REG - MicroSalt PLC - Final Results
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RNS Number : 0348G MicroSalt PLC 28 May 2026
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as imported into the laws of England and Wales by virtue of
the European Union (Withdrawal) Act 2018 (as amended) and certain other
enacting measures ("UK MAR"). With the publication of this announcement via a
Regulatory Information Service ("RIS"), this inside information is now
considered to be in the public domain.
28 May 2026
MicroSalt PLC
("MicroSalt", the "Company" or the "Group")
Final Results for the year ended 31 December 2025
MicroSalt Plc (AIM: SALT), a leading manufacturer of full-flavour natural salt
with approximately 50% less sodium, is pleased to announce its final results
for the year ended 31 December 2025 ("FY25").
During 2025, MicroSalt made significant progress in the commercialisation of
its revolutionary low-sodium salt technology across North America, Canada, and
Mexico. The Company secured recurring purchase orders for its bulk products
across multiple food categories, while continuing to invest in R&D
initiatives to further expand product applications and capabilities.
A key milestone was achieved in late 2025 with the establishment of recurring
revenue streams tied to one of the world's most iconic international snack
brands, in partnership with a leading global food and beverage company and a
major international seasoning and flavour supplier.
Financial highlights:
· Revenue of US$2.1 million during the year (FY24: US$0.75
million), an increase of US$1.4 million, primarily from higher B2B sales
volumes.
· Net loss reduced to US$3.2 million (FY24: US$5.8 million),
primarily as a result of increased revenue, improved operational efficiencies
and reduced administrative expenses.
· Successfully strengthened the balance sheet with two equity
fundraises during the year, raising in aggregate US$5.6 million. This has
allowed for inventory build and continued R&D expenditure along with
continuing sales and marketing efforts.
Business highlights:
· Repeat purchase orders totaling US$1.16 million were received
from Customer 1, the Mexican division of one of the world's largest beverage
and snack food companies, alongside an additional US$189k from its Canadian
business unit and US$191k from its US operations. These recurring monthly
deliveries demonstrate growing demand and are expected to increase further
throughout 2026 and beyond. MicroSalt also secured repeat purchase orders
totaling US$245k from the North American business unit of this leading global
beverage and snack food company. These initial orders support a broader North
American rollout planned for late 2026, with projected volumes expected to
grow to approximately US$2.6 million in 2026 and US$8 million in 2027.
· Strong momentum continued with the world's largest spice and
seasoning company, which placed repeat orders totaling US$54k for its Canadian
division. Since volumes commenced in Q3 25, demand has continued to accelerate
rapidly, with encouraging opportunities for MicroSalt adoption across
additional international markets.
· Signed a 48-month Joint Development Agreement ("JDA") with
Customer 3, one of the world's largest beverage and snack food companies, that
that has allowed for a significant increase of MicroSalt exposure internally
and has led to important long-term development opportunities worldwide.
· Selected for inclusion in two new frozen pizza products with a
major food manufacturer, with launches targeted for retail distribution across
the US in mid-2026. This represents a major development for MicroSalt into a
new category.
· R&D initiatives continued to drive the expansion of the
MicroSalt product portfolio through the development of new carriers and
customised formulations designed to broaden application opportunities across
multiple food categories. These innovations are helping to simplify and
accelerate customer reformulation efforts, supporting faster commercial
adoption.
· During 2025, successfully participated in 830 million servings of
healthier food, demonstrating increased commercial adoption of our technology
and reinforcing our commitment to lowering sodium worldwide.
Post-period end highlights
· Sales through April 2026 totalled US$1.0 million which is an
increase of US$.3 million over the same period 2025, despite being impacted by
severe weather during February that temporarily limited some shipment
movements.
· Continued expansion with the addition of a strong regional
seasoning company in the UK placing two initial orders for use with UK based
food manufacturers.
· Rollout of MicroSalt Fibre as its next iteration. Fibre has
become an increasingly important nutrient as GLP1 diets can be fibre
deficient, allowing MicroSalt to have an enhanced impact on the nutritional
properties of product by adding fibre, in addition to reducing sodium
consumption.
· Continued pipeline strengthening with significant volume customer
prospects at advanced stages with a range of national and multi-national
companies with scope for MicroSalt to be nominated as a supplier on larger
product lines once established with these key customers.
Rick Guiney, CEO of MicroSalt, commented:
"MicroSalt's strong progress is clearly demonstrated by the significant
revenue growth achieved during 2025, momentum that we expect to accelerate
further throughout 2026, 2027, and beyond. The successful reformulation work
completed with several of the world's leading snack food brands provides the
Company with increasing confidence in long-term revenue and commercial
expansion.
Reflecting the rollout plans already underway, we are updating our FY 2026
sales guidance to US$4.5 million. This adjustment is driven solely by the
anticipated timing of production associated with the 2027 launch schedule and
does not reflect any change in the strength of the underlying demand outlook,
customer commitments, or the 2027 revenue projections.
We are extremely encouraged by the continued growth of the MicroSalt product
range and its expanding acceptance within the global food manufacturing
community. Our growth trajectory is being demonstrated through increasing
sales volumes, a growing number of product applications, expanding geographic
reach, and broadening R&D initiatives designed to unlock even greater
commercial opportunities.
In addition, continued regulatory focus and consumer demand for lower-sodium
food solutions are acting as powerful catalysts for growth, positioning
MicroSalt to capitalise on significant opportunities both in the US and
internationally over the short and long term."
For more information, please visit www.microsaltinc.com
(http://www.microsaltinc.co/) , follow on X @MicroSaltPLC or contact:
MicroSalt plc Via Gracechurch Group
Rick Guiney, CEO
Zeus (Nominated adviser and broker) +44 (0)20 3829 5000
David Foreman / James Edis / Emma Burn (Investment Banking)
Dominic King (Broking), Rupert Wolfenden (Sales)
Gracechurch Group (Financial PR) +44 (0)20 4582 3500
Heather Armstrong, Alexis Gore, Rebecca Scott
Notes to Editors
MicroSalt® produces a patented full-flavour, low-sodium salt for food
manufacturers and consumers.
MicroSalt is a major potential disruptor in the food market, thanks to its
micron sized particles which deliver the same sense of saltiness to a wide
range of foods but with approximately 50% less sodium. Excess sodium
consumption is a significant contributor to cardiovascular disease and
MicroSalt's solution meets the rising demand for healthier alternatives to
traditional salt. The WHO has set a target for reducing global sodium intake
by 30% by 2025, which it estimates will save 7 million lives by 2030.
Each year, cardiovascular disease costs the UK £19 billion - if the average
salt intake was reduced by one gram per day, it has been estimated that 4,147
lives and £288 million would be saved each year in the UK. As a nation, the
UK consumes 183 million kilograms of salt each year, and 70% of the typical
person's sodium intake is hidden in processed foods.
Operational since 2018, MicroSalt uses a patent-protected technology which
helps create high barriers to entry within the reduced-sodium salt market.
The Directors believe that MicroSalt is well positioned to capture growth in
the low sodium market, which is expected to grow exponentially, and that there
is also scope to enter the larger salt market.
Chair's statement
I am delighted to announce, on behalf of the Board, MicroSalt's full year
results for 2025. This was a transformational year for the Company as we
secured large, recurring purchase orders for our bulk products and
successfully completed the R&D for our new patent-pending product,
MicroSalt Premium, designed specifically for the Quick Service Restaurants
("QSR") and Fast Service Restaurants ("FSR") sales channels. These milestones
position MicroSalt strongly for accelerated commercial growth in the years
ahead.
Strategy
At MicroSalt we are focused on commercialising new technologies that deliver
full-flavour, low-sodium salt solutions for food manufacturers and consumers.
The team has developed a patented process for producing micron-sized salt
crystals that provide the taste consumers expect, with approximately half the
sodium across a wide range of food applications.
These innovations arrive at an important time as the market increasingly
responds to consumer demand for products that combine great taste with
healthier nutritional profiles. Our products are now supporting both the
reformulation of well-established products with proven commercial success, and
the development of entirely new offerings. In several markets where sodium
reduction initiatives have been in place for many years, MicroSalt is
increasingly recognised as an effective and exciting new tool to help
reinvigorate these efforts.
Board and Governance
As a Board, we remain committed to maintaining the highest standards of
corporate governance and ensuring open and effective communication with
shareholders. We continue to focus on executing the Company's long-term growth
strategy while operating in a sustainable and socially responsible manner,
supported by strong governance oversight from the Board of Directors.
Directors' responsibilities
The Directors' statement under Section 172 is included in the Annual Report
and Financial statements for the year ended 31 December 2025.
Outlook
We are highly encouraged by the strong momentum heading into 2026, a year in
which we expect continued growth in recurring commercial volume purchase
orders for our bulk products. We have already received advance orders from
Customer 3, along with additional confirmation that the 2027 rollout remains
on track for an in-store launch in January 2027.
While the precise timing of full 2026 production volumes is still being
finalised, we are updating our FY26 sales guidance to US$4.5 million. This
adjustment reflects the anticipated production timing associated with the 2027
launch schedule, rather than any change in the underlying demand outlook.
Importantly, we expect our monthly revenue run rate toward the end of 2026 to
reflect the benefits of the full rollout, with continued acceleration
anticipated throughout 2027. Based on the strength of current customer
commitments and rollout plans, we continue to reaffirm our 2027 sales estimate
of US$15 million.
Alongside the expanding application of MicroSalt across additional product
lines for Customers 1 and 2, the Group has multiple significant product
placement opportunities progressing at advanced stages with a range of
national and multinational companies. The scale and nature of these customer
relationships provide meaningful long-term potential, as approval on one
product line can lead to expansion across multiple products and categories.
We also recognise the important role that leading brands play in driving
innovation and shaping consumer expectations within their categories. In this
regard, the breadth and diversity of our product application pipeline provide
strong validation of the growing market interest in our technology and
solutions.
Additionally, we announced the launched of MicroSalt Fibre, another important
innovation in low-sodium technology. This advancement enables manufacturers to
further reduce sodium while simultaneously adding functional nutritional
benefits to end products, creating additional value for both customers and
consumers.
We also anticipate additional growth of our MicroSalt products as a result of
our continued groundbreaking research and development efforts, all targeted to
accelerate the potential application of MicroSalt across numerous other sales
channels. Included in this are methods for encapsulation and suspended
MicroSalt in the delivery of bulk lipids.
Looking ahead, we believe the combination of our expanding commercial
traction, differentiated intellectual property portfolio, and growing customer
pipeline positions MicroSalt exceptionally well to capitalise on the
increasing global demand for healthier food solutions. We remain confident
that our technology platform, operational progress, and innovation roadmap
will continue to create substantial long-term value for shareholders.
Key performance indicators
FY25 revenue increased significantly to US$2.1m (FY24: US$0.75m), reflecting
strong momentum driven by a substantial acceleration in B2B sales beginning in
Q4 24 and continuing throughout 2025. The net loss improved to US$3.2m (FY24:
US$5.8m), underscoring the Company's disciplined investment strategy and
progress toward scale. During the year, the Company made strategic investments
in targeted R&D, including the successful testing of tapioca, gum arabic,
potato starch and various fibres as alternative carriers, further
strengthening its innovation pipeline. In addition, the successful launch of
MicroSalt Premium in January 2025 and continued commercial efforts to build
brand awareness within the B2B segment position the Company well for future
growth.
I would like to take this opportunity to thank our longer-term shareholders
for their ongoing support, and to welcome all our new shareholders. I would
also like to thank our employees, suppliers, customers, and everyone who has,
and continues to support our mission, our vision and the business.
Judith Batchelar
Chair
Chief Executive Officer's statement
Introduction
The Company's mission is to reduce excess sodium consumption, a major
contributor to hypertension and heart disease, by delivering a full-flavour
salt with approximately 50% less sodium than traditional salt for both food
manufacturers and consumers.
To achieve this, the Group has developed a patent protected and scalable
manufacturing process, producing a salt crystal that is approximately 100
times smaller than traditional salt. Due to its micron sized particles,
MicroSalt demonstrates improved adhesion to food compared with traditional
salt crystals and dissolves much faster on the tongue, delivering the same
salty taste experience while using approximately half the amount of sodium.
In 2025, we continued to generate recurring revenues with one of the world's
leading food and beverage companies across multiple countries, including
Mexico, the United States, and Canada, as well as with a leading international
seasoning and flavour supplier. At the same time, we continued to strengthen
and expand our active B2B pipeline for future growth while introducing a
groundbreaking product innovation that is already creating meaningful
additional revenue opportunities for 2026.
During the year, MicroSalt positively impacted more than 830 million servings
of healthier food, demonstrating the increasing commercial adoption of our
technology and reinforcing our commitment to supporting lower sodium
consumption globally. Specifically, we focused on two key initiatives:
· Working closely with existing and new B2B accounts to support the
rollout of bulk MicroSalt across a growing number of product lines for
international food manufacturers. This included expanding our presence within
existing customer portfolios and increasing integration with seasoning and
flavour manufacturers. Our go-to-market efforts continued to gain momentum
across Asia, Australia, South Africa, the UK, Germany, Canada, Latin America,
and South America, significantly strengthening our already substantial sales
pipeline and contributing to increases in sales volumes.
· Completed R&D and final testing of our new patent pending
product, MicroSalt Premium, designed specifically for the Quick Service
Restaurant and Fast Service Restaurant channels. MicroSalt Premium expands our
opportunity into foodservice applications including restaurants, hotels,
hospitals, healthcare, and single-serve packaging, while also positioning the
Company within broader lower-sodium initiatives across fast-food categories
such as fries, bread, cheese, and chicken products. In the United States
alone, over 4.5 billion pounds of French fries are consumed annually,
including approximately 2 billion orders through the fast-food
industry.
Looking ahead, we believe the Company is exceptionally well positioned for
continued growth, supported by increasing sales volumes, broader application
opportunities, expanding sales channels, and a growing international
footprint. Continued regulatory and consumer focus on lower sodium food
products is acting as a significant catalyst for growth both in the United
States and internationally, further strengthening the long-term opportunity
for MicroSalt as an enabling ingredient solution.
Financial summary
The Company generated revenue of US$2.1 million during the year (FY24: US$0.75
million), representing an increase of US$1.4 million, while reducing its net
loss to US$3.2 million (FY24: US$5.8 million). These results reflect the
Company's continued success in driving higher B2B sales volumes, improving
operational efficiencies, reducing administrative expenses, lowering issuance
costs associated with fundraising activities, and continuing to optimise the
cost of goods sold. Importantly, our sales mix improved to 89% B2B, consistent
with our long-term strategic focus on higher-volume bulk ingredient sales.
Additionally, the Company successfully strengthened the balance sheet with
fund raises at the beginning of the year, in February and at the end of the
period in December, totaling US$5.6 million. This has allowed for inventory
build and continued R&D expenditure along with sales and marketing
efforts.
Inventories decreased to US$0.6 million (FY24: US$0.7 million), predominately
due to a decrease in finished goods due to B2B orders received in the latter
part of 2025.
Trade and other receivables remained the same US$0.9 million (FY24: US$0.9
million), predominately composed by US$0.5 million of trade receivables.
Trade and other payables decreased to US$1.2 million (FY24: US$1.3 million),
predominately due to delayed payments in the prior year as part of cash
management required at the time.
Borrowings also increased to US$2.9 million (FY24: US$2.7 million),
predominately due to increases in the interest related to the convertible loan
notes issued by Tekcapital Group to MicroSalt prior to the IPO, offset by a
repayment of the loan for $0.2 million in June 2025.
Operations summary
A major focus during 2025 was advancing several larger-volume B2B
opportunities with multinational Fast-Moving Consumer Goods companies and food
manufacturers. A number of these opportunities successfully progressed through
R&D, production, and consumer testing phases during the year.
In particular, the Group continued as an approved supplier to Customers 1 and
2, which, while separate entities, operate under the same corporate group.
Customer 1, which holds approximately 80% of the Mexican snack food market,
continued using MicroSalt across three established snack products, generating
approximately US$1.7 million in revenues during the year. Customer 2 also
provided non-binding annualised volume targets across multiple product
categories and geographic markets, reflecting growing confidence in the
scalability of our technology platform.
Additionally, the Company finalised a four-year JDA with Customer 3, alongside
additional product rollouts expected to commence in the second half of 2026.
This partnership includes a new "tech stack" approach that positions MicroSalt
as a foundational ingredient component supporting future flavour innovation
and product development initiatives.
Sales and marketing
MicroSalt attended several major food industry trade shows in both the United
States and international markets, which remains a core component of the
Company's sales and outreach strategy. In addition to major U.S. industry
events, the Company participated in trade shows and customer events in the UK,
Canada, and Mexico.
These events provide valuable opportunities for live demonstrations of
MicroSalt's capabilities and direct engagement with both prospective and
existing customers. As a result, the Company continues to maintain a highly
active and diverse sales pipeline spanning multiple geographies and customer
segments.
The Company also continued investing in brand awareness through social media
campaigns, LinkedIn engagement, newsletters, and customer education
initiatives designed to showcase MicroSalt's technology and commercial
capabilities.
During 2025, the Company implemented an integrated sales and lead follow-up
system designed to maximise industry engagement and awareness.
Additionally, the Company appointed Gracechurch Group as its London-based
investor relations firm to further enhance investor communications and
outreach efforts. During 2025, the Company issued 27 press releases supporting
increased market visibility.
Intellectual property
The additional patent application relating to the manufacturing process of
MicroSalt Premium has also been filed and remains pending.
No other changes to our IP library occurred in 2025.
Political/regulatory update
The World Health Organisation ("WHO") has extended its target for reducing
global sodium intake by 30% from 2025 to 2030, with estimates suggesting this
initiative could save approximately seven million lives by 2030. WHO research
also indicates that every US$1 invested in sodium reduction may generate
approximately US$12 in healthcare cost savings related to cardiovascular
disease treatment. Governmental pressure continues to increase across the UK,
the EU, and Latin America with new regulations in Canada for 2026 regulatory
efforts. Renewed High Fat Salt and Sugar efforts on the UK continue to focus
attention of lowering sodium. Of the G20 countries, the following have active
sodium reduction policies in place and are therefore natural target
geographies for MicroSalt.
Canada Mexico Brazil Argentina
Indonesia United States Saudi Arabia Australia
United Kingdom Turkiye India France
Germany Japan Italy China
The U.S. FDA has issued initial guidance regarding proposed front-of-pack
labelling related to sodium, fat, and sugar content. The FDA has also updated
dietary guidance with increased focus on protein consumption and sodium
reduction while eliminating petroleum-based food colouring as an approved
ingredient.
We believe these developments will encourage food manufacturers to further
evaluate sodium content across product portfolios, particularly as
front-of-pack disclosure increases transparency for consumers. In addition,
local dieticians, healthcare systems, and purchasing authorities continue to
pursue sodium reduction initiatives independent of formal mandates, further
supporting industry-wide momentum toward healthier food solutions.
Current trading and outlook
While 2025 represented a pivotal year of strategic execution and commercial
expansion for MicroSalt, we believe the opportunities ahead are even more
compelling as global focus on healthier food solutions continues to
accelerate. In the 15 months to the end of Q1 26 we have impacted
1,137,452,302 serving of healthier foods.
· Q1 26 bulk sales reached a record US$710,000, including shipments
into established markets such as Canada, Mexico, and the United States, as
well as newly opened markets including the UK and Belgium. The Company expects
that projected volume estimates provided by Customers 1 and 3 will contribute
to increased volumes during Q3 26 and Q4 26. As the Company continues shifting
toward higher-margin bulk ingredient sales, we expect additional margin
improvements through scale efficiencies and to approach cash flow positive
monthly performance sometime in Q4 26.
· Activity across our pipeline of prospective and existing
customers remains strong, supporting our confidence in continued growth into
2027 and beyond. This includes expanded visibility and opportunities
associated with the recently executed four-year JDA with Customer 3.
· The Company is also exploring the application of artificial
intelligence ("AI") within quality control and product development processes
to help reduce lead times, minimise production variability, and support
customers in reformulating products as part of their sodium reduction
initiatives.
· We have continued to add to our sales staff to specifically
address the opportunities for MicroSalt Premium within the QSR/FSR market.
· Successfully launched MicroSalt Fibre. Fibre has become an
increasing important nutrient as GLP1 diets can be fibre deficient, allowing
MicroSalt to have an enhanced impact on the nutritional properties of product
by adding fibre in addition to reducing sodium consumption.
The Group throughout 2025 and Q1 26 has continued to demonstrate strength
across its operational structure, financing, intellectual property portfolio,
market opportunity, and product acceptance, reinforcing our confidence in the
Company's future growth potential and positioning as a leading supplier
supporting the global shift toward lower sodium food solutions.
Finally, on behalf of the Board, I would like to express our sincere
appreciation to all stakeholders who continue to support the business and
contribute toward achieving our mission and long-term objectives.
Rick Guiney
Chief Executive Officer
Consolidated statement of profit or loss and other comprehensive income
Note Year ended Year ended
31 December 2025 31 December 2024
US$'000 US$'000
Revenue 4 2,069 750
Cost of sales (1,982) (1,188)
Gross profit/(loss) 87 (438)
Other operating income 5 - 3
Administrative expenses (3,314) (3,983)
IPO Costs - (1,430)
Operating loss (3,227) (5,848)
Finance income 8 6
Finance expense 10 (275) (289)
Loss before taxation (3,494) (6,131)
Taxation 11 - -
Loss for the year (3,494) (6,131)
Loss for the year attributable to:
Owners of the parent (3,494) (6,131)
(3,494) (6,131)
Other comprehensive income
Items that may or may not be recognised in profit or loss:
Foreign currency translation differences (252) 89
Total comprehensive income (3,746) (6,042)
Total comprehensive loss attributable to:
Owners of the parent (3,746) (6,042)
(3,746) (6,042)
Loss per share for loss attributable to the owners
Basic and diluted loss per share (US$) 12 (0.07) (0.13)
Consolidated statement of financial position
Note As at As at
31 December 2025 31 December 2024
US$'000 US$'000
Assets
Current assets
Inventories 15 591 714
Trade and other receivables 16 938 872
Cash and cash equivalents 17 1,908 261
Total current assets 3,437 1,847
Non-current assets
Property, plant & equipment 14 300 200
Intangible assets 13 525 498
Total non-current assets 825 698
Total assets 4,262 2,545
Liabilities
Current liabilities
Trade and other payables 18 1,176 1,348
Total current liabilities 1,176 1,348
Non-current liabilities
Borrowings 19 2,871 2,746
Total non-current liabilities 2,871 2,746
Total liabilities 4,047 4,094
Net (liabilities)/assets 215 (1,549)
Equity
Share capital 20 116 99
Share premium 20 11,842 6,183
Share-based payment reserve 1,174 1,340
Capital contribution reserve 500 500
Translation reserve (157) 95
Accumulated losses (13,260) (9,766)
Total equity 215 (1,549)
Consolidated statement of changes in equity
Note Share capital Share premium Share based payment reserve Capital contribution reserve Accumulated losses Translation reserve Total attributable to the company Non - controlling interests Total
equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 January 2024 73 - 1,060 500 (3,635) 6 (1,996) - (1,996)
Loss for the year - - - - (6,131) - (6,131) - (6,131)
Other comprehensive income - - - - - 89 89 - 89
Transactions with owners
Issue of ordinary share capital 20 26 7,023 - - - - 7,049 - 7,049
Cost of share issue - (840) - - - - (840) - (840)
Share-based payments 21 - - 280 - - - 280 - 280
At 31 December 2024 99 6,183 1,340 500 (9,766) 95 (1,549) - (1,549)
Profit for the year - - - - (3,782) - (3,494) - (3,494)
Other comprehensive income - - - - - (252) (252) - (252)
Transactions with owners
Issue of shares 20 16 5,685 - - - - 5,701 - 5,701
Cost of share issue - (288) - - - - (288) - (288)
Options exercised to Ordinary Shares 1 262 (263) - - - - - -
Share-based payments 21 - - 97 - - - 97 - 97
At 31 December 2025 116 11,842 1,174 500 (13,260) (157) 215 - 215
Consolidated statement of cash flows
Year ended Year ended
31 December 2025 31 December 2024
US$'000 US$'000
Note
Cash flows from operating activities
Loss before income tax (3,494) (6,132)
Depreciation of property, plant and equipment 14 58 12
Amortisation of intangible assets 13 34 24
Share based payment expense 97 280
(Gain)/loss on foreign currency translation (252) 89
Finance income (8) (6)
Finance expense 10 275 289
(3,290) (5,444)
(Increase) / decrease in inventories 15 123 (146)
Increase in trade and other receivables 16 (66) 387
Increase in trade and other payables 18 (172) (729)
Net cash used in operating activities (3,405) (5,932)
Cash flows from investing activities
Purchase of intangible assets 13 (61) (201)
Payments to acquire property, plant and equipment 14 (158) (204)
Interest received 8 6
Net cash used in investing activities (211) (399)
Cash flows from financing activities
Issue of shares 5,701 7,048
Proceeds from borrowings 23 (150) 267
Payment of share issue costs (288) (840)
Net cash from financing activities 5,263 6,475
Increase in cash and cash equivalents 17 1,647 144
Cash and cash equivalents at beginning of year 261 117
Cash and cash equivalents at end of year 1,908 261
Notes to the consolidated financial statements
1. General information
MicroSalt Plc (the "Company") is a public company limited by shares and
registered and incorporated in England and Wales. The registered office is 12
New Fetter Lane, London, United Kingdom, EC4A 1JP.
The principal activity of the Company together with its subsidiary undertaking
(the "Group") is that of the development and sale of low sodium salt and snack
foods.
2. Accounting policies
2.1 Basis of preparation
These consolidated financial statements have been prepared in accordance with
UK-adopted International Accounting Standards ("IFRS").
The financial statements have been prepared under the historical cost
convention. The measurement bases and principal accounting policies of the
Group are set out below.
New standards, amendments and interpretations
Standards and interpretations which are effective in the current year
None of the standards which became effective during the period which are
applicable to the Group, have had a material impact.
Standards and interpretations that are not yet effective
Certain new standards, amendments to standards, and interpretations which have
been issued by the IASB that are effective in future accounting periods that
the Group has decided not to adopt early. These standards, amendments or
interpretations are not expected to have a material impact on the Group.
IFRS 18 is effective for annual reporting periods beginning on or after
January 1, 2027, with early adoption permitted. The Company is currently
evaluating the impact that the adoption of IFRS 18 will have on its
consolidated financial statements and disclosures.
2.2 Going concern
The Directors have assessed the Group's ability to continue as a going concern
based on current cash flow forecasts. The Group continues to meet its daily
working capital requirements through the B2B sales and capital raised on the
AIM Market of the London Stock Exchange. In 2025, the Company successfully
completed two fundraises on the AIM Market: approximately £2.4 million
(US$3.3 million) in February 2025 and approximately £1.7 million (US$2.3
million) in December 2025. Additionally, growth in B2B sales is providing an
increasing portion of MicroSalt's working capital. These funds support our
aggressive growth strategy, including R&D, sales support, and production
requirements.
The Directors are satisfied that the Group has sufficient resources to
continue operations for the foreseeable future, covering at least 12 months
from the date of signing these financial statements.
The Directors recognise that the Group's cash flow forecasts are dependent on
the generation and timing of revenue from key customers, therefore a material
uncertainty exists. These events or conditions indicate that a material
uncertainty exists that may cast significant doubt on the Company's ability to
continue as a going concern. Whilst these are uncertain, the Directors remain
of the opinion that, should there be a delay in revenue compared to our
forecasts, alternative sources of funds will be found, such as through further
equity raises on the AIM market or debt finance secured on trade receivables
and / or inventories. Therefore, the financial statements continue to be
prepared on the going concern basis.
Notes to the consolidated financial statements (continued)
2. Accounting policies (continued)
2.3 Revenue recognition
IFRS 15 "Revenue from Contracts with Customers" is a principle-based model of
recognising revenue from contracts with customers. The model comprises five
steps with revenue being recognised when control over goods and services are
transferred to the customer.
The Group's revenue consists of product sales. Revenue is recognised when the
Group delivers a product to the customer. Payment of the transaction price is
based in credit terms offered to customers and begins on the date the product
is delivered.
Revenue is measured at the fair value of the consideration received, excluding
discounts, rebates and sales taxes or duty.
2.4 Basis of consolidation
The consolidated financial statements present the results of the Company and
its subsidiaries as if they form a single entity.
Profit or loss and each component of other comprehensive income are attributed
to the equity holders of the parent of the Group and to the non-controlling
interests, even if this results in the non-controlling interests having a
deficit balance. When changes in ownership in a subsidiary do not result in a
loss of control, the non-controlling shareholders' interests are initially
measured at the non-controlling interests' proportionate share of the
subsidiaries net assets. Subsequent to this, the carrying amount of
non-controlling interests is the amount of those interests at initial
recognition plus the non-controlling interests' share of subsequent changes in
equity.
When necessary, adjustments are made to the financial information of
subsidiaries to bring their accounting policies in line with the Group's
accounting policies. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of the Group
are eliminated in full on consolidation.
2.5 Other operating income and grants
Other operating income represents all other income received by the Group. This
includes R&D Expenditure Credits which are a form of government grant.
Government grants are recognised at their fair value where there is a
reasonable assurance that the grant will be received, and the Group will
comply with all attached conditions. Government grants relating to costs are
deferred and recognised in the statement of profit or loss and other
comprehensive income over the period necessary to match them with the costs
that they are intended to compensate.
The grant income received has been accounted for in accordance with IAS 20
'Accounting for Government Grants and Disclosure of Government Assistance' and
is shown in other operating income in the statement of profit or loss and
other comprehensive income whilst research and development expenditure is
shown gross of grant income.
2.6 Finance expense
Finance expense comprises of interest payable on convertible loan notes which
are expensed in the period in which they are incurred and reported in finance
costs.
2 Accounting policies (continued)
2.7 Foreign currency translation
The functional currency of the Company is GB Pounds Sterling. For the purposes
of the consolidated Interim Financial Information, the results and financial
position of the Company and its subsidiary are presented in US Dollars which
is the Group's presentational currency, as the main operating subsidiary
operates mainly in US Dollars.
Transactions in foreign currencies are recorded at the rate ruling at the date
of the transaction. Monetary assets and liabilities denominated in foreign
currencies are retranslated at the rate of exchange ruling at the end of the
reporting period. All differences are taken to the statement of profit or loss
and other comprehensive income.
Exchange differences arising on the settlement of monetary items and on the
retranslation of monetary items are included in the statement of comprehensive
income for the period.
The assets and liabilities of the Group are expressed in US Dollars using
exchange rates prevailing at the balance sheet date. Income and expense items
are translated at the average exchange rates for the period. Exchange
differences arising, if any, are classified as other comprehensive income and
are transferred to the Group's translation reserve.
2.8 Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is
recognised in the statement of profit and loss, except that a charge
attributable to an item of income or expense recognised as other comprehensive
income or to an item recognised directly in equity is also recognised in other
comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws
that have been enacted or substantively enacted by the reporting date in the
UK where the Group operates and generates taxable income.
Deferred tax balances are recognised in respect of all temporary differences
that have originated but not reversed by the reporting date, except:
- The recognition of deferred tax assets is limited to the extent
that it is probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable profits; and
- Any deferred tax balances are reversed if and when all
conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences
except in respect of business combinations, when deferred tax is recognised on
the differences between the fair values of assets acquired and the future tax
deductions available for them and the differences between the fair values of
liabilities acquired and the amount that will be assessed for tax. Deferred
income tax is determined using tax rates and laws that have been enacted or
substantively enacted by the reporting date.
2.9 Property, plant and equipment
Items of property, plant and equipment are stated at historical cost less
accumulated depreciation.
Depreciation is provided at the following annual rates in order to write off
each asset over its estimated useful life.
Plant and equipment - 20 per cent straight-line
Computer equipment - 20 per cent straight-line
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at each reporting date.
2. Accounting policies (continued)
2.10 Intangible assets
Intangible assets that are acquired by the Group are stated at cost less
accumulated amortisation and accumulated impairment losses.
Amortisation is charged to the administrative expenses in the statement of
profit or loss and other comprehensive income on a straight-line basis over
the estimated useful lives of intangible assets unless such lives are
indefinite. Intangible assets with an indefinite useful life are
systematically tested for impairment at each balance sheet date.
Intangible assets are amortised from the date they are available for use. The
estimated useful lives are as follows on a straight-line basis:
Patents - Length of the patent
The estimated useful lives are based upon management's best estimate of the
expected life of the asset. Useful lives are reconsidered if circumstances
relating to the asset change or if there is an indication that the initial
estimate requires revision. Trademarks are also classified as intangible
assets; however, they are not amortized because they are considered to have
indefinite useful lives.
2.11 Inventories
Inventories are initially recognised at cost, and subsequently at the lower of
cost and net realisable value. Cost comprises all costs of purchase, costs of
conversion and other costs incurred in bringing the inventories to their
present location and condition.
Weighted average cost is used to determine the cost of ordinarily
interchangeable items.
2.12 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and short term
highly liquid deposits which are subject to an insignificant risk of changes
in value.
Notes to the consolidated financial statements (continued)
2. Accounting policies (continued)
2.13 Financial assets
The Group classifies its financial assets at amortised cost. Management
determines the classification of its financial assets at initial recognition.
The Group's financial assets held at amortised cost comprise trade and other
receivables and cash and cash equivalents in the consolidated statement of
financial position.
These assets are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They arise principally
through the provision of goods and services to customers (e.g. trade
receivables) but also incorporate other types of financial assets where the
objective is to hold their assets in order to collect contractual cash flows
and the contractual cash flows are solely payments of the principal and
interest.
They are initially recognised at fair value plus transaction costs that are
directly attributable to their acquisition or issue and are subsequently
carried at amortised cost using the effective interest rate method, less
provision for impairment.
Impairment provisions for trade receivables are recognised based on the
simplified approach within IFRS 9 using the lifetime ECLs. During this process
the probability of the non-payment of the trade receivables is assessed. This
probability is then multiplied by the amount of the expected loss arising from
default to determine the lifetime ECL for the trade receivables. For trade
receivables, which are reported net; such provisions are recorded in a
separate provision account with the loss being recognised within
administrative expenses in the consolidated statement of comprehensive income.
On confirmation that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated provision.
2.14 Financial liabilities
The Group measures its financial liabilities at amortised cost. All financial
liabilities are recognised in the statement of financial position when the
Group becomes a party to the contractual provision of the instrument.
The Group's financial liabilities held at amortised cost comprise trade
payables and other short-dated monetary liabilities, and borrowings in the
consolidated statement of financial position.
Trade payables and other short-dated monetary liabilities are initially
recognised at fair value and subsequently carried at amortised cost using the
effective interest rate method.
Borrowings are initially recognised at fair value net of any transaction costs
directly attributable to the issue of the instrument. Such interest-bearing
liabilities are subsequently measured at amortised cost using the effective
interest rate method, which ensures that any interest expense over the period
to repayment is at a constant rate on the balance of the liability carried in
the consolidated statement of financial position.
For the purposes of each financial liability, interest expense includes
initial transaction costs and any premium payable on redemption, as well as
any interest or coupon payable while the liability is outstanding.
Unless otherwise indicated, the carrying values of the Group's financial
liabilities measured at amortised cost represents a reasonable approximation
of their fair values.
Notes to the consolidated financial statements (continued)
2. Accounting policies (continued)
2.15 Impairment of assets
Assets that are subject to depreciation or amortisation are assessed at each
reporting date to determine whether there is any indication that the assets
are impaired.
Where there is any indication that an asset may be impaired, the carrying
value of the asset is tested for impairment. If any such indication exists,
the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
An impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of
an asset's fair value less costs to sell and value in use. Non-financial
assets that have been previously impaired are reviewed at each reporting date
to assess whether there is any indication that the impairment losses
recognised in prior periods may no longer exist or may have decreased.
2.16 Equity instruments
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 Company after
deducting all liabilities and comprises the following:
· "Share capital" represents the nominal value of equity
shares;
· "Share premium" represents the excess value of equity shares
above the nominal value;
· "Share-based payment reserve" represents the cumulative fair
value of options;
· "Capital contribution reserve" represents non-cash
contributions from equity holders;
· "Accumulated losses" represents retained earnings less
retained losses;
· "Translation reserve" represents the Cumulative gains and
losses on translating the net assets of the Company to the presentation
currency of the Group" and
· "Non-controlling interests" represents the cumulative net
profits/(losses) in relation to non-controlling interests.
2.17 Convertible loan notes
Convertible loan note instruments issued by the Group are assessed to whether
the transaction price relates to both the underlying financial instrument and
the warrants issued representing the same economic arrangement, and therefore
fair value of the whole arrangement. The Group assesses whether the underlying
financial instrument (loan notes) and the conversion feature should be
classified as a liability or equity instrument. As part of this assessment,
the Group considers whether the conversion feature is closely related to the
host contract, requiring a separate assessment of the host contract and the
conversion feature. It was determined that the conversion feature was not
closely related to the host contract, meeting the criteria for recognition as
a separate embedded derivative.
Conversion feature: There is an obligation to convert the loan notes into
variable number of ordinary shares of MicroSalt Inc. on conversion events. The
conversion feature is at market price as there is no discount against future
equity placement offered. Therefore, the conversion feature is not a
derivative because the value of the conversion feature does not change in
response to the share price, and as such the conversion feature is a financial
liability.
Therefore, the fair value of the overall transaction price is initially
recognised as a financial liability and subsequently measured at amortised
cost.
2. Accounting policies (continued)
2.18 Share-based payments
Equity-settled share-based payments are measured at fair value at the date of
grant by reference to the fair value of the equity instruments granted. The
fair value determined at the grant date is expensed on a straight-line basis
over the vesting period with a corresponding adjustment to equity. The amount
recognised as an expense is adjusted to reflect the number of awards for which
the related service and non-market performance conditions are expected to be
met.
Non-market vesting conditions are taken into account by adjusting the number
of equity instruments expected to vest at each statement of financial position
date so that, ultimately, the cumulative amount recognised over the vesting
period is based on the number of options that eventually vest. Market vesting
conditions are factored into the fair value of the options granted. The
cumulative expense is not adjusted for failure to achieve a market vesting
condition.
The fair value of the award also takes into account non-vesting conditions.
These are either factors beyond the control of either party (such as a target
based on an index) or factors which are within the control of one or other of
the parties (such as the Group keeping the scheme open or the employee
maintaining any contributions required by the scheme).
When the terms and conditions of equity-settled share-based payments at the
time they were granted are subsequently modified, the fair value of the
share-based payment under the original terms and conditions and under the
modified terms and conditions are both determined at the date of the
modification. Any excess of the modified fair value over the original fair
value is recognised over the remaining vesting period in addition to the fair
value of the original share-based payment at date of grant.
3. Significant accounting judgements, estimates and assumptions
The preparation of the financial statements requires the use of certain
critical accounting estimates. It also requires the Group management to
exercise judgement and use assumptions in applying the Group's accounting
policies. The resulting accounting estimates calculated using these judgements
and assumptions will, by definition, seldom equal the related actual results
but are based on historical experience and expectations of future events.
Management believe that the estimates utilised in preparing the financial
statements are reasonable and prudent.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The judgements and
key sources of estimation uncertainty that have a significant effect on the
amounts recognised in the financial statements are discussed below:
Critical judgements
Information about critical judgements that may have most significant effect on
recognition and measurement on assets, liabilities and expenses is provided
below:
Going Concern
The Group liabilities as at 31 December 2025, mainly consist of US$2,871,000
in convertible loan notes (CLN) issued by Tekcapital, including accrued
interest. Management knows that the CNL holder is our most significant
shareholder which considerably mitigates the risk associated with these CLN.
The going concern basis is being upheld by future cashflow forecasts which
involves significant management judgement.
Investment in subsidiary (company only)
The valuation of the investment in subsidiary is supported by the company
delivering on its future business plan. The future business plan is
underpinned by forecast cash flows which involve significant management
judgements. If the Group was to underperform the forecast performance of the
business plan, there is a risk that this balance might be impaired.
4. Revenue from contracts with customers
All Group revenue was generated from the sale of goods across North America
and recognised at the date the goods were delivered. 3 customers make up 76%
or more of revenue in the period ended 31 December 2025 (2024:65%).
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Customer 1 1,141 209
Customer 2 241 -
Customer 3 181 -
5. Other operating income
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Other income - 3
- 3
6. Segmental reporting
Factors that management used to identify the Group's reportable segments:
The Chief Operating Decision Maker ("CODM") has been identified as the
Directors. The CODM reviews the Group's internal reporting in order to assess
performance and allocate resources. The CODM has determined that there is one
single operating segment, the development and sale of low sodium salt and
snack foods.
7. Operating loss
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Amortisation of intangible assets 33 24
Research and development expense 67 247
Share-based payment expense 97 280
Expected gain credit (7) 14
8. Auditors' remuneration
During the year the Group obtained the following services from the Group's
auditors:
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Fees payables for the audit of the Group and Company's annual accounts 105 94
Fees payables for all other pre-IPO non-audit services - 47
105 141
9. Employees and directors
2025 2024
US$'000 US$'000
Wages and salaries 605 670
Social security costs 208 227
Share-based payment expense 97 280
910 1,177
The average monthly number of employees and Directors during the year was as
follows:
2025 2024
Number Number
Management and administration 6 7
6 7
Directors' remuneration is as follows:
2025 2024
US$'000 US$'000
Directors' emoluments, including salaries and fees 332 433
Social security costs 32 23
Share-based payment expense 97 280
461 736
Key management personnel include all of the Directors, who together have
authority and responsibility for planning, directing, and controlling the
activities of the Group's business. There are no key management personnel
other than the Directors of the Group.
The remuneration of the highest paid Director who served during the year was
Rick Guiney which consisted of base salary of US$200,000 (FY24: US$200,000),
paid by MicroSalt Inc.
10. Finance expense
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Finance costs:
Interest on convertible loans 275 289
275 289
11. Taxation
Analysis of tax expense
No liability to UK corporation tax arose on ordinary activities for the year
ended 31 December 2025 or for the year ended 31 December 2024.
Factors affecting the tax expense
The tax assessed for the year is lower than the standard rate of corporation
tax in the UK. The difference is explained below:
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Loss on ordinary activities before tax (3,494) (6,131)
Tax using the Group's domestic tax rates (873) (1,533)
Effects of:
Deferred tax adjustment - remeasurement of current year losses at future tax - -
rate
Unutilised tax losses carried forward 873 1,533
Total taxation credit - -
The main rate of UK corporation tax for the year ended 31 December 2025 and
2024 was 25%.
No provision has been made for the 2025 deferred taxation as no taxable income
has been received to date, and the probability of future taxable income is
indicative of current market conditions which remain uncertain.
At the Statement of Financial Position date, the Directors estimate that the
Group has unused tax losses of US$13,257,000 (FY24: US$9,763,000).
Losses may be carried forward indefinitely in accordance with the applicable
taxation regulations.
12. Basic and diluted loss per share
Basic and diluted loss per share is calculated by dividing the result
attributable to equity holders by the weighted average number of ordinary
shares in issue. Loss per share is presented based on the number of shares
outstanding in the Company.
31 Dec 31 Dec
2025 2024
Loss used in calculating basic and diluted loss per share (US$) (3,746,000) (6,042,000)
Weighted average number of shares 52,411,452 45,851,697
Basic and diluted loss per share (US$) (0.07) (0.13)
The diluted earnings per share is identical to the basic loss per share as the
exercise of warrants and options would be anti-dilutive.
13. Intangible assets
Patent Trademark Total
US$'000 US$'000 US$'000
Cost
At 1 January 2024 303 31 334
Additions 197 4 201
At 31 December 2024 500 35 535
Amortisation
At 1 January 2024 13 - 13
Charge for the period 24 - 24
At 31 December 2024 37 - 37
Net book amount
At 31 December 2024 463 35 498
Cost
At 1 January 2025 500 35 535
Additions 58 3 61
At 31 December 2025 558 38 596
Amortisation
At 1 January 2025 37 - 37
Charge for the period 34 - 34
At 31 December 2025 71 - 71
Net book amount
At 31 December 2025 487 38 525
14. Property, plant and equipment
Computer Equipment Plant & equipment
Total
US$'000 US$'000 US$'000
Cost
At 1 January 2024 - 9 9
Additions 23 181 204
At 31 December 2024 23 190 213
Depreciation
At 1 January 2024 - 1 1
Charge for the period 2 10 12
At 31 December 2024 2 11 13
Net book amount
At 31 December 2024 21 179 200
Cost
At 1 January 2025 23 190 213
Additions 127 31 158
At 31 December 2025 150 221 371
Depreciation
At 1 January 2025 2 11 13
Charge for the period 30 28 58
At 31 December 2025 32 39 71
Net book amount
At 31 December 2025 118 182 300
15. Inventory
2025 2024
US$'000 US$'000
Raw materials 234 226
Finished goods and goods for resale 357 488
591 714
16. Trade and other receivables
2025 2024
US$'000 US$'000
Trade receivables 461 492
Other receivables 330 245
Prepayments 147 135
938 872
Trade receivables are amounts due from customers for goods sold in the
ordinary course of business. They are generally due for settlement immediately
or within 30 days for certain credit customers and therefore are all
classified as current. Trade receivables are non-interest bearing. The
carrying amount of trade and other receivables approximates fair value.
Analysis of trade receivables based on age of invoices:
< 30 31 - 60 days past due 61 -90 days past due > 90 Total gross ECL Total net
days past due US$'000 US$'000 days past due US$'000 US$'000 US$'000
US$'000 US$'000
31 December 2025 266 96 3 141 506 (15) 491
31 December 2024 220 89 37 168 514 (22) 492
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses (ECL) which uses a lifetime expected loss allowance for all trade
receivables. The ECL balance has been determined as US$15,000 (FY24:
US$22,000) based on historical data available to management in addition to
forward looking information utilising management knowledge. The ECL is based
on 90% of trade receivables over 60 days past due being recoverable and
therefore an ECL of 10% of trade receivables has been recognised. Based on the
analyses performed there is no material impact on the transition to ECL from
previous methods of estimating the provision for doubtful accounts.
17. Cash and cash equivalents
2025 2024
US$'000 US$'000
Cash at bank 1,908 261
1,908 261
18. Trade and other payables
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Amounts falling due in one year:
Trade payables 938 1,196
Other payables 98 47
Accruals 140 105
1,176 1,348
Other payables include amounts owed to related parties (see note 25).
19. Borrowings
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Non-current
Convertible loan notes 2,871 2,746
2,871 2,746
The Group issued CLNs on 1 March 2023 and 1 October 2023, with principal
amounts of US$2,000,000 each, of which US$1,523,000 (FY24: US$1,673,000) and
US$656,000 (FY24: US$656,000), remain outstanding at 31 December 2025,
respectively. On 5 June 2025, the Company completed a repayment of $150,000.
The CLNs incur interest of 10% per annum and are repayable four years after
commencement or can be converted into ordinary shares of MicroSalt Inc. upon
certain conversion events at the option of the noteholder. During the year
ended 31 December 2025 and 2024, none were converted into ordinary shares of
MicroSalt Plc.
20. Share capital
31 Dec 31 Dec 31 Dec 31 Dec
2025 2025 2024 2024
Shares US$ Shares US$
Allotted, called up and fully paid
Opening number of £0.001625 ordinary shares for 2025 and 2024
48,217,134 98,597 35,245,729 72,926
Issue of ordinary shares 7,419,641 16,235 12,971,405 25,671
Exercise of Stock Options 507,118 1,110 - -
Closing number of £0.001625 ordinary shares 56,143,893 115,942 48,217,134 98,597
All issues are for cash unless otherwise stated.
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Share premium
Opening balance 6,183 -
Issue of shares 5,685 7,023
Exercise of Stock Options 262 -
Cost of share issue (288) (840)
Closing balance 11,842 6,183
( )
On 3 February 2025, the Company issued 3,580,551 shares at £0.70 per new
share; also on 15 December 2025, the Company issued 3,839,090 shares at £0.45
per new share.
On 5 February 2025 and 21 November 2025, the Company announced that a total of
165,591 and 341,527 ordinary shares respectively, have been allotted to
shareholders to satisfy the exercise of options over Ordinary Shares. The
exercise prices of the Option Shares were US$0.25 and US$0.545.
On 1 February 2024, the Company issued 7,871,423 shares at £0.43 per new
share; also on July 01, 2024, the company issued 4,799,981warrants at £0.473
per new share. The cost associated to the IPO process included legal,
financial and advisory services for about US$840,000.
On 1 February 2024, the Company completed its IPO on the AIM Market of London
Stock Exchange plc raising approximately £3.1 million (US$3.9 million).
21. Share-based payments
The Group operates an equity settled share-based remuneration scheme for
employees. Options are granted for nil consideration and carry no dividend or
voting rights. The terms and conditions of the grants are detailed below:
Date of grant No. of options Vesting conditions Expected life of options Share price at grant date Expected option life Risk free interest rate
Exercise price
21 September 2020 56,284 US$0.000025 Time-based(1) 1 year US$0.0001 0 years 4,87%
1 January 2021 56,000 US$0.000025 Time-based(3) 3 years US$0.0001 0 years 5.00%
28 February 2021 268,800 US$0.2500 Time-based(4) 1 year US$1.00 0 years 0.05%
16 November 2021 604,800 US$0.2500 Time-based(2) 3 years US$1.00 0 years 0.50%
29 November 2021 228,000 US$0.2500 Time-based(2) 3 years US$1.00 0 years 0.50%
1 September 2021 300,000 US$0.2500 Time-based(2) 1 year US$1.00 0 years 0.18%
1 January 2022 56,000 US$0.2500 Time-based(1) 1 year US$1.00 0 years 0.87%
24 February 2022 228,000 US$0.2500 Time-based(3) 3 years US$1.00 0 years 1.07%
23 November 2021 1,000,000 US$0.2500 Time-based(2) 3 years US$1.00 0 years 0.50%
1 August 2022 400,000 US$0.3225 Time-based(3) 2 years US$1.29 0 years 2.87%
27 October 2022 804,800 US$0.3225 Exit event(5) 3 years US$1.29 0 years 3.45%
18 November 2022 1,680,000 US$0.5450 Time-based(2) 3 years US$2.18 0 years 3.26%
30 April 2024 351,000 US$0.8804 Time-based(3) 3 years US$0.88 3 years 4.36%
(1)100% of the share options vest in one annual instalment 12 months after the
grant date.
(2)2.78% of the share options vest in equal monthly instalments over 36 months
from the grant date.
(3)33.33% of the share options vest 12 months after the grant date, 33.33% of
the share options vest 24 months after the grant date and the remaining 33.33%
of share options vest 36 months after the grant date.
(4)50% of the share options vest six months after the grant date and 50% of
the share options vest 12 months after the grant date.
(5)These options vest on an exit event, such as a sale, takeover or IPO.
The number of options and exercise price for the Options granted before 2023
have been adjusted for the effect of a 3200:1 share subdivision and subsequent
1:520 share consolidation which occurred in 2023.
All options granted have an expected volatility of 80%.
On 30 September 2023, all of the options held with MicroSalt Inc. were
cancelled and reissued with the Company on the same terms as the existing
agreements. As such, the fair value of the options did not increase as a
result of the modification and therefore no adjustment was made to share-based
payment expense in 2023.
Details of the number of share options granted, exercised, lapsed and
outstanding at the end of each period as well as the weighted average exercise
prices in US$ ("WAEP") are as follows:
2025 2025 2024 2024
No. WAEP No. WAEP
Outstanding at the beginning of the year 7,061,684 0.37 6,710,684 0.37
Granted during the year - - 351,000 0.88
Exercised during the year (1,028,000) 0.48 - -
Outstanding at the end of the year 6,033,684 0.38 7,061,684 0.39
Exercisable at the end of the year 5,892,517 0.57 6,031,897 0.37
22. Financial instruments
The Group's financial instruments comprise cash and cash equivalents, trade
and other receivables, trade and other payables, accruals, and convertible
loan note liabilities, that arise directly from its operations.
Financial assets
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Trade receivables 461 492
Other receivables 330 245
Cash at bank 1,908 261
2,699 998
Financial liabilities
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Trade payables 938 1,196
Other payables 98 47
Accruals 140 105
Convertible loan note liabilities 2,871 2,746
4,047 4,094
The carrying values of the Group's financial liabilities measured at amortised
cost represents a reasonable approximation of their fair values.
Financial risk management
The Group is exposed through its operation to the following financial risks:
credit risk, interest rate risk, foreign exchange risk and liquidity risk.
Risk management is carried out by the Directors. The Group uses financial
instruments to provide flexibility regarding its working capital requirements
and to enable it to manage specific financial risks to which it is exposed.
The Group finances its operations through a mixture of debt finance, cash and
liquid resources and various items such as trade debtors and trade payables
which arise directly from the Group's operations.
a) Foreign exchange risk
The Group operates internationally and is exposed to currency risk arising on
cash and cash equivalents, receivables and payables denominated in a currency
other than the respective functional currencies of the Group entities, which
are primarily US Dollars and Sterling. The Group's manages foreign currency
risk by, where possible, settling liabilities denominated in a currency other
than its functional currency with cash already denominated in that currency.
22. Financial instruments (continued)
The carrying amounts of the Group's foreign currency denominated monetary
assets and monetary liabilities at the reporting date are as follows:
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Net foreign currency liabilities
GBP 1,216 153
Sensitivity analysis
A 10% strengthening of sterling against the Group's primary currencies at
31 December 2024 would have decreased equity and profit or loss by the
amounts shown below:
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Effect on equity 122 15
Effect on profit or loss 122 15
A 10% weakening of sterling against the Group's primary currencies at
31 December 2025 would have an equal but opposite effect on the amounts
shown above.
b) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows
associated with the instrument will fluctuate due to changes in market
interest rates. The Group's only interest-bearing borrowings are at a fixed
interest rate of 10%, therefore interest rate risk exposure for the Group is
minimal.
It is the Group's policy to settle payables within the credit terms allowed
and the Group does therefore not incur interest on overdue balances.
c) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. In order to minimise the risk, the Group endeavours only to deal
with companies which are demonstrably creditworthy and this, together with the
aggregate financial exposure, is continuously monitored. The maximum exposure
to credit risk is the carrying value of its financial receivables, trade and
other receivables and cash and cash equivalents as disclosed in the note
above.
The receivables age analysis is evaluated on a regular basis for potential
doubtful debts, considering historic, current and forward-looking information.
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses (ECL) which uses a lifetime expected loss allowance for all trade
receivables The ECL is based on 90% of trade receivables over 60 days past due
being recoverable. Further disclosures regarding trade and other receivables
are provided within note 16.
Credit risk also arises on cash and cash equivalents and deposits with banks
and financial institutions. For banks and financial institutions, only
independently rated parties with minimum rating "B+" are accepted. Currently
the financial institution whereby the Group holds significant levels of cash
is JP Morgan Chase Bank, N.A. which is rated AA-.
22. Financial instruments (continued)
d) Liquidity risk
The Group seeks to maintain sufficient cash balances. Management review cash
flow forecasts on a regular basis to determine whether the Group has
sufficient cash reserves to meet future working capital requirements and to
take advantage of business opportunities.
A maturity analysis of the Group's total liabilities is shown below:
Group
31 Dec 31 Dec
2025 2024
US$'000 US$'000
Within 1 year:
Trade and other payables 1,036 1,243
Accruals 140 105
Total within 1 year 1,176 1,348
Convertible loan note liabilities 2,871 2,746
Later than 1 year and less than 2 years 2,871 2,746
Total including interest cash flows 4,047 4,094
Less: interest cash flows (275) (289)
Total principal cash flows 3,772 3,805
The convertible loan notes issued by Tekcapital Group and its interests are
repayable US$1,988,000 on March 2027 and US$883,000 on November 2027.
23. Related party disclosures
Key management personnel remuneration is disclosed in note 9 above.
Transaction amount Balance owed
Related party relationship Type of transaction 2025 2024 2025 2024
US$'000 US$'000 US$'000 US$'000
Tekcapital plc Convertible loan notes issued (Repayment) (150) (67) 2,871 2,746
Tekcapital Europe Ltd Related party loan - (642) - -
On 5 June 2025, the Company completed a repayment of $150,000.
24. Changes in liabilities from financing activities
At 1 January Financing cash flows Non-cash changes At 31 December 2024
2024 US$'000 Interest US$'000 US$'000
US$'000 US$'000
Convertible loan notes 2,524 267 289 (334) 2,746
Total liabilities from financing activities 2,524 267 289 (334) 2,746
At 1 January Financing cash flows Non-cash changes At 31 December 2025
2025 US$'000 Interest US$'000 US$'000
US$'000 US$'000
Convertible loan notes 2,746 (150) 275 - 2,871
Total liabilities from financing activities 2,746 (150) 275 - 2,871
The non-cash change in 2024 relates a balance due to the ultimate controlling
party that was settled by issue of convertible loan note.
25. Events after the reporting date
At the time this report was issued, there were no significant events to report.
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