gelion Europe);
· the November 2025 equity raise and associated advisory and
regulatory costs; and
· the non-cash write off of certain patents as part of the Group's
ongoing IP portfolio review.
Balance sheet
As at 31 December 2025, total assets were £18.3 million (30 June 2025: £11.4
million), reflecting the impact of the equity raise and continued investment
in our technology platform and facilities.
· Non‑current assets of £6.9 million (30 June 2025: £7.0
million) comprised goodwill of £2.8 million, intangible assets of £3.1
million and property, plant and equipment of £1.0 million. These balances
represent the value of acquired capabilities and ongoing investment in our
R&D infrastructure in both the UK and Australia.
· Current assets increased significantly to £11.4 million (30 June
2025: £4.4 million), driven primarily by cash and cash equivalents of £10.5
million (30 June 2025: £2.7 million). Other receivables were £0.9 million
(30 June 2025: £1.7 million)
· Total liabilities remained comparatively flat at £1.3 million
(30 June 2025: £1.4 million), with current trade and other payables of £0.9
million (30 June 2025: £1.0 million) and non‑current liabilities of £0.4
million.
Net assets increased to £16.9 million at 31 December 2025 (30 June 2025:
£10.0 million), underscoring the strengthened financial position of the
Group.
The successful capital raise completed in November 2025, which delivered net
proceeds of approximately £9.9 million, has transformed our liquidity profile
and provides funding to progress our key programs through their next value
inflection points.
Outlook
Gelion enters the second half of FY26 with a strong platform built on the
strategic and operational progress achieved in 2025 and early 2026. Our focus
remains on disciplined execution by advancing our core sulfur battery
technology, expanding commercial partnerships, and underpinning growth with a
robust financial foundation.
We will continue to exercise fiscal discipline in managing our resources,
maintaining a prudent balance between cost control and targeted investment. At
the same time, we recognise the need to invest selectively to capture growth
opportunities and support our expanding commercial pipeline. These investments
include scaling up cathode active material (CAM) production capabilities to
meet partner and customer demand, acquiring advanced analytical and testing
equipment to accelerate product qualification, and strengthening internal
competencies through technology and process development.
Together, these initiatives position Gelion to deliver sustainable long‑term
value while maintaining the financial flexibility required to support our
strategic objectives.
Amit Gupta
CFO
2 March 2026
Consolidated Statement of Comprehensive Income
Six months ended 31 Dec 2025 Six months ended 31 Dec 2024
£'000 £'000
Notes Unaudited Unaudited
Revenue from contracts with customers 47 -
Other income 3 459 381
Total income 506 381
Administrative expenses 4 (1,478) (1,442)
Research and development expenditure 5 (1,476) (1,848)
Share-based payments expense 6 (182) (260)
Depreciation and amortisation (287) (303)
Operating loss before non-recurring items (2,917) (3,472)
Non-recurring items: 7
Loss on write-off of IP intangibles and disposal of property, plant and (266) (31)
equipment
Acquisition related costs (111) (78)
Capital raising costs (86) (33)
Other non-recurring costs - (27)
Total non-recurring items: 7 (463) (169)
Operating loss (3,380) (3,641)
Finance costs (3) -
Finance income 60 18
Loss on ordinary activities before taxation (3,323) (3,623)
Tax income 10 10
Loss on ordinary activities after taxation (3,313) (3,613)
Total loss for the period attributable to equity holders of the parent
Other comprehensive income:
Items that may be reclassified to profit or loss
- Exchange gains/(losses) arising on translation of foreign 163 (303)
operations
Total comprehensive loss for the period attributable to equity holders of the (3,150) (3,916)
parent
Loss per share (basic and diluted) attributable to the equity holders (pence) 8 (1.70) (2.60)
The above results relate entirely to continuing activities.
The accompanying notes form part of this financial information.
Consolidated Balance Sheet
31 Dec 2025 30 June 2025
Notes £'000 £'000
Unaudited Audited
Assets
Non-current assets
Intangible assets 5,909 6,104
Property, plant and equipment 958 874
Current assets
Cash and cash equivalents 10,516 2,661
Other receivables 9 871 1,719
Total Assets 18,254 11,358
Liabilities
Current liabilities
Trade and other payables 943 1,014
Non-current liabilities
Trade and other payables 74 72
Deferred tax liabilities 291 301
Total liabilities 1,308 1,387
Net assets 16,946 9,971
Equity
Issued capital 10 229 177
Share premium account 10 38,306 28,415
Other non-distributable reserves 10 9,240 8,895
Capital reduction reserve 10 11,194 11,194
Accumulated losses (42,023) (38,710)
Total equity 16,946 9,971
The accompanying notes form part of this financial information.
Consolidated Statement of Cash Flows
Six months ended Six months ended
31 Dec 2025 31 Dec 2024
£'000 £'000
Unaudited Unaudited
Cash flow from operating activities (Restated)*
Loss for the period before tax and exchange losses (3,323) (3,623)
Adjustments for:
- depreciation & amortisation 287 303
- net finance loss / (income) (57) (18)
- impairment of intangible assets 265 1
- loss on disposal of fixed assets 1 31
- share-based payments expense 182 260
- changes in working capital 934 1,423
Net cash used in operating activities (1,711) (1,623)
Cash flows from investing activities
Purchase of intangible assets (131) (158)
Purchase of tangible property, plant and equipment (281) (63)
Sale of property, plant and equipment 1 -
Interest received 16 17
Net cash used in investing activities (395) (204)
Cash flows from financing activities
Proceeds from issue of shares 10,500 1,710
Transaction costs in relation to issue of shares (557) (245)
Prepaid equity - 155
Repayment of leasing liabilities (15) (8)
Net cash generated from / (used in) financing activities 9,928 1,612
Net increase / (decrease) in cash held 7,822 (215)
Cash and cash equivalents at beginning of reporting period 2,661 3,792
Effect of exchange rate changes 33 (120)
Cash and cash equivalents at end of reporting period 10,516 3,457
The accompanying notes form part of this financial information.
(*) The company has reclassified Other investments - escrow account from Cash
flows from investing activities to Cash flow from operating activities for the
period of six-months ended 31 December 2024, in line with changes made to the
audited financial statements for the year ended 30 June 2025.
Consolidated Statement of Changes in Equity
Share capital Share premium Accumulated losses Capital reduction reserve Other non-distributable reserves Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 July 2024 (Audited) 136 24,487 (32,726) 11,194 8,877 11,968
Total comprehensive loss for the period - - (3,613) - (303) (3,916)
Contributions by and distributions to owners:
Prepaid equity (equity paid in advance) - - - - 155 155
Share-based payment charge - - - - 260 260
Shares issued during the period 11 1,699 - - - 1,710
Cost of shares issued - (245) - - - (245)
Balance at 31 Dec 2024 (Unaudited) 147 25,941 (36,339) 11,194 8,989 9,932
Balance at 1 Jan 2025 (Unaudited) 147 25,941 (36,339) 11,194 8,989 9,932
Total comprehensive loss for the period - - (2,371) - (253) (2,624)
Contributions by and distributions to owners:
Prepaid equity (equity paid in advance) - - - - (155) (155)
Share-based payment charge - - - - 314 314
Shares issued during the period 30 2,680 - - - 2,710
Cost of shares issued - (206) - - - (206)
Balance at 30 June 2025 (Audited) 177 28,415 (38,710) 11,194 8,895 9,971
Balance at 1 Jul 2025 177 28,415 (38,710) 11,194 8,895 9,971
(Audited)
Total comprehensive loss for the period - - (3,313) - 163 (3,150)
Contributions by and distributions to owners:
Share-based payment charge - - - - 182 182
Shares issued during the period 52 10,448 - - - 10,500
Cost of shares issued - (557) - - - (557)
Balance at 31 Dec 2025 (Unaudited) 229 38,306 (42,023) 11,194 9,240 16,946
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 which is
involved in the research and development of sulfur based battery technologies
and integration solutions;
· Gelion Europe Ltd (formerly OXLiD Ltd), a UK subsidiary which is
involved in the research and development of sulfur based battery technologies;
· Battery Minerals Ltd, a UK subsidiary which is involved in the
development of the recycling technology of lithium-ion battery; and
· OXLiD Ltd, a UK non-trading subsidiary.
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 External Services
Limited, 20 Central Avenue, St Andrews Business Park, Norwich, NR7 0HR.
The registered office has changed from Noble Street on 4 February 2026. The
registered company number is 09796512.
Gelion Plc was originally incorporated as Gelion UK Ltd. On 12 November 2021,
Gelion UK Ltd 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 interim consolidated financial statements for the period 1 July 2025 to 31
December 2025 are unaudited. The financial statements also incorporate the
unaudited figures for the interim period 1 July 2024 to 31 December 2024 and
the audited figures for the year ended 30 June 2025 (where applicable). These
interim consolidated financial statements have been prepared in accordance
with IAS 34 Interim Financial Reporting. They do not include all disclosures
that would otherwise be required in a complete set of financial statements and
should be read in conjunction with the 2025 annual report.
These interim 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 Interim Report have been subject to
rounding adjustments.
2.2 Going Concern
The interim financial statements have been prepared on a going concern basis
which assumes that the Group and Company 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.
The Company is a holding entity and therefore the going concern assessment for
the Company was performed as part of the Group's assessment.
As at 31 December 2025, the Group had cash in bank of £10.5 million.
In determining the going concern status of the business, the Directors have
reviewed the Group's cash flow
forecast for the period to 28 February 2027 ("the going concern period"),
including a reasonable 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 28 February 2027 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 28
February 2027. 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.
2.3 Earnings 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 period, adjusted for bonus elements in Ordinary Shares issued during the
period.
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.
2.4 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.
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.
This calculation is completed by the parent entity.
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
P&L 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.
2.5 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.
2.6 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.
2.7 Critical accounting judgements and key sources of
estimation uncertainty
The key sources of estimation uncertainty and critical judgements disclosed in
the annual financial statements for the year ended 30 June 2025 remain
unchanged at the interim reporting date, with the exception of the estimate
relating to the R&D tax credit.
2.7.1 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.
Both Gelion Europe Ltd and Battery Minerals are eligible to claim Research and
Development Expenditure Credit (RDEC) under the SMEs program.
The Group does not recognise a receivable for R&D tax incentive or the
RDEC at half-year and recognises this at the year-end only based on total
eligible expenditure incurred during the year. As such, no R&D tax
incentive receivable or RDEC has been recognised for the period ended 31
December 2025.
3. Other income
Six months ended 31 Dec 2025 Six months ended 31 Dec 2024
£'000
£'000
Unaudited Unaudited
Grant income 459 381
Total other income 459 381
Grant income relates to approved grant funding for Gelion Technologies Pty
Limited, Gelion Europe Ltd and Battery Minerals through the Australian
Renewable Energy Agency (ARENA), the Advanced Propulsion Centre (APC) and
Faraday Battery Challenge (FBC) programs. The grant funding is recognised on
an accrual basis and are claimed either on a monthly, quarterly or annual
basis with the funds received in the month after the claim submission.
4. Administrative Expenditure
Administrative expenditure includes non R&D personnel and related costs
(including salaries, benefits and payroll tax), regulatory and compliance,
legal and costs associated with consultancy services.
5. R&D Expenditure
R&D expenditure includes R&D & technical personnel and related
costs (including salaries, benefits and payroll tax) and costs associated with
product research, design and development.
6. 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 employee interests with
shareholders and Company goals.
A new Share Option Plan was introduced in FY23 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 at the time of 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 portion of the total expense is recognised in earlier vesting
periods and decreases in the subsequent years. This expense 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 six months period to 31 December 2025
• On 31 August 2025, 727,265 options were granted that will vest
in three equal tranches, the first anniversary is 31 August 2026, followed by
annual vesting on 31 August 2027 and 31 August 2028. 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 1 December 2025, 1,494,887 options were granted that will
vest in three equal tranches, the first anniversary is 31 August 2026,
followed by annual vesting on 31 August 2027 and 31 August 2028. 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 six months period to 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 six months period to 31 December 2024
• No options were issued during this period.
Six months ended 31 Dec 2025 Six months ended 31 Dec 2024
£'000
£'000
Unaudited Unaudited
Share-based payment expense recognised 182 260
Total share-based payment expense 182 260
Summary of movements in awards:
New Share Option Plan 2021 and prior Original Share Option Plan Unapproved Share Option Plan Weighted average exercise price
'000s Number Number £
'000s '000s
Outstanding at 1 July 2024 (Audited) 5,556 5,583 - 0.16
Granted - - - -
Forfeited - - - -
Exercised - - - -
Outstanding at 31 December 2024 (Unaudited) 5,556 5,583 - 0.16
Exercisable at 31 December 2024 (Unaudited) 2,788 5,583 - 0.21
Granted 1,821 - 1,800 0.00
Forfeited (263) - - 0.00
Exercised (29) - - 0.00
Outstanding at 30 June 2025 (Audited) 7,085 5,583 1,800 0.12
Exercisable at 30 June 2025 (Audited) 3,909 5,583 - 0.19
Granted 2,222 - - 0.00
Forfeited - - - -
Exercised (70) - - 0.00
Outstanding at 31 December 2025 (Unaudited) 9,237 5,583 1,800 0.11
Exercisable at 31 December 2025 (Unaudited) 5,452 5,583 - 0.16
The range of exercise prices for options outstanding at 31 December 2025 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 31 December 2025 was 5.41 years (2024: 5.05 years).
Of the total number of options outstanding at 31 December 2025, 11,035,318 (31
December 2024: 8,371,128) had vested and were exercisable.
7. Non-Recurring Items
Six months ended 31 Dec 2025 Six months ended 31 Dec 2024
£'000
£'000
Unaudited Unaudited
Loss on write-off of IP intangibles 265 -
Loss on disposal of property, plant and equipment 1 31
Acquisition related costs 111 78
Capital raising costs 86 33
ARENA grant application costs - 20
Agent fees relating to new premises - 7
Total non-recurring items 463 169
Non-recurring costs in the 6 month period to 31 December 25 include one-off
capital raise related expenses as well as deferred consideration relating to
the acquisition of Gelion Europe Ltd (formerly OXLiD Ltd). These have been
separately disclosed to assist the user of the financial information to
understand and compare the underlying results of the Company.
8. Loss Per Share
Six months ended Six months ended
31 Dec 2025 31 Dec 2024
Unaudited Unaudited
Loss after tax £3,313,507 £3,612,868
Weighted average number of shares (number) 192,922,306 136,446,587
Loss per share (pence) 1.7p 2.6p
The calculation of the loss per share is based on the loss for the financial
period after taxation of £3,313,000 (2024: £3,613,000) and on the weighted
average of 192,922,306 (2024: 136,446,587) Ordinary Shares in issue during the
period.
During the 6 month period to 31 December 2025, the parent company issued
52,500,000 shares as part of the capital raise in November 2025. On 18
December 2025, 69,673 shares were issued as a result of options exercised.
There were 16,620,562 share options outstanding as of 31 December 2025 (30
June 2025: 14,468,083). 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
earnings per share.
9. Other receivables
As at 31 Dec 2025 As at 30 June 2025
Unaudited Audited
R&D tax incentive / RDEC 97 1,256
Grant income 382 57
Prepayments 236 119
VAT / GST receivable 59 145
Other debtors 97 142
Total other receivables 871 1,719
R&D tax incentives are granted by the Australian Taxation Office and the
HMRC in the form of tax offsets. The key judgements applied in the recognition
of this receivable are detailed in note 2.7. The RDEC receivable at 31
December 25 relates to HMRC R&D tax offset for eligible expenditure for
the period ending 30 June 25. Grant income relates to receivables in Gelion
Technologies Pty Limited for grant funding from ARENA and Gelion Europe Ltd
for grant funding in the UK, obtained through the Faraday Battery Challenge
(FBC) and the Advanced Propulsion Centre (APC).
The Directors consider that the carrying value of other receivables
approximates to their fair value.
10. Issued Capital and Reserves
Share capital and premium
Number of shares Share Share
on issue
capital premium
Ref. £'000 £'000
Balance as at 1 July 2024 (Audited) 136,010,603 136 24,487
Shares issued during the period a 11,397,837 11 1,699
Cost of shares issued b - - (245)
Balance as at 31 Dec 2024 (Unaudited) 147,408,440 147 25,941
Shares issued during the period c 29,414,427 30 2,680
Cost of shares issued d - - (206)
Exercise of share options 28,916 - -
Balance as at 30 June 2025 (Audited) 176,851,783 177 28,415
Shares issued during the period e 52,500,000 52 10,448
Cost of shares issued f - - (557)
Exercise of share options 69,673
Balance as at 31 Dec 2025 (Unaudited) 229,421,456 229 38,306
a) On 24 December 2024, 11,397,837 new ordinary shares of £0.001 have
been issued at a price of 15 pence per share.
Transaction costs incurred in the issuing of shares in the period ended 31
December 2024 of £278,000 of which £245,000 was offset against share premium
and £33,000 was expensed.
b) On 3 January 2025, 1,033,334 new ordinary shares of £0.001 have been
issued at a price of 15 pence per share.
c) On 6 May 2025, 28,381,093 new ordinary shares of £0.001 have been
issued at a price of 9 pence per share.
Transaction costs incurred in the issuing of shares in the period ended 30
June 2025 of £263,000
of which £206,000 was offset against share premium and £57,000 was expensed.
d) On 5 November 2025, 52,500,000 new ordinary shares of £0.001 have
been issued at a price of 20 pence per share.
Transaction costs incurred in the issuing of shares in the period ended 31
December 2025 of
£643,000 of which £557,000 was offset against share premium and £86,000 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 6 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 2021, 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 29(th) November 2023, The Company completed the acquisition of 100% of
ordinary shares of Gelion Europe Ltd. The transaction consideration involved a
combination of cash and 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.
- Prepaid equity reserve
The prepaid equity reserve is used to recognise capital paid in advance of
shares issued. The Directors participated in the December 2024 capital raise
and £155,000 was received by the parent as capital paid in advance of shares
issued prior to 31 December 2024. The shares were issued on 8 January 2025 and
this contribution has therefore been recognised as prepaid equity reserve.
Other non-distributable reserves:
Share-based payment reserve Foreign currency translation reserve Merger relief reserve Prepaid Equity Total other reserves
£'000 £'000 £'000 £'000 £'000
Balance at 1 July 2024 (Audited) 6,497 (210) 2,590 - 8,877
Foreign currency translation reserve movement - (303) - - (303)
Share-based payment charge 260 - - - 260
Equity paid in advance of share issue - - - 155 155
Balance at 31 December 2024 (Unaudited) 6,757 (513) 2,590 155 8,989
Foreign currency translation reserve movement - (253) - - (253)
Share-based payment charge 314 - - - 314
Equity paid in advance of share issue - - - (155) (155)
Balance at 30 June 2025 (Audited) 7,071 (766) 2,590 - 8,895
Foreign currency translation reserve movement - 163 - - 163
Share-based payment charge 182 - - - 182
Balance at 31 December 2025 (Unaudited) 7,253 (603) 2,590 - 9,240
11. Events subsequent to period end
The directors are not aware of any events subsequent to the reporting period
that require adjustment or disclosure in the financial statements.
12. Alternative Performance Measure (APM)
The Group uses the following non-IFRS performance measure to provide
additional insight into financial performance. This measure supplements, but
does not replace, IFRS reporting and may not be directly comparable to similar
measures used by other companies.
Alternative Performance Measures (APMs) should be viewed as supplementary
information only and not in isolation.
When determining whether an item qualifies as an allowable adjustment to IFRS
measures, the Group considers items that are significant either due to their
size or nature, and that are non-recurring. To qualify as an allowable
adjustment, an item must meet at least one of the following criteria:
· It is a significant item, which may span more than one accounting
period.
· It is directly incurred as a result of an acquisition,
divestment, or arises from a major business change.
· It is unusual in nature, occurring outside the normal course of
business.
If an item meets any of these criteria, the Board, through the Audit and Risk
Committee, exercises judgment on whether it should be classified as an
allowable adjustment to IFRS performance measures.
Allowable Adjustments
The following have been defined as allowable adjustments:
a) Acquisition-related costs - Costs directly incurred in relation to
acquisitions.
b) Capital raise and ARENA grant application costs - Costs associated
with capital raising and ARENA grant applications.
c) Other non-recurring costs - Includes losses on disposal of fixed
assets, write-offs of IP intangibles, and agent fees related to new premises.
d) Share-based payments expense - non-cash expenses relating to employee
incentive schemes.
Purpose and Use
This measure provides a consistent view of underlying results derived from
core business activities. It is widely used by securities analysts, investors,
and other stakeholders to evaluate financial performance and compare
performance across periods.
Management closely monitors this measure to assess the Group's operating
performance, support financial and strategic decision-making, and better
understand underlying trends on a comparable, period-on-period basis.
Measure
1. Adjusted EBITDA loss is calculated by excluding certain costs (as
detailed in the table) from Operating loss:
Reconciliation:
Operating loss to Adjusted EBITDA loss
Six months ended Six months ended
31 Dec 2025 31 Dec 2024
£'000 £'000
Unaudited Unaudited
Operating loss (as reported) (3,380) (3,641)
Adjustments
Loss on disposal of fixed assets and write-off of IP intangibles 266 31
Depreciation and amortisation 287 303
Share-based payments expense 182 260
Acquisition related costs 111 78
Capital raising costs 86 33
Other non-recurring costs - 27
Adjusted EBITDA loss (2,448) (2,909)
2. Adjusted loss after taxation is calculated by excluding non-recurring
expenses from reported loss from ordinary activities after taxation.
Reconciliation:
Six months ended Six months ended
31 Dec 2025 31 Dec 2024
£'000 £'000
Unaudited Unaudited
Loss on ordinary activities after taxation (3,313) (3,613)
Adjustments
Loss on disposal of fixed assets and write-off of IP intangibles 266 31
Acquisition related costs 111 78
Capital raising costs 86 33
Other non-recurring costs - 27
Adjusted loss after taxation (2,850) (3,444)
1 (#_ftnref1) Adjusted EBITDA loss is a non-statutory measure and a
reconciliation to Operating loss has been disclosed in note 12.
2 (#_ftnref2)
https://www.fortunebusinessinsights.com/industry-reports/cathode-materials-market-101078
3 (#_ftnref3) Adjusted EBITDA loss is a non-statutory measure and a
reconciliation to Operating loss has been disclosed in note 12.
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