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REG - Iofina PLC - Final Results

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RNS Number : 4819C  Iofina PLC  30 April 2026

( )

30 April 2026

 

Iofina plc

("Iofina", the "Company" or the "Group")

(AIM: IOF)

 

2025 Full Year Results

Another Record Year: Production up 17%, Revenue up 22% and Adjusted EBITDA up
56%

Investor Presentation

 

Iofina plc, specialists in the exploration and production of iodine and
manufacturers of specialty chemical products, announces its audited full-year
results for the 12 months to 31 December 2025 (the "Period").

 

Increased iodine production, reflected in rising crystalline iodine sales,
drives 22% revenue growth:

·    Revenue of $66.5m (2024: $54.5m); 22% increase; eighth successive
year of growth

o  Crystalline iodine sales increased 42% to $35.0m (2024: $24.7m)

o  Iodine derivatives sales increased by 5% to $17.8m (2024: $16.9m)

·    Crystalline iodine production increased by 109MT (17%) to 743MT
(2024: 634.1MT)

·    Gross profit of $18.0m (2024: $13.2m); 36% increase

·    Adjusted EBITDA(1) of $11.8m (2024: $7.6m); 56% increase

·    Operating profit of $8.7m (2024: $5.0m); 74% increase

·    Profit before tax of $8.4m (2024: $4.8m); 75% increase

 

Robust balance sheet and further increase in net cash position:

·    Cash of $11.7m at year-end (2024: $6.9m)

·    Net cash increased by $2.3m from $2.9m to $5.2m

·    Average realised iodine price for the year increased by 8% to
$74.02/kg

 

Investing for growth:

·    Ongoing commitment of capital investment for new iodine plants and
Iofina Chemical processes was $8.4m in 2025 (2024: $9.5m)

·    Signed an agreement for a larger iodine, IOsorb® production facility
in the Permian Basin with Western Midstream Partners in December 2025

·    The Permian Basin plant is expected to be operational in Q3 2026,
which will be the Group's fourth new plant in four years

·    Strategic focus to establish a new core area in the Permian Basin to
complement the Oklahoma core regions to further optimise the IOsorb®
processes

·    Adding capacity by building multiple, larger IOsorb® plants and
expediting the roll-out of these facilities to ramp up iodine production
indicates a step-change in the Group's ambitions

·    Close to achieving 1000MT crystalline iodine production on an
annualised basis once the Permian Basin plant comes online

 

 

2026 so far:

·    Strong start to 2026, with production of 178.9MT of crystalline
iodine in Q1 2026 from Iofina's eight IOsorb® plants (Q1 2025: 124.1MT)

·    The Company anticipates H1 2026 crystalline iodine production to be
in the region of 385MT, upgraded from 325MT-355MT

·    Demand for Iofina's crystalline iodine remains strong, with the
iodine global spot price steadily above $70/kg, and prices are expected to
remain firm into the second half of 2026

·    First plant in the Permian Basin is currently under construction,
expects to be delivered on time and in line with budget

 

(1)Refer to the Consolidated Statement of Comprehensive Income for calculation

 

Commenting, President and CEO, Dr. Tom Becker, stated:

"In 2025, Iofina delivered record revenues for the eighth consecutive year,
alongside record iodine production and EBITDA, which was driven by crystalline
iodine sales, higher pricing, robust demand, and continued operational
execution, with IO#11 commissioned in Q3 2025.

 

"Towards the end of the Period, we announced our expansion into the Permian
Basin with a larger-scale IOsorb® plant, marking the next phase of our
transformational plant growth strategy. This transition towards multiple,
larger plants is expected to drive further efficiencies and materially
increase production capacity. Our strong balance sheet and cash flow continue
to provide the financial flexibility to grow while maintaining disciplined
capital allocation.

 

"After a strong start to 2026, we have lifted the top-end of our H1 2026
production guidance and now expect H1 2026 production to be in the region of
385MT. The Company has a clear short-term pathway to exceed 1,000MT of annual
production and, in the forthcoming years, grow beyond 2,000MT through the
development of larger-scale plants.

 

"The capital-efficient nature of this model, backed by strong demand for
iodine and the Company's range of speciality products, underpins the Board's
confidence in delivering a sustainable, long-term growth strategy for Iofina's
shareholders."

 

Investor Presentation

The Group announces that Dr. Tom Becker, Chief Executive Officer and Malcolm
Lewin, Chief Financial Officer, will hold an investor presentation and Q&A
session on Wednesday, 13 May 2026, at 2:30pm BST via the Investor Meet Company
platform regarding the audited results for the twelve months ended 31
December 2025.

 

The presentation is open to all existing and potential shareholders. Investors
can sign up to Investor Meet Company for free on:

https://www.investormeetcompany.com/iofina-plc/register-investor
(https://www.investormeetcompany.com/iofina-plc/register-investor)

Investors who follow Iofina on the Investor Meet Company platform will
automatically be invited.

For further information, please email: iofina@yellowjerseypr.com

 

This announcement contains inside information for the purposes of article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018.

 

 

Enquiries:

 

Iofina plc

Dr. Tom Becker

CEO & President

Tel: +44 (0)20 3006 3135

 

Nomad & Broker:

Canaccord Genuity Limited

Henry Fitzgerald-O'Connor/Harry Rees

Tel: +44 (0)20 7523 8000

 

Financial PR and Media Contact:

Yellow Jersey PR Limited

Charles Goodwin/Shivantha Thambirajah/Maya Brookes

Tel: +44 (0)7747 788 221/+44 (0)7983 521 488

iofina@yellowjerseypr.com

 

About Iofina:

Iofina plc (AIM: IOF) is a vertically integrated company that specialises in
the production of Iodine and the manufacturing of specialty chemical products.
Iofina is the second largest producer of iodine in North America and operates
the manufacturing entities Iofina Resources and Iofina Chemical.

LEI: 213800QDMFYVRJYYTQ84

ISIN: GB00B2QL5C79

 

Iofina Resources

Iofina Resources develops, builds, owns, and operates iodine extraction plants
using Iofina's WET® IOsorb® technology. Iofina operates eight IOsorb®
plants in Oklahoma and consistently uses technology and innovation to improve
and expand its operations.

 

Iofina Chemical

Iofina Chemical has manufactured high-quality halogen speciality chemicals
derived from raw iodine, as well as non-iodine-based products. Iofina
Chemical celebrated its 40(th) anniversary in 2023 as a preeminent
halogen-based specialty chemicals company.

 

www.iofina.com (http://www.iofina.com/)

 

 

 

Contents

 

COMPANY
INFORMATION.......................................................................................................
..2

CHAIRMAN'S
STATEMENT........................................................................................................
..3

FINANCIAL
REVIEW..................................................................................................................
10

DIRECTORS'
BIOGRAPHIES……................................................................................................
  13

STRATEGIC
REPORT..................................................................................................................
15

S172
STATEMENT……………………………………………………..............………..…………........………………….26

CORPORATE
GOVERNANCE…………………………………………………………………………..………………………28

DIRECTORS'
REPORT.................................................................................................................
29

CORPORATE GOVERNANCE
STATEMENT...................................................................................
31

SUSTAINABILITY AND
GOVERNANCE……………………………………………………....……..………….…..……39

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IOFINA
PLC.................................... 43

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
................................................... 56

CONSOLIDATED BALANCE SHEET
..............................................................................................
57

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS'
EQUITY.................................. 58

CONSOLIDATED CASH FLOW STATEMENT
.................................................................................
59

COMPANY BALANCE SHEET
....................................................................................
................. 60

COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS'
EQUITY............................................. 61

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS.......................................................... 62

 

COMPANY INFORMATION

Directors
L J Baller

 
T M Becker

 
M T Lewin

 
J F Mermoud

 
M Fallin Christensen

 
T J Hughes

 

Secretary
Simon Holden

 

Company number                           05393357

 

Registered office                             48
Chancery Lane

 
London WC2A 1JF

 

Auditor
UHY Hacker Young

 
Quadrant House

 
4 Thomas More Square

 
London E1W 1YW

 

Nominated Adviser and Broker Canaccord Genuity Limited

 
88 Wood Street

 
London EC2V 7QR

 

Solicitors
Keystone Law Limited

 
48 Chancery Lane

 
London WC2A 1JF

 

Registrar
MUFG Corporate Markets (UK) Limited

 
Central Square

 
29 Wellington Street

 
Leeds LS1 4DL

 

Financial
PR
Yellow Jersey PR Limited

 
Thanet House

 
231-232 Strand

 
London WC2R 1DA

 

CHAIRMAN'S STATEMENT

2025 Highlights

Record year for revenue, EBITDA and production - the Group's strongest
financial results in its history.

 Key Metrics                          2025    2024    Change
 Iodine production (metric tonnes)    743 MT  634 MT  +17%
 Revenue                              $66.5m  $54.5m  +22%
 Gross profit                         $18.0m  $13.2m  +36%
 Adjusted EBITDA                      $11.8m  $7.6m   +56%
 Adjusted EBITDA margin               18%     14%     +4pts
 Profit before tax (excl. subsidies)  $8.4m   $4.8m   +75%
 Post-tax earnings                    $7.9m   $2.9m   +172%
 Net cash*                            $5.2m   $2.9m   +$2.3m
 Avg. realised iodine price (per kg)  $74.02  $68.65  +8%

* Excludes lease liabilities

Introduction

I am pleased to present Iofina's Annual Report and Accounts for the year ended
31 December 2025. This has been a year of meaningful progress across every
dimension of the business; operationally, financially, and strategically, with
the results reflecting the accumulated effort of the management team that has
executed consistently with a clear and disciplined growth plan.

When I reflect on where Iofina stood just a few years ago compared to today,
the transformation is considerable. Total crystalline iodine production has
grown substantially year after year. Our plant network has expanded from five
to eight operating IOsorb® facilities in the past three years, with each
being delivered on time and within budget. Our revenue and profitability have
risen in step and now, with construction underway on our first plant in a new
geographical region outside Oklahoma, our largest to date, in the Permian
Basin, the Company is entering a new development phase. I believe 2025 will
come to be seen as an important moment in our journey.

Iofina continues its progression setting out to do what no other iodine
production company in the world had ever done; extracting iodine from dirty,
oily brine water, a by-product from third party oil producers, and turning a
waste-managing cost for our partners into sustainable cashflow. Before the end
of 2026, Iofina will reach an annualised production rate, with the addition of
our newest plant coming online in the third quarter, in the region of 1,000
metric tonnes. This will take us close to becoming the largest iodine producer
in North America, which will accomplish another key milestone.  Iofina is the
leader in new area development, brine sampling, land development and
construction of new iodine extraction plants utilising its WET® IOsorb®
technology.  Iofina sells IOflow®, IOprill® iodine and iodine derivatives
through our global network of end users and distributors.  We are the only
iodine producer to test, build, lease and produce iodine in multiple states
since inception, and we continue to explore iodine extraction opportunities
globally as we move to the next chapter of growth.

Financial Performance

In 2025, Iofina delivered the strongest financial performance in the Group's
history. Full-year revenue grew 22% to $66.5 million, exceeding market
expectations set at the beginning of the year, while Adjusted EBITDA increased
56% to $11.8 million, representing an 18% margin which was also ahead of
forecast. This performance reflects strong production volumes, a favourable
pricing environment, and a strong sales cycle across the year, including the
benefit of elevated opening inventory and robust December sales activity. The
Board is pleased to have not only met but exceeded the targets set at the
start of the year.

Gross profit increased by 36% from $13.2 million to $18.0 million,
representing 27% of revenue compared to 24% in 2024. This margin improvement
reflects the operational leverage inherent in the IOsorb® model as production
volumes scale. Profit before tax, excluding the one-off ERTC payroll subsidies
of $2.1 million received under the CARES Act, grew by 75% from $4.8 million to
$8.4 million. Post-tax earnings rose from $2.9 million to $7.9 million.

At the interim stage, the Group reported record revenues for the first half of
2025 of $29.2 million, a 12.3% increase on the $26.0 million recorded in H1
2024. Total iodine sales for the period grew by 22% to $26.1 million, driven
by a 9% increase in crystalline iodine volumes to 208 metric tonnes and an 11%
increase in the average realised price to $74.27 per kilogram. Iodine
derivative sales also grew strongly, rising 16% to $9.2 million, supported in
part by the introduction of a new animal feed product additive from the
beginning of 2025.

The strong second-half performance was driven by record production volumes and
robust product sales, and resulted in full-year revenues and EBITDA exceeding
market expectations. The momentum built through H1 2025 continued and
accelerated in the second half, which is a testament to both the operational
performance of our plant network and the effectiveness of our commercial team
in converting production into sales.

The Group's balance sheet remained in good health throughout the year. Net
cash at 31 December 2025 stood at $5.2 million, an improvement on the $2.9
million held at the end of 2024, supported by net cash inflow from operating
activities of $8.9 million. Capital investment in the year was $8.4 million,
the majority of which related to the construction of IO#11 and early-stage
expenditure on the new Permian Basin plant. The Group's banking arrangements
with First Financial Bank of Ohio provide further headroom to support capital
requirements, if required in 2026. The Board is confident that the Group's
financing structure is appropriate for its current stage of development, and
that the business will fund its continued growth through its own cash flow
generation and existing banking facilities.

Production Records

Total crystalline iodine production for 2025 was 743.2 metric tonnes, a new
record for the Group and was a 17.2% increase on the 634.1 metric tonnes
produced in 2024. This was achieved at the upper end of our stated production
guidance range, and it represents the continuation of a multi-year trend of
consistent production growth delivered with impressive reliability.

To put this in context: in 2023, Iofina produced approximately 559 metric
tonnes, by 2024, that had grown to 634 tonnes, and now in 2025, we have
reached 743 tonnes. Each year the business has added significantly to its
production base without sacrificing quality, cost discipline, or safety
standards. The average production cost per kilogram across all plants was only
2% higher than in 2024, a commendable result given the pace of expansion.

The second half of 2025 was particularly strong, with production of 437.6
metric tonnes, a record for any six-month period in the Company's history, and
at the upper end of the 400-440 metric tonne guidance range issued at the
interim period. Q3 2025 was a record quarter at 215.8 metric tonnes,
representing a 32% increase on Q3 2024, while Q4 2025 contributed 221.8 metric
tonnes, up from 194.1 tonnes in the prior-year period.

The primary driver of the second-half acceleration was the commissioning of
the IOsorb® plant, IO#11, which came online in July 2025 and completed
construction on time and within its $5.3 million budget, the third consecutive
year in which Iofina has delivered a new plant to schedule and within cost.
This consistency reflects the depth of experience our operations and project
teams have developed over successive plant builds, and the proprietary nature
of the WET® IOsorb® technology that underpins every facility we operate.

IO#11 ramped up quickly following commissioning. By August 2025 the Group had
set a new monthly production record of 74.3 metric tonnes. Production across
all eight Oklahoma plants remained stable and consistent through Q4 2025, with
water volumes performing as expected. This operational stability has given the
Board confidence in the reliability of our production base into 2026.

For the first half of 2026, the Group recently announced that it anticipates
producing in the region of 385 metric tonnes of crystalline iodine, compared
to 305.5 metric tonnes in H1 2025. This has been  supported by a strong Q1
2026 performance of 177.8 metric tonnes against 124.1 metric tonnes in Q1
2025, which was an increase of 43.4%. As communicated consistently over recent
years, production is always second half weighted, reflecting the impact of
winter conditions on Oklahoma oilfield operations. The H1 2026 guidance
implies enhanced growth over the prior year and positions the Group well for
another strong full-year performance.

Permian Basin Expansion

The agreement announced in December 2025 with Western Midstream Partners, LP
to develop Iofina's next IOsorb® plant in the Permian Basin is, in the
Board's view, the most strategically significant development in the Company's
recent history. It represents not simply the addition of another plant to the
network, but the establishment of a new core area of operation at a materially
larger scale than anything Iofina has previously undertaken.

The Permian Basin, situated between Western Texas and Southeastern New Mexico,
is the largest oil-producing basin in the world, accounting for 48% of total
US crude oil production in 2024. It generates an extraordinary volume of
produced brine water as a by-product of oil and gas operations, with
water-to-oil ratios ranging from three to eleven times. Managing this produced
brine water is one of the most significant operational and environmental
challenges facing producers in the region. Our agreement with Western
Midstream offers a commercially attractive and environmentally beneficial
solution: we extract iodine from the produced water before it is returned for
disposal, transport, or recycling, turning what would otherwise be a waste
stream into a valuable resource.

Under the terms of the agreement, Western Midstream will supply up to 50,000
barrels of produced water per day, approximately double the maximum brine
throughput capacity of our existing Oklahoma IOsorb® plants, in exchange for
a fee on production. The new facility carries an annualised production target
of between 170 and 220 metric tonnes of crystalline iodine. At the midpoint of
that range, the Permian plant would on its own add more iodine output annually
than any single year of Iofina's total new production prior to 2021.

The new plant is being built, funded, and operated by Iofina at an estimated
capital cost of $8-9 million. This represents a notably capital-efficient
investment relative to the production capacity it delivers; for context, our
most recent plants in central Oklahoma cost ~$5.5m each and each facility
added ~100-150MT of crystalline iodine production annually. The Group believes
that larger plants with proportionally lower capital intensity, are central to
how we expect the business to evolve, they will positively help dictate the
pace and profitability of future growth.

Western Midstream is an ideal partner for this project. As one of the largest
produced-water midstream service providers in the Permian Basin, currently
handling more than 2.7 million barrels of water per day, Western Midstream
brings the infrastructure, expertise, and scale required to supply the volumes
our new plant will require. Their recent acquisition of Aris Water Solutions
has further strengthened their capabilities in produced-water recycling and
beneficial reuse.

Groundwork on the new plant commenced before the end of 2025, and the facility
is expected to be operational in Q3 of 2026. The agreement also establishes a
framework for additional plants in the Permian Basin, and the Board expects to
be able to report on further opportunities as the Group develops its presence
in the region. The Board sees this as the beginning of a new chapter, not a
single transaction.

Iodine Market Outlook

The global iodine market continued to provide a supportive backdrop for
Iofina's operations throughout 2025, and the Board's expectation is that this
will remain the case in the period ahead. The iodine spot price held
consistently above $70 per kilogram for the full year, with the average
realised price for Iofina's crystalline iodine at $74.02 per kilogram on a
100% basis, up 8% on 2024. With global iodine consumption in 2025 expected to
approach 40,000 metric tonnes the underlying drivers of demand remain intact.

The largest and most important application for iodine is iodinated contrast
media, used in medical imaging procedures such as CT scans and angiography.
Demand for contrast agents continues to grow, driven by increasing volumes of
diagnostic imaging in developed markets and by the expansion of healthcare
infrastructure in emerging economies. This is a long-term structural growth
driver that is not sensitive to short-term economic cycles.

Other significant end markets include LCD screens, pharmaceutical synthesis,
biocides, and animal health applications. Iofina Chemical's derivative product
portfolio is well-positioned across several of these segments. The addition of
a new animal feed product additive in 2025 has already become one of the
division's highest-volume derivative products, and the IC team continues to
invest in research and development to expand its product range in anticipation
of growing iodine output from the Iofina Resources side of the business.

The Board expects iodine prices to remain firm as we move through 2026. While
spot prices can be subject to short-term fluctuation, the balance of supply
and demand continues to support pricing above $70 per kilogram. In this
environment, Iofina's growing production volumes and improving cost per
kilogram are expected to generate increasing returns for shareholders.

Emerging Demand: Perovskite Solar Cells

A significant and fast-moving new source of iodine demand has emerged in the
form of next-generation perovskite solar cells, in which lead iodide is a
critical ingredient. Perovskite technology has advanced rapidly, with
certified power conversion efficiencies of single-junction cells now exceeding
27% and silicon perovskite tandem cells surpassing 34%. These cells can be
manufactured at lower temperatures and lower cost than conventional silicon
panels, making them an increasingly attractive option for expanding global
solar capacity.

Commercially, momentum is building. UK-based Oxford PV began shipping tandem
panels to the United States for utility-scale installation in September 2024,
and Korea-based Qcells reported a world record efficiency of 28.6% for
large-scale panels in December 2024. Japan, the second-largest iodine producer
in the world, has prioritised perovskite technology under its revised national
energy plan, targeting 20 gigawatts of perovskite-generated electricity by
2040.

For Iofina, this represents a meaningful long-term demand driver. Growing
perovskite solar manufacturing at scale will require significant quantities of
iodine and iodide compounds, and it is a structurally new end market, distinct
from the established medical imaging and LCD screen applications that have
historically driven iodine consumption. The Board will continue to monitor
developments in this sector closely.

Emerging Demand: Iodine in Refrigerants

A further area of emerging interest is the use of trifluoroiodomethane (CF3I)
as a component in next-generation low global warming potential refrigerants.
CF3I is a non-flammable, non-toxic compound with a GWP below 5, an atmospheric
lifetime of just 1.2 days, and it is manufactured using elemental iodine as a
direct feedstock. Honeywell has developed R-466A (Solstice N41), a
non-flammable replacement for R-410A used in commercial and residential air
conditioning systems, in which CF3I comprises approximately 39.5% of the blend
by weight.

While R-466A has not yet reached commercial-scale adoption, with some OEMs
continuing to assess long-term material compatibility, the direction of travel
in refrigerant regulation strongly favours lower-GWP alternatives, and
CF3I-containing blends represent one of the more technically promising
pathways. Should CF3I-based refrigerants achieve widespread adoption, the
iodine demand implications would be considerable given the volumes of
refrigerant consumed globally. The Board regards this as a medium-term
opportunity worth monitoring as the regulatory and commercial landscape
continues to evolve.

These are examples of new iodine technologies which will continue to grow the
market, and thus, expanding Iofina's production is the right pathway.

Safety and Our People

Safety is a core value at Iofina and a non-negotiable aspect of how we
operate. I am pleased to report that across the Group's operations in 2025,
there was only one minor lost-time incident and only one in aggregate in the
past five years. This is a record we are proud of, and one that reflects the
safety culture embedded throughout our workforce. As the business grows and
our operations expand into new geographies, maintaining this standard will
require continued vigilance and investment, and the Board is committed to
ensuring that safety remains the first priority.

Board and Governance

The Board continues to provide oversight and challenge the management team as
the Group pursues its growth strategy. We believe that maintaining strong
governance disciplines, in capital allocation, financial reporting, risk
management, and stakeholder engagement, is as important during periods of
growth as at any other time. The Board will continue to review its composition
and processes as the Company evolves, to ensure that it has the skills and
experience necessary to support the business effectively.

Outlook

The Board has commenced 2026 in a position of measured confidence. The Group
has a track record of delivery, implementing a clear strategy, and has the
financial resources to continue executing its plans. The Oklahoma plant
network is performing well and is expected to grow further. Construction of
the Permian Basin plant is underway, and its anticipated commissioning in Q3
2026 will add a significant new production capability to the Group. Beyond
this, the pipeline of future plant opportunities, in both existing and new
areas, continues to develop. The Group is on course to surpass the key
milestone of 5% of world iodine production within the next three to four
years, and our five-year strategic plan is designed to deliver significant
long-term value for shareholders.

The iodine market provides a favourable backdrop, and Iofina's integrated
model positions it well to convert growing production into growing revenues
and profits. We believe there is a short-term clear path to over 1,000 metric
tonnes of annual crystalline iodine production.  Over the medium term, we
have a plan to surpass 2,000 tonnes, as the business develops larger plants in
multiple core areas. The capital efficiency of this model, growing at a faster
rate without proportionately increasing costs or leverage, is what gives the
Board confidence that this growth can be delivered sustainably and in a way
that generates increasing value for shareholders.

Conclusion

I want to close by expressing my sincere thanks to the entire management and
operational team at Iofina for another year of strong execution. Building and
commissioning new iodine plants, managing a growing chemical manufacturing
operation, and developing new commercial partnerships simultaneously is a
demanding undertaking, and it is carried out to a consistently high standard.
I also want to thank our employees across all our operations for their
dedication and professionalism.

To our shareholders: thank you for your continued support and confidence in
Iofina. We remain focused on delivering the growth that we believe this
business is capable of, and we look forward to keeping you informed of our
progress throughout the year ahead.

Yours sincerely,

 

 

Lance J Baller

Non-Executive Chairman

Iofina plc

29 April 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL REVIEW

 

Summary 2025 v 2024

·    Record year for revenue, EBITDA and production

·    Iodine production increased by 109MT (17%) to 743MT

·    Revenue increased by 22% from $54.5m to $66.5m

·    Gross profit increased by 36% from $13.2m to $18.0m

·    Adjusted EBITDA increased by 56% from $7.6m to $11.8m (18% of
revenue)

·    Post-tax earnings increased from $2.9m to $7.9m (after pre-tax
subsidies of $2.1m)

·    Net cash increased by $2.3m from $2.9m to $5.2m*

·    Capital investment into chemical and iodine plants was $8.4m (2024:
$9.5m)

*excludes lease liabilities

 

Trading results

 

 Turnover             Crystallised  2025       Crystallised  2024
                      Iodine 85%    Sales      Iodine 85%    Sales
                      MT            $m         MT            $m
 Crystallised iodine  556           35.0       423           24.7
 Iodine Derivatives   224           17.8       206           16.9
 Prilled iodine                     6.5                      5.1
 Total iodine sales   780           59.3       629           46.7
 Non-iodine                         7.2                      7.8
 Total sales                        $66.5                    $54.5

 

Revenue increased by 22% from $54.5m to $66.5m, driven by an increase in
production and continued demand for the Company's iodine products. Iodine
production increased by 17% from 634MT to 743MT. Iodine production sold
increased by 24% from 628MT to 780MT, the latter figure including 2024 sales
orders for 42MT of crystallised iodine that missed year end shipping cut-offs
and were therefore deferred into 2025. The biggest increase was in sales of
raw crystallised iodine, where there was a 32% volume increase from 423MT to
556MT, and in addition the average 100% realised iodine price increased by 8%
from $68.65 to $74.02, resulting in an overall revenue increase of 42% from
$24.7m to $35.0m.

Derivative compounds turnover showed a relatively modest increase of 9% in
volume of iodine sold (from 206MT to 224MT) and a 5% increase in revenue from
$16.9m to $17.8m. Sales of non-iodine products fell by 8% from $7.8m to $7.2m,
mainly due to a volume decline in orders for the principal product (etchant
gas). The prilled iodine resale activity increased its turnover by 30% from
$5.1m to $6.5m.

 

The 17% increase in plant production from 634MT to 743MT reflected a full
year's production from IO#10 plant, which was only in production for the last
3 months of 2024, and also 5 months production from IO#11, the newest plant,
which was commissioned as of August 2025. The average production cost per kilo
across all plants was only 2% up on the 2024 cost.

Gross profit increased by 36% from $13.2m to $18.0m, and was 27% of sales
(2024 24% of sales). Margins were slightly better than in 2024, but the key
factor was the increase in volume described above.

Adjusted EBITDA increased by $4.2m (56%) from $7.6m (14% of sales) to $11.8m
(18% of sales). As well as the factors mentioned above, administrative
expenses increased by $0.5m (10%) with some investment in personnel and
programmes to support the planned expansion of the business.

ETRC subsidies received

Government payroll subsidies of $2.1m relating to COVID impacts on employers
were received as part of the resumption of payments under the program (see
Note 6). Tax is payable on these receipts.

Profit before tax

Profit before tax increased by $3.6m (75%) from $4.8m to $8.4m after excluding
the one-off subsidies referred to above. The improvement was mainly due to
increased volumes of sales, some price improvements, and ongoing control of
costs creating an operational gearing benefit.

Tax

Substantial tax allowances have been generated by an internal review of the
prior treatment of capital items and the increases in capital tax allowances
enacted by the One Big Beautiful Bill Act in July 2025. Consequently,
favourable timing differences between book and tax depreciation have been
created that have offset potential tax liabilities, and resulted in the
creation of deferred tax provisions rather than tax payments.

Capital investment

The Group invested $8.4m in capital projects and equipment in the year (2024:
$9.5m). Approximately $4.8m relates to the construction of the IO#11 plant in
Oklahoma, with a further $0.5m early stage expenditure on the new IO#12 plant
in the Permian Basin. There was also $0.8m expense on maintenance/improvement
of the other Oklahoma plants, and some $1.2m spent on ongoing acquisition of
landowner leases for recently constructed plants. $1.0m was spent primarily on
process improvements and replacements at the Iofina Chemical plant.

Cash flow

Cash started the year at $6.9m and ended $4.9m higher at $11.7m, after paying
off $1.4m of the bank term loan in accordance with the borrowing schedule and
investing $8.4m in capital projects. There were also favourable effects from
drawing $4.0m of bank capex facilities, receiving the $2.1m subsidies
described above, and having negligible net tax payments principally due to
accelerated tax allowances on capital items. The previous net cash position of
$2.9m improved by $2.3m to $5.2m. Net cash inflow from operating activities
was $8.9m excluding Government subsidies (2024 $11.5m) after taking into
account $2.9m of unfavourable working capital movements (2024 $4.7m positive
movements), the main driver being the amount and timing of sales receivables.

Bank facilities

During 2025 there were drawdowns of $4.0m against a $10.0m bank facility to
support capex expenditure. The drawdown period for that facility terminated in
March 2026, and a further $10.0m capex facility is being finalised with the
bank. Repayments of amounts drawn under these facilities are in equal monthly
instalments over seven years, and there are no penalties for accelerated
repayments. There is also a $6.0m working capital revolving line of credit
facility with a term to the end of 2026, currently in the process of being
extended to end 2027. No drawings were made on this facility in 2025, and no
amounts are outstanding for repayment.

Malcolm Lewin

Chief Financial Officer, Iofina plc

29 April 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DIRECTORS' BIOGRAPHIES

Lance J. Baller, Non-Executive Chairman

Mr. Baller was co-founder, CEO and President of Iofina Plc prior to his
departure for health reasons in June 2013. Mr. Baller was the Group's Finance
Director from 2007 until his appointment as CEO in 2010. Mr. Baller returned
as Chairman in April 2014. Mr. Baller currently serves as a director and as
sole or principal shareholder of several privately owned businesses, including
Baller Enterprises, Inc. (personal holding company),  Ultimate Investment
(personal investment company), Titan Au, Inc, Empire Leasing LLC, Valdez Au,
Inc, Extrac Technologies Limited, Extrac Technologies, Inc, Wyoming Sand
Company LLC, 44 Aggregate Inc, High Speed Aggregate Inc, GBB Management LLC
and Shaver Gross Consultant PLLC (which all are in gold, road aggregate,
silica mining, real estate, CPA services, taxes and planning), and Baller
Family Foundation, Inc. (personal family foundation) plus many others that he
has founded and successfully sold over the years. He is the former managing
partner of Shortline Equity Partners, Inc., a mid-market merger and
acquisitions consulting and investment company. Mr. Baller is also the former
Managing Partner of Elevation Capital Management, LLC and is the former
alternative investment hedge fund manager of the Elevation Fund. He is also a
former Vice-President of Corporate Development and Communications of
Integrated Biopharma, Inc. and prior to that a vice-president of the
investment banking firms UBS and Morgan Stanley. Mr. Baller has been a CEO,
interim CEO, Chairman, CFO and secretary of various private and public listed
companies throughout his career. He has served as Chairman of various
companies and has led successful restructurings. Mr. Baller has had extensive
experience in all aspects of corporate finance. Mr. Baller currently serves on
the boards of the Front Range Infrastructure Authority, Real Weld Metropolitan
District, and Real Colorado Soccer Club. He is also a Trustee of Cyber Hornet
Trusts, which includes one mutual fund and multiple NASDAQ-listed ETFs, where
he serves as Chairman of the Audit Committees and as the Audit Committee
Financial Expert under the Sarbanes-Oxley Act.

Dr. Thomas M. Becker, Chief Executive Officer

Dr. Becker has served as President/CEO of Iofina plc since 2014 and has led
Iofina Chemical since March 2010. Previously, Dr. Becker was the Vice
President of Research and Development at H&S/Iofina Chemical. Iofina
bought H&S in July 2009. Dr. Becker has conducted extensive research in
both inorganic and organic halogen-based chemistry. Dr. Becker has written a
magnitude of published technical papers in his career. Prior to H&S Dr.
Becker worked as an Oak Ridge Scholar on behalf of the US EPA and for various
other chemical manufacturing companies. Dr. Becker earned a BS in Chemistry
from Indiana University, and a PhD in Chemistry from the University of
Cincinnati. He has extensive experience in the scale-up of chemical processes
from laboratory to pilot to full scale production. Dr. Becker is a former
member of the Board of Governors of the Society of Chemical Manufacturers and
Affiliates ("SOCMA").

Malcolm T. Lewin, Chief Financial Officer

Mr. Lewin was named CFO and a director of the Group in November 2016 after
having joined Iofina as interim CFO in February 2016. Mr. Lewin is based in
the UK and has over 30 years of experience in finance and accounting for both
public and private companies. As well as being a partner in a chartered
accounting firm for 11 years, he has acted for various companies listed on AIM
and other exchanges. In particular, from 2000 to 2003, he was the Finance
Director of Oxford Metrics plc, an AIM company supplying motion capture and
visual geometry systems. From 2004 to 2006, he was the Finance Director of
Real Estate Investors plc, an AIM property investment company with interests
in quality commercial and industrial properties. From 2006 to 2011, he was a
Director and CFO of Hunter Bay Minerals plc, a junior mining company listed on
the Toronto Venture Exchange with interests in South America and Canada. From
2011 to 2014, he was CFO and Treasurer of VolitionRX Limited, an OTC life
sciences company focused on developing blood tests for a broad range of cancer
types and other conditions. Mr. Lewin has an MA in Classics from Oxford
University and qualified as a chartered accountant with Coopers & Lybrand.

J. Frank Mermoud, Non-Executive Director

Mr. Mermoud has more than 30 years' of experience in international business,
facilitating trade and investment in both the public and private sectors. He
has held senior international, economic and commercial policy positions within
the United States Government, having served as the Secretary of State's
Special Representative for Commercial and Business Affairs at the U.S.
Department of State from 2002 to 2009. Mr. Mermoud has served as a
Non-Executive Director of Cub Energy Inc. an oil and gas company headquartered
in Houston, Texas, Director of ATC Communications and as a Senior Advisor to
TD International

Mary Fallin Christensen, Non-Executive Director

Mary Fallin Christensen has served the State of Oklahoma for over 30 years.
She was elected the first female Governor of the State in 2010 and was
re-elected for a second term in 2014. Prior to serving as Governor, she held
several state and federal positions, including serving as US Congresswoman for
Oklahoma's 5th district between 2007-2011 and serving as Lieutenant Governor
of Oklahoma between 1995-2006. Mary has been a major contributor to natural
resources industries in Oklahoma, and implemented the State's first
comprehensive energy plan as well as its state-wide water plan. She has held
several positions, including Chair of the Southern State Energy Board, Chair
of the Interstate Oil & Gas Compact Commission, and has served on the
natural resource committee of the National Governors Association (NGA).
Previously, she also served on the United States House of Representatives
Committee on Small Business, was Small Business Chairman on the Republican
Policy Committee, and was named the "Guardian of Small Business" by the
National Federation of Independent Business. Mary has also served on numerous
Boards of Directors for both commercial organisations and non-profits.

Tim Hughes, Non-Executive Director (appointed January 1, 2026)

Tim has significant experience in general management in the specialty chemical
industry as well as corporate and sustainability matters. Tim was a member of
the Executive Committee of Synthomer plc for 11 years until 2023 as the
divisional director for the industrial specialties global business, which
included the company's specialty iodine business. Tim then became President of
Corporate Development, where he was responsible for investor relations,
external affairs and the development of the company's sustainability strategy.
Prior to Synthomer, Tim led the Urethane Technologies joint venture business
for Chemtura Corporation and spent 14 years in business leadership and
marketing roles at Courtaulds plc. Tim is based in the UK and holds a BSc in
Chemistry from the University of Manchester and an MBA from Cranfield
University.

STRATEGIC REPORT

Principal activities and review of the business

Iofina plc ("Iofina" or the "Company") is the holding company of a group of
companies (the "Group") involved in the exploration and isolation of iodine
and the production of specialty chemicals. Iofina Resources, Inc. is the
Group's wholly owned subsidiary, which utilises proprietary Wellhead
Extraction Technology® (WET®) and WET® IOsorb® methods to produce iodine
from brine water. Large volumes of brine water are sourced from partnerships
with third-party oil and gas operators and saltwater disposal ("SWD")
operators in the United States, and these brines are used as a raw material to
produce iodine at the Group's multiple IOsorb® plants. The Group's unique
business model isolates a resource, iodine, from a produced waste stream that,
without Iofina's technology, would be lost. The Company's WET® IOsorb®
technology has unique elements that allow Iofina to handle brines which
contain residual hydrocarbons and efficiently produce high-quality iodine. The
Directors of the Company believe that Iofina's production process, which
utilises brine water from third-party oil and gas production, is advantageous
for long-term sourcing of the raw material, minimises production and expansion
costs, and is the most environmentally friendly iodine production process in
the world. Iofina has an active geological team which models and explores for
economically viable sources of brines for iodine production. Compounds
containing iodine or other specialty chemicals are produced at and sold
through the Company's wholly owned subsidiary, Iofina Chemical, Inc., with the
major raw material being the Group's IOflo® crystalline iodine. Additionally,
the Group's crystalline iodine is sold directly to other iodine end-users.

Iodine is a rare element that is produced only in a few countries in the
world, with approximately 90 percent of global production coming from Chile
(~60%) and Japan (~30%, including recycled waste streams). Iodine and its
compounds have many human health-related applications, including X-ray
contrast agents, pharmaceuticals, antiseptics, thyroid function, and others.
Additional high-volume uses of iodine include LCD screen technology, material
heat stabilisation, animal feed additives, biocides, catalysts and more. New
iodine product applications in solar cells and refrigerants are potential
iodine growth market catalysts.   The Group produces iodine in the United
States, where the overall global iodine production is approximately 5.5% of
the world's total production, but where there is a large consumption of the
world's iodine by various American users. Iofina believes it is the
second-largest producer of iodine in North America.

The ability of the Group to expand its iodine production quickly, at a
low-cost, utilising a waste-stream, differentiates Iofina from other iodine
producers. This has been proven by the expansion of production and opening of
Iofina's newest IOsorb® plant IO#11, which opened in July 2025, and was the
third IOsorb® plant opened in three years. Iofina is currently building a
larger iodine production facility in the Permian Basin, which is scheduled to
open in Q3 2026, and will be the fourth plant in four years for the Group.
Additionally, the Directors believe that the Group's technology to produce
iodine is far more environmentally friendly compared to other producers. By
using a produced water waste stream from the oil-and-gas industry to isolate
iodine versus isolating iodine from ores, Iofina's process is considered
ecologically efficient in obtaining a valuable product from a waste stream
versus the environmentally intensive processes of mining iodine from ores by
Chilean producers.

Economically viable iodide-rich brine co-produced during oil and gas
production is not common, and the Group's proprietary geological model to
locate and anticipate iodide-rich sources is unique. The Directors of Iofina
are committed to producing its products in a sustainable and environmentally
friendly manner, and to improving communications regarding our long-term
strategy in respect of Iofina's sustainable operations and other responsible
business practices.

The focus of Iofina's current business model is the production of iodine from
brine and the creation and sale of specialty chemicals through Iofina
Chemical. The Directors feel strongly that diversification within the business
whilst focusing on our core expertise is important. Iofina Resources
diversifies its iodine production through multiple IOsorb® production plants,
with multiple brine supply partners. Currently, the Group operates eight
separate iodine production plants in Oklahoma and is building a ninth plant in
the Permian Basin.  The technology the Group has developed, which utilises a
waste resource already being produced, allows Iofina the ability to expand its
operations quickly with minimal capital expenditure. Continued growth in the
number of IOsorb® plants increases production, profit, and diversification.
Continued expansion of the Group's geological model provides opportunities for
Iofina outside of its current core areas. Iofina has identified and is
pursuing numerous iodine production opportunities to continue our growth
ambitions whilst maintaining diverse sources of brine. Expansion into the
Permian Basin as well as other Oklahoma opportunities for future iodine
plants, many of which are expected to be larger facilities than current
operations, are expected to accelerate iodine production for the Group.

Iofina Chemical produces a wide range of iodine-based products with
applications in various industries including agricultural, pharmaceutical,
biocides and others, whilst additional diversification is realised by the
production of non-iodine-based products. The demand for various products can
change, and Iofina Chemical's ability to produce a variety of products allows
the Group to take advantage of growing markets while not being as affected by
temporarily depressed or declining markets.

Iodine spot prices rose significantly between 2021 and mid-2022, exceeding
$70/kg by July 2022, and since that time, the iodine spot price has fluctuated
between the mid-sixties and upper seventies dollars per kilogram. Supply and
demand changes, as well as manufacturing cost increases, are the major factors
influencing the iodine price. As an iodine manufacturer, iodine prices have a
significant impact on the Group's gross profit margins.

During 2025, Iofina believes the total global demand for iodine grew slightly
from the prior year, and is approaching a total global demand of 40,000 MT. A
significant factor in this increase continues to be the demand for X-ray
contrast media applications. In 2025, prices were fairly stable and
comfortably above $70/kg and higher than in 2024. Iofina's average selling
price of our crystalline iodine on a 100% basis in 2025 was $74.02/kg versus
$68.60/kg in 2024. Generally, global contracted iodine prices for large
customers are slightly lower than spot prices. Demand for Iofina's iodine and
most of our iodine derivatives was robust in 2025, with Iofina Chemical seeing
mixed demand for some of its iodine derivatives but strong demand for Iofina's
crystalline iodine. Although it is difficult to predict, we expect global
demand for iodine to slightly increase in 2026 compared to 2025 levels led by
the growth of iodine in human health applications. A recession in the USA or
other major markets would likely have a negative effect on demand and prices.
Although not certain, we expect 2026 iodine prices to be near current levels.
The delayed Bull Mine project from Chilean producer S.C.M. Cosayach is likely
to commence production late in 2026 or early 2027. Iofina believes that any
increased production from this mine will not cause an imbalance in supply but
simply take on some of the industry's growth requirements. SQM, the world's
largest iodine producer, is constructing a sea water pipeline project which is
likely to be completed in 2026 and give SQM further flexibility in its
production as needed for market demand.

The Directors recognised that, as the Company built its IOsorb® plants,
Iofina's iodine production costs needed to be amongst the lowest in the
industry to be competitive. Between 2014 and 2017, numerous initiatives were
successfully implemented to optimise Iofina's technology and lower production
costs. Iofina remains committed to controlling costs both through technology
improvements and improved sourcing of inputs. In 2025, a dedicated sourcing
manager was hired for the Group and has had an immediate positive impact on
raw material pricing.

In 2017, Iofina implemented a business plan with a focus on prudent growth. In
early 2018, the Group's newest iodine plant at the time, IO#7, was completed.
By expanding our operations and building IO#7, the Group successfully lowered
its overall iodine production costs with its most efficient plant at that
time. The next major growth development occurred in Q2 2019 when the Company
performed an equity raise to reduce debt and provide working capital for
expansion projects. The result was the construction of IO#8, which began in
late 2019 and was completed in early April 2020. More recently, the Group has
executed a more rapid expansion of its iodine production and successfully
opened and operated three new plants in three years: IO#9 in June 2023, IO#10
in September 2024, and IO#11, in July 2025.  The next phase of Iofina's
growth plan is commencing now and will be a further, progressive step-change
for the organisation.

The Group is committed to establishing new routes to growth and is
investigating new locations and partnerships to expand iodine production.
Iofina's management team is utilising the experience from past business
expansions to play a role in scoping future acquisitions of prospective iodine
plants, as well as iodine market conditions and projections, in deciding how
fast the growth rate should be. That said, the Directors feel now is the time
to increase iodine production capacity at Iofina at a faster pace. Iofina has
worked tirelessly to improve the Group's balance sheet, and this has helped us
prepare for a more rapid expansion of the business. Iofina's business
development group has outlined an established pipeline of iodine production
projects, many of which are much larger iodine production opportunities than
our current sites. Iofina's geological and business development teams are
working in concert with future brine supply partners to evaluate and
prioritise these opportunities. Our next plant is currently under construction
and scheduled to open later this year, located in a new core area for Iofina
in the Permian Basin. This IOsorb® plant will be the first plant in Iofina's
next phase of strategic expansion. This new plant will be a larger facility,
capable of processing twice as much brine water as our current facilities.
Assuming continued positive market conditions, the Group expects to invest
more rapidly in the next number of years to build multiple, larger iodine
plants to significantly increase Iofina's iodine production output.  When the
new Permian plant comes online later this year, we are likely to be close to
1000MT of crystalline iodine production rate on an annualised basis. With our
established technology and a pipeline of new, larger opportunities, the
pathway for Iofina to produce 2000MT of crystalline iodine has become a lot
clearer.

Iofina Chemical continues to be recognised as a world-renowned halogen
specialty chemical producer. Vertical integration of the Group's iodine into
iodine derivatives gives Iofina's customers stability of supply in addition to
the long-standing quality and technical support to Iofina's global customers
for the goods sold to them. Additionally, the non-iodine-based halogen
derivatives produced by Iofina Chemical give the Group further diversity.
Iofina Chemical invested in multiple projects in 2025, including commercial
production of an iodine-based animal feed additive and will continue to invest
in areas to expand current products and develop new products for Iofina using
the Company's core expertise. Lastly, Iofina Chemical's sales team continues
to expand the number of customers who are purchasing Iofina's iodine and
planning for sales of larger volumes of iodine as our iodine production growth
plans are realised.

Key Performance Indicators

The Directors review a range of financial indicators to assess and manage the
Group's performance, including the following relating to revenue and iodine
production:

                                                          Year ended              Year ended
                                                         31 December             31 December
                                                             2025                    2024
                                                             $'000                   $'000

 Revenue from sales of iodine and iodine derivatives    $59,342                 $46,664
 Revenue from non-iodine products                       $7,173                  $7,801
 Total revenue                                          $66,515                             $54,465
 Total pounds of product shipped (LBS '000)             2,602                   2,052
 Crystallised iodine produced (Metric Tonnes)           743                     634
 IOsorb® plants in operation (year-end)                 8                       7

 

Commentary on some of the above indicators is in the Chairman's Statement on
pages 3 to 9.

Further commentary on the results for the year and the financial position at
the year-end is in the Financial Review on pages 10 to 12.

Objectives

At the end of 2025, the Group had eight operating IOsorb® iodine production
facilities in the two core areas of Oklahoma and a ninth under construction in
the Permian Basin. While the theoretical capacity of these plants is very
high, the practical capacity of the plants is somewhat lower. Practical
capacity considers multiple causes of downtime, including weather, repairs and
maintenance, inadequate brine (low parts per million of iodine, heavily
contaminated brine or little to no supply), power outages and other
conditions. As we have proven our technology and continue to improve
operations at current facilities, more accurate practical capacity operating
targets have been realised, as well as improvements for maximising practical
capacity.

Iofina Resources' unique business model allows the Group to determine sites
for new iodine production plants utilising existing brine produced from oil
and gas production and quickly bring these sites into production. While
technology and efficiency improvements at current facilities remain an ongoing
priority, the Company continues to explore new iodine production
opportunities. This objective of strategic expansion is focused on sites that
will continue to improve Iofina's output with low production costs. The Group
expects to continue its iodine production expansion at an even faster rate and
expects to reach a run rate of over 1000 MT of crystalline iodine per year
likely by the end of 2026. In late 2025, the Group began construction of our
first facility in the Permian Basin. It is a larger facility which can process
50,000 barrels of brine per day and is expected to produce between 170-220 MT
of crystalline iodine annually. The Group is in active discussion with
multiple brine partners, with access to total brine flows substantially higher
than at existing plants. Iofina is confident that a proportion of these
discussions will convert into further production plants, underpinning our
growth targets. This includes a number of larger-scale sites, with attractive
economics. With a pipeline of projects, a strong balance sheet, and a robust
iodine market, the Group expects to further increase its iodine production and
is on a path to reach 2000 MT over the coming years.

Brine supply to our IOsorb® plants can be affected by regulatory changes and
adjustments to our partners' saltwater disposal systems and oil production
programs. Iofina continues to work with its partners to implement plans to
maximise brine input and iodine output at each of our existing sites. The
mutually beneficial relationship between Iofina and its brine supply partners,
which allows Iofina to create iodine and for the brine suppliers to realise
value from a waste stream, is a key component for existing projects and
potentially for future sites. Continued efforts by our business development
and geological teams have identified numerous further expansion opportunities.
The Company will continue to evaluate and potentially execute these with
current and new potential brine supply partners when management determines the
proper timing for new sites.

The timing of future iodine production growth will be dependent on a series of
factors. These include the stability or increase of iodine prices, global
demand, Company cash flow, availability and cost of production at new sites,
partnership agreements, oil prices, production in areas with high iodide
content brines, and the regulatory landscape concerning brine injection. Lower
oil prices can lead to lower oil production if certain wells become
uneconomical, which in turn can affect brine supplies from our partners.
Therefore, the Group is also evaluating alternative brine sourcing
opportunities to have better control of brine supply at future sites. Whilst
the Directors are focused on expanding production capacity in the right
manner, it is also important to maintain the Company's strong balance sheet
and cash flow. Expansion in 2026 will occur with the completion of our new,
larger plant in the Permian Basin, the Group's fourth plant in four years.
The pace of additional plants is likely to be even more rapid, and the sizing
of future plants is generally expected to process larger volumes of brine.
The Directors will evaluate market conditions and detailed information on
potential future plant sites before spending capital on new IOsorb® plants.

Iofina Chemical has continued its progress to improve current processes,
ensure capacity meets demand, and continue R&D efforts to bring new
product lines in line with our core chemistries. Beginning in late 2024,
Iofina Chemical commercialised production of an iodine-based animal feed
compound.  The production of this compound ramped up in 2025 and resulted in
significant North American sales of this feed additive. Significant capital
investment projects in 2025 at Iofina Chemical included the installation of a
new reaction vessel to improve the process to produce a specialised
pesticide.  Also, additional storage tanks for iodide compounds were
installed.  PLC (Programmable Logic Controller) improvements have been made
to enhance current process controls, improve safety, and provide a framework
for controls of future projects. The sales and marketing team continues to
improve the Company's website and other marketing efforts which have resulted
in many new sales leads for the organisation.  As noted last year, the
expansion plans at Iofina Resources over the coming years will result in the
need for expansion of our customer base.  We expanded our customer base in
2025 for Iofina's IOflo® crystalline iodine, IOprill® iodine, and the
Company's iodine derivative products and will continue to expand the number of
customers we serve to meet our growth expectations.

Safety is the highest priority for the Group. Iofina handles and manufactures
specialty chemicals, some of which are hazardous. We are proud of our safety
record and make a concerted effort to continually improve our safety systems
and culture. The Group had one minor lost time incident in 2025.

Lastly, the Directors are committed to employee retention whilst controlling
costs. Employee safety and training are also key objectives for the Group. A
key component for the Group is the high operational gearing whereby the
Group's business model allows for the control of administrative and fixed
expenses whilst expanding operations.

Principal risks and uncertainties

Iofina plc is subject to many risks and uncertainties, which could have a
material effect on its business, operations or future performance, including
but not limited to:

Raw Materials: Brine water produced from oil and gas operations is the raw
material source for Iofina's iodine production. The Group continues to
evaluate opportunities to integrate its IOsorb® process into produced brine
water streams associated with hydrocarbon operations in the USA and
occasionally other brine stream sources throughout the world. However, there
is significant risk and no guarantee as to the volume of commercial quantities
of iodide-rich brine available to our current and future IOsorb® plants. Oil
and gas prices and demand for these hydrocarbons generally will dictate
whether our partners continue to expand their production or possibly reduce
hydrocarbon output. Changes in hydrocarbon production by our partners will
change the total brine availability to isolate iodine and thus the iodine
output of our IOsorb® plants. The saltwater disposal wells that our partners
operate may have temporary or permanent issues, which would likely affect the
brine supply to IOsorb® plants. In the past, reduction of capital spent by
our partners for new drilling and completion of wells in our core area
resulted in a decline in the total amounts of brine co-produced with oil and
gas in our key areas. Current brine volume availability to existing plants is
relatively steady to slightly declining and could reduce further. Contract
terms regarding brine supply are a risk to our iodine source. Iofina strives
to maintain good relationships with our partners who provide the brine water
to our existing IOsorb® plants. Maintaining a positive, mutually beneficial
relationship with our brine suppliers is a top priority for the Group. By
continuing an aggressive water-testing programme, active exploration utilising
geology and data analytics, and incorporating reservoir and production
engineering, we are constantly evaluating new potential locations for iodine
extraction in our core area and other locations.

Iofina Chemical sources raw materials throughout the globe. Understanding the
supply chain of these materials is important to minimise supply disruptions.
Global supply chain disruptions, tariffs, and logistic bottlenecks can
adversely affect the ability to obtain key raw materials and may result in
increased costs for these materials. Iofina Chemical has long-term
relationships with many of its suppliers. Additionally, when possible, Iofina
Chemical sources materials from multiple suppliers to reduce risk. Increased
regulations can adversely affect the availability and cost of materials.
Prices of raw materials and energy can change, and if increases in these
prices are not able to be passed on to our customers, it would negatively
affect margins for our products.

Global Crises: Global crises, while rare, can impact businesses significantly.
The COVID-19 pandemic was an example of such an event. Similar events in the
future could have a negative effect on the markets we operate in and on the
Group's profits. For instance, COVID-19 resulted in a global economic slowdown
and a reduced demand for many of Iofina's products. These types of events can
also result in delays in shipping, worker limitations, business closures and
other challenges which may negatively affect the Group. The diversity of
Iofina's products, along with the uses of products in areas like human health
applications makes Iofina less susceptible than many other businesses. During
the COVID-19 pandemic, Iofina quickly implemented many protocols to minimise
any adverse impact on the business, but these protocols only reduce risk and
cannot eliminate it. COVID-19 or other events such as political unrest, acts
of aggression (wars), other health crises, major weather events or others
would likely have an impactful effect on the Group.

Currently, Russia's invasion of Ukraine and the current Middle East conflict
have not directly affected Iofina's operations. Additional political sanctions
or negative impacts on global economies because of these conflicts may
adversely impact our business. Iofina does not have any current sales exposure
with Russia, Ukraine, or in or around the Middle East. Other geopolitical
events could negatively affect the Group. Issues such as the current USA
government's unpredictable implementation of tariffs may influence Iofina's
ability to source materials at current pricing levels and may impact the
ability of Iofina to sell its goods competitively in certain countries.

Environmental: The Group's operations are subject to the environmental risks
inherent in the exploration and chemical industries. The Group is subject to
environmental laws and regulations in connection with all its operations.
Although the Group intends to comply in respect of all applicable
environmental laws and regulations, there are certain risks inherent to its
activities, such as accidental spills, leakages or other circumstances that
could expose the Group to extensive liability. Accordingly, the Group
promotes, wherever possible, environmental sustainability in its working
practices and seeks to minimise, mitigate, or remedy any harmful effects from
the Group's operations on the environment at each of its operational sites.
Regulations on brine injections in the state of Oklahoma into the Arbuckle
geological formation in the Group's core area due to seismic activity were
implemented mainly in late 2015 to early 2016 and have affected Iofina's
partners' brine disposal into this formation near some of our sites. This
reduced some brine availability to Iofina at some sites. The Group and its
partners have implemented and continue to implement strategies to minimise the
effect on the availability of iodine-rich brine to Iofina due to these
regulations. Moving forward, the Group and its partners will continue to
monitor these risks and act accordingly. While the frequency and intensity of
earthquakes have significantly reduced in Oklahoma, and this reduction is
likely a result of regulated changes in brine disposal into the Arbuckle
formation, there is still a risk of additional earthquakes and regulation
moving forward. Changes in laws or regulations of brine streams could affect
brine availability or the cost of producing iodine.

As a specialty chemical manufacturer, new regulations based on chemical uses,
adverse human health, or environmental impact are a risk and may lead to
higher costs or controlled production. Greenhouse Gas ('GHG') regulations in
the USA have not impacted Iofina's ability to produce products it currently
manufactures; however, if production allocations are reduced in the future,
this would likely negatively affect Iofina's production output. Other
environmental regulations that restrict the manufacturing of chemicals that
Iofina produces would also cause a similar effect. The Group has a robust
Environmental, Health and Safety program and strives for continual improvement
in this area. Additionally, Iofina Chemical is a certified Chemstewards®
facility and has obtained ISO 9001:2015 certification.

Changes in Markets and Competition: Iofina is diversified in the markets we
serve. As a result, small changes to these markets generally will not
materially affect our business. However, major disruptions in key markets that
use iodine or the other specialty compounds we manufacture could have a
material negative effect on the Group. High interest rates and inflation can
negatively affect global growth and costs for Iofina. Whilst both interest
rates and inflation have generally ebbed in the USA, higher interest rates or
higher inflation may slow down product demand and increase our costs.
Additionally, the current tariff changes may cause both risk and reward for
Iofina depending on the policies of the US government and the markets we sell
into and source from. Also, higher tariffs may result in an economic slowdown
and supply chain disruptions. A significant contraction in global economies
may cause less demand for and pricing of the Group's goods.

Additionally, increased competition in the markets we serve could negatively
impact prices or the ability to sell our goods. In particular, large increases
in iodine production from competitors could negatively affect iodine prices
and the Group's market share. Expansions of iodine production capacity in
Chile may change the market's supply and demand dynamics. However, the exact
change is subject to several factors, including the scale of expansion, the
timing of increased supply and the global iodine demand growth rate at the
time of new supplies coming onstream.

Iodine Price volatility: Iodine's price and demand are highly dependent on a
variety of factors, including international supply and demand, the level of
consumer product demand, the price and availability of alternatives, actions
taken by governments and global economic and political developments. Increases
in current iodine producers' production capacities or new iodine producers
entering the market could impact prices. Fluctuations in iodine prices and a
material decline in the price of iodine would have a material adverse effect
on the Group's business, financial condition and operations. After a lull in
demand during the COVID-19 pandemic, demand for iodine rose significantly in
H1 2021. Continued substantial demand for iodine and iodine-incorporated
products has continued through today. As a result, iodine prices rose
significantly between H1 2021 and mid-2022. During H2 2022, iodine prices rose
above $70/kg and have fluctuated between the mid-sixties and upper seventies
per kilogram. Current spot iodine prices are in the seventies per kilogram.
The costs to produce iodine have also significantly increased since the
pandemic.

Key customers: There are a limited number of potential customers who purchase
many of the products of the Group's chemical business, which makes
relationships with these customers, as well as the success of those customers'
businesses, critical to the Group's success. These customers are in many
different countries, and the loss of one or more major customers could harm
the business, operating results and financial condition of the Group. Iofina
is continuing to diversify its customer base in its Chemical subsidiary as we
continue to grow our volumes of sales. In addition, Iofina works closely with
all its customers to develop strong relationships, with a significant focus on
ensuring that its products and services meet the needs of its customers and
are of the highest quality. In 2025 Iofina had seven customers each of which
contributed over 5% of sales (see note 3), with ongoing positive relations
with these customers.

Key Partners: Iofina partners with third-party oil and gas producers and
saltwater disposal operators to process iodine-rich brine which is co-produced
with oil and gas production. Fluctuations of oil and gas prices in the US can
affect the financial stability of oil and gas producers. Any changes in
operator status or the financial strength of our partners are a risk to brine
production and availability. The Group has agreements with our partners to
reduce any risk of change in status. Material changes in these brine supply
contracts with our partners may affect the Group. In 2025, Iofina executed a
new brine supply agreement with a new brine supply partner, Western Midstream,
and is currently constructing a new IOsorb® plant in the Permian Basin.

Regulation and Trade: Iofina's businesses are subject to various significant
international, federal, state, and local regulations currently in effect,
including but not limited to environmental, health and safety, and
import/export regulations. These regulations are complex, change frequently,
can vary from country to country, state to state and have generally increased
over time. Iofina may incur significant expenses to comply with these
regulations or to remedy violations of them. The current federal
administration in the USA is likely to reduce regulatory burdens in our
industries versus the previous administration; however, there have not been
any significant changes to the regulatory burden for our business. Any new
regulation in the USA or elsewhere that would increase the cost of raw
materials the Group uses, reduce the availability of these raw materials or
cap production of products the Group produces would likely reduce margins.

Any failure by Iofina to comply with applicable government regulations could
result in non-compliant portions of our operations being shut down, product
recalls or impositions of civil and criminal penalties and, in some cases,
prohibition from distributing our products or performing our services until
the products and services are brought into compliance, which could
significantly affect our operations.

The Group closely monitors regulations across its businesses to ensure that it
complies with the relevant laws and regulations. While Iofina believes that it
is compliant with all laws and regulations, any instances of non-compliance
would be brought to the attention of the appropriate authorities as soon as
possible. Iofina Chemical has been a long-time member of SOCMA (Society of
Chemical Manufacturers and Affiliates).  This trade association helps Iofina
ensure compliance with regulations and promotes regulatory advocacy for the
specialty chemical industry in the USA.

Trade relationships between the USA and other areas of the world have
deteriorated significantly since early 2025. Increased tariffs implemented by
the USA and retaliatory tariffs imposed by other governments against the USA
have the potential to adversely affect both raw material cost and supply, and
final product sales for Iofina in certain areas of the world. Currently,
additional tariffs imposed by China on USA imports into China have caused
sales into China to become essentially unattainable for Iofina. The Group has
been proactive in attempting to reduce the impact of tariffs, including
diversifying our supply chain and developing a larger number of customers. The
unpredictability and ever-changing USA tariff policy is a business risk for
Iofina and may directly impact the Company's supply and sales lines, reduce
sales margins, and may also cause a global economic downturn, which could
negatively affect the iodine market.

Inventory Fluctuations: Inventory level changes can cause financial
instability. High inventories negatively affect cash flow, while low
inventories can negatively affect sales volumes and customer relationships. In
2021, the Group started the year with larger-than-normal iodine inventories
and ended the year with lower-than-normal iodine inventories. In 2022, the
Group ended the year with more normalised iodine inventories and slightly
higher than ideal specialty chemical derivative end products and in-process
goods. By the end of 2023, the total inventory levels had declined slightly
from 31 December 2022 year-end levels. Inventories at the end of 2024 were
flat relative to the end of 2023. Inventories at the end of 2025 were lower
than ideal total inventories for the Group.  This year-on-year inventory
decrease positively affected 2025 sales, whilst the lower inventories to start
2026 will negatively affect the amount of materials available for sale in
2026. The Group actively works to maintain a proper inventory of goods to
achieve its business goals. Inventories are cyclical within our business, and
management closely tracks these inventories along with known and anticipated
demand for products to maintain appropriate inventories. As the Group's iodine
production grows, it is anticipated that the inventory levels of iodine will
also increase.

Insurance may not cover all material losses: The Group strives to carry
standard insurance for our industry that would minimise loss when events
occur. However, certain scenarios or events may not be fully covered by
insurance and could have a negative material impact on the Group. For example,
cyber-attacks have increased globally, and while the Group has increased
measures to thwart potential cyber-attacks, we cannot guarantee these measures
will prevent a cyber-attack.

Taxes: The Group has tax obligations, which have become more significant as
tax losses utilised against US Federal tax liabilities have now been spent.
Any increases in federal or local taxes could have a negative effect on the
cash flows of the organisation.

Personnel: As a small technical organisation, the loss of key technical or
senior management employees could negatively affect the business.
Additionally, the USA labour market remains fairly tight. This could result in
increased labour costs and a risk of delays or inability to produce products
due to labour shortages.

Significant Shareholders: Significant shareholders may have the ability to
effect changes that result in a material adverse effect on the organisation,
including a change in senior management or control of the Group or its Board
of Directors.

Interest Rates and Inflation: As a result of the 2020 debt changes that served
to significantly reduce both overall debt and interest rates for the Group, a
significant portion of the debt carries variable interest rates. While overall
debt continues to decline, interest rates remain relatively high and have
negatively impacted Iofina's debt costs. Any interest rate increases from
current levels would negatively impact debt costs for the Group. In 2025, the
Group drew down $4.0m of a loan facility repayable over seven years and is
finalising a further $10.0 million term loan on similar terms to be used for
capital expenditures for forthcoming plants. In addition, the Group has a
working capital facility of $6.0m available but not drawn as yet. These lines
carry variable interest rates.

Inflation in the USA lowered slightly in 2025 but was above the USA Federal
Reserve Bank's target of 2%. The costs of goods, energy, and labour for Iofina
have increased substantially since 2021, and while the inflation rate is
declining, cost increases are still a risk for the Group moving forward,
especially during a period where new tariffs are increasingly prevalent. The
ability to maintain margins in an increasingly inflationary environment is
uncertain. Additionally, as prices rise, there is a risk that some products
the Group sells may be replaced by cheaper alternatives, which could result in
an adverse effect on the business.

Litigation: While the Group has no pending litigation matters, there is a
possibility that future judgements or settlements could result in an adverse
effect on our business.

Going concern

The Group has performed well in 2025 and is performing as anticipated in 2026.
In 2025, the Group achieved a profit before taxation of $10.5m and a net cash
inflow from operating activities of $8.9m. Net cash of $2.9m at the end of
2024 improved to net cash of $5.2m as of 31 December 2025. The markets into
which the Group sells its products continue to experience good demand. Iofina
has appropriate credit facilities to fund current business growth objectives.
The Group has prepared forecasts and projections that indicate there are
adequate resources to continue in operational existence for the foreseeable
future. The Directors consider it appropriate to continue to adopt the going
concern basis in preparing the financial statements.

 

On behalf of the Board

 

Dr. Thomas M. Becker

Chief Executive Officer and President

29 April 2026

 

 

 

STATEMENT IN ACCORDANCE WITH SECTION 172 OF THE COMPANIES ACT 2006

 

As required by section 172 of the Companies Act 2006, a director of a company
must act in a way they consider, in good faith, would most likely promote the
success of the company for the benefit of its shareholders. In doing this, the
Director must have regard, amongst other matters, to the:

(a)       likely consequences of any decision in the long-term;

(b)       interests of the company's employees;

(c)       need to foster the company's business relationships with
suppliers, customers, and others;

(d)       impact of the company's operations on the community and the
environment;

(e)       company's reputation for high standards of business conduct;
and

(f)        need to act fairly as between members of the company.

 

As a Board our aim is always to uphold the highest standards of governance and
business conduct, taking decisions in the interests of the long-term
sustainable success of the Group, generating value for our shareholders and
contributing to wider society. We recognise that our business can only grow
and prosper over the long term by understanding the views and needs of our
stakeholders. Engaging with stakeholders is key to ensuring the Board has
informed discussions and factors stakeholder interests into decision-making.

The Directors insist on high operating standards and fiscal discipline and
routinely engage with management and employees of the Group to understand the
underlying issues within the organization. Additionally, the Board looks
outside the organization at macro factors affecting the business.  The
Directors consider all known facts when developing strategic decisions and
long-term plans, taking into account their likely consequences for the Group.

The Directors and management are committed to the interests and well-being of
Iofina's employees. Iofina is committed to the highest levels of integrity and
transparency possible with employees and other stakeholders. Safety
initiatives, consistent training, strong benefits packages and open dialogue
between all employees are just some of the ways the Group ensures its
employees improve skill sets and work hand-in-hand with management to improve
all aspects of the Group's performance.

Other stakeholders include customers, suppliers, lenders, industry
associations, government and regulatory agencies, media, local communities and
shareholders. The Board, both individually and together, consider that they
have acted in the way they consider would be most likely to promote the
success of the Group as a whole. To do this, there is a process of dialogue
with stakeholders to understand the issues that they might have. Iofina
believes that any supplier/customer relationship must be mutually beneficial,
and the Group is known for its commitment to details to its customers.
Communications with the Group's lenders and shareholders occur on an ongoing
basis and as questions arise. The Group also communicates through media
interviews and social media platforms.

The Directors are committed to positive involvement in the local communities
where we operate. Part of this commitment is our program 'Iofina Gives Back',
where Iofina supports local charities by donating time and goods.
Additionally, Iofina adheres to environmental regulations at its sites and
supports sustainability practices where possible.

Integrity is a key tenet for the Directors and the Company's employees. The
Company believes that any partnership must benefit both parties. We strive to
provide our stakeholders with timely and informative responses and are always
striving to meet or exceed customers' needs.

The Board recognises its responsibilities under section 172 as outlined above
and has acted at all times in a way consistent with promoting the success of
the Company with regard to all stakeholders.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CORPORATE GOVERNANCE

The Board considers that good corporate governance is a key driver for the
success of the business. Accountability to the Company's stakeholders,
including shareholders, customers, suppliers and employees is a vital element
in that governance. The Board's commitment to robust governance practices
remains key, ensuring that Iofina operates in a manner that is consistent with
the highest corporate governance standards.

The Board is committed to effective corporate governance as the basis for
delivering long-term value growth and for meeting shareholder expectations for
proper leadership and oversight of the business.

To help ensure that the Company has an effective corporate governance model,
the Board has adopted the Quoted Companies Alliance Corporate Governance Code
the latest version being the 2023 Quoted Companies Alliance Corporate
Governance Code (the "QCA Code"), with the application of such principles
evidenced in this report. Iofina applies the principles of the QCA Code as the
Board believes that adherence to the QCA Code provides a strong foundation for
delivering shareholder value and serves to mitigate and minimise risks.

Our Corporate Governance Statement on pages 31 to 38 of this report, in
conjunction with the corporate governance statement published on our website
(see: https://iofina.com/investors/aim-rule-26/corporate-governance/
(https://iofina.com/investors/aim-rule-26/corporate-governance/) ), follows
the 10 principles of the QCA Code and how it is applied by the Company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DIRECTORS' REPORT

The Directors present their report and financial statements for the Group for
the year ended 31 December 2025.

Strategic report

Included in the Strategic Report on pages 15 to 25 is the review of the
business and principal risks and uncertainties.

Post balance sheet events

There were no significant post balance sheet events.

Directors' responsibilities for the preparation of the financial statements

The Directors are responsible for preparing the Strategic Report and the
Directors' Report and the financial statements in accordance with applicable
law and regulations.

Company law requires the Directors to prepare Group and Company financial
statements for each financial year. The Directors are required by the AIM
Rules for Companies (as published by the London Stock Exchange) to prepare
Group financial statements in accordance with UK adopted International
Accounting Standards, and have elected under company law to prepare the
Company financial statements in accordance with International Accounting
Standards.

The financial statements are required by law and UK adopted International
Accounting Standards to present fairly the financial position of the Group and
the Company and the financial performance of the Group. The Companies Act 2006
provides, in relation to such financial statements, that references in the
relevant part of that Act to financial statements giving a true and fair view
are references to their achieving a fair presentation.

Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and the Company and of the profit or loss of the Group
for that period.

In preparing the Group and Company financial statements, the directors are
required to:

a.        select suitable accounting policies and then apply them
consistently;

b.       make judgements and accounting estimates that are reasonable
and prudent;

c.        state whether they have been prepared in accordance with UK
adopted International Accounting Standards; and

d.       prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the Company will
continue in business.

 

The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and the Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and the Company and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Group and the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Iofina plc website.

Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.

Results and dividends

The results for the year are set out in the consolidated statement of
comprehensive income and detailed in the Financial Review.

The directors do not recommend payment of a dividend.

Financial instruments and risk management

Note 15 details the risk factors for the Group and how these risks are
managed, including the degree to which it is appropriate to use financial
instruments to mitigate risks.

 

Directors

The directors who served during the year and subsequently were as follows:

Lance J. Baller, Non-Executive Chairman

J. Frank Mermoud, Non-Executive Director

Mary Fallin Christensen, Non-Executive Director

Dr. Thomas M. Becker, Chief Executive Officer and President

Malcolm T. Lewin, Chief Financial Officer

T. J. Hughes, Non-Executive Director (appointed 1 January 2026)

 

Statement as to disclosure of information to the auditor

The directors who were in office on the date of approval of these financial
statements have confirmed that, as far as they are aware, there is no relevant
audit information of which the auditor is unaware. Each of the directors has
confirmed that they have taken all the steps that they ought to have taken as
directors in order to make themselves aware of any relevant audit information
and to establish that it has been communicated to the auditor.

Auditor

UHY Hacker Young were appointed as auditors to the Company and in accordance
with Section 485 of the Companies Act 2006 a resolution proposing that they be
reappointed will be put to the next Annual General Meeting.

On behalf of the Board

Dr. Thomas M. Becker

Chief Executive Officer and President

29 April 2026

CORPORATE GOVERNANCE STATEMENT

The Board is committed to effective corporate governance as the basis for
delivering long-term value growth and for meeting shareholder expectations for
proper leadership and oversight of the business. The Board is responsible for
the overall leadership, strategy, development and control of the Group in
order to achieve its strategic objectives. We are committed to high standards
of governance, ensuring our procedures are robust, kept up to date and
appropriate for a Company of our size. The Board reviews its procedures
periodically to ensure that they evolve as the business grows.

The Company applies the QCA Code, which was last revised in 2023. Further
details of our application of the QCA Code is set out in this report and on
the Company's website at:
https://iofina.com/investors/aim-rule-26/corporate-governance/
(https://iofina.com/investors/aim-rule-26/corporate-governance/) .

The Company applies the principles of the QCA Code as the Board believes that
adherence to the QCA Code provides a strong foundation for delivering
shareholder value and serves to mitigate and minimise risks. The Directors are
also required to comply with certain duties that are contained in the
Companies Act 2006, and the Directors comply with those duties.

The Group is led by the Board which currently consists of two Executive
Directors and four Non-Executive Directors. The Board typically holds monthly
meetings, and no significant decision is made other than by the Directors. All
Directors participate in the key areas of decision making.

Business model, strategy and approach to risk

The Group focuses on the exploration and production of iodine and
halogen-based specialty chemical derivatives. We identify, develop, build, own
and operate iodine extraction plants, currently focused in North America,
based on Iofina's Wellhead Extraction Technology® (WET®) IOsorb®
technology. The Group has complete vertical integration from the production of
iodine in the field to the manufacture of the chemical end-products derived
from iodine to the consumer, and the recycling of iodine using iodinated
side-streams from waste chemical processes. We use patented or proprietary
processes throughout all business lines. Together these allow us to be the
Technology Leaders in Iodine®. The Group's strategy is to continue to focus
on the exploration and production of iodine and iodine specialty chemical
derivatives, delivering growth throughout our operations. Growth is intended
to be achieved with the continued upgrading and expanding of our plants, which
in turn will boost the level of iodine production.

All the Group's activities involve an ongoing assessment of risks, and the
Group seeks to mitigate such risks where possible. The Board has undertaken an
assessment of the principal risks and uncertainties facing the Group,
including those that would threaten its business model, future performance,
solvency and liquidity. Further, the Board has considered the longer-term
viability of the Group, including factors such as the prospects of the Group
and its ability to continue in operation for the foreseeable future. The Board
considers that the disclosures outlined in the Strategic Report on pages 15 to
25 are appropriate. The Board considers that these disclosures provide the
information necessary for shareholders and other stakeholders to assess the
Group's future viability and potential requirements for further capital to
fund its operations.

Having carried out a review of the level of risks that the Group is taking in
pursuit of its strategy, the Board is satisfied that the level of retained
risk is appropriate and commensurate with the financial rewards that should
result from achievement of its strategy.

Board of Directors

As of the date of this report, the Board comprises six Directors in total: the
Non-Executive Chairman, two Executive Directors (being the Chief Executive
Officer ("CEO") and the Chief Financial Officer ("CFO")) and three
Non-Executive Directors (each of whom are considered by the Board to be
independent), reflecting a blend of different experiences and backgrounds. The
skills and experience of the Board are set out in their biographical details
on pages 13 and 14. The experience and knowledge of each of the Directors give
them the ability to challenge strategy constructively and to scrutinize
performance.

The Board is responsible to the shareholders for the proper management of the
Group. The Board and the Group's management team are responsible for reviewing
and evaluating risk and the Executive Directors meet at least monthly to
review ongoing trading performance, discuss budgets and forecasts and new
risks associated with ongoing trading. The Board typically meets monthly to
set the overall direction and strategy of the Group, review operational and
financial performance and advise on management appointments (if necessary).
All key operational and investment decisions are subject to Board approval.
The Company Secretary is responsible for ensuring that Board procedures are
followed and applicable rules and regulations are complied with. The number of
meetings attended by each Director can be found on page 34.

There is a clear separation of the roles of CEO and Chairman. The Chairman is
responsible for overseeing the running of the Board, ensuring that no
individual or group dominates the Board's decision making and ensuring the
Non-Executive Directors are properly briefed on matters. The CEO has the
responsibility for implementing the strategy of the Board and managing the
day-to-day business activities of the Group.

By following the QCA Code, the Company can apply its flexible set of
governance principles, which are designed to help companies run better for
staff, investors, partners and the wider stakeholder community.

Time commitment

On joining the Board, Non-Executive Directors enter a formal appointment
letter with the Company, which identifies the terms and conditions of their
appointment and, in particular, the time commitment expected of them. A
potential Director candidate (whether an Executive Director or Non-Executive
Director) is required to disclose all significant outside commitments prior to
their appointment. The Board is satisfied that both the Chairman and the other
Non-Executive Directors can devote sufficient time to the Group's business.

Independence of Directors

The Directors acknowledge the importance of the principles of the QCA Code
which recommends that a company should have at least two independent
non-executive directors. The Board considers it has sufficient independence on
the Board and that all the Non-Executive Directors are of sufficient
competence and calibre to add strength and objectivity to the Board, and bring
considerable experience in industry, operational and financial development of
chemical products and companies. Specifically, the Board has considered and
determined that since the date of their respective appointments J. Frank
Mermoud, Mary Fallin Christensen and Tim Hughes are independent in character
and judgement, specifically that they:

·    have not been employees of the Company within the last five years;

·    do not have a material business relationship with the Group;

·    have no close family ties with any of the Group's advisers, Directors
or senior employees;

·    do not hold cross-directorships or have significant links with other
Directors through involvement in other companies or bodies; and

·    do not represent any shareholder.

The Board notes that two of the Non-Executive Directors, J. Frank Mermoud and
Mary Fallin Christensen, together with the Non-Executive Chairman, Lance
Baller, have to date received share options in the Company. The Board does not
believe the issue of options affects their independence as they are of a
modest amount and not deemed material to the relevant individual.

The Company Secretary maintains a register of outside interests and any
potential conflicts of interest are reported to the Board.

If they so wish, the Non-Executive Directors have opportunities to meet
without Executive Directors being present (including after Board and Committee
meetings). Because the Board is spread out geographically, the majority of
communications between Directors is conducted by video. However, the Board
does convene in person at least once a year, and this presents an opportunity
(before, after and between management and operational meetings) for the
Non-Executive Directors to meet in person without the Executive Directors
being present.

Professional development

Throughout their period in office, the Directors are continually updated on
the Group's business, the competitive and regulatory environments in which it
operates, corporate social responsibility matters and other changes affecting
the Group and the industry it operates in as whole. The updates are usually
provided by way of written briefings and meetings with senior management.
Directors are also advised on appointment of their legal and other duties and
obligations as a director of an AIM quoted company both in writing and in
communications (being face-to-face meetings whenever possible) with the
Company's Nominated Adviser. The Directors also have recourse to the Company
Secretary, a qualified and practising solicitor, who is a recognised
practitioner within the AIM community.

All the Directors are subject to election by shareholders at the first Annual
General Meeting of the Company ("AGM") after their appointment to the Board.
Having been appointed on 1 January 2026, Tim Hughes will be required to seek
re-election at the forthcoming AGM. Each Director is required, under the
Company's articles of association, to seek re-election at least once every
three years.

 

 

Board Committees

The Board has delegated authority to its committees to carry out the tasks
defined in their respective terms of reference. The committees are the Audit
Committee and the Remuneration Committee. The role of each committee is set
out in their respective terms of reference document.

Audit Committee

During the financial period under review, the members of the Audit Committee
were Lance Baller, J. Frank Mermoud and Mary Fallin Christensen. Mr Baller is
the Chair of the Audit Committee. The responsibilities of the committee
include the following:

·    ensuring that the financial performance of the Group is properly
monitored, controlled and reported on;

·    reviewing accounting policies, accounting treatment and disclosures
in the financial reports;

·    meeting the auditors and reviewing reports from the auditors relating
to accounts and internal control systems; and

·    overseeing the Group's relationship with external auditors, including
making recommendations to the Board as to the appointment or re-appointment of
the external auditors, reviewing their terms of engagement, and monitoring the
external auditors' independence, objectivity and effectiveness.

During the year, the committee met to review audit planning and findings. In
addition, it reviewed the appointment of auditors, and agreed unanimously to
re-elect UHY Hacker Young LLP.

Remuneration Committee

During the financial period under review, the members of the Remuneration
Committee were Lance Baller, Mary Fallin Christensen and J. Frank Mermoud. Ms
Christensen is the Chair of the Remuneration Committee. The responsibilities
of the committee include the following:

·    reviewing the performance of the Executive Directors and setting the
scale and structure of their remuneration with due regard to the interest of
shareholders;

·    overseeing the evaluation of the Executive Directors; and

·    determining the vesting of awards, including the setting of any
performance criteria in relation to the exercise of share options, granted
under the Company's share option plan.

During the year, the committee met to discuss remuneration and bonuses for the
Executive Directors, and share option awards for the Directors and senior
management.

The Directors' remuneration information is presented on page 37.

 

 

 

Attendance at meetings

The Board meets regularly, typically on a monthly basis, together with further
meetings as required. The Audit and Remuneration Committees meet as required,
and try to hold a minimum of two meetings each year.

The Directors attended the following meetings during the year:

                          Board  Audit  Remuneration
 Lance Baller             12/12  1/1    2/2
 Dr Thomas Becker         12/12  -      -
 Malcolm Lewin            12/12  -      -
 J. Frank Mermoud         12/12  1/1    2/2
 Mary Fallin Christensen  12/12  1/1    2/2

 

Risk management and internal control

The Board is responsible for the systems of internal controls and for
reviewing their effectiveness. The internal controls are designed to manage
rather than eliminate risk and provide reasonable but not absolute assurance
against material misstatement or loss. The Board reviews the effectiveness of
these systems annually by considering the risks potentially affecting the
Group.

Iofina employs strong financial and management controls within the business.
Examples of control procedures include:

·    an annual budget set by the Board with regular review of progress;

·    regular meetings of Executive Directors and senior management to
review management information and follow up on operational issues or
investigate any exceptional circumstances;

·    clear levels of authority, delegation and management structure; and

·    Board review and approval of significant contracts and overall
project spend.

The Company's system of internal control is designed to safeguard the
Company's assets and to ensure the reliability of information used within the
business. The system of controls manages appropriately, rather than
eliminates, the risk of failure to achieve business objectives and provides
reasonable, but not absolute, assurance against material misstatement or loss.
The Group does not consider it necessary to have an internal audit function
due to the small size of the administrative function. Instead, there is a
detailed monthly review and authorisation of transactions by the CFO and the
CEO.

The independent auditors do not perform a comprehensive review of internal
control procedures, but do report to the Audit Committee on the outcomes of
its annual audit process. The Board confirms that the effectiveness of the
system of internal control, covering all material controls including
financial, operational and compliance controls and risk management systems,
has been reviewed during the year under review and up to the date of approval
of the Annual Report.

The Group maintains appropriate insurance cover in respect of actions taken
against the Directors because of their roles, as well as against material loss
or claims against the Group. The insured values and type of cover are
comprehensively reviewed on a periodic basis.

Board effectiveness and performance evaluation

The Board is mindful that it needs to continually monitor and identify ways in
which it might improve its performance and recognises that board evaluation is
useful for enhancing a board's effectiveness.

The individual contributions of each of the members of the Board are regularly
assessed to ensure that: (i) their contribution is relevant and effective;
(ii) that they are committed; and (iii) where relevant, they have maintained
their independence. The Board intends to review the performance of the team as
a unit to ensure that the members of the Board collectively function in an
efficient and productive manner. As required pursuant to the Company's
articles of association, each Director is required to seek re-election at
least once every three years.

The Company considers that the Board and its individual members continue to
perform effectively, that the Chairman performs his role appropriately and
that the process for evaluation of his performance has been conducted in a
professional and rigorous manner.

Corporate Social Responsibility

The Board recognises the growing awareness of social, environmental and
ethical matters and it endeavours to take into account the interest of the
Group's stakeholders, including its investors, employees, suppliers and
business partners, when operating the business. Iofina's statement addressing
the steps taken by the Group to mitigate the risk of modern slavery and human
trafficking within its operation and supply chain can be found on the Iofina
website.

Employment

The Group endeavours to appoint employees with appropriate skills, knowledge
and experience for the roles they undertake and thereafter to develop and
incentivise staff. The Board recognises its legal responsibility to ensure the
wellbeing, safety and welfare of its employees and maintain a safe and healthy
working environment for them and for its visitors.

Investor Relations

The Board recognises the importance of communication with the Company's
shareholders to ensure that its strategy and performance is understood and
that it remains accountable to shareholders. Our website has a section
dedicated to investor matters and provides useful information for the
Company's shareholders (see: http://iofina.com/investors/
(http://iofina.com/investors/) ). The Board as a whole is responsible for
ensuring that a satisfactory dialogue with shareholders takes place, while the
Chairman and the CEO ensure that the views of the shareholders are
communicated to the Board as a whole. The Board ensures that the Group's
strategic plans have been carefully reviewed in terms of their ability to
deliver long-term shareholder value. Fully audited Annual Reports are
published, and Interim Results notified via Regulatory News Service
announcements. All financial reports and statements are available on the
Company's website (see: http://iofina.com/investors/financial-results
(http://iofina.com/investors/financial-results) ).

There is an opportunity at the Annual General Meeting for individual
shareholders to question the  Directors that are in attendance. The Chairman
and the Executive Directors customarily attend each Annual General Meeting in
person. Notice of the meeting is sent to shareholders at least 21 clear days
before the meeting. Shareholders are given the opportunity to vote on each
separate issue. The Company counts all proxy votes and indicates the level of
proxies lodged on each resolution, after it has been dealt with by a show of
hands.

Directors' remuneration

 

Remuneration provided to each Director was as follows:

                          2025                              2024
                          Salary    Bonus     Total $       Salary    Bonus  Total $
 Lance Baller             134,620   -         134,620       122,120   -      122,120
 Dr. Thomas Becker        315,600   55,000    370,600       303,400   -      303,400
 Malcolm Lewin            221,542   50,000    271,542       196,425   -      196,425
 Frank Mermoud            55,000    -         55,000        42,500    -      42,500
 Mary Fallin Christensen  55,000    -         55,000        42,500    -      42,500
 William Bellamy          -         -         -             21,250    -      21,250
 Total                    $781,762  $105,000  $886,762      $728,195  -      $728,195

 

No pension contributions were paid on behalf of the directors in 2025 or 2024.

 

Directors' and officers' insurance is in place on a Group-wide basis.

 

The interests of the Directors in office as at 31 December 2025 in the shares
of the Company at the end of the financial year and the beginning of the
financial year or date of appointment, if later, were as
follows:

 
31 December
2025
1 January 2025

L J
Baller
5,500,000
5,500,000

Dr. T M
Becker
139,430
139,430

M T
Lewin
93,750
93,750

J F
Mermoud
23,750
23,750

 

All outstanding options over shares granted to Directors up to 31 December
2025 are set out in the table below. No further options have been granted
between 31 December 2025 and the date of signing these financial statements.
No Directors exercised options in 2025.

 

 

 

 

 

 Name                  2018 Options granted  2019 Options granted  2020 Options granted  2022 Options granted  2023 Options granted
 Dr T Becker           660,000               242,000               266,200               266,200               266,200
 M Lewin               330,000               165,000               181,500               181,500               181,500
 L Baller              220,000               165,000               165,000               165,000               165,000
 JF Mermoud            -                     82,500                82,500                82,500                82,500
 M Fallin Christensen  -                     -                     82,500                82,500                82,500
                       1,210,000             654,500               777,700               777,700               777,700
 Exercise price        16.2p                 21.3p                 12.5p                 17.6p                 31.8p
 Lapse date            13/06/28              24/07/29              15/12/30              8/3/32                27/4/33

 

On behalf of the Board

Dr. Thomas M. Becker

Chief Executive Officer and President

29 April 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sustainability and Governance

Responsible Approach and Core Values

The Group has continually maintained a philosophy and commitment to perform
its operations in a safe, responsible manner regarding all stakeholders
including, but not limited to, staff, shareholders, customers and our
communities.

The Group has long applied tenets to conduct our business with low
environmental impact, a focus on our employees and communities, and operate
with the highest ethical standards. Iofina chose to produce our iodine from a
brine water source that is a by-product of the oil and gas industry. By
partnering with oil & gas operators, Iofina produces iodine from this
brine water, and this iodine would not be realised if Iofina was not operating
its iodine manufacturing plants. Iofina does not drill brine wells or brine
disposal wells but instead relies on sourcing brines which are already being
lifted. Most of the world's iodine is manufactured from iodate deposits in
ores in Chile through processes we believe are much more negatively intensive
to the environment than our WET® IOsorb® technology. The Group also
manufactures specialty chemicals through the Iofina Chemical division. IC has
held a long-established business philosophy to develop its processes in
aqueous-based chemistries, whenever possible, to reduce the use of organic
solvents, with the vast majority of IC's processes being performed in aqueous
media.

The iodine compounds the Group produces have a positive impact on society,
with iodine being essential for human and animal health. Whether it is
directly through the ingestion of foods containing iodides or fortified salt
as a micro-nutrient to ensure proper thyroid function and to stimulate proper
human and animal development; or by using iodine-containing compounds in
medical uses, such as iodinated X-ray contrast agents, production of
pharmaceuticals or the use of PVP-I in antiseptic applications, iodine plays
many important roles in a healthy society.

Environmental

The Group is committed to minimising its energy consumption and waste
generation. Energy use and environmental impacts are key criteria when
ordering and replacing equipment at our manufacturing sites. In 2025, Iofina
Chemical improved its air handling system in the production areas, increased
recycling efforts of plant packaging and scrap metals, and replaced a product
component with a more environmentally friendly surfactant. Projects to
significantly reduce water consumption are currently ongoing. Iofina Resources
executed projects which reduced chemical consumption, enhanced air scrubbing
capacities, sourced equipment for new facilities that are more energy
efficient, and improved erosion control practices during and after
construction to protect nearby waterways and maintain soil stability. Iofina
continues to implement strategies to reduce the environmental impacts of
current operations, as well as continually evaluating the minimisation of
emissions from new plants and processes. Upgrades and new processes undergo a
review which comprises evaluations to minimise energy use and environmental
impact.

The Group's total energy consumption at our manufacturing facilities in 2025
was:

Electricity (kWh) 15,060,123; Natural gas (CCF) 82,693; for the 1396 MT of
goods produced in 2025 by the Group. In 2024, consumption was: Electricity
(kWh) 13,612,900; Natural gas (CCF) 73,721; for the 1272 MT of goods produced
in 2024 by the Group.

 

 

Company and Group information

Iofina plc is a company incorporated in England and Wales; company number
05393357, with a registered office at 48 Chancery Lane, London WC2A 1JF (c/o
Keystone Law, Attn: Simon Holden). SECR is prepared for the Group's UK
activities and reported below.

Streamlined energy and carbon reporting (SECR)

Group's greenhouse gas emission data

                                                                               Year Ended 31 December 2025  Year Ended 31 December 2024  Base Year

 Scope 3
 Emissions in MT CO2e from business travel involving trips where the journey   30.76                        40.79                        28.67
 started or ended in the UK including emissions from air, taxi, hotel stays,
 etc.
 Intensity ratio MT CO2e per $m of income                                      0.463                        0.749                        0.573

 

Reporting Period

The reporting period for SECR data is 1 January 2025 through 31 December
2025.

Methodology and Discussion

We have followed the 2019 UK Government Environmental Reporting Guidelines and
have calculated emissions based on 2025 UK Government Conversion Factors. The
SECR data lists 2025 levels and 2023 will be considered the 'base year' for
future reporting as 2023 is the first year that Iofina was required to
communicate this SECR information. Scope 3 emissions are listed as required in
the reporting guidelines. We have chosen to report the ratio of CO2e per $m of
income, as this is a reasonable reflection of the business activities. The
Scope 3 emissions reported only reflect the impact on UK travel activities.
The company is committed to reducing environmental impacts, as discussed in
the previous section of this report, as well as minimising the impact of UK
travel. Some initiatives to reduce impacts due to UK travel include taking
direct flights when available and affordable, holding virtual meetings with
stakeholders to minimise frequency of trips to the UK from Iofina's USA-based
employees, and using public transportation in the UK whenever possible.

Targets

Iofina continues to prioritise the minimisation of environmental impacts of
our UK operations by minimising any trips to and from the UK and holding
virtual meetings when appropriate. We will continue to utilise public
transportation in the UK on trips whenever practical. We feel that our current
travel actions in the UK are appropriate and will continue to maintain these
policies. Total emissions are very small for the Group and the increase in
emissions year-on-year is attributable to an increase in trips by the UK-based
CFO to the USA. We expect the Group's total Scope 3 emissions per $m of income
to reduce by 10% from the base year by 2028, although this reduction may be
dependent on CFO travel as the base year was abnormally low.

Social

Health and Safety

The safety and health of Iofina's employees is the top priority for the Group.
This also extends to our contractors, visitors, and communities. Processing
and creating specialty chemicals have inherent risks. Through engineering
designs, extensive training and procedures, and PPE to name a few, our culture
insists that as a group we work together to ensure everyone's safety. We are
proud of our safety record but recognise that continual improvement is always
necessary as we evolve. In 2025 there was one minor Lost Time Incident ('LTI')
for the Group. The Group has not experienced one LTI in the last five years.

Iofina Lost Time Incidents

                      2024  2025
 Lost Time Incidents  0     1
 Incident Rate        0     0.74

 

Lost Time Incidents ('LTIs') are incidents where the person is unable to work
the next day of the incident. Incident rate is the number of LTIs per 200,000
hrs. worked.

Many other health and safety metrics are evaluated, and corrective actions are
taken to continually improve our systems in order to reduce incident
occurrences and severity.  These health and safety metrics are routinely
reviewed and discussed with upper management.

Community

Iofina is committed to being a socially responsible organisation. Our
programme, 'Iofina Gives Back', is an employee-driven programme designed to
support our local communities. Some of the programme's initiatives include the
donation of items and funds for disaster relief, toy drives, and food drives.

Additionally, for many years, Iofina Resources has partnered with Northwestern
Oklahoma State University and the OCAST Intern Partnership Program, which is
designed to advance science and technology opportunities and provide
experience and educational opportunities for undergraduate students. Multiple
students involved in these internships with Iofina have gone on to achieve
advanced level science degrees.

Diversity

Iofina is an Equal Opportunity Employer and all employment decisions at Iofina
are based on individual qualifications, particular job responsibilities, and
business needs without regard to race, color, religion, national origin, age,
gender, disability, or any other status protected by laws where we operate. A
culture of respect at Iofina is our commitment to all our employees and we
demand that our team treats our fellow workers and business partners in a
professional and non-discriminatory manner. Historically, the job applicants
that Iofina receives tend to underrepresent females when compared to the
general population. Iofina continues to investigate ways to find a more
diverse pool of job applicants.

Governance

The following are summaries of some of Iofina's Governance data and practices
and Board composition as at 31 December 2025. Corporate policies are reviewed
by the Board.

                     Total Board Members  %Male  %Female  %Non-executive  % Executive  CEO/Chairman separate roles
 Board of Directors  5                    80%    20%      60%             40%          Yes

 

·    Post-period the Group added Tim Hughes to the Board of Directors
effective 1 January 2026.

·    The Group has adopted the QCA Corporate Governance Code

·    The Group has adopted several policies including but not limited to:

o  Whistleblowing Policy

o  Anti-Fraud Policy

o  Anti-Corruption and Bribery Policy

o  Share Dealing Code

o  AIM Rules Compliance Policy

o  Modern Slavery Statement

Further detail regarding Corporate Governance practices can be found on pages
28 and 31 of this report.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Independent auditor's report to the members of Iofina PLC

 

Opinion

We have audited the financial statements of Iofina PLC (the 'Parent Company')
and its subsidiaries (the 'Group') for the year ended 31 December 2025 which
comprise the Consolidated Statement of Comprehensive Income, the Consolidated
Balance Sheet, the Consolidated Statement of Changes in Shareholders' Equity,
the Consolidated Cash Flow Statement, the Company Balance Sheet, the Company
Statement of Changes in Shareholders' Equity and notes to the financial
statements, including the significant accounting policies. The financial
reporting framework that has been applied in the preparation of the Group's
financial statements is applicable law and UK adopted International Accounting
Standards. The financial reporting framework that has been applied in the
preparation of the Parent Company's financial statements is FRS 101 'Reduced
Disclosure Framework applicable in the UK and Republic of Ireland' ('FRS 101'
or 'UK GAAP') and in accordance with the provisions of the Companies Act 2006.

 

In our opinion:

·    the financial statements give a true and fair view of the state of
the Group's and of the Parent Company's affairs as at 31 December 2025 and of
the Group's profit for the year then ended;

·    the Group financial statements have been properly prepared in
accordance with UK adopted International Accounting Standards;

·    the Parent Company financial statements have been properly prepared
in accordance with FRS 101 and as applied in accordance with the provisions of
the Companies Act 2006; and

·    the Group financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and Parent Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.

 

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statement is appropriate.

 

Our evaluation of the director's assessment of the entity's ability to
continue to adopt the going concern basis of accounting included:

 

 Evaluation of management assessment                                              Key observations
 Management have prepared detailed consolidated cash flow forecasts               The cash flow forecasts demonstrates that the Group will have a cash flow
 incorporating all entities within the Group covering the period to 31 December   surplus throughout the forecast period. These incorporated all budgeted and
 2027. These are based on their expectation of future costs, including budgeted   committed expenditure, the
 operating and capital expenditure on all the group's operating plants licence

 areas and expectations of future iodine production levels and commodity price.

 Our review included:                                                             schedule of repayment for the term loan and movements in working capital.

 ·    Assessing the transparency, completeness and accuracy of the matters
 covered in the going concern disclosure and management's cash flow

 projections;                                                                     We challenged management on assumptions used including iodine prices, iodine

                                                                                production and sales, inflation and various other costs. In reviewing the cash
 ·    Reviewing the cash flow forecasts, the methodology behind these,            flow forecasts, we separately sensitised the commodity price to determine the
 challenging the assumptions with management and corroborating them with our      maximum the price of iodine could fall by, assuming a constant volume, in
 historical knowledge of the Group;                                               order for the cash to be depleted to Nil by the end of the forecast period.

                                                                                Overall, the price of iodine would need to decrease by 59% in 2026 and 69% in
 ·    Performing a sensitivity analysis on the budgets provided to assess         2027 in order for EBITDA to be Nil for both years of the forecasts. Given the
 the change in revenue and iodine prices that would need to occur to push the     price of iodine has been increasing since 2018, this is not considered likely.
 Group into a cash negative position;

 ·    Ensuring arithmetic accuracy of the model;

                                                                                We have further sensitised the demand for crystallised iodine, reducing it to
 ·    Obtaining post year end management information and comparing these to       Nil. The results of this still showed a positive EBITDA for the group as a
 forecasts to assess whether budgeting is reasonable and the results are in       result of the flex in variable costs.
 line with expectations; and

 ·    Comparing the prior year budgeted cash flow with actual results to

 assess management's ability to budget.                                           We compared managements forecast to actual results post year end and noted

                                                                                timing differences and no other material variances.

                                                                                  We have compared the prior year cash flow projection with the current year
                                                                                  actual results and noted some differences noted in demand of lower gross
                                                                                  margin products and the remaining differences for cash flow due to timing
                                                                                  only.

                                                                                  Finally, we have recalculated loan covenant ratios for 31 December 2026 and
                                                                                  2027 showing no breaches based on budgeted figures.

 

 

Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the entity's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.

 

Our approach to the audit

 

As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the directors made subjective judgements, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain.

 

We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account an understanding of the structure of the Company and the Group, their
activities, the accounting processes and controls, and the industry in which
they operate. Our planned audit testing was directed accordingly and was
focused on areas where we assessed there to be the highest risk of material
misstatement.

 

Our Group audit scope includes all of the group companies. At the Parent
Company level, we also tested the consolidation procedures. The audit team
communicated regularly throughout the audit with the Chief Financial Officer
(CFO) in order to ensure we had a good knowledge of the business of the Group.
During the audit we reassessed and re-evaluated audit risks and tailored our
approach accordingly.

 

The audit testing included substantive testing on significant transactions,
balances and disclosures, the extent of which was based on various factors
such as our overall assessment of the control environment, the effectiveness
of controls and the management of specific risk.

 

We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant findings,
including any significant deficiencies in internal control that we identify
during the audit.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.

 

These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. This is not a complete list of
all risks identified during our audit. Going concern is a significant key
audit matter and is described above. In arriving at our audit opinion above,
the other key audit matters were as follows:

 

 

 Key audit matters                                                                How our audit addressed the key audit matters
 Revenue Recognition                                                              Our audit work included, but was not restricted to:

 (applicable to the Group financial statements only)                              ·    Documenting our understanding of management's process for evaluating

                                                                                revenue recognition and assessing the design effectiveness and implementation
                                                                                  of related key controls;

 Under IFRS 15, the entity shall recognise revenue to depict the transfer of      ·    Testing a sample of transactions throughout the year to ensure the
 goods or services to customers in an amount that reflects the consideration to   recognition is in line with IFRS 15, the Group accounting policy and to ensure
 which the entity expects to be entitled in exchange for those goods or           the accuracy and occurrence of revenue;
 services.

                                                                                ·    Tested a sample of transactions pre and post year end to assess
                                                                                  whether sales are accounted for in the correct period;

 The revenue stream for the group is derived from sale of iodine derivatives,     ·    Tested a sample of post year end credit notes to ensure no large
 iodine chemicals and ancillary products, all of which are fundamental to the     credit notes were issued post year end relating to 2025 sales; and
 financial statements and a systematic error in the calculation could lead to a

 material error.                                                                  ·    Using our data analytics software to assess the correlations between

                                                                                revenue entries, trade receivables and subsequent cash receipt.  This would
                                                                                  identify whether any subsequent reversal of trade receivables should have

                                                                                impacted the recognition of the revenue.
 In this regards, we therefore consider that there is a significant risk over

 the cut off, occurrence and accuracy of revenue recognition.

                                                                                  The Group's accounting policy on revenue recognition is shown in the
                                                                                  Accounting Policies for the consolidated financial statements and related
                                                                                  disclosures are included in note 1d.

                                                                                  Key observations

                                                                                  As a result of the audit procedures we performed and, after considering
                                                                                  management's disclosures of the judgements applied by them, we have concluded
                                                                                  that revenue recognition is materially complete, accurate, has occurred and
                                                                                  recognised on an appropriate basis.

 Valuation and Impairment review of property plant and equipment                  Our audit work included, but was not restricted to:

 (applicable to the Group financial statements only)                              ·    Reviewing Management's assessment of forecasted cash flows and

                                                                                challenged significant movements in forecasted cash flows compared to historic
                                                                                  performance;

 Under International Accounting Standard 36 'Impairment of Assets' (IAS 36),      ·    Reviewing Management's forecasted cash flows that feed into the
 companies are required to assess whether there is any indication that an asset   discounted cash flow model and challenged significant assumptions with
 may be impaired at each reporting date.                                          reference to historic results, market trends, appropriateness of discount

                                                                                rates and future expectations of commodity prices and sales growth;

                                                                                ·    Critically analysing whether or not the IOSorb plants should be
 Property, plant and equipment represent a significant balance in the financial   viewed as one Cash Generating Unit ("CGU") or multiple CGU's;
 statements with a combined net book value of $37.0m (2024 - $31.8m). The

 balance is primarily comprised of the IOSorb plants, equipment and machinery     ·    Challenging management and gained an understanding of what is
 and construction in progress.                                                    considered a cash generating unit; and

                                                                                  ·    Performing a downside sensitivity analysis and held discussions with

                                                                                Management to assess the likelihood of certain circumstances crystallising.
 The estimated recoverable amount of these balances is subjective due to the

 inherent uncertainty involved in forecasting and probability of the related
 future cash flows which is based on expected future cash flows of the IOSorb

 plants.                                                                          The Group's accounting policy on Impairment is shown in the Accounting

                                                                                Policies for the consolidated financial statements and related disclosures are
                                                                                  included in note 1m.

 Significant management judgement and estimation uncertainty is involved in
 this area, where the primary inputs are:

                                                                                Key observations
 •  Estimating cash flow forecasts; and

                                                                                As a result of the audit procedures we performed and, after considering
 • Selecting appropriate assumptions such as growth rate, Iodine prices and       management's disclosures of the judgements applied by them, we have concluded
 discount rate.                                                                   that no impairments are required.

 We therefore identified the risk over the valuation of property plant and        We have confirmed the estimates and judgements utilised within the models
 equipment as a significant risk.                                                 applied in relation to the impairment of property, plant and equipment are

                                                                                within acceptable ranges.

                                                                                  We are also satisfied that the plants should be considered one CGU.

 Valuation of Inventory                                                           Our audit work included, but was not restricted to:

 (applicable to the Group financial statements only)                              ·    Reviewed the inventory valuation on a sample basis to assess whether

                                                                                it is held at the lower of cost and net realisable value;

                                                                                ·    Considered the inputs used and accuracy of the billable of materials
 Inventory primarily consists of iodine and iodine derivatives. Inventory         calculation to value the initial cost per unit of the inventory; and
 should be held at the lower of cost and net realisable value.

                                                                                ·    Considered the inputs used and accuracy of calculations of the value
 The net realisable value is the estimated selling price in the ordinary course   of overheads absorbed into inventory. We challenged these assumptions with
 of business less any applicable selling expenses. As at 31 December 2025, the    management to ensure they are appropriate.
 inventory is valued at $8.4m (2024 - $10.1m). There is a risk that the

 carrying value in the Group accounts is higher than the recoverable amount and
 therefore materially misstated. Further, there is the added risk of the

 complexity of the measurement of the costs of conversion of the inventory and    The Group's accounting policy on Inventories is shown in the Accounting
 the estimates and judgements around this.                                        Policies for the consolidated financial statements and related disclosures are

                                                                                included in note 1o.

 We therefore identified the valuation of inventory as a key audit matter,

 which was one of the most significant assessed risks of material misstatement.   Key observations

                                                                                  As a result of the audit procedures we performed and, after considering
                                                                                  Management's disclosures of the judgements applied by them, we have concluded
                                                                                  that the valuation of inventory is materially accurate and recognised on an
                                                                                  appropriate basis.

                                                                                  We have confirmed the estimates and judgements utilised within the models
                                                                                  applied in relation to the valuation of inventory are within acceptable
                                                                                  ranges.

 Valuation and Impairment review of investments in subsidiaries and               Our audit work included, but was not restricted to:
 intercompany balances

                                                                                ·    Obtaining and reviewing the director's assessment of impairment with
 (applicable to the Parent Company financial statements only)                     regards to investment and loans due from its subsidiaries to assess whether

                                                                                the treatment of the balances was in line with IAS 36;

 Due to the material size of the investments in, and loans to, the subsidiaries

 the directors should critically consider if any indicators of impairment exist   ·    Reviewing the results of the impairment reviews undertaken by the
 in relation to the balances.                                                     directors and critically assess and challenge management for the assumptions

                                                                                used within the impairment review to ensure they are appropriate;
 The estimated recoverable amount of these balances is subjective due to the

 inherent uncertainty involved in forecasting the profitability of the            ·    Reviewing the 2025 forecasts against actual results to determine the
 subsidiaries.                                                                    Directors' historic forecasting accuracy;

 Where indicators of impairment have been identified a robust review of the       ·    Performing a sensitivity analysis on the key inputs mentioned above
 investments held by the Parent Company and any amounts due from subsidiaries     with the key being the decline in Iodine prices and sales growth; and
 to the Parent Company should be undertaken by the directors to confirm the

 value in use of these amounts and that there are no indications, or              ·    Calculating the enterprise value of the company and compared to net
 requirements for, impairments of the amounts.                                    book value ("NBV") of the investment and loans due to subsidiaries.

 Significant management judgement and estimation uncertainty is involved in       The Group's accounting policy on impairment is shown in the Accounting
 this area, where the primary inputs are:                                         Policies for the consolidated financial statements and related disclosures are

                                                                                included in note 1m.
 • Estimating cash flow forecasts;

 • Selecting an appropriate assumption such as growth rate and discount rate.

                                                                                Key observations

                                                                                As a result of the audit procedures we performed and, after considering
 We therefore identified the valuation of investments in subsidiaries and         management's disclosures of the judgements applied by them, we have concluded
 intercompany balances as a key audit matter, which was one of the most           that no impairments are required.
 significant assessed risks of material misstatement.

                                                                                  We have confirmed the estimates and judgements utilised within the models
                                                                                  applied in relation to the valuation and impairment of investments in
                                                                                  subsidiaries and intercompany balances are within acceptable ranges.

 Valuation and impairment review of Goodwill                                      Our audit work included, but was not restricted to:

 (applicable to the Group financial statements only)                              ·    Assessing whether goodwill arising from the acquisition of H&S

                                                                                Chemical was allocated to an appropriate CGU in accordance with the
                                                                                  requirements of IAS 36.

 Goodwill recognised on the acquisition of H&S Chemical has been allocated        ·    Evaluating management's value‑in‑use model, including reviewing
 to the Iofina Chemical ("IC") cash‑generating unit (CGU). At the reporting       the methodology applied and checking the mathematical accuracy of the
 date, goodwill and other related tangible and intangible assets allocated to     calculations.
 this CGU represented a material balance in the

                                                                                Assessing the reasonableness of the key assumptions used in the cash flow
                                                                                  forecasts, including:

 Group's consolidated statement of financial position.

                                                                                  ·    evaluating assumptions relating to iodine price increases by

                                                                                comparison to historical trends, contractual pricing where applicable, and
 In accordance with IAS 36 Impairment of Assets, goodwill is tested annually      available external market information;
 for impairment at the CGU level. Management has determined the recoverable

 amount of the IC CGU based on a value‑in‑use model, which incorporates a
 discounted cash flow forecast over a five‑year period and a terminal value,

 using an estimate of the weighted average cost of capital (WACC).                ·    assessing assumptions relating to iodine purity by comparing forecast

                                                                                purity levels to historical production data and considering the consistency of
                                                                                  assumed purity levels with the Group's operational capabilities;

 The determination of the recoverable amount involves a high degree of
 judgement, including assumptions relating to:

                                                                                ·    assessing inflation rate assumptions applied to operating costs with
                                                                                  reference to recent cost trends and published economic data; and

 ·    future revenue growth, including projected iodine price increases;

 ·    expected iodine purity levels, which directly impact achievable             ·    assessing the discount rate (WACC) by benchmarking key components
 pricing and margins;                                                             against market‑based data and, where appropriate, using independent

                                                                                valuation expertise.
 ·    operating costs and inflation rates; and

 ·    the discount rate (WACC) applied to future cash flows.

                                                                                ·    Comparing forecast cash flows to historical performance and to
                                                                                  budgets approved by the Board, and assessing whether the forecasts

                                                                                appropriately reflected current operating and economic conditions.
 We therefore identified the impairment assessment and valuation of goodwill to

 be a key audit matter given the materiality of goodwill, the level of
 estimation uncertainty, the sensitivity of the valuation to changes in key

 assumptions, and the risk that impairment may not be recognised where            ·    Performing sensitivity analyses on key assumptions, including iodine
 required.                                                                        pricing, iodine purity, inflation rates and the discount rate, to assess the
                                                                                  impact of reasonably possible changes on the recoverable amount of the IC CGU.

                                                                                  ·    Reviewing the disclosures in the financial statements to ensure that
                                                                                  the key assumptions and significant judgements applied in the impairment
                                                                                  assessment were appropriately described.

                                                                                  The Group's accounting policy on impairment is shown in the Accounting
                                                                                  Policies for the consolidated financial statements and related disclosures are
                                                                                  included in note 1h.

                                                                                  Key observations

                                                                                  As a result of the audit procedures we performed and, after considering
                                                                                  management's disclosures of the judgements applied by them, we have concluded
                                                                                  that no impairments are required.

 

Our application of materiality

The scope and focus of our audit was influenced by our assessment and
application of materiality. We apply the concept of materiality both in
planning and performing our audit, and in evaluating the effect of
misstatements on our audit and on the financial statements.

 

We define financial statement materiality as the magnitude by which
misstatements, including omissions, could reasonably be expected to influence
the economic decisions taken on the basis of the financial statements by
reasonable users.

 

In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.

 

 Materiality Measure               Group                                                                           Parent
 Overall materiality               We determined materiality for the financial statements as a whole to be         We determined materiality for the financial statements as a whole to be
                                   $391,000 (2024: $385,700).                                                      $312,000 (2024: $358,300).

 How we determine it               For 2025 materiality is based 5% of the last 3 years average Profit Before Tax  As the Parent is a holding company, materiality was based on 1% of gross
                                   ("PBT") for the Group. No change from the prior year.                           assets.
 Rationale for benchmarks applied  As a trading group, materiality based on average PBT is an appropriate factor   As a holding company, materiality is based on 1% of the total assets of the
                                   given the group's profitability in the past few years has been inconsistent     group. This is appropriate as the company is a holding company.
                                   and profitability being one of the key drivers of the business and is a key
                                   KPI for stakeholders.
 Performance materiality           On the basis of our risk assessment, together with our assessment of the Group
                                   and Company's control environment, our judgement is that performance
                                   materiality for the financial statements should be 75% of materiality for the
                                   Group and 60% for the Company:
                                   $293,250 (2024: $289,300)                                                       $234,000 (2024: $268,700)
 Specific materiality              We also determine a lower level of specific materiality for certain areas such
                                   as directors' remuneration and related party transactions of $2,500.
 Reporting threshold               We agreed with the Audit Committee that we would report to them all

                                 misstatements over 5% of Group and Company materiality identified during the
                                   audit, as well as differences below that threshold that, in our view, warrant
                                   reporting on qualitative grounds.

                                   We also report to the Audit Committee on disclosure matters that we identified
                                   when assessing the overall presentation of the financial statements.
                                   $19,550 (2024: $19,300)                                                         $15,600 (2024: $18,400)

 

Other information

The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report.  Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves.

 

If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

 

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

·    the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and

·    the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.

 

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.

 

We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:

·    adequate accounting records have not been kept by the Parent Company,
or returns adequate for our audit have not been received from branches not
visited by us; or

·    the Parent Company financial statements are not in agreement with the
accounting records and returns; or

·    certain disclosures of directors' remuneration specified by law are
not made; or

·    we have not received all the information and explanations we require
for our audit.

 

Responsibilities of directors

As explained more fully in the statement of directors' responsibilities set
out on page 26, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for
assessing the Group's and the Parent Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the group or Parent Company or to cease operations, or have no
realistic alternative but to do so.

 

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.

 

Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists.  Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.

 

The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:

Based on our understanding of the Group and the industry in which it operates,
we identified that the principal risks of non-compliance with laws and
regulations related to the use of regulated chemicals, tax legislation,
employment and health and safety regulations, anti-bribery, corruption and
fraud and we considered the extent to which non-compliance might have a
material effect on the financial statements.

We also considered those laws and regulations that have a direct impact on the
preparation of the financial statements such as the Companies Act 2006, UK
adopted International Accounting Standards and United Kingdom Generally
Accepted Accounting Practice. We evaluated management's incentives and
opportunities for fraudulent manipulation of the financial statements
(including the risk of override of controls), and determined that the
principal risks were related to posting manual journal entries to manipulate
financial performance, management bias through judgements and assumptions in
significant accounting estimates, in particular in relation to revenue
recognition, and significant one-off or unusual transactions.

Our audit procedures were designed to respond to those identified risks,
including non-compliance with laws and regulations (irregularities) and the
QCA's Code on Corporate Governance and fraud that are material to the
financial statements. Our audit procedures included but were not limited to:

•     Review of the financial statement disclosures to underlying
supporting documentation;

•     Review of reports from the regulators, including correspondence
with SOCMA (Society of Chemical Manufacturers and Affiliates), DEA (Drug
Enforcement Administration), US tax authorities and OSHA (Occupational Safety
& Health Administration);

•     Discussing with management their policies and procedures regarding
compliance with laws and regulations;

•     Enquiries of management and review of internal audit committee
reports in so far as they related to the financial statements;

•     Enquiring of management as to actual and potential litigation and
claims;

•     Review of relevant legal or professional costs within the
accounting records for any evidence of previously un-detected or un-reported
instances of non-compliance;

•     Communicating identified laws and regulations throughout our
engagement team and remaining alert to any indications of non-compliance
throughout our audit; and

•     Considering the risk of acts by the Group which were contrary to
the applicable laws and regulations, including fraud.

 

Our audit procedures in relation to fraud included but were not limited to:

•     Making enquiries of the management on whether they had knowledge
of any actual, suspected or alleged fraud;

•     Gaining an understanding of the internal controls established to
mitigate risks related to fraud;

•     Substantively testing of revenue and testing of journals to
identify unusual transactions and evaluating whether there was evidence of
bias by the Directors that represented a risk of material misstatement due to
fraud;

•     Performed analytical procedures to identify any unusual or
unexpected relationships;

•     Assessed whether judgements and assumptions made in determining
the accounting estimates were indicative of potential bias;

•     Investigated the rationale behind any significant or unusual
transactions;

•     Discussing amongst the engagement team the risks of fraud; and

•     Addressing the risks of fraud through management override of
controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we
would become aware of it. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.

 

 

Use of our report

This report is made solely to the Parent Company's members, as a body, in
accordance with part 3 of Chapter 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the Parent Company's members
those matters we are required to state to them in an auditor's report and for
no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Parent Company and the Parent
Company's members as a body, for our audit work, for this report, or for the
opinions we have formed.

 

Colin Wright

(Senior Statutory Auditor)

 

For and on behalf of UHY Hacker Young

Statutory Auditors

 

UHY Hacker Young

4 Thomas More Square

London E1W 1YW

 

29 April 2026

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

                                                                 Year ended       Year ended
                                                                 31 December      31 December
                                                                 2025             2024
                                                           Note  $'000            $'000

 Revenue                                                   3     66,515           54,465
 Cost of sales                                             4     (48,482)         (41,228)
 Gross profit                                                    18,033             13,237

 Administrative expenses                                   4     (6,218)          (5,670)
 Depreciation and amortisation                             4     (3,130)          (2,610)
 Operating profit                                                8,685            4,957

 Other income
 Government subsidies                                      6     2,076            -
 Profit before finance expense                                   10,761           4,957

 Finance income                                            8     141              176
 Finance expense                                           7     (311)            (266)
 Interest swap derivative asset                            20    (65)             (68)
 Profit before taxation                                    4     10,526           4,799

 Taxation                                                  9     (2,658)          (1,881)
 Profit for the year attributable to owners of the parent        $7,868           $2,918

 Earnings per share attributable to owners of the parent:
 -      Basic                                              10    $0.041                     $0.015
 -      Diluted                                            10    $0.040           $0.015

 

 

                                   2025       2024
 Adjusted EBITDA:                  $'000      $,000
 Profit before finance expense     10,761     4,957
 Depreciation and amortisation     3,130      2,610
 EBITDA                            13,891     7,567
 Other income                   6  (2,076)    -
 Adjusted EBITDA                   $11,815    $7,567

 

All activities are classed as continuing.

The accompanying notes form part of these financial statements.

 

 

CONSOLIDATED BALANCE SHEET

                                                        31 December      31 December
                                                        2025             2024
                                              Note      $'000            $'000
 Assets
 Non-current assets
 Goodwill                                     12        3,087            3,087
 Property, plant and equipment                13        37,042           31,790
 Term loan - interest swap asset              20        28               92
 Total non-current assets                               40,157           34,969

 Current assets
 Inventories                                  14        8,398            10,060
 Trade and other receivables                  16        18,916           11,896
 Cash and cash equivalents                    17        11,731           6,857
 Total current assets                                   39,045           28,813
 Total assets                                           $79,202          $63,782

 Equity and liabilities
 Current liabilities
 Trade and other payables                     18        12,936           10,800
 Loan repayments due within one year          20        1,793            1,429
 Lease liabilities                            19        75               160
 Total current liabilities                              14,804           12,389

 Non-current liabilities
 Loan repayments due after one year           20        4,709            2,500
 Lease liabilities                            19        81               170
 Deferred tax liability                       25        3,925            932
 Total non-current liabilities                          8,715            3,602
 Total liabilities                                      $23,519          $15,991

 Equity attributable to owners of the parent
 Issued share capital                         22        3,107            3,107
 Share premium                                23        -                60,687
 Share-based payment reserve                  24        2,435            2,411
 Distributable reserves/(retained losses)     23        56,085           (12,470)
 Foreign currency reserve                               (5,944)          (5,944)
 Total equity                                           $55,683          $47,791
 Total equity and liabilities                           $79,202          $63,782

 

The financial statements on pages 56 to 89 were approved and authorised for
issue by the Board and were signed on its behalf on 29 April 2026.

Dr. Thomas M. Becker - Chief Executive Officer and President

The accompanying notes form part of these financial
statements.               Company number 05393357

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                                                                  Attributable to owners of the parent
                                                                  Share    Share     Share-based  Distributable reserves  Foreign   Total
                                                                  capital  premium   payment      (Retained               currency  equity
                                                                                     reserve      losses)                 reserve
                                                                  $'000    $'000     $'000        $'000                   $'000     $'000

 Balance at 1 January 2024                                        $3,107   $60,687   $2,367       $(15,467)               $(5,944)  $44,750

 Transactions with owners
 Share-based expense                                              -        -         123          -                       -         123
 Share options forfeited                                          -        -         (79)         79                      -         -
 Total transactions with owners                                   -        -         44           79                      -         123

 Profit for the year attributable to owners of the parent         -        -         -            2,918                   -         2,918
 Total comprehensive income attributable to owners of the parent  -        -         -            2,918                   -         2,918
 Balance at 31 December 2024                                      $3,107   $60,687   $2,411       $(12,470)               $(5,944)  $47,791

 Transactions with owners
 Capital reduction scheme                                         -        (60,687)  -            60,687                  -         -

   (Note 23)
 Share-based expense                                              -        -         24           -                       -         24
 Total transactions with owners                                   -        (60,687)  24           60,687                  -         24

 Profit for the year attributable to owners of the parent         -        -         -            7,868                   -         7,868
 Total comprehensive income attributable to owners of the parent  -        -         -            7,868                   -         7,868
 Balance at 31 December 2025                                      $3,107   -         $2,435       $56,085                 $(5,944)  $55,683

CONSOLIDATED CASH FLOW STATEMENT

                                                                                     Year ended       Year ended
                                                                                     31 December      31 December
                                                                                     2025             2024
                                                                               Note  $'000            $'000
 Cash flows from operating activities
 Profit before taxation                                                              10,526           4,799
 Adjustments for:
 Depreciation                                                                  13    3,130            2,484
 Loss on disposal of fixed asset                                                     -                23
 Amortisation of intangible assets                                                   -                103
 Share-based payments                                                          24    24               123
 Revaluation of derivative asset                                               20    64               68
 Finance expense                                                               7     311              265
 Finance income                                                                8     (141)            (177)
      Government subsidies                                                     6     (2,076)          -
 Operating cash inflow before changes                                                11,838           7,688

    in working capital, tax paid and subsidies

 Changes in working capital
 (Increase)/decrease in trade and other receivables                                  (6,685)          3,825
 Decrease in inventories                                                             1,662            78
 Increase in trade and other payables                                                2,136            838
 Net cash inflow from operating activities before                                    8,951            12,429

     tax paid and subsidies

 Net tax paid                                                                        (1)              (901)
 Government subsidies                                                                2,076            -
 Net cash inflow from operating activities after                                     11,026           11,528

      tax paid and subsidies

 Cash flows from investing activities
 Interest received                                                             8     141              177
 Additions to property, plant and equipment                                    13    (8,382)          (9,513)
 Net cash outflow from investing activities                                          (8,241)          (9,336)

 Cash flows from financing activities
 Bank loan drawdowns                                                                 4,003            -
 Bank loan repayments                                                          20    (1,429)          (1,429)
 Interest paid                                                                       (293)            (246)
 Lease payments                                                                19    (192)            (178)
 Net cash inflow/(outflow) from financing activities                                 2,089            (1,853)

 Net increase in cash and cash equivalents                                           4,874            339

 Cash and cash equivalents at beginning of year                                      6,857            6,518
 Cash and cash equivalents at end of year                                            $11,731          $6,857

 

COMPANY BALANCE SHEET

                                                            31 December      31 December
                                                            2025             2024
                                                  Note      $'000            $'000
 Assets
 Non-current assets
 Investment in subsidiary undertakings            28        17,199           17,199
 Total non-current assets                                   17,199           17,199

 Current assets
 Due from subsidiaries                            28        17,475           18,395
 Trade and other receivables                      16        8                8
 Cash and cash equivalents                        17        176              224
 Total current assets                                       17,659           18,627
 Total assets                                               $34,858          $35,826

 Equity and liabilities
 Current liabilities
 Trade and other payables                         18        332              258
 Total current liabilities                                  332              258

 Equity attributable to the owners of the parent
 Issued share capital                             22        3,107            3,107
 Share premium                                    23        -                60,687
 Share-based payment reserve                      24        2,435            2,411
 Distributable reserves/(retained losses)                   34,743           (24,878)
 Foreign currency reserve                                   (5,759)          (5,759)
 Total equity                                               34,526           35,568
 Total equity and liabilities                               $34,858          $35,826

 

The directors have taken advantage of the exemption offered by section 408 of
the Companies Act 2006 not to present a separate statement of comprehensive
income for the parent company.

The parent company has also taken advantage of certain disclosure exemptions
conferred by FRS 101 and has not provided a Cash Flow Statement.

The loss for the financial year dealt with in the financial statements of the
parent company was $1,065k (2024 loss $1,022k).

 

The financial statements on pages 56 to 89 were approved and authorised for
issue by the Board and were signed on its behalf on 29 April 2026.

Dr. Thomas M Becker

Chief Executive Officer and President

Company number: 05393357

COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

 

                                            Attributable to equity holders of the parent
                                            Share     Share     Share based  Retained   Foreign   Total
                                            capital   premium   payment      losses     currency  equity
                                                                reserve                 reserve
                                            $'000     $'000     $'000        $'000      $'000     $'000

 Balance at 1 January 2024                  $3,107    $60,687   $2,367       $(23,935)  $(5,759)   $36,467

 Transactions with owners
 Share-based expense                        -         -         123          -          -         123
 Share options forfeited                    -         -         (79)         79         -         -
 Total transactions with owners             -         -         44           79         -         123

 Loss attributable to owners of the parent  -         -         -            (1,022)    -         (1,022)
 Total comprehensive income for the year    -         -         -            (1,022)    -         (1,022)
 Balance at 31 December 2024                $3,107    $60,687   $2,411       $(24,878)  $(5,759)   $35,568

 Transactions with owners
 Capital reduction scheme                   -         (60,687)  -            60,687     -         -

   (Note 23)
 Share-based expense                        -         -         24           -          -         24
 Total transactions with owners             -         (60,687)  24           60,687     -         24

 Loss attributable to owners of the parent  -         -         -            (1,065)    -         (1,065)
 Total comprehensive income for the year    -         -         -            (1,065)    -         (1,065)
 Balance at 31 December 2025                $3,107    -         $2,435       $34,744    $(5,759)   $34,527

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1.    Accounting policies

The Company is a public limited company incorporated and domiciled in the
United Kingdom. The Company is listed on the AIM Market of the London Stock
Exchange.

The registered office is located at 48 Chancery Lane, London, WC2A 1JF. The
principal activities of the Company have been and continue to be investment in
subsidiaries engaged in the production of iodine and iodine derivatives,
including the arrangement of finance for and the provision of management
services to subsidiaries.

a) Statement of compliance

These consolidated financial statements have been prepared in accordance with
UK adopted International Accounting Standards ('IFRS') and IFRS
Interpretations Committee ('IFRIC') and the Companies Act 2006 applicable to
companies reporting under IFRS. The accounts of the parent company, Iofina
plc, have been prepared in accordance with FRS101 'Reduced Disclosure
Framework applicable in the UK and Republic of Ireland' (FRS 101). The company
has taken advantage of certain disclosure exemptions conferred by FRS101,
including not presenting a Company Cash Flow Statement.

The accounting policies set out below have been applied consistently to all
periods presented in these consolidated financial statements.

b) New standards, interpretations and amendments

Management continues to evaluate standards, amendments and interpretations
which are applicable and effective for reporting periods beginning after the
date of these financial statements and have not been adopted early, including:

-      Lack of Exchangeability (Amendments to IAS 21)

-      Classification and Measurement of Financial Instruments
(Amendments to IFRS9 and IFRS7)

-      Annual Improvements to IFRS Accounting Standards - Volume 11
(IFRS1, IFRS7, IFRS9 and IFRS10)

-      IFRS 18 Presentation and Disclosure in Financial Statements

-      IFRS19 Subsidiaries without Public Accountability: Disclosures

 

Implementation of the above is not expected to have a material effect on the
Group's financial statements in the future.

c) Basis of preparation of financial statements

The financial statements have been prepared on the historical cost convention
as modified by the revaluation of financial liabilities at fair value through
profit and loss.

The financial statements are presented in US Dollars, which is also the
Group's functional currency.

Amounts are stated in thousands of US Dollars, unless otherwise stated.

As permitted by Section 408 of the Companies Act 2006, the parent company's
income statement has not been included in these financial statements.

 

d) Revenue recognition

 

Revenue is measured as the amount of consideration we expect to receive in
exchange for transferring goods or providing services, and is recognized when
performance obligations are satisfied under the terms of contracts with our
customers. A performance obligation is deemed to be satisfied when transfer of
control of the product or service is transferred to our customer. The
transaction price of a contract, or the amount we expect to receive upon
satisfaction of all performance obligations, is determined by reference to the
contract's terms and includes adjustments, if applicable, for any variable
consideration, such as customer rebates or commissions, although these
adjustments are generally not material. Costs incurred to obtain contracts
with customers are expensed immediately.

 

Revenue consists of sales of iodine derivatives, iodine, chemicals and
ancillary products. All of our revenue is derived from contracts with
customers, and almost all of our contracts with customers contain one
performance obligation for the transfer of goods where such performance
obligation is satisfied at a point in time. Transfer of control of a product
is deemed to be transferred to the customer upon shipment or delivery.
Significant portions of our sales are sold free on board shipping point or on
an equivalent basis, while delivery terms of other transactions are based upon
specific contractual arrangements. Our standard terms of delivery are
generally included in our contracts of sale, order confirmation documents and
invoices, while the timing between shipment and delivery generally ranges
between 1 and 45 days. Costs for shipping and handling activities, whether
performed before or after the customer obtains control of the goods, are
accounted for as fulfilment costs.

 

e) Research and development expenditures

Expenditure on research (or the research phase of an internal project) is
recognised as an expense in the period in which it is incurred. Costs that are
directly attributable to the development phase of a new customised chemical
manufacturing process or development of a new iodine project are recognised as
intangible assets provided they meet the following recognition requirements:

§ completion of the intangible asset is technically feasible so it will be
available for use or sale;

§ the Group intends to complete the intangible asset and use or sell it;

§ the Group has the ability to use or sell the intangible asset;

§ the intangible asset will generate probable future economic benefits;

§ there are adequate technical, financial and other resources to complete the
development and to use or sell the intangible asset; and

§ the expenditure attributable to the intangible asset during its development
can be measured reliably.

 

Among other things, this requires that there is a market for the output from
the intangible asset or for the intangible asset itself, or, if it is to be
used internally, the asset will be used in generating such benefits.

Development costs not meeting these criteria for capitalisation are expensed
as incurred. In 2024, all research and development expenditures were expensed
as incurred.

f) Going concern

The Group considers that it is now well placed financially with low overall
debt, proper debt facilities, generation of profits and free cash flows, and
sustained upwards trends in iodine pricing. On that basis the Group has
prepared forecasts and projections that indicate there are adequate resources
to continue in operational existence for the foreseeable future. However, the
Group recognises that there can be no certainty where these predictions are
concerned. After due consideration of the foregoing, the Directors consider it
appropriate to continue to adopt the going concern basis in preparing the
financial statements.

g) Basis of consolidation and investments in subsidiary undertakings

The consolidated financial statements incorporate the financial statements of
the Company and its subsidiaries made up to 31 December 2025. Subsidiaries are
entities over which the Group has the power to control the financial and
operating policies so as to obtain benefits from their activities. The Group
obtains and exercises control through voting rights. The acquisition method of
accounting is used to account for the purchase of subsidiaries by the Group.
On acquisition, the subsidiary's assets and liabilities are recorded at fair
value, reflecting their condition at the date of acquisition.

The financial statements of subsidiaries are included in the consolidated
financial statements from the date control commences until the date control
ceases.

Intra-Group balances and any unrealised gains and losses or income and
expenses arising from intra-Group transactions are eliminated in preparing the
consolidated financial statements, unless the losses provide an indication of
impairment of the assets transferred.

Amounts reported in the financial statements of the subsidiaries are adjusted
where necessary to ensure consistency with the accounting policies adopted by
the Group.

Investments in subsidiary undertakings are stated in the parent company
balance sheet at cost less provision for any impairment losses.

h) Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The
acquisition method involves the recognition of the acquiree's identifiable
assets and liabilities, including contingent liabilities, regardless of
whether they were recorded in the financial statements prior to acquisition.
On initial recognition, the assets and liabilities of the acquired subsidiary
are included in the consolidated balance sheet at their fair values, which are
also used as the basis for subsequent measurement in accordance with the
Group's accounting policies. Acquisition costs are expensed as incurred.

Goodwill represents the excess of the fair value of consideration payable in a
business combination over the fair value of the Group's share of the
identifiable net assets of the acquiree at the date of acquisition. Any excess
of identifiable net assets over the fair value of consideration is recognised
in profit or loss immediately after acquisition.

As described in Note 1m) below, goodwill is tested for impairment at least
annually.

i) Foreign currency

The vast majority of the Group's business is denominated in U.S. Dollars,
which is the functional currency of the main operating subsidiaries. U.S.
Dollars is the presentational currency for the Group financial statements.

Transactions denominated in foreign currencies are translated at the rates of
exchange ruling at the date of the transaction. Monetary assets and
liabilities in foreign currencies are translated at the rates of exchange
ruling at the balance sheet date. Non-monetary items that are measured at
historical cost in a foreign currency are translated at the exchange rate at
the date of transaction. Non-monetary items that are measured at fair value in
a foreign currency are translated using the exchange rates at the date the
fair value was determined.

Any exchange differences arising on the settlement of monetary items or on
translating monetary items at rates different from those at which they were
initially recorded are recognised in profit and loss in the period in which
they arise. Exchange differences on non-monetary items are recognised in other
comprehensive income to the extent that they relate to a gain or loss on that
non-monetary item taken to the statement of changes in equity, otherwise such
gains and losses are recognised in profit and loss.

The results and financial position of foreign operations (none of which has
the currency of a hyperinflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:

• assets and liabilities for each balance sheet presented are translated at
the closing rate at the date of that balance sheet;

• income and expenses for each statement of profit or loss and statement of
comprehensive income are translated at average exchange rates (unless this is
not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions); and

• all resulting exchange differences are recognised in other comprehensive
income.

On disposal of a foreign operation for which the presentational and functional
currencies were different in previous periods, the cumulative translation
differences are transferred to profit and loss as part of the gain or loss on
disposal. The US Dollar/Pounds Sterling exchange rate averaged 1.315 in 2025
(2024: 1.278), and at 31 December 2025 was 1.346 (2024: 1.253).

 

 

j) Intangible assets

Undeveloped leasehold costs

Undeveloped leasehold costs relate to the costs of acquiring brine leases in
respect of the surface and mineral rights of landowners in areas of interest
outside of those currently connected to the Group's operating plants.

These costs are capitalised as exploration and evaluation assets and are
carried at historical cost less any impairment losses recognised. If areas
leased provide brine to operating plants, the related costs are transferred to
the relevant plants and amortized over the lives of those plants.

Other intangible assets

Other identifiable intangible assets arose from the acquisition of H&S
Chemical in 2009. These assets were valued by an external, independent
valuation firm. Based on the type of asset, the useful life of each asset was
estimated. The value of each identifiable intangible asset is amortised evenly
over its useful life. The following useful lives are applied:

§ WET® patent: 15 years

§ Customer relationships: 10 years

§ Patent portfolio: 8 years

§ EPA registrations: 2 years

 

Goodwill

Goodwill represents the excess of the fair value of consideration in a
business combination over the fair value of the Group's share of the
identifiable net assets acquired. Goodwill is carried at cost less accumulated
impairment losses.

k) Property, plant and equipment

Property, plant and equipment are stated at historical cost, net of
depreciation and any provision for impairment. Cost includes purchase price
and costs directly attributable to bringing the asset to the location and
condition necessary for it to be capable of operating in the manner intended
by management, such as costs relating to construction, site preparation,
installation and testing.

Costs relating to assets put into service at a later date are accumulated as
construction in progress, and depreciation only commences once such assets are
put into use.

Depreciation is provided at rates calculated to write off the depreciable
amount of each asset on a straight line basis over its expected useful life,
as follows:

 

 

 

§ Buildings: 2.5 percent per annum

§ Office lease: term of the lease (28 months)

§ Vehicle finance leases: term of the leases (57 months)

§ Equipment and machinery:

o    IOsorb® plants - 5 percent per annum

o    Other plant and equipment - 5 to 7 years

o    Vehicles and office equipment - 20 percent per annum

o    Computer equipment - 33 percent per
annum

 

Reviews of the estimated remaining lives and residual values of individual
assets are made at least semi-annually, and adjustments are made where
appropriate. Construction in progress is also reviewed for impairment.

Freehold land and construction in progress are not depreciated.

l) Financial instruments

1)    Financial liabilities

Trade and other payables

Trade and other payables are initially recognised at fair value and
subsequently measured at amortised cost using the effective interest rate
method.

Loan notes

Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities.

Interest-bearing loans are recorded initially at their fair value, net of
direct transaction costs. Such instruments are subsequently carried at their
amortised cost and finance charges, including premiums payable on settlement,
redemption or conversion, are recognised in profit or loss over the term of
the instrument using the effective rate of interest.

2)    Financial assets

Cash and cash equivalents represent short term, highly liquid investments with
an original maturity of fewer than three months that are readily convertible
to known amounts of cash and which are subject to an insignificant risk of
changes in value. At the end of 2025 and 2024, all cash amounts were in 100
percent liquid accounts.

The Group uses the 'simplified method of expected credit losses'. Trade
receivables are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest rate method, less provision for
expected credit losses. Expected credit losses are based on the Group's
historical credit losses experienced, then adjusted for current and forward
looking information on factors affecting the Group's customers.

m) Impairment

Whenever events or changes in circumstances indicate that the carrying value
of an asset may not be recoverable, that asset is reviewed for impairment. An
asset's carrying value is written down to its estimated recoverable amount
(being the higher of the fair value less costs to sell and value in use) if
that is less than the asset's carrying amount.

Goodwill is allocated to those cash-generating units that are expected to
benefit from synergies of the related business combinations and represent the
lowest level within the Group at which management monitors goodwill.

Cash-generating units to which goodwill has been allocated are tested for
impairment at least annually. An impairment loss is recognised for the amount
by which the asset's or cash generating unit's carrying amount exceeds its
recoverable amount, which is the higher of fair value less costs to sell and
value in use. To determine the value in use, management estimates expected
future cash flows from each cash-generating unit and determines a suitable
discount rate in order to calculate the present value of those cash flows. The
data used for impairment testing procedures are directly linked to the Group's
latest approved budget, adjusted as necessary to exclude the effects of future
reorganisations and asset enhancements. Discount factors are determined
individually for each cash-generating unit and reflect their respective risk
profiles as assessed by management.

Impairment losses for cash-generating units reduce first the carrying amount
of any goodwill allocated to that cash-generating unit. Any remaining
impairment loss is charged pro rata to the other assets in the cash-generating
unit. With the exception of goodwill, all assets are subsequently reassessed
for indications that an impairment loss previously recognised may no longer
exist. An impairment charge is reversed if the cash-generating unit's
recoverable amount exceeds its carrying amount.

The Group assesses on a forward-looking basis the expected credit losses
associated with its debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk.

For trade receivables, the Group applies the simplified approach permitted by
IFRS 9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables. Intercompany loans due to the parent company
from its subsidiaries are tested for impairment as part of the overall
investment in those subsidiaries, by reference to the present values of
estimated future cash flows of the subsidiaries, as further described in Note
2d.

n) Equity

Equity comprises the following:

§ "Share capital" represents the nominal value of equity shares.

§ "Share premium" represents the excess over nominal value of the fair value
of consideration received for equity shares, net of expenses for the share
issue.

§ "Share-based payment reserve" represents the cumulative fair value of
options and warrants issued by the Company and recognised in profit and loss.

§ "Retained losses" represents accumulated losses.

§ "Foreign currency reserve" represents the cumulative differences arising
from translation of foreign operations.

 

o) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost
includes all expenses directly attributable to the manufacturing process as
well as suitable portions of related production overheads, based on normal
operating capacity. Costs of ordinarily interchangeable items are assigned
using the first in, first out cost formula. Cost excludes unrealised gains
arising from intra-Group transactions. Net realisable value is the estimated
selling price in the ordinary course of business less any applicable selling
expenses. When inventory is sold the cost is included in Cost of Sales on the
Statement of Comprehensive Income.

p) Taxation

Tax expense recognised in profit or loss is the tax currently payable based on
taxable profit for the year and deferred tax not recognised directly in
equity.

Deferred income taxes are calculated using the balance sheet liability method.
Deferred tax is generally provided on the difference between the carrying
amounts of assets and liabilities and their tax bases. However, deferred tax
is not provided on the initial recognition of goodwill, nor on the initial
recognition of an asset or liability unless the related transaction is a
business combination or affects tax or accounting profit. Deferred tax on
temporary differences associated with shares in subsidiaries is not provided
if reversal of these temporary differences can be controlled by the Group and
it is probable that reversal will not occur in the foreseeable future. In
addition, tax losses available to be carried forward, as well as other income
tax credits to the Group, are assessed for recognition as deferred tax assets
according to the likelihood of their recoverability in the foreseeable future.

Deferred tax liabilities are provided in full, with no discounting. Deferred
tax assets are recognised to the extent that it is probable that the
underlying deductible temporary differences will be able to be offset against
future taxable income. Current and deferred tax assets and liabilities are
calculated at tax rates that are expected to apply to their respective period
of realisation, provided they are enacted or substantively enacted at the
balance sheet date.

Changes in deferred tax assets or liabilities are recognised as a component of
tax expense in profit or loss, except where they relate to items that are
charged or credited directly to equity in which case the related deferred tax
is also charged or credited directly to equity.

q) Government subsidies

Government subsidies are recognised when there is reasonable assurance that
the conditions attaching to them will be complied with and the subsidies will
be received. Subsidies related to income are recognised as part of profit or
loss under the heading 'Other income' or they are deducted from the related
expense. Subsidies are allocated to the periods in which related costs appear,
or in the event that they are compensation for costs already incurred they are
recognised in the period in which they become receivable.

Government subsidies relating to assets are presented in the balance sheet
either as deferred income or as a deduction from the carrying amount of the
asset. In both cases they are recognised in profit or loss over the useful
life of the assets to which they relate.

 

r) Leases

The Group assesses whether a contract is, or contains, a lease, at inception
of the contract. The Group recognises a right-of-use asset and a lease
liability on the balance sheet at the lease commencement date. The
right-of-use asset is initially measured at cost. This comprises the initial
amount of the lease liability adjusted for any lease payments made at or
before the commencement date and an estimate of any costs to restore the
underlying asset to the site on which it is located, less any lease incentives
received.

The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the earlier of the end of the useful life
of the right-of-use-asset or the end of the lease term. Amounts relating to
such assets are disclosed separately in note 13. In addition, the Group
assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the lease liability is initially measured at the
present value of the lease payments discounted using the Group's incremental
borrowing rate at the date of transition as the interest rate implicit in the
lease could not be readily determined. Interest is charged at the same
discount rate used to calculate the present value of the lease.

The lease liability is re-measured if the Group changes its assessment of
whether it will exercise a purchase, extension or termination option. When the
lease liability is re-measured in this way, a corresponding adjustment is made
to the carrying amount for the right-of-use asset, or is recorded in profit or
loss if the carrying amount of the right-of-use asset has been reduced to
zero.

The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases that have a lease term of 12 months or less
and leases of low value operating value. These are charged to profit and loss
on a straight-line basis over the period of the lease. At 31 December 2025 the
Group had four leases, one for office space and three for vehicles.

s) Share-based payments

The cost of equity settled transactions is measured at fair value at the grant
date as measured by use of the Black Scholes model. If vesting periods or
other vesting conditions apply, the expense is allocated over the vesting
period, based on the best available estimate of the number of share options
expected to vest. Non-market vesting conditions are included in assumptions
about the number of options that are expected to become exercisable. Estimates
are subsequently revised if there is any indication that the number of share
options expected to vest differs from previous estimates. Any cumulative
adjustment prior to vesting is recognised in the current period. No adjustment
is made to any expense recognised in prior periods if share options ultimately
exercised are different to those estimated on vesting.

Charges made to profit or loss, in respect to share-based payments, are
credited to the share-based payment reserve.

t) Segment reporting (Note 3)

 

In identifying its operating segments, management follows the Group's service
lines, which represent the main products provided by the Group and are based
on the information presented to the chief operating decision maker, which is
the Board.

 

2. Significant judgements and estimates

 

Judgements and estimates are regularly evaluated based on historical
experience, current circumstances and expectations of future events.

The critical estimates made in the preparation of the financial statements are
set out below. The resulting accounting estimate may not equal the related
actual result, and management must also make judgements about current
circumstances and expectations of future events. Significant judgements made
by management include:

a.    Intangible and tangible assets are tested for impairment where there
is an indication that they may be impaired. In accordance with IAS 36 -
Impairment of Assets, an intangible or tangible asset is considered impaired
when its carrying amount exceeds its recoverable amount on an individual cash
generating unit basis. The recoverable amounts of relevant cash generating
units are based on value in use calculations using management's best estimate
of future business performance. For this purpose management regards all the
iodine production plants as a single cash generating unit given their mutual
dependence on centralised management, financial, maintenance and sales and
marketing functions. In carrying out impairment testing, management makes a
number of significant estimates in relation to the assumptions incorporated
into their calculations. These will include factors such as growth rates and
discount rates. Cash flow projections over the next five years were used and a
discount rate of 5.73% was applied. Details and carrying values of intangible
assets, goodwill and property, plant and equipment are provided in notes 11,
12 and 13.

b.    Management reviews the useful lives of depreciable and amortisable
assets at each reporting date. The carrying amounts are analysed in notes 11
and 13. Management's estimate of the useful lives of plant and equipment as
detailed in note 1k are common life expectancies for the industry. In
particular, the expected useful life attributed to each IOsorb® plant is 20
years. Changes in the expected level of usage or other technological
developments could impact the life and residual value of these assets.

c.     Management applies the accounting polices set out in Note 1o)
Inventories to determine the carrying value of raw materials, work in progress
and finished goods (Note 14). Based on historical experience and current
market intelligence, judgements are made as regards net realisable value,
which may include but are not limited to obsolescence, usage in alternative
formulations, production needs, market demand, costs to complete production,
condition, regulatory requirements and limitations, and allocations of
production overheads to the cost of work in progress and finished goods. Based
on these assessments no requirement for provisions against the carrying value
of inventories was identified.

d.    The carrying amount of the parent company's investment in its
subsidiaries of $34.7m (2024: $35.6m) has been evaluated for impairment. The
investment amounts include debts due from subsidiaries of $17.5m (2024
$18.4m). For this purpose the two operating subsidiaries have been treated as
one unit, given the vertical integration of the Group's operating activities.
The carrying amount of the parent company's investment of $34.7m (2024:
$35.6m) compares to carrying amounts of the subsidiaries' net assets,
excluding loans from the parent company, of $55.7m (2024: $47.8m). An
assessment has been made of the present values of the future cash flows
related to the operating activities of the subsidiaries to determine whether
any impairment losses should be recognised. The assessment took into account
cash flow projections of the subsidiaries over the next five years, and
applied a discount rate of 5.73%. The Group has concluded that no impairment
provision is required.

3.  Segment reporting

 

a.    Business segments - The Group's operations comprise the exploration
and production of iodine with complete vertical integration into its specialty
chemical halogen derivatives business, and are therefore considered to fall
within one business segment.

                                 31 December      31 December
                                 2025             2024
                                 $'000            $'000
 Assets
 Halogen Derivatives and Iodine  79,202           63,782
 Total                           $79,202          $63,782

 Liabilities
 Halogen Derivatives and Iodine  23,519           15,991
 Total                           $23,519          $15,991

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.   Segment reporting (continued)

 

b.    Geographical segments - The Group reports by geographical segment.
The Group's activities are related to exploration for, and development of,
iodine in certain areas of the USA and the manufacturing of specialty
chemicals in the USA with support provided by the UK office. In presenting
information on the basis of geographical segments, segment assets and the cost
of acquiring them are based on the geographical location of the assets.

                31 December      31 December
                2025             2024
                $'000            $'000
 Assets
 UK             184              232
 USA            79,018           63,550
 Total          $79,202          $63,782

 Liabilities
 UK             332              258
 USA            23,187           15,733
 Total          $23,519          $15,991

 Revenue
 North America  33,629           27,100
 Asia           21,675           19,578
 South America  7,522            4,057
 Europe         2,978            3,677
 Other          711              53
 Total          $66,515          $54,465

 

c. Significant customers - in 2025 Iofina Chemical had six customers in excess
of 5% of sales (2024 five customers). 2025 percentages were 17%, 11%, 7%, 7%,
5%,5% (2024 percentages were 9%, 8%, 7%, 6%, 6%). The amounts in excess of 10%
of sales for individual customers were: 2025 $11,268,832 (17%) and 2024 $Nil.

 4.  Profit before taxation

Profit before taxation is stated after charging:

                                                                           Year ended       Year ended
                                                                           31 December      31 December
                                                                           2025             2024
                                                                           $'000            $'000
 Depreciation expense                                                      3,130            2,484
 Deficit on disposal of fixed asset                                        -                23
 Amortisation expense                                                      -                103

 Other:
 Annual audit fees for audit of parent company and consolidated financial  153              134
 statements (excluding expenses)

4.   Profit before taxation (continued)

 

Cost of sales - analysis by nature

                                               Year ended       Year ended
                                               31 December      31 December
                                               2025             2024
                                               $'000            $'000
 Raw materials                                 22,756           18,753
 Freight                                       600              567
 Sales commission                              566              454
 Labour, manufacturing overhead and royalties  24,560           21,454
                                               $48,482          $41,228

 

Administrative expenses - analysis by nature

                            Year ended                               Year ended
                            31 December                              31 December
                            2025                                     2024
                            $'000                                    $'000
 Remuneration and benefits             4,304                         3,762
 Share-based payments                        24                      123
 Office expenses                           252                       243
 Professional services                 1,080                         971
 Travel                                    259                       267
 Rent                       (19)                                     (44)
 Other                                     318                       348
                            $6,218                                   $5,670

 

Research and development expenses recognised during the period were $189k
(2024: $208k), and are included in administrative expenses above.

5.    Staff numbers and costs

The average number of Group employees, including executive directors, and
their costs were:

                 Year ended       Year ended
                 31 December      31 December
                 2025             2024
                 Number           Number
 Production      106              96
 Administrative  18               18
 Sales           2                2
 Total staff     126              116

 

                        Year ended       Year ended
                        31 December      31 December
                        2025             2024
                        $'000            $'000
 Wages and salaries     10,354           9,364
 Social security costs  1,712            1,551
                        $12,066          $10,915

5.Staff numbers and costs (continued)

 

Of the total staff costs above, $8,021k (2024: $7,375k) is included within
cost of sales and $4,045k (2024: $3,540k) is included within administrative
expenses.

 

Payments to executive directors and senior officers of subsidiaries
(considered to be key management personnel) for their services during the year
were as follows:

                            Year ended       Year ended
                            31 December      31 December
                            2025             2024

                            $'000            $'000
 Wages and salaries         1,076            1,013
 Social security costs      133              118
 Total key management cost  $1,209           $1,131

 

Included within wages and salaries above is $371k (2024: $303k) in respect of
the highest paid director. No options were exercised by a director in 2025
(2024 Nil).

6.    Government subsidies

The Group's two operating subsidiaries Iofina Chemical, Inc. and Iofina
Resources, Inc. have received a net total of $2,075,622 in respect of the US
Government's Employee Retention Tax Credit scheme ('ERTC'). The scheme was set
up under the CARES Act to provide financial relief to eligible employers
impacted by COVID-19, and takes the form of a refundable tax credit applied to
certain payroll costs incurred in 2020 and 2021. $1,851k of the total
receivable was received in 2025 and the balance of $224k was received early in
2026 and has been accrued as a receivable as at 31 December 2025. It is
possible that the IRS could carry out a review as to the validity of the
claims; however the directors are satisfied that the amounts are valid claims.
The full amount has been recorded as Other income in the Consolidated
Statement of Comprehensive Income in these financials in accordance with the
Group's accounting policy set out in Note 1q, and is made up as follows:

                                 $'000
         ERTC Credits            1,899
         Credit interest                  320
         Claim preparation fees  (143)
         Total                   $2,076

 

7.            Finance expense

                        Year ended       Year ended
                        31 December      31 December
                        2025             2024
                        $'000            $'000
 Term loan interest     293              239
 IFRS16 lease interest  18               27
 Total finance expense  $311             $266

8.            Finance income

                  Year ended       Year ended
                  31 December      31 December
                  2025             2024
                  $'000            $'000
 Interest income  141              176
                  $141             $176

 

9.    Taxation

                                               Year ended       Year ended
                                               31 December      31 December
                                               2025             2024

                                               $'000            $'000
 Current tax                                   (335)            708
 Deferred tax (Note 23)                        2,993            1,173
                                               $2,658           $1,881

 Tax reconciliation:
 Profit on ordinary activities before tax      10,526           4,799

 Tax at UK income tax rate of 25% (2024: 25%)  2,632            1,200

 Effects of:
 UK losses not recognised                      266              230
 Differences in tax rates                      (154)            (229)

 State tax deductions benefit                  159              (97)
 Prior year adjustments                        (187)            588

 Other                                         (58)             189
 Total tax charge                              $2,658           $1,881

 

10.          Earnings per share

The calculation of earnings per ordinary share is based on the profit after
tax attributable to shareholders of $7,868k (2024: profit $2,918k) and the
weighted average number of ordinary shares outstanding of 191,858,408 (2024:
191,858,408). After including the weighted average effect of dilutive share
options of 4,592,000 (2024: 3,773,400) the diluted weighted average number of
ordinary shares outstanding was 196,451,308 (2024: 195,631,808).

 

 

 

 

 

11. Intangible assets (Group)

Details of intangible assets are set out below:

 Intangible assets               WET® patent   Customer relationships  Patent portfolio  EPA registrations  Total

                                 $'000         $'000                   $'000             $'000              $'000
 Cost
 At 1 January 2024               2,700         661                     187               271                3,819
 At 31 December 2024 & 2025      $2,700        $661                    $187              $271               $3,819
 Accumulated amortization
 At 1 January 2024               2,597         661                     187               271                3,716
 Charge for the year             103           -                       -                 -                  103
 At 31 December 2024 & 2025      $2,700        $661                    $187              $271               $3,819
 Carrying amounts
 At 31 December 2023             $103          -                       -                 -                  $103
 At 31 December 2024 & 2025      -             -                       -                 -                  -

 

Intangible assets were acquired in the acquisition of H&S Chemical in
2009, and are now fully amortized.

WET® Patent

The WET® Patent technology employs two different iodine extraction methods
depending on brine chemistry for optimal efficiency. We utilised a with and
without analysis, a variation of the discounted cash-flow method, to estimate
the fair value of a WET® Patent at date of acquisition. The methodology
compared the cash flow generating capacity of Iofina Chemical assuming it was
operating without the benefit of the WET® Patent to the projected cash flow
with the benefit of the patent. The contractual life of the patent is in
excess of 20 years; however, the useful life of the patent was estimated at 15
years based on the following:

§ Management's expectation for the expected viability of the technology

§ Management's expectations regarding the timing of significant substitute
technology

§ The lack of comparable substitute technologies as of the valuation date.

12. Goodwill (Group)

 Carrying amounts                                                $'000
 At 31 December 2023, 31 December 2024 and 31 December 2025      $3,087

 

Goodwill arose on the acquisition of H&S Chemical in 2009 and is wholly
allocated to Iofina Chemical. Goodwill impairment testing is conducted
annually, based on projected cash flow to be generated.

The Chemical business has been in operation for 40 years, and much of its
products and customer base are long established. For impairment testing, a
long term growth rate of 1.00% per annum was applied to budgeted and projected
cash flows over the next five years and a discount rate of 5.73% per annum was
used. On this basis the net present value of cash flow exceeded the goodwill
amount of $3,087k.

12. Goodwill (Group) (continued)

Sensitivity analysis

Projections based on the above assumptions show headroom of $26.7m between the
value in use of the business of $36.1m and the carrying value of $9.4m,
comprising goodwill of $3.1m and fixed assets of $6.3m. In order for the value
in use to equal the carrying value it would be necessary for the discount rate
to rise to 20.7% or the long term growth rate to be 45.0% negative or
projected EBITDA to be lower by 52.5%. Based on the results of this impairment
testing management are satisfied that a reasonably possible change in
assumptions would not lead to an impairment.

 

13. Property, plant and equipment (Group)

                           Freehold Land  Buildings            Equipment and Machinery  Construction in Progress  Total
                                          Right of use
                           $'000          $'000         $'000  $'000                    $'000                     $'000
 Cost
 At 1 January 2024         $209           $2,770        $752   $33,568                  $1,785                    $39,084
 Additions                 -              (30)          -      1,484                    8,080                     9,534
 Transfers                 -              469           -      7,976                     (8,445)                  -
 Disposals                 -              -             -      (257)                    (43)                      (300)
 At 31 December 2024       $209           $3,209        $752   $42,771                  $1,377                    $48,318
 Additions                 -              (52)          -      1,297                    7,138                     8,382
 Transfers                 -              138           -      7,173                     (7,311)                  -
 At 31 December 2025       $209           $3,295        $752   $51,241                  $1,204                    $56,700

 Accumulated depreciation
 At 1 January 2024         -              $717          $509   $13,074                  -                         $14,300
 Charges for the year      -              131           104    2,250                    -                         2,485
 Disposals                                                     (257)                                              (257)
 At 31 December 2024       -              $848          $613   $15,067                  -                         $16,528
 Charges for the year      -              212           104    2,814                    -                         3,130
 At 31 December 2025       -              $1,060        $717   $17,881                  -                         $19,658

 Carrying amounts
 At 31 December 2023       $209           $2,054        $242   $20,495                  $1,785                    $24,784
 At 31 December 2024       $209           $2,361        $139   $27,704                  $1,377                    $31,790
 At 31 December 2025       $209           $2,235        $35    $33,360                  $1,204                    $37,042

 

Right-of-use assets

 

Right-of-use assets relate to the Group's lease on office premises in Denver,
Colorado, which expires in April 2026. Liabilities for future payments are
shown in Note 19.

 

 

 

14. Inventories

 Group             31 December      31 December
                   2025             2024
                   $'000            $'000
 Raw materials     6,553            6,546
 Work in progress  1,751            3,449
 Finished goods    94               65
                   $8,398           $10,060

 

At year end, there were no provisions against the carrying value of
inventories (2024: nil). During the year, the cost of inventories recognised
as expense and included in 'cost of sales' amounted to $47,316k (2024:
$40,207k).

 

15. Financial instruments

The Board of directors determines, as required, the degree to which it is
appropriate to use financial instruments to mitigate risks. The main risks for
which such instruments may be appropriate are interest rate risk, foreign
currency risk, credit risk, investment risk, liquidity risk and commodity
risk. The Group's principal financial asset is cash, which is invested with
major banks. The Group has two loans from First Financial Bank and no other
borrowings currently drawn (see Note 20).

Financial assets and liabilities

 Group                        Loans and receivables at amortised cost  Financial liabilities at amortised cost                                 Total

                                                                                                                Swap asset at fair value
 2025                         $'000                                    $'000                                    $'000                          $'000
  Cash and cash equivalents   11,731                                                                                                           11,731
  Trade receivables           17,044                                                                                                           17,044
  Interest rate swap asset                                                                                      28                             28
                                                                                                                                               $28,803

  Trade payables                                                       4,042                                                                   4,042
  Accrued liabilities                                                  8,893                                                                   8,893
  Lease liabilities                                                    156                                                                     156
  Bank loans                                                           6,501                                                                   6,501
                                                                                                                                               $19,592
 2024
  Cash and cash equivalents   6,857                                                                                                            6,857
  Trade receivables           10,640                                                                                                           10,640
  Interest rate swap asset                                                                                      92                             92
                                                                                                                                               $17,589

  Trade payables                                                       2,962                                                                   2,962
  Accrued liabilities                                                  7,837                                                                   7,837
  Lease liabilities                                                    330                                                                     330
  Bank loans                                                           3,928                                                                   3,928
                                                                                                                                               $15,057

 

 

 

 

15. Financial instruments (continued)

 Company                    Loans and receivables at amortised cost  Financial liabilities at amortised cost      Total
 2025                       $'000                                    $'000                                        $'000
 Cash and cash equivalents  176                                                                                   176
 Other receivables          8                                                                                     8
 Due from subsidiaries      17,475                                                                                17,475
                                                                                                                  $17,659

 Accruals                                                            332                                          332
                                                                                                                  $332
 2024
 Cash and cash equivalents  224                                                                                   224
 Other receivables          8                                                                                     8
 Due from subsidiaries      18,395                                                                                18,395
                                                                                                                  $18,627

 Accruals                                                            258                                          258
                                                                                                                  $258

 

The interest rate swap liability at fair value is valued on the basis of Level
2 inputs as defined in IFRS 13.

Interest rate risk

Surplus funds are held within the Group's checking and savings accounts. The
benefit of fixing rates for the longer term is kept under review, having
regard to forecast cash requirements and the levels of return available. Given
the short-term nature of Iofina's surplus funds, the Group has limited
interest rate risk. As of 31 December 2025, all surplus funds were invested in
checking and savings accounts that had no terms and were 100% liquid. Bank
facilities have variable interest rate terms and therefore there is an
exposure to increases in interest rates. This is mitigated by the use of an
interest rate swap to fix the rate on the majority of the term loan. Also, the
interest on the revolving credit facility (if drawn) is reduced by
arrangements to sweep surplus funds into that account.

Foreign currency risk

The Group has potential transactional currency exposure in respect of items
denominated in foreign currencies relating to the Group's administration in
the UK. The balance of cash held in foreign currency was $176k (GBP £130k) as
of year-end, and provides a hedge against GBP denominated UK expenses.

Sales transactions are denominated in US Dollars, which is the operating
currency. Other impacts of foreign currency risk are not deemed material to
these financial statements.

 

 

15. Financial instruments (continued)

Credit risk

The maximum exposure is reflected by the carrying amount of financial assets.
Because the counterparties to Iofina's holdings of cash and cash equivalents
are prime financial institutions, Iofina does not expect any counterparty to
fail to meet its obligations. Additionally, the Group is exposed to marginal
credit risk in the form of receivables for product sales. Credit risk in this
regard is mitigated through long-term customer payment history, extensive
credit analysis of large purchasers, use of letters of credit, and the
requirement for partial or total payment prior to shipment for some customers.

Liquidity risk

The Group raises funds as required on the basis of forecast expenditure and
cash inflows over the next 12 months. When necessary, the scope and rate of
activity are adjusted to take account of the funds available. There is a risk
that the Group may not be able to raise sufficient funds to repay loans at
their maturity.

The following table sets out the contractual maturities (representing
undiscounted contractual cash flows) of financial liabilities:

 Group                 Up to 3 months  Between 3 and 12 months  Between 1 and 2 years  Between 2 and 6 years
 At 31 December 2025:  $'000           $'000                    $'000                  $'000
 Trade payables        4,042           -                        -                      -
 Accrued liabilities   3,254           4,409                    1,230
 Lease liabilities     19              57                       76                     5
 Bank loans            357             1,500                    1,643                  3,002
                       $7,672          $5,966                   $2,949                 $3,007

 Group                 Up to 3 months  Between 3 and 12 months  Between 1 and 2 years  Between 2 and 6 years
 At 31 December 2024:  $'000           $'000                    $'000                  $'000
 Trade payables        2,962           -                        -                      -
 Accrued liabilities   2,788           3,947                    1,101                  -
 Lease liabilities     40                120                    160                    10
 Bank loans               357            1,071                   1,429                  1,071
                        $6,147         $5,138                   $2,690                 $1,081

 

Commodity risk

The Group is exposed to movements in the price of raw iodine. Sales of iodine
based products were

$59,342k (2024: $46,663k). The effects of changes in the price of iodine on
2025 revenue and profits are set out in the Financial Review on pages 8 to 9.
Iodine is produced internally and is the most significant cost component for
iodine based products.

 

16. Trade and other receivables

Group

                                    31 December      31 December
                                    2025             2024
                                    $'000            $'000
 Trade receivables                  17,044           10,640
 Prepayments and other receivables  1,871            1,256
                                    $18,915          $11,896

Company

                                    31 December    31 December
                                    2025           2024
                                    $'000          $'000
 Prepayments and other receivables  8              8
                                    $8             $8

 

All receivables and prepayments are short term in nature. The carrying values
are considered a reasonable approximation of fair value. There are no expected
material credit losses.

The Group and the Company have not received a pledge of any assets as
collateral for any receivable or asset.

 

17. Cash and cash equivalents

 

Group

                                     31 December      31 December
                                     2025             2024
                                     $'000            $'000
 Cash in US Dollar accounts          11,555           6,633
 Cash in GB Pound Sterling accounts  176              224
                                     11,731           $6,857

 

Company

                                     31 December    31 December
                                     2025           2024
                                     $'000          $'000
 Cash in GB Pound Sterling accounts  176            224
                                     $176           $224

 

 

 

 

 

 

 

 

18. Trade and other payables

 

 Group                                 31 December    31 December
                                       2025           2024
                                       $'000          $'000
 Trade payables                        4,042          2,962
 Accrued expenses and deferred income  8,893          7,838
                                       $12,935        $10,800

 

Company

                   31 December    31 December
                   2025           2024
                   $'000          $'000
 Accrued expenses  332            258
                   $332           $258

 

All trade and other payables are considered short term. The carrying values
are considered to be a reasonable approximation of fair value.

Except as regards the bank facilities described in Note 20, the Group and
Company have not pledged any assets as collateral for any liabilities or
contingent liabilities.

19. Lease liabilities

 Group                                                      31 December                           31 December
                                                            2025                                  2024
                                                     $'000  $'000         $'000            $'000  $'000         $'000
                                                     Total  Office Lease  Vehicles         Total  Office Lease  Vehicles
 Lease liabilities - current                         75     35              40             160    124             36
 Lease liabilities - non-current (due in 2-5 years)

                                                     81     -             81               170    49                  121
                                                     $156   $35                $121        $330   $173               $157

 

 Movements:               2025                                  2024
                   $'000  $'000         $'000            $'000  $'000         $'000
                   Total  Office Lease  Vehicles         Total  Office Lease  Vehicles
 Opening balance   330    173           157              482    291           191
 Payments          (192)  (141)         (51)             (178)  (127)         (51)
 Interest accrued  18     4             14               26     9             17
                   $156   $36                $120        $330   $173               $157

 

Lease liabilities relate to:

1)    The Group's lease on office premises in Denver, Colorado, which runs
until 30 April 2026;

2)    The acquisition of vehicles on credit terms over the five years to 15
September 2028 for use at the Group's Oklahoma plants.

20. Bank loans and facilities

 Group                             Term loan   Project loan

                                                             TOTAL
                                  $'000        $'000         $'000
 At 1 January 2024                $5,357       -             $5,357
 Term loan instalment repayments  (1,429)      -             (1,429)
 At 31 December 2024              $3,928       -             $3,928
 Drawn during year                -            4,002         4,002
 Term loan instalment repayments  (1,429)      -             (1,429)
 At 31 December 2025              $2,499       $4,002        $6,501

 Due within one year              $1,428       $365          $1,793
 Due after one year               $1,071       $3,638        $4,709

 

The above bank facilities, with First Financial Bank of Ohio, are fully
secured by fixed and floating charges and the principal terms are:

Term loan

a) The term loan balance of $2.5m (2024: $3.9m) relates to a $10.0m loan drawn
down in September 2020 and repayable in full by equal monthly instalments over
the seven years to 30 September 2027. The interest rate on $7 million of the
loan has been fixed to maturity by a swap contract at 3.99%, and the interest
rate on the balance is variable monthly at 2.50% above the one month Secured
Overnight Financing Rate ("SOFR"), subject to a minimum SOFR rate of 1.00%.
Repayment of all or part of the loan may be made at any time without penalty.

Revolving loan facility

 b) The revolving loan facility is for $6.0m over the period to 31 December
2026, and may be drawn and repaid in variable amounts at the Group's
discretion. Amounts that may be drawn are subject to a borrowing base of
sufficient eligible discounted monthly values of receivables and inventory.
The interest rate is variable monthly at 2.11% above SOFR, subject to a
minimum SOFR rate of 1.00%. No amounts were drawn and outstanding at 31
December 2025. Documentation is in progress to extend the period of the
facility from 31 December 2026 to 31 December 2027.

Project loan facilities

c) Drawings of $4.0m were made in 2025 against a project loan facility of
$10m. The drawdown period for that facility expired in March 2026, and the
$4.0m drawn is repayable in even monthly instalments of principal and interest
over the seven years to March 2033. Documentation is in progress to finalise a
further $10m project loan facility with a drawdown period of 18 months and
subsequent repayment in even monthly instalments over seven years. The
interest rate applicable to the $4.0m drawn is 2.25% above SOFR (1 month
Secured Overnight Financing Rate) subject to a minimum SOFR rate of 1%., and a
similar rate is expected to apply to the further $10.0m project loan facility.
Repayment of all or part of these loans may be made at any time without
penalty.

 

 

20. Bank loans and facilities (continued)

 

Bank covenants

 

d) Compliance in respect of all amounts outstanding in respect of the above
facilities is required on a quarterly basis in respect of trailing 12 months
financial covenant ratios of 1) a maximum multiple of 2.5 total debt to
EBITDA, and 2) a minimum multiple of 1.2 EBITDA net of unfinanced capital
expenditure, dividends and cash taxes to the total of principal and interest
payments on the total debt.

 

Swap contract

e) The derivative asset resulting from the swap contract described above has
been revalued at $28k as at 31 December 2025 (2024: $92k) by reference to
market expectations for future SOFR rates, and included in the balance sheet.
An amount of $65k has been charged to comprehensive income (2024 $68k). During
the year the swap contract generated a net reduction of interest otherwise
payable of $65k (2024: $125k).

21. Net cash

Net cash excludes lease liabilities totalling $156k (2024: $330k) and is made
up as follows:

 Group                      2025         2024
                            $'000        $'000

 Bank loans                 (6,501)      (3,928)
 Cash and cash equivalents  11,731       6,857
 Net cash at 31 December    $5,230       $2,929

 

 

22. Share capital

                                                          31 December      31 December
                                                          2025             2024
 Authorised:
 Ordinary shares of £0.01 each        - number of shares  1,000,000,000    1,000,000,000
                                      - nominal value     £10,000,000      £10,000,000

 Allotted, called up and fully paid:
 Ordinary shares of £0.01 each        - number of shares  191,858,408      191,858,408
                                      - nominal value     £1,918,584       £1,918,584

 

There was no change in share capital in 2025.

 

23. Share premium

 

The balance of $60,686,895 on the Company's Share premium account was
cancelled as of 10 July 2025 in accordance with section 648 of the Companies
Act 2006. The amount of the balance has been used to offset the parent
company's retained losses, and has created distributable reserves in that
company totalling $34.7m as at 31 December 2025. The effect is shown in the
Company Statement of Changes in Shareholders' Equity on page 61.

 

24. Share based payments

 

No options were granted in 2025 nor have been to date in 2026. There are
5,677,100 options outstanding in total, representing 2.96% of shares in issue.
The total options expense for 2025 was $24,037 (2024: $122,676).

 

Options granted to directors and key employees and outstanding at 31 December
2025 are as follows:

 Date of Grant     Number of Options  Vesting         Share Price  Exercise Price  Exercise Price 2025  Exercise Price 2024

                                       Date
                                                      £            £               $                    $
 13 June 2018      825,000            13 June 2019    0.162        0.162           0.22                 0.20
 13 June 2018      825,000            13 June 2020    0.162        0.162           0.22                 0.20
 25 July 2019      409,750            25 July 2020    0.213        0.213           0.29                 0.27
 25 July 2019      409,750            25 July 2021    0.213        0.213           0.29                 0.27
 16 December 2020  519,600            16 December 21  0.125        0.125           0.17                 0.16
 16 December 2020  519,600            16 December 22  0.125        0.125           0.17                 0.16
 9 March 2022      542,100            9 March 2023    0.176        0.176           0.24                 0.22
 9 March 2022      542,100            9 March 2024    0.176        0.176           0.24                 0.22
 27 April 2023     542,100            27 April 2024   0.318        0.318           0.43                 0.40
 27 April 2023     542,100            27 April 2025   0.318        0.318           0.43                 0.40
                   5,677,100                          £0.19        £0.19           $0.26                $0.24

 

The weighted average contractual life of options outstanding at 31 December
2025 was 4.7 years (2024 5.7 years).

 

Exercise prices for 2025 shown in USD are based on the US Dollar/Pounds
Sterling exchange rate at 31 December 2025 of 1.35 (2024 1.25). Options
outstanding at 31 December 2025 expire the earlier of ten years from grant
date or 90 days after the termination of service to the Company.

                      2025                  Weighted average exercise price     2024 Number of Options  Weighted average exercise price

                       Number of Options
                                            £                 $                                         £                 $
 Options outstanding
 At 1 January         5,677,100             £0.19             $0.24             6,197,100               £0.20             $0.25
 Granted              -                     -                 -                 -                       -                 -
 Forfeited            -                     -                 -                 (520,000)               £0.20             $0.25
 At 31 December       5,677,100             £0.19             $0.26             5,677,100               £0.19             $0.24

 Options exercisable
 At 1 January         5,135,000             £0.18             $0.23             4,402,050               £0.16             $0.20
 Vested               542,100               £0.32             $0.43             1,197,700               £0.25             $0.31
 Forfeited            -                     -                 -                 (463,750)               £0.20             $0.25
 At 31 December       5,677,100             £0.19             $0.26             5,135,000               £0.18             $0.23

 

 

 

 

24. Share based payments (continued)

 

Movements in the Share-based payment reserve were as follows:

                                                   31 December      31 December
                                                   2025             2024
                                                   $'000            $'000
 Balance 1 January                                 2,411            2,367
 Share-based payment charge                        24               123
 Forfeited options transferred to retained losses  -                (79)
 Balance 31 December                               $2,435           $2,411

 

25. Deferred tax

 Group                                                    2025          2024
                                                          $'000         $'000

 At 1 January (liability)/asset                           (932)         240
 Fixed asset timing differences                           (4,360)       1,108
 Tax losses available against US Federal tax liabilities  918           (552)
 R&D business credits recognized/(utilized)               430           (856)
 Other timing differences                                 19            (595)
 State loss adjustments                                   -             (277)
 At 31 December (liability)                               $(3,925)      $(932)

 

26. Related party transactions

Transactions between group companies were as follows:

                                              2025         2024
                                              $'000        $'000
 Iofina Resources to/(from) Iofina Chemical:
  Crystallised iodine sales                   42,175       30,460
  Expenses recharged                          (1,600)      (1,271)
 Iofina Plc to/(from) Iofina Resources:
  Management fee                              50           50
  Funding payments                            (1,000)      (1,000)
  Expenses recharged                          -            (4)
  Share based payments contribution           -            14
 Iofina Plc to/(from) Iofina Chemical:
  Management fee                              50           50
  Expenses recharged                          (20)         (25)
  Share based payments contribution           -            23

 

In both 2024 and 2025 all iodine produced by Iofina Resources was sold to
Iofina Chemical.

 

 

26. Related party transactions (continued)

Related party transactions with directors, who are considered to be key
management personnel, are set out in the Corporate Governance Statement on
page 28. Option grants as described in note 24 are to employees and Directors.

The Company has entered into a number of unsecured related party transactions
with its subsidiary undertakings. The most significant transactions carried
out between the Company and its subsidiary undertakings are financing.

27. Capital management

The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to provide returns for shareholders
and to maintain an optimal capital structure to reduce the cost of capital.
The Group defines capital as being share capital plus reserves as shown in the
balance sheet. The Directors continue to monitor the level of capital as
compared to the Group's commitments and adjust the level of capital as is
determined to be necessary by issuing new shares. Iofina plc is not subject to
any externally imposed capital requirements. The Directors consider the
capital of the Group to be the total equity attributable to the equity holders
of the parent of $55.7   million as at 31 December 2025 (2024: $47.8
million).

28. Subsidiary undertakings

Investment in subsidiaries

                                             Investment in
                                             subsidiaries
                                             $'000
 Company
 Balance at 31 December 2023, 2024 and 2025  $17,199

 

Due from subsidiaries

                                     2025         2024
                                     $'000        $'000
 Company
 At 1 January                        18,395       19,286
 Management fees                     100          100
 Funding from subsidiaries           (1,000)      (1,000)
 Expenses recharged to Plc           (20)         (28)
 Share based payments contributions  -            37
 At 31 December                      $17,475              $18,395

 

The Group's debt arrangements are on a joint and several basis with all Group
companies excluding dormant subsidiaries. The principal beneficiary of these
arrangements is Iofina Resources, Inc., and therefore the debt is accounted
for in that company and in the consolidated balance sheet, and does not appear
in the balance sheet of Iofina Plc.

 

 

 

 

28. Subsidiary undertakings (continued)

 Company                 Country of incorporation and operation  Principal activity  Interest in ordinary shares and voting rights
 Iofina, Inc.            United States/CO                        Holding company     100%
 Iofina Resources, Inc.  United States/CO                        Iodine production   100%
 Iofina Chemical, Inc.   United States/DE                        Specialty chemical  100%
 IofinaEX, Inc.          United States/KY                        Dormant             100%
 Iofina Resources, LLC   United States/CO                        Dormant             100%
 Iofina Resources, LLC   United States/TX                        Dormant             100%

 

Iofina, Inc. was established in February 2006 and is a wholly owned subsidiary
of Iofina plc. Iofina, Inc. owns the whole of the issued share capital of
Iofina Resources, Inc., Iofina Chemical, Inc. and IofinaEX, Inc. Other
entities are subsidiaries of Iofina Resources, Inc., the iodine production
company.

 

The registered offices of the above companies are as follows:

 

 Company                     Registered office
 Iofina, Inc.                8480 East Orchard Road, Greenwood Village CO 80111, USA
 Iofina Resources, Inc.      8480 East Orchard Road, Greenwood Village CO 80111, USA
 Iofina Chemical, Inc.       306 W. Main Street, Frankfort, KY 40601, USA
 IofinaEX, Inc.              212 N 2nd St., Suite 100, Richmond, KY 40475
 Iofina Resources, LLC (CO)  8480 East Orchard Road, Greenwood Village CO 80111, USA
 Iofina Resources, LLC (TX)  815 Brazos Street, Austin TX 78701, USA

 

29. Capital commitments

At 31 December 2025 the Group had capital commitments amounting to
approximately $8m in respect of the construction of IO#12 plant.

 

30. Post balance sheet events

There were no significant post balance sheet events.

31. Contingent liabilities

The Group considers that a contingent liability exists in respect of overdue
interest on amounts that may be due in relation to certain iodine related
property rights. The theoretical exposure is estimated at approximately $600k,
but in light of considerable past experience the Company believes that amounts
actually paid will be a very small proportion of that amount.

 

32. Ultimate controlling party

There is no ultimate controlling party of the Group.

 

 

 

 

 

 

Iofina and the environment

Iofina promotes, wherever possible, environmental sustainability in its
working practices and seeks to minimise, mitigate, or remedy any harmful
effects from the Group's operations on the environment at each of its
operational sites. To continue that effort through all aspects of business,
this report has been produced to minimise its effect on the environment by
using thinner paper, fewer pages, smaller type set, and non‐colour printing
as much as possible. As part of this effort Iofina is trying to move attention
to its online annual reports available at www.iofina.com. By being a better
steward of the environment, Iofina saves valuable shareholder funds instead of
producing glossy magazine pages throughout the whole document.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.   END  FR SESESUEMSEEL



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