REG - hVIVO PLC - Final Results 2025
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RNS Number : 4821A hVIVO PLC 15 April 2026
hVIVO plc
("hVIVO", the "Company" or the "Group")
Final Results 2025
Integrated clinical development platform established following a year of
strategic progress
Enhanced capabilities and multi-site delivery model support sustainable growth
London, UK - 15 April 2026, hVIVO plc (AIM: HVO), a purpose-built,
full-service international clinical development partner and the world leader
in human challenge trials, announces its audited results for the year ended 31
December 2025.
Financial highlights
· Revenue of £46.8 million (2024: £62.7 million)
· Positive adjusted EBITDA of £1.4 million (2024: £16.4 million)
· Adjusted EBITDA margin of 3.0% (2024: 26.2%)
· Basic adjusted earnings per share of (0.41)p (2024: 1.69p)
· Cash of £14.3 million as at 31 December 2025 (31 December 2024: £44.2
million)
· Weighted contracted orderbook of £30 million as at 31 December 2025 (31
December 2024: £43.5 million restated**), reflecting a more diversified
revenue base with greater proportion of smaller, repeatable contracts across
four service lines, and significantly bolstered post-period end as a result of
the signed contract with Traws Pharma
*Adjusted EBITDA is stated before one off exceptional items related to
acquisitions & reorganisation costs
**Orderbook has been rebased in 2024 to provide year-on-year comparison to new
orderbook inclusion criteria
Operational highlights
· Completed synergistic acquisition of two Clinical Research Units from CRS for
€10.0 million, expanding the Group's capabilities to early-phase trial
services and diversifying therapeutic expertise to include cardiometabolic,
immunology and renal impairment studies
· Integration of CRS completed on schedule, with the business generating cash in
Q4 2025 and on track to become earnings accretive in 2026
· Completed acquisition of Cryostore, a provider of temperature-controlled
storage services, for £3.2 million, bolstering laboratory service offering
· Established four integrated service lines: Consulting, Clinical Trials, Human
Challenge Trials, and Laboratories
· Completed development of the bacterial laboratory at Canary Wharf, enabling
future bacterial HCTs
· Cross-selling opportunities materialising with first multi-site contracts
secured leveraging expanded UK and German footprint
· Validation of the world's only contemporary-strain hMPV challenge model,
supporting future vaccine and antiviral development
· Record Phase III activity delivered by Clinical Site Services, with Germany
now a preferred provider for a number of mid‑sized pharmaceutical clients
· Cidara partnership highlights strength of integrated model: supporting CD388
from proof-of-concept (via human challenge trial) through Phase IIb HCT and
Phase III, contributing to its $9.2bn sale to Merck
Post-period end highlights
· Influenza HCT contract signed with Traws Pharma to test its prophylactic
antiviral candidate using the hVIVO Influenza Human Challenge Study Model
· New unified brand identity unveiled, going forward Venn Life Sciences, CRS and
Cryostore, will all operate under the hVIVO brand
Outlook
· The Company remains in active discussions with ILiAD Biotechnologies regarding
a HCT and is finalising the agreement
· High single-digit revenue growth expected in 2026, weighted to H2
· Strong pipeline of opportunities across all four service lines with increasing
aggregate value of customer proposals continuing into 2026
· Growth initiatives coupled with operational improvements and cross-selling
opportunities provide multiple pathways to topline growth and margin
enhancement
Yamin 'Mo' Khan, Chief Executive Officer of hVIVO, said: "2025 was a year of
significant strategic progress for hVIVO. While the financial performance
reflected the anticipated transitional nature of the period, against a
backdrop of macroeconomic and sector headwinds, we have entered 2026 with a
significantly stronger integrated and diversified offering.
"Following the acquisitions of two Clinical Research Units from CRS and
Cryostore, we have expanded into new stages of clinical development and
therapeutic areas, reducing our reliance on infectious disease and human
challenge trials. This evolved strategy is already delivering results, with
our first multi-site contracts signed and growing cross-selling opportunities
across the group
"Combining international scale, proprietary infrastructure, owned clinical
research sites and in-house consulting expertise under one roof, hVIVO is more
than a CRO. We have repositioned ourselves as a purpose-built, full-service
early clinical development partner, focused on delivering high-quality data
and accelerating our client's path to clinical proof-of-concept."
Investor Presentation
Yamin 'Mo' Khan, Chief Executive Officer, and Stephen Pinkerton, Chief
Financial Officer, will provide a brief presentation with Q&A via the
Investor Meet Company platform today at 18:00 BST.
The meeting is open to all existing and potential shareholders. Questions can
be submitted at any time during the meeting. Investors can sign up to Investor
Meet Company for free and add to meet hVIVO here
(https://www.investormeetcompany.com/hvivo-plc-1/register-investor) .
Investors who already follow hVIVO on the Investor Meet Company platform will
automatically be invited.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
("MAR") EU no.596/2014. Upon the publication of this announcement via
Regulatory Information Service ("RIS"), this inside information is now
considered to be in the public domain.
For further information please contact:
hVIVO plc +44 (0)20 7756 1300
Yamin 'Mo' Khan, Chief Executive Officer
Stephen Pinkerton, Chief Financial Officer
Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker) +44 (0)20 7220 0500
Geoff Nash, Callum Davidson
Trisyia Jamaludin, Harriet Ward
Nigel Birks - Life Science Specialist Sales
Louise Talbot - Sales
Peel Hunt LLP (Joint Broker) +44 (0)20 7418 8900
James Steel, Dr Christopher Golden
Davy (Joint Broker) +353 (0) 1 679 6363
Anthony Farrell, Niall Gilchrist
ICR Healthcare (Financial PR & IR) hVIVO@icrhealthcare.com
Mary-Jane Elliott / Stephanie Cuthbert / Phillip Marriage / Louis Ashe-Jepson
Notes to Editors
hVIVO plc (https://hvivo.com/) (AIM: HVO) is a purpose-built, full-service
international clinical development partner and the global leader in human
challenge trials, serving seven of the world's ten largest biopharma
companies.
The Company has an end-to-end platform designed to bring important medicines
to patients faster: spanning preclinical strategy, first‑in‑human studies,
Phase II patient trials and specialist laboratory services, delivered through
a large participant database, wholly owned sites and laboratories across the
UK and Germany.
With a combined Group heritage of more than 100 years, hVIVO delivers an
accelerated pathway to clinical proof-of-concept through four integrated
service lines: Consulting, Clinical Trials, Human Challenge Trials, and
Laboratories.
· Consulting provides expert-led preclinical and clinical strategy,
encompassing non-clinical, clinical, CMC, pharmacokinetics, data management,
biostatistics, and regulatory support to guide trial design, execution, and
interpretation.
· Clinical Trials offers Phase I/II CRO services, Phase II/III site
services across the UK and Germany, and specialist recruitment through
FluCamp, Europe's largest recruitment database.
· Human Challenge Trials leverages hVIVO's state-of-the-art quarantine
facility in London - the largest of its kind worldwide - to deliver fast,
controlled, high-quality efficacy data through guaranteed viral exposure.
· Laboratories provides cutting-edge virology and immunology laboratory
services, including biobanking and sample storage, supporting both challenge
trials and standalone client studies.
Chair Statement
A purpose-built platform positioned for long-term growth
2025 was a year of substantial strategic progress for hVIVO amid challenging
trading conditions. After a record year in 2024, the Group was impacted by a
difficult macro trading environment across the pharmaceutical services value
chain. This affected the broader biotechnology and pharmaceutical sector,
including service partners, such as hVIVO. Against this backdrop, the business
has demonstrated resilience and successfully executed a strategic
repositioning to build on its heritage in HCTs and create the foundations of a
full-service, international, early phase clinical development partner.
This transformation creates a platform that has been purpose-built in response
to the market environment for early-stage drug development, which is
undergoing systemic structural change. Biotech and pharmaceutical companies
are facing mounting pressure to generate decisive clinical evidence faster and
more cost-effectively, yet most early-stage services remain fragmented. There
is a clear need for specialist, mid-sized partners that can both advise
clients and execute with therapeutic expertise and scientific credibility
across the drug development pathway.
hVIVO now addresses this need through four integrated service lines. Supported
by owned infrastructure, specialist expertise and a technology-led approach,
and enhanced by the Group's strategic acquisitions of CRS Mannheim & Kiel
and Cryostore, these capabilities fundamentally differentiate us from more
fragmented similar-sized peers and strengthen our strategic positioning.
In my first six months as Chair, I have been highly impressed by the strength
and depth of talent within the hVIVO team and the opportunities enabled by the
platform which the Company has built. I accepted this role recognising the
short-term challenges but excited by the long-term potential of the business
and its position as an early phase partner for biotech and pharmaceutical
clients. The critical components for realising this potential are now in
place: World-leading capabilities in HCTs; a broader service offering across
early clinical development, and expertise in therapeutic areas where
specialist service delivers premium value.
Board Evolution
We were pleased to further strengthen the Board, with the appointment of
Richard Cotton as Independent Non-Executive Director in December 2025. Richard
brings extensive Board-level and financial expertise, including experience as
Audit Chair across multiple life sciences companies.
As the Company enters its next phase of growth, Brendan Buckley has informed
the Company of his intention not to stand for re-election at the upcoming AGM.
Having co-founded the business, when it was Open Orphan, in 2017 and served on
the Board since inception, Brendan has played a central role in the Group's
development. On behalf of the Board, I would like to thank him for his
significant contribution and commitment and wish him well for the future.
Dividends
The Board has taken the decision not to pay a nominal dividend for 2025,
reflecting our focus on reinvestment to support near-term growth initiatives
and operational priorities.
Long-term growth prospects
The integrated service offering brings a greater breadth of opportunities set
against a supportive medium-to-long term market backdrop. There is an
important future for HCTs, with regulators increasingly prioritising robust
early evidence of efficacy, creating favourable conditions for HCTs to play a
larger role in development pathways.
The infrastructure is now in place to support long-term growth. As a result of
the investments in the Company, the contribution of the CRS and Cryostore
acquisitions and the continued execution of the service diversification
strategy, the Board expects to return high single digit revenue growth in
2026.
I would like to take this opportunity on behalf of the Board to thank all of
the very talented people within hVIVO for their dedication and commitment.
Without their professionalism, expertise and resilience, the Company would not
have been able to respond to the challenges and progress the strategic
transformation that has positioned hVIVO for sustainable growth.
Shaun Chilton
Chair
14 April 2026
CEO Statement
Strategic Transformation
hVIVO completed an important strategic repositioning in 2025. External
macroeconomic developments, particularly in the US, materially disrupted the
infectious disease market and led to significant Human Challenge Trial (HCT)
cancellations. Against this backdrop, management remained focused on
strengthening the Group's long-term platform and resilience, entering 2026
with a much stronger and more diversified offering.
Revenue for the year was £46.8m (2024: £62.7m), reflecting the impact of a
number of cancelled HCT studies. Acquisitions completed at the beginning of
the year contributed revenues of £13.1m and were undertaken deliberately to
diversify the Group's capabilities and reduce reliance on a single market
segment. These acquisitions broaden the Group's service offering and position
hVIVO for more sustainable growth over the medium term.
Despite the revenue shortfall, the Group delivered positive adjusted EBITDA of
£1.4m (2024: £16.4m). This reflects disciplined cost management and the
benefit of contractual cancellation fees with minimal associated variable
costs. As expected, the acquired businesses generated a net adjusted EBITDA
loss of £1.4m in their first year of ownership. Integration progressed in
line with our plan, with clinical sites and supporting services aligned
operationally and commercially. The acquisitions are expected to contribute
positively to earnings in the current financial year.
The Group's year end cash position was £14.3m (2024: £44.2m). The reduction
reflects the strategic deployment of capital on acquisitions and lower
activity in the core HCT business, driven by a lower level of new contract
awards during the year. Liquidity has remained under close review throughout
the period, which has also influenced the Board's view on dividends pending a
normalisation of market conditions. With the acquired businesses expected to
be both profitable and cash generative in 2026, alongside early signs of
stabilisation in HCT demand, the Group is well positioned to deliver high
single digit revenue growth, rebuild cash balances and improve financial
performance.
During the year, we successfully integrated our strategic acquisitions, CRS
and Cryostore, and following our recent rebrand, now operate under a single
unified brand, hVIVO, with the end-to-end platform delivered through wholly
owned sites and laboratories across the UK and Germany. This single-partner
model is designed to reduce complexity for sponsors, improve execution
certainty and accelerate the transition from Phase I to Phase II, a critical
inflection point in drug development.
A new operating model
Following the acquisitions, hVIVO operates as four integrated service lines:
Consulting
hVIVO's consulting capability provides early stage scientific, regulatory and
development strategy support across the drug development lifecycle, enabling
clients to design robust programmes and generate decision ready data from the
outset. The Group's consulting services draw on more than 30 years of
experience in early drug development, regulatory strategy, clinical
pharmacology and biostatistics.
Consulting teams support sponsors from preclinical planning through to
clinical proof-of-concept, advising on target selection, translational
strategy, dose rationale, study design, endpoint selection, and regulatory
engagement. This includes nonclinical and clinical development strategy,
Chemistry, Manufacturing and Controls (CMC), pharmacokinetics and modelling,
data management and statistical analysis, as well as regulatory pathway
planning across major jurisdictions.
Clinical Trials
hVIVO provides specialist early phase clinical trial services through owned
and controlled clinical research sites, supporting studies from First-in-Human
through to Phase II and selected Phase III programmes. The Group's clinical
trial offering includes full Phase I and II CRO services, complemented by
Phase II and III site services delivered within hVIVO's facilities.
This model enables greater operational control, reduced variability and
accelerated timelines compared to traditional CRO approaches that rely on
fragmented third-party site networks. Integrated recruitment capabilities,
including specialist participant databases (via Flucamp in the UK and
Probandeninfo in Germany) and dedicated recruitment infrastructure, support
reliable enrolment across healthy volunteers, patient populations and
specialist cohorts.
Human Challenge Trials
Human challenge trials remain a core and differentiating capability of hVIVO.
The Group is a global leader in the development and execution of human
challenge trials, enabling the rapid and controlled evaluation of vaccines and
therapeutics by deliberately exposing healthy volunteers to well characterised
pathogens under carefully controlled conditions.
These models allow sponsors to assess efficacy, biological response and dose
selection earlier and more efficiently than traditional field-based studies.
In 2025, hVIVO continued to expand its portfolio of commercially available
challenge models, reinforcing its leadership across respiratory and infectious
diseases and supporting a growing range of vaccine and antiviral programmes.
Laboratories
hVIVO's laboratory services provide specialist virology, immunology and
biomarker analysis to support early phase clinical development, human
challenge trials and standalone laboratory programmes. These services include
assay development, sample analysis and data interpretation, delivered within
laboratories closely integrated with clinical operations.
The Group is also developing its laboratory capabilities as a standalone
engine of value, providing services to third party clinical trials and
research programmes. This includes biobanking and long-term biological sample
storage, supported by the integration of Cryostore, a specialist provider of
high quality, temperature-controlled storage solutions for clinical and
biological materials.
Together, these four service lines form an integrated early phase ecosystem
designed to generate high quality human data, reduce development risk and
enable faster, more confident decision making for sponsors.
This structure reflects our evolution from a specialist human challenge trial
provider into a full-service early clinical development partner capable of
supporting clients from preclinical strategy through to Phase III site
services.
Operational progress
The integration of CRS has been completed on schedule, and we have realised
meaningful synergies across the Group. CRS generated cash in Q4 2025 and
remains on track to become earnings accretive in 2026. Importantly, the
cross-selling opportunities we anticipated are beginning to materialise.
Consulting's methodologists are now supporting Phase I proposals at CRS, and
we have secured our first multi-site contracts leveraging our expanded UK and
German footprint. CRS has also become a preferred provider for multiple
mid-sized pharma clients, with proposals-to-contract conversion rates
improving year-on-year compared with 2024.
The strategic rationale for our acquisitions has been validated through
operational delivery. During the year hVIVO conducted record Phase III site
study work, demonstrating the quality and capability of the team. Our expanded
therapeutic expertise now includes cardiometabolic disease, immunology and
renal impairment studies, significantly increasing our addressable market.
Approximately 30% of CRS contract wins in 2025 were in cardiometabolic
diseases, reflecting strong industry demand in this high-growth area.
Our partnership with Cidara illustrates the strength of our integrated model
and recruitment capabilities. We supported the development of Cidara's
influenza antiviral candidate CD388 from early proof-of-concept through Phase
IIb, including delivery of a human challenge trial, and as both a major
clinical site and the central virology laboratory for its Phase IIb field
study, during which we screened over 1,100 participants and dosed 817 within
six weeks. hVIVO is also serving as the central virology lab for Cidara's
Phase III programme for CD388. Following positive Phase IIb results, MSD
acquired Cidara for approximately $9.2 billion, validating the value of our
integrated model in accelerating drug development and supporting high-value
outcomes.
Our bacterial laboratory fit out at Canary Wharf was completed during the year
and is now operational, positioning us to support future bacterial human
challenge trials and standalone laboratory contracts. Additionally, positive
data from the final stage of our hMPV characterisation study confirmed our
contemporary-strain hMPV human challenge model is now ready for vaccine and
antiviral trials.
The Company remains in active discussions with ILiAD Biotechnologies regarding
a pivotal Phase III HCT to assess BPZE1, ILiAD's whooping cough vaccine
candidate and is currently finalising this agreement. We will provide a
further update in due course.
Outlook
The progress achieved in 2025 has created a strong foundation for sustainable
growth and we enter 2026 with guidance for high single-digit revenue growth.
Following a review towards the end of 2025, we have adapted our reporting to
provide greater transparency on our contract pipeline. Going forwards, only
full Clinical Trial Agreements (CTAs) will be announced and included in our
orderbook, instead of Start-Up Agreements (SUAs), where there remains a higher
risk of trial cancellations. This will provide the Company and investors with
greater clarity and certainty on contracted studies and forward guidance.
The Group entered 2026 with an orderbook of £30 million, with a more
diversified revenue base than in prior periods. The orderbook now contains a
greater proportion of smaller, repeatable contracts across our four service
lines, rather than reliance on a small number of large HCT contracts. This
shift supports more predictable revenue growth over time. Following the
recently announced contracts with Traws Pharma, the orderbook has been
significantly bolstered.
We are encouraged by the strength and breadth of our sales pipeline across all
four service lines. The trend of increasing aggregate value of customer
proposals has continued into 2026, providing a positive indicator for
medium-term revenue growth. We have seen improved conversion rates at CRS
year-on-year versus 2024, and cross-selling opportunities between Clinical
Site Services and Consulting continue to materialise.
We have identified three key growth initiatives, which all leverage existing
infrastructure and capacity:
· Expand our cardiometabolic specialism; including obesity and
diabetes, supported by increasing industry investment and demand for
early-stage expertise in complex indications;
· Broaden our respiratory portfolio beyond viral disease into
asthma and COPD, across both challenge and non-challenge studies; and
· Scale laboratory services as a standalone growth driver;
supported by increasing Phase I and II demand and recent commercial traction.
These initiatives, combined with the operational improvements and
cross-selling opportunities, provide multiple pathways to revenue growth and
margin gains.
hVIVO is more than a CRO. We are a purpose-built, expert-led partner
delivering an accelerated pathway to clinical proof-of-concept through
decisive, high-quality data generation. Our integrated model enables clients
to work with one expert partner under a single contract, reducing handoffs,
accelerating timelines and enabling evidence-led progression decisions that
reduce risk and improve capital efficiency. By addressing some of the most
complex challenges in drug development, hVIVO is well positioned to help bring
important medicines to patients faster.
Dr Yamin 'Mo' Khan
CEO
14 April 2026
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
2025 2024
Note £'000 £'000
Operations
Revenue, from contracts with customers 4 46,773 62,725
Other operating income 5 2,887 3,492
Direct project and administrative costs 6 (48,239) (49,802)
EBITDA before exceptional items 1,421 16,415
Depreciation & amortisation 15, 16 ,18 (4,657) (3,559)
Exceptional items 6 (1,410) -
Operating (loss)/profit (4,646) 12,856
Net finance income 10 136 462
Share of loss of associate using equity method - (29)
(Loss)/profit before income tax (4,510) 13,289
Income tax charge 11 (1,483) (2,637)
(Loss)/profit for the period (5,993) 10,652
(Loss)/profit for the period is attributable to:
Shareholders (5,993) 10,652
Other comprehensive income
Items that will not be subsequently reclassified to income statement:
Currency translation differences 24 219
Total comprehensive (loss)/income for the period (5,969) 10,871
Earnings per share attributable to shareholders during the period:
Basic earnings per share 12 (0.87)p 1.57p
Diluted earnings per share 12 (0.87)p 1.55p
Adjusted earnings per share attributable to shareholders during the period:
Basic adjusted earnings per share 12 (0.41)p 1.69p
Diluted adjusted earnings per share 12 (0.41)p 1.67p
All activities relate to continuing operations.
The notes following the financial statements are an integral part of these
financial statements.
Consolidated and Company Statements of Financial Position
As at 31 December 2025
Group Group Company Company
2025 2024 2025 2024
Note £'000 £'000 £'000 £'000
Assets
Non‐current assets
Goodwill 14 13,901 5,600 - -
Intangible assets 15 4,960 101 - -
Property, plant and equipment 16 7,674 7,500 - -
Investments in subsidiaries 17 - - 27,768 22,377
Right-of-use assets 18 14,073 11,801 - -
Deferred tax asset 11 2,282 3,662 - -
Total non‐current assets 42,890 28,664 27,768 22,377
Current assets
Inventories 19 691 804 - -
Trade and other receivables 20 13,937 15,245 6,755 1,573
Cash and cash equivalents 21 14,297 44,180 97 42
Total current assets 28,925 60,229 6,852 1,615
Total assets 71,815 88,893 34,620 23,992
Equity attributable to owners
Share capital 27 687 680 687 680
Share premium account 28 520 516 520 516
Merger reserves 28 (6,856) (6,856) (2,241) (2,241)
Foreign currency reserves 28 1,552 1,528 2,014 2,014
Retained earnings 42,256 48,807 10,899 19,570
Total equity 38,159 44,675 11,879 20,539
Liabilities
Non‐current liabilities
Lease liabilities 18 12,298 10,391 - -
Provisions 23 2,543 1,912 - -
Deferred tax liability 11 1,081 - - -
Total non‐current liabilities 15,922 12,303 - -
Current liabilities
Trade and other payables 22 14,463 29,405 22,741 3,453
Lease liabilities 18 2,489 2,510 - -
Provisions 23 782 - - -
Total current liabilities 17,734 31,915 22,741 3,453
Total liabilities 33,656 44,218 22,741 3,453
Total equity and liabilities 71,815 88,893 34,620 23,992
The notes following the financial statements are an integral part of these
financial statements.
The financial statements were approved and authorised for issue by the Board
on 14 April 2026.
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the parent Company's Statement of
Comprehensive Income. The loss for the parent Company for the year was
£8,113,000 (2024: loss of £1,878,000).
Consolidated and Company Statement of Changes in Shareholders' Equity
For the year ended 31 December 2025
Share capital Share premium Merger reserve Foreign currency reserve Retained earnings Total
Group £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2024 680 516 (6,856) 1,309 38,677 34,326
Changes in equity for the year ended 31 December 2024
Profit for the year - - - - 10,652 10,652
Currency differences - - - 219 - 219
Total comprehensive income for the year - - - 219 10,652 10,871
Transactions with the owners
Share based payments (note 29) - - - - 836 836
Dividends paid - - - - (1,358) (1,358)
Total contributions by and distributions to owners - - - - (522) (522)
At 31 December 2024 680 516 (6,856) 1,528 48,807 44,675
Changes in equity for the year ended 31 December 2025
Profit for the year - - - - (5,993) (5,993)
Currency differences - - - 24 - 24
Total comprehensive income for the year - - - 24 (5,993) (5,969)
Transactions with the owners
Share based payments (note 29) - - - - 814 814
Shares issued 7 4 - - - 11
Dividends paid - - - - (1,372) (1,372)
Total contributions by and distributions to owners 7 4 - - (558) (547)
At 31 December 2025 687 520 (6,856) 1,552 42,256 38,159
Share capital Share premium Merger reserve Foreign currency reserve Retained earnings Total
Company £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2024 680 516 (2,241) 2,014 21,970 22,939
Changes in equity for the year ended 31 December 2024
Loss for the year - - - - (1,878) (1,878)
Share based payments (note 29) - - - - 836 836
Dividends paid - - - - (1,358) (1,358)
Total contributions by and distributions to owners - - - - (2,400) (2,400)
At 31 December 2024 680 516 (2,241) 2,014 19,570 20,539
Changes in equity for the year ended 31 December 2025
Loss for the year - - - - (8,113) (8,113)
Share based payments (note 29) - - - - 814 814
Shares issued 7 4 - - - 11
Dividends paid - - - - (1,372) (1,372)
Total contributions by and distributions to owners 7 4 - - (8,671) (8,660)
At 31 December 2025 687 520 (2,241) 2,014 10,899 11,879
Consolidated and Company Statement of Cash Flows
For the year ended 31 December 2025
Group Group Company Company
2025 2024 2025 2024
Note £'000 £'000 £'000 £'000
Cash used in operations
(Loss)/profit before income tax (4,510) 13,289 (8,113) (1,651)
Adjustments for:
- Depreciation & amortisation 6 4,657 3,559 - -
- Impairment charges 16, 18, 19 284 - 5,717 -
- Net finance income 10 (136) (462) (289) 226
- Share based payment charge 29 814 836 504 -
- Share of associate loss - 29 - -
Changes in working capital:
- Increase/(decrease) in provisions 508 (326) - -
- Decrease/(increase) in trade and other receivables 3,072 (1,444) (4,580) 336
- Decrease/(increase) in inventories 23 (378) - -
- (Decrease)/increase in trade and other payables (18,510) (4,755) 19,289 206
Cash (used in)/generated from operating activities (13,798) 10,348 12,528 (883)
Income tax paid 33 (620) (12) - -
Net cash (used in)/generated from operating activities (14,418) 10,336 12,528 (883)
Cash flow from investing activities
Purchase of property, plant and equipment 16 (1,397) (2,416) - -
Purchase of intangible assets 15 (32) (44) - -
Acquisition of subsidiaries, net of cash acquired 13 (10,474) - - -
Investments in subsidiaries 17 - - (11,107) -
Interest received 1,038 1,800 1 2
Net cash used in investing activities (10,865) (660) (11,106) 2
Cash flow from financing activities
Lease payments 18 (3,198) (984) - -
Dividends paid 30 (1,372) (1,358) (1,372) (1,358)
Proceeds from issue of shares 27 11 - 11 -
Finance costs (23) (63) - -
Net cash used in financing activities (4,582) (2,405) (1,361) (1,358)
Net (decrease)/increase in cash and cash equivalents (29,865) 7,271 61 (2,239)
Cash and cash equivalents at beginning of period 44,180 36,973 42 2,281
FX translation (18) (64) (6) -
Cash and cash equivalents at end of period 14,297 44,180 97 42
Notes to the financial statements
For the year ended 31 December 2025
1. Presentation of the financial statements
Description of business
hVIVO plc Group is a specialist early clinical services group, providing
services from early phase pre clinical consultancy through to Phase II trials,
supporting drug development and is the world leader in the testing of vaccines
and antivirals using human challenge clinical trials.
hVIVO plc (the "Company") is a company incorporated in England and Wales. The
Company is a public limited company, limited by shares, listed on the AIM
market of the London Stock Exchange.
Basis of preparation
The financial statements have been prepared in accordance with the Group's
accounting policies approved by the Board and described in Note 2, 'Summary of
significant accounting policies'. Information on the application of these
accounting policies, including areas of estimation and judgement is given in
Note 3, 'Critical accounting estimates and judgements'. The preparation of the
financial statements in conformity with generally accepted accounting
principles requires management to make estimates that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
The financial statements have been prepared in accordance with UK adopted
international accounting standards (IFRS), and with those parts of the
Companies Act 2006 applicable to companies reporting under IFRS. Figures are
presented in thousands of pounds sterling (£'000), unless otherwise
indicated.
These financial statements comprise the accounts of hVIVO plc and its
subsidiaries (the "Group") for the year ended 31 December 2025. A list of
subsidiaries is set out in note 17.
Parent company financial statement
The financial statements of the parent company, hVIVO plc, have been prepared
in accordance with UK adopted international accounting standards (IFRS), and
with those parts of the Companies Act 2006 applicable to companies reporting
under IFRS.
Going concern
The financial statements have been prepared using the historical cost
convention modified by the revaluation of certain items, as stated in the
accounting policies, and on a going concern basis. The Directors have prepared
forecasts including cash and working capital, extending for at least 12 months
from the signing of these financial statements, and consider the use of the
going concern basis to be appropriate.
2. Summary of significant accounting policies
Consolidation
Entities over which the Group has the power to direct the relevant activities
so as to affect the returns to the Group, generally through control over the
financial and operating policies, are accounted for as subsidiaries. Where the
Group has the ability to exercise significant influence over entities, they
are accounted for as associates. Interests acquired in entities are
consolidated from the date the Group acquires control and interests sold are
de‐consolidated from the date control ceases.
Transactions and balances between subsidiaries are eliminated and no profit
before tax is taken on sales between subsidiaries until the products are sold
to customers outside the Group. The relevant proportion of profits on
transactions with associates is also deferred until the products are sold to
third parties.
Associates
Investments in associates are accounted for using the equity method of
accounting, after initially being recognised at cost less any fair value
adjustment. There were no such investments during the year or at year end.
New and revised accounting standards and amendments effective for the current
period
The Group has adopted the following amendments to IFRS Accounting Standards,
with no material impact to the Group in the year ended 31 December 2025:
· Lack of Exchangeability - Amendments to IAS 21
New accounting standards, amendments and interpretations not yet effective,
and which have not been early adopted
IFRS 18 - Presentation and Disclosure in Financial Statements becomes
effective for reporting periods starting 1 January 2027. The Board is still
assessing the potential impact of IFRS 18. Although the adoption of IFRS 18
will have no impact on the Group's profit after taxation, there will be an
impact on presentation of the primary financial statements and certain
disclosures.
Other standards and amendments that are effective for subsequent reporting
periods beginning on or after 1 January 2026 and have not been early adopted
by the Company are not expected to have a significant impact on the Financial
Statements in the period of initial application and therefore detailed
disclosures have not been provided.
Presentational change to the Statement of Cash Flows
For the year ended 31 December 2025, the impact of Other operating income
(mainly R&D tax credits) on the Statement of Cash Flows is no longer shown
separately. In previously published financial statements, R&D tax credit
cash received was shown in a separate line on the Statement of Cash Flows.
This presentational change is more aligned with peers. The prior year
Consolidated Statement of Cash Flows has been updated to reflect this change
of presentation.
Foreign currency translation
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the functional currency). The consolidated financial
statements are presented in pounds sterling, which is the functional and
presentation currency of the main operating entities.
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions where
items are re‐measured. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year‐end
exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the Statement of Comprehensive Income within
'direct project and administrative expenses', except when deferred in other
comprehensive income as qualifying cash flow hedges and qualifying net
investment hedges.
The results and financial position of all the Group entities (none of which
has the currency of a hyper‐inflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentational currency as follows:
· assets and liabilities presented are translated at the closing rate
at the date of that reporting period;
· income and expenses are translated at average exchange rates; and
· all resulting exchange differences are recognised in other
comprehensive income.
On consolidation, exchange differences arising from the translation of the net
investment in foreign operations are taken to other comprehensive income. When
a foreign operation is partially disposed of or sold, exchange differences
that were recorded in equity are recognised in the Statement of Comprehensive
Income as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate.
Segmental reporting
Operating segments are reported in a manner consistent with the internal
monthly management reporting provided to the chief operating decision‐makers
(CODM). The CODM have been identified as the Executive Directors and
Non‐Executive Chair.
Internal management reporting provided to the CODM is on a consolidated basis.
Management therefore considers the Group to be one business unit and therefore
one reporting segment for disclosure in these financial statements.
Revenue from contracts with customers
The Group enters into fixed‐price and variable-price contracts with
customers. Revenue is recognised at an amount that reflects the consideration
to which the Group expects to be entitled in exchange for the goods or
services. Under IFRS 15 Revenue from Contracts with Customers ('IFRS 15'), a
clinical trial service is a single performance obligation. Revenue is
recognised as the single performance obligation is satisfied. The progress
towards completion is measured based on a combination of several input
measures including project costs and hours incurred as a proportion of total
project costs and hours at each reporting period.
Payment terms tend to vary between 30 and 60 days.
Provisions for losses to be incurred on contracts are recognised in full in
the period in which it is determined that a loss will result from the
performance of the contractual arrangement.
The difference between the amount of revenue from contracts with customers
recognised and the amount invoiced on a particular contract is included in the
Statement of Financial Position as either deferred income or accrued income.
Amounts become billable in advance upon the achievement of certain milestones,
in accordance with pre‐agreed invoicing schedules included in the contract
or on submission of appropriate detail. Any cash payments received as a result
of this advance billing are not representative of revenue earned on the
contract as revenues are recognised over the period during which the specified
contractual obligations are fulfilled. Amounts included in deferred income are
expected to be recognised within one year and are included within current
liabilities.
In the event of contract termination, if the value of work performed and
recognised as revenue from contracts with customers is greater than aggregate
milestone billings at the date of termination, cancellation clauses provide
for the Group to be paid for all work performed to the termination date.
Other operating income (mainly research & development tax credits)
R&D tax credits are government backed tax incentives that allow companies
to claim back some of the costs they have incurred on research, development
and innovation. Credits which are taxable receipts are shown in other
operating income. Credits which reduce the amount of income tax due are
included in the income tax charge/(credit).
Interest income
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable.
Exceptional items
These are items of an unusual or non‐recurring nature incurred by the Group
and include transactional costs and one‐off items relating to business
combinations, such as acquisition expenses, restructuring and redundancy
costs.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated
depreciation and any provision for impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the asset and
bringing the asset to its working condition for its intended use.
All other repairs and maintenance are charged to the Statement of
Comprehensive Income during the financial period in which they are incurred.
Depreciation on assets is calculated using the straight‐line method to
allocate asset cost to its residual value over its estimated economic useful
life, as follows:
· Leasehold improvements the expected life of the
lease, three to ten years
· Plant & machinery four years
· Fixtures &
fittings three to ten
years
The assets' residual values and useful economic lives are reviewed annually,
and adjusted if appropriate, at the end of each reporting period.
An asset's carrying value is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount.
Gains and losses on the disposal of assets are determined by comparing the
sale proceeds with the carrying amount and are recognised in direct project
and administrative costs in the Statement of Comprehensive Income.
Goodwill
Goodwill arises in a business combination and is the excess of the
consideration transferred to acquire the business over the underlying fair
value of the net identified assets acquired. Goodwill is not amortised but is
tested for impairment at least annually and upon the occurrence of an
indication of impairment. The Group tests for impairment on a single cash
generating unit basis.
Intangible assets
Intangible assets are stated at cost less accumulated amortisation and
impairment losses. Useful lives of intangibles are reviewed and adjusted if
appropriate at each reporting date. Amortisation is charged to the Statement
of Comprehensive Income on a straight-line basis over the estimated useful
lives of intangible assets, as follows:
· Customer relationships four to nine years
· Software and other three to five years
Impairment of non‐financial assets
Assets that have an indefinite life such as Goodwill are not subject to
amortisation and are tested annually for impairment. Assets that are subject
to amortisation 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 carrying amount
exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less costs to
sell and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre‐tax discount rate
that reflects current market assessments of the time value of money and the
risks specific to the asset for which the estimates of future cash flows have
not been adjusted.
Impairment of goodwill is not reversed. For other intangible assets, where
an impairment loss subsequently reverses, the carrying amount of the asset is
increased to the revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that would have
been determined had no impairment loss been recognised.
Leases
The Group recognises right-of-use assets under lease arrangements in which it
is the lessee, except for short-term leases (defined as leases with a lease
term of 12 months or less) and leases of low value assets, which are charged
to the Statement of Comprehensive Income as incurred. Right-of-use assets
owned by third parties under lease agreements are capitalised at the inception
of the lease and recognised in the Statement of Financial Position. The
corresponding liability to the lessor is recognised as a lease liability. The
carrying amount is subsequently increased to reflect interest on the lease
liability and reduced by lease payments made.
In calculating the present value of lease payments, the Group uses the
incremental borrowing rate at the lease commencement date if the interest rate
implicit in the lease is not readily determinable.
Finance costs are charged to the Statement of Comprehensive Income so as to
produce a constant periodic rate of charge on the remaining balance of the
lease liabilities for each accounting period.
If modifications or reassessments of lease obligations occur, the lease
liability and right-of-use asset are remeasured.
Inventories
Inventories are reported at the lower of cost (purchase price and/or
production cost) and net realisable value. Net realisable value is the
estimated selling price in the ordinary course of business, less estimated
costs of completion and applicable variable selling expenses.
The Group recognises specific costs of developing a new challenge model virus
as Virus inventory once technical and commercial feasibility are certain.
Costs of development prior to confirmed feasibility are expensed as incurred.
Financial instruments
Financial assets
The financial assets of the Group consist of trade receivables, other
receivables, accrued income and cash and cash equivalents. The Group's
financial assets are measured at amortised cost. The measurement basis is
determined by reference to both the business model for managing the financial
asset and the contractual cash flow characteristics of the financial asset. A
lifetime expected credit loss (ECL) allowance is recorded on initial
recognition of a financial asset. If there is subsequent evidence of a
significant increase in the credit risk of an asset, the allowance is
increased to reflect the full lifetime ECL. If there is no realistic prospect
of recovery, the asset is written off. ECLs are recognised in the Statement of
Comprehensive Income.
Cash and cash equivalents
Cash and short‐term deposits in the Statement of Financial Position comprise
cash at bank and in hand and short‐term deposits with an original maturity
of less than three months.
Financial liabilities
The financial liabilities of the Group consist of trade payables, other
payables, accrued expenses and lease liabilities. The Group's financial
liabilities are measured at amortised cost.
Current and deferred income tax
The tax expense comprises current and deferred tax. Tax is recognised in the
Statement of Comprehensive Income, except to the extent that it relates to
items recognised in other comprehensive income where the associated tax is
also recognised in other comprehensive income.
The current income tax charge is calculated on the basis of the tax laws
enacted at the reporting period date in the countries where the Company and
its subsidiaries operate and generate taxable income. Management evaluates
positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation and establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax
authorities.
Deferred tax assets are recognised for all deductible temporary differences,
carry‐forward of unused tax assets and tax losses, to the extent that they
are regarded as recoverable. They are regarded as recoverable where, on the
basis of available evidence, there will be sufficient taxable profits against
which the future reversal of the underlying temporary differences can be
deducted.
The carrying value of the amount of deferred tax assets is reviewed at each
reporting period date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all, or part, of the
tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply to the year when the asset is realised or the liability is
settled, based on the tax rates (and tax laws) that have been substantively
enacted at the reporting period date.
Share capital
Ordinary Shares and Deferred Shares are classified as equity. Proceeds in
excess of the nominal value of shares issued are allocated to the share
premium account and are also classified as equity. Incremental costs directly
attributable to the issue of new Ordinary Shares or options are deducted from
the share premium account.
Employee benefits
Pension obligations - defined contribution
Group companies operate a pension scheme with defined contribution plans,
under which the Group pays fixed contributions into a separate entity with the
pension cost charged to the Statement of Comprehensive Income as incurred.
The Group has no further obligations once the contributions have been paid.
Pension obligations - defined benefit
The Group provides benefits under defined benefit pension schemes. The defined
benefit obligation represents the present value of the defined benefit
obligation at the reporting date. The defined benefit obligation is calculated
annually using the projected unit credit method and is discounted using market
yields on high‑quality corporate bonds with maturities consistent with the
expected duration of the obligations.
Remeasurements, comprising actuarial gains and losses, are recognised
immediately in other comprehensive income and are not reclassified to profit
or loss.
Service cost is recognised in operating profit within administrative expenses.
Net interest on the net defined benefit obligation is recognised in finance
income or costs.
Share‐based payment
Where equity-settled share options and warrants are awarded to Directors and
employees, the fair value of the options and warrants at the date of grant is
charged to the Statement of Comprehensive Income over the vesting period and
the corresponding entry recorded in the share‐based payment reserve.
Non‐market vesting conditions are reflected by adjusting the number of
equity instruments expected to vest at each reporting date so that, the
cumulative amount recognised over the vesting period is based on the number of
options that eventually vest.
3. Critical accounting estimates and judgements
In the process of applying the Group's accounting policies, management has
made accounting judgements in the determination of the carrying value of
certain assets and liabilities. Due to the inherent uncertainty involved in
making assumptions and estimates, actual outcomes may differ from those
assumptions and estimates. The following judgements have the most significant
effect on the amounts recognised in the financial statements.
(a) Impairment of goodwill and cost of investments and
associates
The Group tests annually whether goodwill has suffered any impairment, in
accordance with the accounting policy stated in note 2. The recoverable amount
of the cash‐generating unit has been determined based on value‐in‐use
calculations. These calculations require the use of estimates as set out in
note 14 Goodwill. In addition, the Group has also considered the impairment of
the investments in subsidiary undertakings and associates as set out in note
17 Investments in subsidiaries and associates. During the year ended 31
December 2025, due to the Group's plans to move operations out of Ireland, the
Company fully impaired its investment in Open Orphan DAC, recognising an
impairment charge of £5,716,000.
(b) Impairment of intra-group receivables (Company only)
Trade and other receivables are carried at the contractual amount due less any
estimated provision for non‐recovery. Provision is made based on a number of
factors including the age of the receivable, previous collection experience
and the financial circumstances of the counterparty. During the year ended
31 December 2025, the assessment of intra-Group receivables lead to a net
impairment charge of £14,000, which included a reversal of previously
impaired balances. The recoverability of intra-Group balances will be
reassessed at each reporting period.
(c) Deferred tax assets
Deferred tax assets are only recognised to the extent that it is probable that
future taxable profits will be available against which deductible temporary
differences can be utilised. See note 11. In the current and prior years,
only losses relating to hVIVO Services Ltd have been recognised as a deferred
tax asset. Deferred tax assets in subsidiaries other than hVIVO Services Ltd
have only been recognised to the extent that they reduce a deferred tax
liability with the right to offset within the same jurisdiction.
(d) Revenue
Estimates of revenues, costs or extent of progress toward completion are
revised if circumstances change. Any resulting increases or decreases in
estimated revenues or costs are reflected in profit or loss in the period in
which the circumstances that give rise to the revision become known by
management. At each period end, management reviews each material individual
contract to assess whether any anticipated losses should be recognised
immediately.
(e) Virus inventory
In valuing virus inventory, management is required to make assumptions in
relation to the future commercial use of the inventory, which is primarily for
external client revenue engagements. This includes consideration of both the
current business pipeline and management's estimates of the future virus
requirements, based on its significant knowledge and experience in the field
of virology.
(f) Research and development tax credits
The Group's research and development tax credits claims in its various
jurisdictions are complex and require management to make assumptions, with
appropriate external tax advice, in building the methodology for the claim,
interpreting research and development tax legislation in relation to the
Group's specific circumstances, and agreeing the basis of the Group's tax
computations with relevant Tax Authorities.
(g) Leasehold provisions
Provisions for dilapidations and onerous lease commitments are recognised when
the Group has a present or constructive obligation as a result of past events.
The recognition of provision requires management to make best estimates of the
consideration required to settle the present obligation at the end of the
reporting period, taking into account the risks and uncertainties surrounding
the obligation. There is reasonable uncertainty around the likelihood and
timing of the exit of the lease. The provision is discounted for the time
value of money.
4. Segmental analysis
The Directors are responsible for resource allocation and the assessment of
performance. In the performance of this role, the Directors review the Group's
activities, in the aggregate. The Group has therefore determined that it has
only one reportable segment under IFRS 8 Operating Segments, which is 'medical
and scientific research services'.
The following table summarises the external revenue generated from customers
and information about the Group's segment assets (non-current assets excluding
financial instruments, deferred tax assets and other financial assets) by
geographical location. The Group has identified its geographical segments
for revenue from external customers based on the regions in which its
customers are
incorporated.
Revenue from external customers Non current assets
2025 2024 2025 2024
Geographical Region £'000 £'000 £'000 £'000
UK 5,926 2,277 26,534 24,649
Europe 22,624 17,394 14,074 354
North America 18,036 43,054 - -
Asia 187 - - -
Total 46,773 62,725 40,608 25,003
During the year ended 31 December 2025, the Group had three customers who
generated revenue greater than 10% of total revenue (2024: four customers).
These customers generated 14%, 11% and 11% of revenue (2024: 31%, 16%, 14% and
13% of revenue).
5. Other operating income
Other operating income mainly represents research and development tax credits
(R&D tax credits) received to fund research and development activities
around the Group.
2025 2024
£'000 £'000
UK R&D credits 1,951 3,044
Other R&D related credits 279 312
Management recharges to third parties 657 136
2,887 3,492
hVIVO Services Limited, can claim UK R&D incentives. Venn Life Sciences
Biometry Services S.A.S. can claim Credit Tax Research ('CIR') payments in
France and Venn Life Sciences ED B.V. can claim R&D credits against
payroll taxes in the Netherlands.
6. Expenses - analysis by nature
The following items have been included in operating profit:
2025 2024
£'000 £'000
Employment Benefit expense (note 8) 28,055 22,838
Share based payments 814 836
Other expenses 19,370 26,128
Total direct project and administrative costs 48,239 49,802
Also included within operating profit are the below depreciation and
amortisation charges:
PPE depreciation (note 16) and amortisation (note 15) 2,667 1,128
Depreciation related to Right-of-use assets (note 18) 1,990 2,434
Also included within operating profit are exceptional items as shown below:
2025 2024
£'000 £'000
Exceptional items include:
- Acquisition transaction costs 450 -
- Reorganisation costs 960 -
Total exceptional items 1,410 -
Services provided by the Company's auditor and its associates. During the year
the Group (including its overseas subsidiaries) obtained the following
services from the Company's auditor and its associates:
2025 2024
£'000 £'000
Fees payable to Company's auditor for the audit of the parent Company and 73 62
consolidated financial statements
Fees payable to Company's auditor for the audit of subsidiaries 75 65
Total paid to the Company auditor 148 127
Fees payable to the auditors of subsidiaries for services:
- The audit of Company's subsidiaries pursuant to legislation paid to other 56 21
auditors
- Tax services paid to other auditors 2 2
Total paid to other auditors 58 23
Total auditor's remuneration 206 150
7. Directors' emoluments
Group Group
2025 2024
£'000 £'000
Aggregate emoluments 785 1,282
Social security costs 168 203
Contribution to defined contribution pension scheme 55 66
Total directors' remuneration 1,008 1,551
See further disclosures within the Report of the Remuneration Committee.
Group Group
2025 2024
Highest paid director £'000 £'000
Total emoluments received 347 657
Defined contribution pension scheme 40 40
387 697
8. Staff costs
Group Group
2025 2024
£'000 £'000
Wages and salaries 23,018 19,056
Social security costs 4,038 2,757
Pension costs 999 1,024
Employee benefits expense 28,055 22,838
Share based payments 814 836
Total staff costs 28,869 23,674
Group Group
2025 2024
£'000 £'000
Average number of people (including Executive Directors) employed was:
Administration 69 50
Clinical research 289 237
Sales and marketing 18 14
Total average number of people employed 376 301
The average number of people employed (including Executive Directors) by the
Company was one (2024: nil).
9. Pensions
Defined contribution schemes
The Group operates a number of defined contribution pension schemes whose
assets are independently administered. The charge for the year in respect of
these defined contribution schemes was £999,000 (2024: £1,024,000).
Contributions of £105,000 were payable to the funds at the year end and are
included within trade and other payables (2024: £85,000).
Defined benefit scheme
The Group operates a defined benefit pension plan for eligible employees in
Germany. The plan is closed to new entrants. Under the plan, the Group is
obliged to provide employees with pension benefits based on years of service
and salary. The plan is governed by the Group's pension regulation
'Versorgungsordnung VO 2007 vom 20. Dezember 2007', which defines the benefit
formula, eligibility conditions, and pension adjustments.
The Group bears the actuarial risk associated with the plan and so is exposed
to inflation risk, interest rate risk and longevity risk. The Group is not
exposed to any unusual, entity specific, or plan specific risks.
The Group's policy is to match a portion of its obligations through
insurance‑based assets. The insurance assets are not considered a qualifying
insurance policy for the purposes of IAS 19. The Group remains legally
responsible for paying benefits to members directly and any shortfall between
the value of the defined benefit obligation and the fair value of insurance
schemes will be met by the Group.
The date of the last actuarial valuation was 31 December 2025.
The following assumptions underly the valuation:
2025 2024
Discount rate (7-year average) 2.22% -
Discount rate (10-year average) 2.06% -
Retirement age 63 -
Assumptions regarding future mortality experience are set based on actuarial
advice and in accordance with published statistics. The mortality tables
used for 2025 were "Richttafeln 2018 G" by Klaus Heubeck.
The net balance of the defined obligation and present value of insurance
schemes is shown in Provisions in Non-current assets on the Statement of
Financial Position.
Group Group
2025 2024
£'000 £'000
Defined benefit obligation 514 -
Reimbursement rights from insurance policies (297) -
Net provision for employee benefits 217 -
A reasonable change to the assumptions used in the actuarial valuations would
not result in a material change to the present value of the defined benefit
obligation and therefore no sensitivity analysis is presented here.
There were no payments to retirees in 2025.
10. Finance income and costs
2025 2024
£'000 £'000
Interest expense:
Interest on Lease liabilities (1,051) (955)
Foreign exchange loss - (259)
Other finance costs (151) (157)
Finance costs (1,202) (1,371)
Finance income
Foreign exchange gain 426 -
Interest income on cash and short‐term deposits 912 1,833
Finance income 1,338 1,833
Net finance income 136 462
11. Taxation
Group 2025 2024
£'000 £'000
Current tax:
UK Corporation tax charge 518 747
Current year tax in foreign jurisdictions 14 33
Current tax charge 532 780
Deferred tax:
Current year 710 1,857
Adjustment in respect of prior years 241 -
Deferred tax charge 951 1,857
Income tax charge 1,483 2,637
The income tax charge on the Group's results before tax differs from the
theoretical amount that would arise using the standard tax rate applicable to
the profits of the consolidated entities as follows:
Group 2025 2024
£'000 £'000
Profit before tax (4,510) 13,289
Tax calculated at domestic tax rates applicable to UK standard rate of tax of (1,128) 3,322
25% (2024: 25%)
Tax effects of:
- Expenses not deductible for tax purposes 480 230
- Current year R&D tax credit - (519)
- Temporary timing differences 504 (364)
- Effect of tax rates in foreign jurisdiction (246) (8)
- Utilisation of losses not previously recognised - (127)
- Current year losses for which no deferred tax asset is recognised 1,873 103
Income tax charge/(credit) 1,483 2,637
Management only recognises a deferred tax asset when there is evidence that
recoverability of the asset is probable, taking into account business
forecasts and tax regulations. The entity in which losses are recognised,
has seen underlying profitability for both the current and prior year, and
expects to continue to be profit making. Therefore, management considers it
appropriate to recognise a deferred tax asset.
Deferred tax assets and liabilities are only offset where there is a legally
enforceable right of offset and there is an intention to settle the balances
on a net basis.
The reconciliation of the deferred tax asset is shown below:
Asset Asset Liability
Group Tax losses Short term timing differences Acquired intangibles Deferred tax asset
£'000 £'000 £'000 £'000
At 1 January 2024 6,038 (519) - 5,519
Statement of Comprehensive Income movement (535) (1,322) - (1,857)
At 31 December 2024 5,503 (1,841) - 3,662
Adjustment in respect of prior years (269) 28 - (241)
Intra group transfer of business - - (324) (324)
Statement of Comprehensive Income movement (820) (4) 9 (815)
At 31 December 2025 4,414 (1,817) (315) 2,282
The reconciliation of the deferred tax liability is shown below:
Liability Liability Asset
Group Acquired intangibles Short term timing differences Tax losses Deferred tax liability
£'000 £'000 £'000
At 1 January 2024 - - - -
Statement of Comprehensive Income movement - - - -
At 31 December 2024 - - - -
Business combinations (1,429) (35) - (1,464)
Intra group transfer of business 324 - - 324
Statement of Comprehensive Income movement 70 (418) 453 105
Exchange differences (46) - - (46)
At 31 December 2025 (1,081) (453) 453 (1,081)
The current portion of the deferred tax asset cannot be reliably estimated.
The Group has £16.2m (2024: £9.1m) of tax losses for which a deferred tax
asset has not been recognised.
12. Earnings per share
Basic earnings per share has been calculated by dividing the profit
attributable to shareholders by the weighted average number of shares in issue
during the year.
2025 2024
Basic (loss)/earnings per share (p) (0.87)p 1.57p
Basic adjusted (loss)/earnings per share (p) (0.41)p 1.69p
Diluted (loss)/earnings per share (p) (0.87)p 1.55p
Diluted adjusted (loss)/earnings per share (p) (0.41)p 1.67p
Diluted earnings per share is calculated after adjusting the weighted average
number of shares used in the basic calculation to assume the conversion of all
potentially dilutive shares. A potentially dilutive share is a warrant or
option where its exercise price is below the average market price of hVIVO
shares during the year and any performance conditions attaching to the scheme
have been met at the Statement of Financial Position date. For the current
year, the effect of options would be to reduce the loss per share and
therefore antidilutive, as such the basic and diluted loss per share are the
same.
The adjusted profit is used in the calculation of adjusted earnings per share
as reconciled below:
2025 2024
£'000 £'000
(Loss)/profit for the year (5,993) 10,652
Exceptional items 1,410 -
Amortisation of acquired intangibles 960 -
Share based payments 814 836
Adjusted (loss)/profit for the year (2,809) 11,488
The numbers of shares used in calculating basic and diluted earnings per share
are reconciled below.
2025 2024
Weighted average number of shares in issue No. No.
Basic 685,688,650 680,371,877
Dilution for share options and warrants - 7,883,099
Diluted 685,688,650 688,254,976
13. Business combinations
a) CRS Acquisition
hVIVO plc completed the acquisition of 100% of the share capital of CRS
Clinical Research Services Mannheim GmbH and CRS Clinical Research Services
Kiel GmbH (together 'CRS') on 28 January 2025 for cash consideration of £8.4m
(€10.0m).
CRS is a German full-service early-phase contract research organisation
providing early clinical development services, including first-in-human and
proof-of-concept trials, regulatory support and clinical data management.
The Acquisition expands hVIVO's suite of services while also strengthening the
Group's existing service offering. The Acquisition brings considerable
cross-selling opportunities for the Group as well as a broader client base
and more diverse revenue streams. Prior to the acquisition, CRS outsourced a
number of services which the Group will now be able to provide in-house, such
as laboratory, biometry, and consulting services including CMC, Clinical, PK,
as well as regulatory services. The addition of two new sites in
continental Europe gives the Group international clinical site capabilities
for large field trials and means that it can now offer patient recruitment
services in two of Europe's most highly populated countries with high levels
of clinical trial activity.
Goodwill arising of £6,851,000 is primarily attributed to established
business processes, skilled and experienced staff, industry knowledge and
cross-selling opportunities.
During the year ended 31 December 2025, CRS contributed revenues of £12.3m
and a loss of £3.6m in the period since acquisition.
If the acquisition had taken place on 1 January 2025, consolidated revenue and
loss for the year would have been £47.8m and £6.3m respectively.
The fair value of intangible assets was calculated based on a discounted
cashflow model, modelling cashflows related to the identifiable customer
contracts over a period of 5 years with no terminal value. The discount rate
used was 8%.
Book value Fair value adjustment Fair value
£'000 £'000 £'000
Assets
Non-current assets:
Intangible assets 156 4,078 4,233
Property, plant and equipment 305 - 305
Right-of-use assets - 3,004 3,004
Current assets:
Trade and other receivables 5,259 (2,590) 2,669
Cash and cash equivalents 125 - 125
Liabilities
Current liabilities:
Trade and other payables (4,542) - (4,542)
Provisions (207) (370) (577)
Lease liability - (2,634) (2,634)
Deferred tax liabilities - (1,071) (1,071)
Assets acquired 1,096 416 1,512
Goodwill 6,851
Total assets acquired 8,363
Cash consideration 8,363
Total consideration 8,363
Cash and cash equivalents included in undertaking acquired 387
Cash consideration paid (8,363)
Net cash outflow arising on acquisition and in cash flow statement (7,976)
b) Cryo Store acquisition
hVIVO plc completed the acquisition of 100% of the share capital of Cryo Store
Limited on 26 February 2025 for cash consideration of £3.2m.
Cryo Store Limited operates as a specialist provider of temperature controlled
biostorage and cold storage solutions for biological and clinical materials.
The Acquisition provides cross-selling opportunities, expanding hVIVO's client
base and further diversifies the Group's revenue streams.
Goodwill arising of £1,157,000 is assigned to the synergies and value
embedded in Cryo Store Limited such as established business processes, skilled
and experience staff, industry knowledge and cross-selling opportunities.
During the year ended 31 December 2025, Cryo Store Limited contributed
revenues of £0.7m and a profit of £0.2m in the period since acquisition.
If the acquisition had taken place on 1 January 2025, consolidated revenue and
loss for the year would have been £46.9m and £5.9m respectively.
The fair value of intangible assets was calculated based on a discounted
cashflow model, modelling cashflows related to the identifiable customer
contracts over a period of 9 years with no terminal value. The discount rate
used was 8%.
Book value Fair value adjustment Fair value
£'000 £'000 £'000
Assets
Non-current assets:
Intangible assets - 1,433 1,433
Property, plant and equipment 142 - 142
Right-of-use assets - 119 119
Current assets:
Trade and other receivables 193 - 193
Cash and cash equivalents 707 - 707
Liabilities
Current liabilities:
Trade and other payables (150) - (150)
Lease liability - (119) (119)
Deferred tax liabilities (35) (358) (393)
Non-current liabilities:
Amounts due from related party 95 - 95
Assets acquired 952 1,075 2,028
Goodwill 1,157
Total assets acquired 3,185
Cash consideration 3,185
Total consideration 3,185
Cash and cash equivalents included in undertaking acquired 687
Cash consideration paid (3,185)
Net cash outflow arising on acquisition and in cash flow statement (2,498)
14. Goodwill
Goodwill
£'000
Cost
At 1 January 2024 7,228
At 31 December 2024 7,228
Business combinations 8,008
Exchange Differences 293
At 31 December 2025 15,529
Impairment
At 1 January 2024, 31 December 2024 and 31 December 2025 1,628
Net book value
At 1 January 2024 5,600
At 31 December 2024 5,600
At 31 December 2025 13,901
Goodwill was allocated to the Group's single cash‐generating unit (CGU)
identified according to a single operating segment.
Goodwill is tested for impairment at the Statement of Financial Position date.
Management considers that there is adequate headroom when comparing the net
present value of the cash flows to the carrying value of goodwill to conclude
that no impairment of Goodwill is necessary.
The key assumptions in the calculation to assess value in use are the future
revenues and the ability to generate future cash flows. The most recent
financial results and forecast approved by management for the next three years
were used followed by terminal value at a constant growth rate. The projected
results were discounted at a rate which is a prudent evaluation of the
pre‐tax rate that reflects current market assessments of the time value of
money and the risks specific to the Group.
The key assumptions used for value in use calculations in 2025 were as
follows:
Longer‐term growth rate (from 2028 onwards) 2%
Pre tax discount rate
9.1%
Average tax
rate
16%
Other key assumptions include the number of customer studies and contract
values and the conversion of the Group's sales funnel.
The Directors have performed a sensitivity analysis to assess the impact of
downside risk of the key assumptions underpinning the projected results of the
Group. The projections and associated headroom are most sensitive to the
terminal value, which is impacted by the long-term growth rate, and the pre
tax discount rate. Reducing the terminal growth rate to nil, and increasing
the discount rate by 5% would not result in an impairment.
15. Intangible assets
Software and other Customer relationships Total
£'000 £'000 £'000
Cost
At 1 January 2024 2,971 - 2,971
Transfer from property plant and equipment 63 - 63
Additions 44 - 44
Disposals (685) - (685)
At 31 December 2024 2,393 - 2,393
Business combinations 403 5,661 6,064
Additions 32 - 32
Disposals (99) - (99)
Exchange differences 18 181 199
At 31 December 2025 2,747 5,842 8,589
Amortisation -
At 1 January 2024 2,904 - 2,904
Charge for the year 30 - 30
Transfer from property plant and equipment 43 - 43
Disposals (685) - (685)
At 31 December 2024 2,292 - 2,292
Business combinations 398 - 398
Charge for the year 62 960 1,023
Elimination on disposal (121) - (121)
Exchange differences 19 18 37
At 31 December 2025 2,650 978 3,629
Net book value
At 1 January 2024 67 - 67
At 31 December 2024 101 - 101
At 31 December 2025 97 4,864 4,960
On 29 January 2025, the Group acquired CRS Clinical Research Services Mannheim
GmbH and CRS Clinical Research Services Kiel GmbH. The acquisition resulted
in the recognition of intangible assets of £4,234,000, comprising customer
relationships of £4,228,000 and software. These assets will be amortised over
their expected useful lives of 5 years. In total, £789,000 has been amortised
in the period since the date of acquisition.
On 26 February 2025, the Group acquired Cryo Store Limited. The acquisition
resulted in the recognition of intangible assets of £1,433,000, comprising of
customer relationships. These assets will be amortised over their expected
useful lives of 7 years. In total, £171,000 has been amortised in the period
since the date of acquisition.
16. Property plant and equipment
Leasehold improvements Plant & machinery Computer equipment Total
£'000 £'000 £'000 £'000
Cost
At 1 January 2024 6,100 3,370 1,567 11,037
Additions 1,428 817 171 2,416
Disposals (725) (713) (268) (1,706)
Transfer to intangible assets - - (63) (63)
Exchange differences - - (21) (21)
At 31 December 2024 6,803 3,474 1,386 11,663
Additions 348 1,032 17 1,397
Business combinations 33 2,261 7 2,301
Disposals - (280) - (280)
Intragroup Transfer - - - -
Exchange differences - 72 (189) (117)
At 31 December 2025 7,184 6,559 1,221 14,964
Depreciation
At 1 January 2024 1,228 2,509 1,097 4,834
Charge for the year 451 436 211 1,098
Elimination on disposal (725) (713) (268) (1,706)
Transfer to intangible assets - - (43) (43)
Exchange differences - - (18) (18)
At 31 December 2024 954 2,231 980 4,165
Business combinations 16 1,742 5 1,763
Charge for the year 772 694 178 1,644
Elimination on disposal - (273) - (273)
Impairment 23 14 - 37
Exchange differences - 148 (194) (46)
At 31 December 2025 1,764 4,556 969 7,290
Net book value
At 1 January 2024 4,872 861 470 6,203
At 31 December 2024 5,849 1,243 406 7,500
At 31 December 2025 5,420 2,003 252 7,674
17. Investments in subsidiaries and associates
2025 2024
Company £'000 £'000
Shares in Group undertakings
At 1 January 22,377 22,377
Additions 13,756 -
Disposals (2,649) -
Impairment (5,716) -
At 31 December 27,768 22,377
Investments in Group undertakings are recorded at cost, which is the fair
value of the consideration paid. Following review an impairment provision of
£5,716,000 (2024: nil) has been made to the investment in subsidiaries due to
the intention to move operations out of Ireland.
Additions during the year ended 31 December 2025 relate to the acquisitions of
Cryo Store and CRS, refer to note 13 Business combinations.
During the year ended 31 December 2025 there was a group reorganisation
resulting in the disposal of CRS Clinical Research Services Kiel GmbH by the
company to CRS Clinical Research Services Mannheim GmbH.
The subsidiaries of hVIVO plc are as follows:
Proportion of ordinary shares and voting rights held (%)
Name of Company Country of Registration Principal activities 2025 2024
hVIVO Holdings Limited*^ England & Wales Intermediate holding company 100 100
hVIVO Services Limited* England & Wales Clinical research & related laboratory services 100 100
hVIVO Inc. USA Sales & marketing services 100 100
Venn Life Sciences ED B.V^ Netherlands Pre‐clinical & early clinical research services 100 100
Venn Life Science Biometry Services S.A.S^ France Data management & statistics services 100 100
Open Orphan DAC^ Ireland Group services company 100 100
Venn Life Sciences Limited^ Ireland Dormant 100 100
Venn Life Sciences (Germany) Gmbh^ Germany In liquidation 100 100
Cryo Store Limited*^ England & Wales Storage Solutions 100 -
CRS Clinical Research Services Kiel GmbH Germany Clinical research services 100 -
CRS Clinical Research Services Mannheim GmbH^ Germany Clinical research services 100 -
*Registered address 40 Bank Street, Floor 24, London, E14 5NR
^Directly owned by hVIVO plc
These consolidated financial statements incorporate the financial statements
of all entities controlled by the Company at 31 December 2025.
The Group, via its holding in hVIVO Holdings Limited, has investments in two
companies as follows:
Name of Company Country of Registration Principal activities Proportion of ordinary shares and voting rights held (%)
Conserv Bioscience Limited(1) England & Wales Clinical development 10/10
PrEP Biopharm Limited(2) England & Wales Dissolved March 2026 62.62/49.98
(1) Carrying value of nil at 31 December 2025 (2024: nil). The registered
office address is 4th Floor, Silverstream House, Fitzroy Street, London,
England, W1T 6EB.
(2) Carrying value of nil at 31 December 2025 (2024: nil). The registered
office address is Unit 2 Spinnaker Court 1c Becketts Place, Hampton Wick,
Kingston Upon Thames, KT1 4EQ.
In April 2025, hVIVO Holdings Ltd entered into a share exchange agreement with
Conserv Bioscience Ltd to sell all of its shareholding in Imutex Ltd in
exchange for 100 ordinary shares, representing 10% of the total share capital,
of Conserv Bioscience Ltd.
18. Leases and right-of-use assets
Right-of-use assets Lease Liabilities
2025 2024 2025 2024
£'000 £'000 £'000 £'000
As at 1 January 11,801 13,835 12,901 12,530
Additions 1,210 417 1,210 417
Business Combinations 3,153 - 2,783 -
Leases exited (82) - (82) -
Depreciation expense (1,990) (2,434) - -
Interest expense - - 1,050 955
Impairment (157) - - -
Payments - - (3,198) (984)
Exchange differences 138 (17) 123 (17)
As at 31 December 14,073 11,801 14,787 12,901
Current 2,489 2,510
Non-current 12,298 10,391
Maturity of lease liabilities:
31 December 2025 31 December 2024
Contractual undiscounted cash flows £'000 £'000
Within one year 2,489 2,510
Between one to two years 2,642 2,088
Over two years 14,421 12,883
Total undiscounted lease liability at 31 December 19,552 17,481
Short‐term lease payments expensed during the year ended 31 December 2025
were £24,000 (2024: £2,000).
19. Inventories
Group Group
2025 2024
£'000 £'000
Virus inventory 547 641
Consumables 144 163
Total inventories 691 804
Inventories expensed in the Consolidated Statement of Comprehensive Income are
£471,000 (2024: £800,000) and are shown within direct project and
administrative costs. An impairment charge of £90,000 (2024: nil) was
recognised against virus inventory.
20. Trade and other receivables
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade receivables 6,333 4,467 - -
Prepayments 1,440 1,288 279 286
Accrued income 4,170 4,843 - -
Amounts owed by subsidiary undertakings - - 6,460 1,025
Other receivables (incl. R&D tax credits) 1,994 4,647 16 262
13,937 15,245 6,755 1,573
Within trade receivables is a provision for bad debt of £426,000 (2024:
£738,000). The bad debt charge for the year was £155,000 (2024: £10,000).
The Directors consider that the carrying amount of trade and other receivables
approximates their fair value.
The Group's contracts fall into two categories, milestone-based contracts, or
time and materials contracts.
For milestone-based contracts, the difference between work performed and
amounts invoiced is shown as either accrued income (more work delivered than
invoiced) or deferred income (more invoiced than work delivered). The Group
seeks to ensure that contract milestones are timed to result in invoicing
occurring in advance where at all possible, prior to the satisfaction of
performance obligations.
For time and materials contracts, work delivered is invoiced in arrears,
giving rise to an accrued income balance. Accrued income is not amortised as
it is of a short‐term nature.
Contractual payment terms are typically 30 to 60 days from date of invoice.
The carrying amounts of the Group's trade and other receivables denominated in
all currencies were as follows:
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
GBP£ 6,342 13,900 296 548
Euro 7,595 1,345 6,459 1,025
Total 13,937 15,245 6,755 1,573
21. Cash and cash equivalents
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Cash at bank and on hand 14,297 44,180 97 42
The Directors consider that the carrying amount of cash and cash equivalents
approximates to its fair value.
22. Trade and other payables
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade payables 1,114 1,884 267 22
Amounts due to subsidiary undertakings - - 22,249 3,101
Social security and other taxes 965 851 53 28
Other payables 2,611 503 - -
Accrued expenses 5,498 6,610 172 303
Deferred income 4,275 19,557 - -
14,463 29,405 22,741 3,453
All balances are due within 1 year.
The Group seeks to ensure that study contract milestones are timed to result
in invoicing occurring in advance where at all possible, prior to the
satisfaction of performance obligations. Therefore, projects that are in
progress are typically in a contract liability position which gives rise to a
deferred income balance. Performance obligations of contracts with customers
are satisfied on the delivery of study data to the customer along with a final
study report.
The Group does not adjust the amount of consideration for the effects of any
financing component as the period between when the promised services are
transferred and when the customer pays for the service is less than twelve
months.
23. Provisions
Property dilapidation Reorganisation Post-employment benefits Total
Year ended 31 December 2024 £'000 £'000 £'000 £'000
As at 1 January 2024 2,144 - - 2,144
Additional provisions 259 - - 259
Discount unwind 94 - - 94
Utilisation of provisions (585) - - (585)
As at 31 December 2024 1,912 - - 1,912
Current - - - -
Non-current 1,912 - - 1,912
As at 31 December 2024 1,912 - - 1,912
Year ended 31 December 2025
As at 1 January 2025 1,912 - - 1,912
Business combinations 387 - 199 586
Additional provisions 35 449 177 661
Discount unwind 127 - - 127
Valuation movement - - 8 8
Exchange differences 17 5 9 31
As at 31 December 2,478 454 393 3,325
Current 328 454 - 782
Non-Current 2,150 - 393 2,543
2,478 454 393 3,325
Leasehold provisions relate to dilapidation provisions for the Group's various
property leases.
Reorganisation provisions primarily relate to site consolidation in the UK and
Ireland.
Post-employment benefits relate mainly to a defined benefit pension scheme in
Germany (refer to note 9 Pensions) and a service benefit to employees in
France.
24. Capital commitments
Group
There were no capital commitments as at 31 December 2025 (2024: £240,000
relating to the facility build in Canary Wharf).
Company
The Company has agreed to act as surety to a lease agreement for its
subsidiary, hVIVO Services Ltd. No liability has been recognised in the
Company Statement of Financial Position.
25. Financial instruments
a) Assets
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
31 December
Assets
Trade and other receivables 11,769 9,946 6,476 1,287
Cash and cash equivalents 14,297 44,180 97 42
Total 26,066 54,126 6,573 1,329
Assets in the analysis above are all categorised as 'other financial assets at
amortised cost' for the Group and Company.
b) Liabilities
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
31 December
Liabilities
Lease liabilities (note 18) 14,787 12,901 - -
Trade and other payables 9,223 8,999 22,688 3,425
Total 24,010 21,900 22,688 3,425
Liabilities in the analysis above are all categorised as 'other financial
liabilities at amortised cost' for the Group and Company.
c) Credit quality of financial
assets
The Group is exposed to credit risk from its operating activities (primarily
for trade receivables and other receivables) and from its financing
activities, including deposits with banks and financial institutions, foreign
exchange transactions and other financial instruments.
The Group's maximum exposure to credit risk, due to the failure of counter
parties to perform their obligations as at 31 December 2025 and 31 December
2024, in relation to each class of recognised financial assets, is the
carrying amount of those assets as indicated in the accompanying Statement of
Financial Position.
Trade receivables
The credit quality of trade receivables that are neither past due date nor
impaired have been assessed based on historical information about the
counterparty default rate. The Group does not hold any other receivable
balances with customers, whose past default has resulted in the non‐recovery
of the receivables balances.
Cash at bank
The Company gives careful consideration to which organisations it uses for its
banking services in order to minimise credit risk. The Company seeks to limit
the level of credit risk on cash and cash equivalents by only depositing
surplus liquid funds with counterparty banks that have high credit ratings.
26. Financial risk management
The Group's activities expose it to a variety of financial risks: market risk
(foreign exchange risk and cash flow interest rate risk), credit risk,
liquidity risk and capital risk. The Group's risk management programme focuses
on the unpredictability of the financial markets and seeks to minimise the
potential adverse effects on the Group's financial performance. The Group uses
derivative financial instruments to hedge specific client contracted currency
risk exposures when appropriate and none were used during the current or prior
years.
Risk management is carried out by the head office finance team. It evaluates
and mitigates financial risks in close cooperation with the Group's operating
units. The Board provides principles for overall risk management whilst the
head office finance team provides specific policy guidance for the operating
units in terms of managing foreign exchange risk, credit risk and cash and
liquidity management.
(a) Market risk
(i) Foreign exchange - cash flow risk
The Group's presentation currency is pounds sterling (GBP) although it
operates internationally and is exposed to foreign exchange risk arising from
various currency exposures, primarily between euro, US dollars and GBP such
that the Group's cash flows are affected by fluctuations in the rate of
exchange between GBP and the aforementioned foreign currencies.
The Group does not speculate in foreign currencies and no operating Company is
permitted to take unmatched positions in any foreign currency.
(ii) Foreign exchange - fair value risk
Translation exposures that arise on converting the results of overseas
subsidiaries are not hedged. Net assets held in foreign currencies are hedged
wherever practical by matching liabilities in the same currency. The principal
exchange rates used by the Group in translating overseas profits and net
assets into GBP are set out in the table below.
Average rate Average rate Year end rate Year end rate
Rate compared to GBP£ 2025 2024 2025 2024
Euro 1.17 1.18 1.15 1.21
USD$ 1.31 1.28 1.35 1.25
As a guide to the sensitivity of the Group's results to movements in foreign
currency exchange rates, a one penny movement in the GBP to euro rate would
impact profit for the year by approximately £27,000 (2024: £24,000).
(iii) Cash flow and fair value interest rate risk
The Group has assets in the form of cash and cash equivalents. Where possible,
the Group earns market interest rates on cash and cash equivalents on deposit.
The Group does not speculate on future changes in interest rates.
The Group does not use interest rate swaps.
(b) Credit risk
Credit risk is managed at the operating business unit level and monitored at
the Group level to ensure adherence to Group policies. Each local subsidiary
and operating business unit is responsible for managing and analysing the
credit risk for each of their new clients before standard payment and delivery
terms and conditions are offered. It is the Group policy to obtain prepayment
deposits from customers where possible. If there is no independent rating,
local management assesses the credit quality of the customer, taking into
account its financial position, past experience and other factors. The
utilisation of credit limits is regularly monitored.
Credit risk also arises from cash and cash equivalents, derivative financial
instruments and deposits with banks and financial institutions, as well as
credit exposures to customers. The Group manages this credit risk by holding
deposits across multiple institutions.
(c) Liquidity risk
Cash flow forecasting is performed in the individual operating entities of the
Group and is aggregated by the Finance team. The Finance team monitors cash
and cash flow forecasts and it is the Group's liquidity risk management policy
to maintain sufficient cash and available funding through an adequate amount
of cash and cash equivalents.
The Group's policy in relation to the finance of its overseas operations
requires that sufficient liquid funds be maintained in each of its territory
subsidiaries to support short and medium‐term operational plans. Where
necessary, short‐term funding is provided by the Company. Excess funds are
placed as short‐term deposits, to provide a balance between interest
earnings and flexibility.
The maturity groupings of the Group's non‐derivative financial liabilities,
namely trade and other payables and lease liabilities, are disclosed in notes
22 and 18 respectively.
(d) Capital risk management
The Group's objectives when managing capital are to safeguard the ability to
continue as a going concern in order to provide returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital structure
to reduce the cost of capital.
The Group has no borrowings at 31 December 2025.
27. Share capital
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
687,014,088 (2024 - 680,371,877) Ordinary shares of £0.001 687 680 687 680
During the year the Company issued 6,642,211 shares at a weighted average
price of £0.002 per share resulting in an increase of £7,000 to share
capital and £4,000 to share premium as a result of the exercise of employee
share options (see note 29). There were no shares issues during the prior
year.
28. Other reserves
Group and Company
Share premium
Share premium is the difference between the nominal value of shares issued and
the actual cash received for the issued shares.
Merger reserve
The reserve represents a premium on the issue of the ordinary shares for the
acquisition of subsidiary undertakings. This includes reverse acquisition
reserve which resulted from the reverse takeover of Venn Life Sciences
Holdings Plc by Open Orphan DAC on 28 June 2019. Also included is a Group
re‐organisation reserve relating to previous re‐organisation of the Venn
Group.
Foreign currency reserve
The foreign currency reserve arises from a one off transition of the Group
from a presentational currency of euro to pounds sterling, and from the
translation of subsidiaries' results on consolidation which have a functional
currency other than pounds sterling.
29. Share options and warrants
Share options
The Group has various share option plans under which it has granted share
options to certain Directors and senior management of the Group under its
Long-Term Incentive Plan (LTIP) and to certain staff on acquisition of
subsidiaries (acquisition).
The number of outstanding share options remaining at 31 December 2025, along
with the comparative period are as follows:
2025:
Date of issue and plan Exercise price Vesting date # of options at 01/01/2025 # of options granted # of options exercised # of options lapsed # of options at 31/12/2025
2020 - LTIP 2p 2024 277,792 - (202,092) - 75,700
2022 - LTIP 0.1p 2025 7,227,273 - (6,440,119) (787,154) -
2024 - LTIP 0.1p 2026-2027 7,391,451 - - - 7,391,451
2025 - acquisition 0.0p 2026-2027 - 2,773,982 - - 2,773,982
14,896,516 2,773,982 (6,642,211) (787,154) 10,241,133
2024:
Date of issue and plan Exercise price Vesting date # of options at 01/01/2024 # of options granted # of options exercised # of options lapsed # of options at 31/12/2024
2015 - LTIP 13p 2025 280,000 - - (280,000) -
2020 - LTIP 2p 2024 277,792 - - - 277,792
2022 - LTIP 0.1p 2025 7,227,273 - - - 7,227,273
2024 - LTIP 0.1p 2026-2027 - 7,391,451 - - 7,391,451
7,785,065 7,391,451 - (280,000) 14,896,516
The weighted‐average exercise price of all options outstanding at year end
is 0.11p (2024: 0.14p) and the weighted‐average remaining contractual life
is 1.7 years (2024: 6.8 years).
The share based payment charge for the year was £814,000 included in direct
project and administration costs (2024: £836,000).
There were no new share options granted during the year relating to the
Long‐Term Incentive Plan (LTIP). The options granted during 2025 were in
relation to the acquisition of Cryo Store and are treated as compensation for
post-acquisition services. The weighted average fair value of the options
at measurement date was 15.5p per option (2024: 22.9p). The Company used the
Black Scholes model to value the options. The following key assumptions were
factored into the model when valuing these options at the date of grant
(weighted average across all grants):
2025 2024
Share price at grant date 15.8p 27.2p
Exercise price 0.0p 0.1p
Risk free rate 4.4% 4.0%
Expected volatility 56% 60%
Expected life 1 - 2 years 3 years
Dividend yield 1.3% 0.8%
A discount has been applied to the fair values to reflect market conditions
contained in the option agreements in 2024.
30. Dividends
2025 2024
Equity dividends £'000 £'000
Final dividend for 2024: 0.20p per ordinary share 1,372 -
Final dividend for 2023: 0.20p per ordinary share - 1,358
31. Related party disclosures
Key management personnel
Key management personnel are considered to be the Directors and their
remuneration is disclosed within the Remuneration Committee Report in the
Annual Report.
Other transactions with Directors
Group
Cathal Friel, who served as Non-Executive Chair until June 2025 is a Director
of Raglan Professional Services Limited which has provided advisory and
administrative services to the Group (2025 charge £55,000; 2024 charge
£61,000). The balance owed by the Group to Raglan Professional Services
Limited at 31 December 2025 was nil (2024: nil).
There were no other related party transactions during the year.
Company
During the year the Company absorbed net management charges of £45,000 (2024
- £343,000) from its subsidiaries and incurred net interest charges of
£533,000. At 31 December 2025 the Company was owed £14,681,000 (2024 -
£8,825,000) by its subsidiaries, and the Company owed £22,249,000 (2024:
£3,101,000) to its subsidiaries. There is a provision of £8,221,000
against the intercompany receivables.
In April 2025, the Company sold 100% of its investment in CRS Clinical
Research Services Kiel GmbH to its subsidiary, CRS Clinical Research Services
Mannheim GmbH, for €3,100,000 to be held as an intercompany receivable.
32. Exemption from audit by parent guarantee
Cryo Store Ltd (registered number 03694401), a wholly owned subsidiary
included in these financial statements, will take advantage of the audit
exemption set out within Section 479A of the Companies Act 2006 for the period
ended 31 December 2025 by virtue of guarantee provided hVIVO plc under
section 479C of the Companies Act 2006.
33. Presentational change to the Statement of Cash Flows
For the year ended 31 December 2025, the impact of Other operating income
(mainly R&D tax credits) on the Statement of Cash Flows is no longer shown
separately. In previously published financial statements, R&D tax credit
cash received was shown in a separate line on the Statement of Cash Flows.
The prior year Consolidated Statement of Cash Flows has been updated to
reflect this change of presentation.
34. Post balance sheet events
In February 2026, in relation to the 2025 acquisition of Cryo Store, the
Company issued 1,386,991 ordinary shares for a total consideration of
£1,386.99.
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