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REG - Nanoco Group PLC - Preliminary Results

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RNS Number : 9624H  Nanoco Group PLC  18 November 2025

18 November 2025

NANOCO GROUP PLC

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

 

Unaudited Group Preliminary Results for the year ended 31 July 2025

 

Reinvigorated leadership and strategy; Well-positioned to deliver shareholder
value

 

Nanoco Group plc (LSE: NANO), a world leader in the development and
manufacture of cadmium-free quantum dots and other specific nanomaterials
emanating from its technology platform, announces its unaudited Group
Preliminary Results for the year ended 31 July 2025 ("the Year" or "FY25").

 

Reinvigorated leadership and strategy, and continued commercial progress

·      Appointed Dmitry Shashkov as CEO, Jalal Bagherli as Non-Executive
Chairman and appointed Jai Subramanian as Global Head of Business Development
to help drive commercial engagement

·     Implemented a fully refreshed Group strategy, underpinned by
extensive market research to both identify priority markets and key
applications within the Quantum Dot ("QD") image sensor market and to initiate
exploratory work in other market areas

·     Commenced a Joint Development Agreement ("JDA") with a second Asian
chemical customer with a focus on technological adoption of QD enabled sensors
for high volume consumer applications

·      Initiated litigation proceedings against LG Electronics for
alleged patent infringement in the US

·     Post year end, signed a three-year extension to the previous
two-year programme with the first Asian chemical customer, which will take the
Group through development and scale up of Quantum Dot ("QD") material to be
used in sensors

 

Positioned for growth in high-potential markets

·    Maintained global leadership at the forefront of quantum dot sensing
technology, underpinned by best-in-class results and a defensible IP position

·    Market sector forecasts(1) highlight significant potential growth in
QD sensing and display - notably through the adoption of the technology in
mobile phones for sensors and micro-LEDs for display - which should lead to a
step change in addressable markets for Nanoco

·    Companies in other, non-priority markets are assessing the
opportunity to work with quantum dots in their products, which could also
offer further significant opportunities in the long term

·   Continue to progress as a research-led production company, with the
ambition of becoming cash breakeven in the medium term

 

Streamlined structure and cost control

·    During the Year, completed a reorganisation of the business to reduce
overhead costs, which included a reduction in the Board's size and cost -
gross monthly cash cost base steady at £0.5m (FY24 Q4: £0.7m)

·    Ongoing focus on cash preservation, including Board cost and size
reviews, promoting internally when opportunities arise, and spreading workload
among existing staff

·     Continue to retain research and testing capabilities to develop and
manufacture a variety of quantum dots at scale, whilst also allowing us to
test the progress of our materials on devices

 

Potential divestment of the Group's trading business (the "CDX process")

·    Following an extensive reach out process, we remain in discussions
with several parties, assessing options which will deliver the best value for
shareholders and wider stakeholders

 

Results overview

 

Financial summary

·     Reported revenue decreased to £7.6m (FY24: £7.9m) due to the
previously announced cancellation of the contract with the European Customer
in 2024

·     Adjusted EBITDA improved to £1.5m (FY24: £1.2m) due to the
reorganisation during the year.

·      Period end reported cash of £14.0m (FY24: £20.3m)

·      During the year we completed the on-market buyback, fulfilling our
commitment to return £33 million to shareholders

·    Contracted organic and licence revenue of £7.6m for FY26 (FY25:
£6.7m), with a stable gross cash cost base of £6.0m (FY25: £7.4m)

 

Dmitry Shashkov, Chief Executive Officer of Nanoco Group plc, said:

 

"This has been a year of transition at Nanoco. We have reinvigorated the
leadership team, and strategy, invested in our business development and
continued to gain commercial traction. In parallel, we have continued to run
the CDX process, engaging with a number of parties who have shown interest in
a potential acquisition of the trading subsidiary.

We now have two large Asian chemical customers who have a focus on
commercialising QD enabled sensor technology in high volume markets. The
market adoption of this technology into consumer electronics would instantly
make Nanoco cash generative, and we believe our technology is the most
advanced in this area. We continue discussions with other companies in this
market to provide additional services and products.

We have also made progress in other markets, establishing contacts, presenting
our capabilities, and discussing commercial opportunities with other
customers, for both products and services.

We believe in our strategy, and are focused on proving the value inherent in
the business, and look forward to further updating shareholders on our
progress in due course."

(1) Sources: Yole, IDTechEx

 

Investor Meet Company presentation for investors

There will be a presentation for investors via the Investor Meet Company
platform today, 18 November 2025 at 1:00pm GMT. Questions can be submitted
live or in advance via the Investor Meet Company Dashboard. Investors can sign
up to the Investor Meet Company platform for free and register their interest
in events hosted by Nanoco Group plc via:

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

Investors who already follow Nanoco Group plc on the Investor Meet Company
platform will automatically be invited.

For further information, please contact:

 

Nanoco Group plc:

Dmitry Shashkov,
CEO
  +44 (0)1928 761 404

Liam Gray, CFO & Company Secretary

 

Sodali & Co (Public
Relations)

Elly
Williamson
  +44 (0)79 3535 1934

Pete Lambie

Oliver Banks

Nanoco@sodali.com (mailto:Nanoco@sodali.com)

 

Cavendish Capital Markets Limited (Financial Adviser and Corporate Broker):

Ed Frisby / George Lawson (Corporate Finance)
                              +44 (0)20 7220 0500

Tim Redfern (Corporate Broking)

Jasper Berry (Sales)

 

CDX Advisors (Financial Adviser):

Steven Foland
 
 
                   +1 415 425 2224

Steve Month

Patrick Foley

 

Notes for editors:

About Nanoco Group plc

Nanoco (LSE: NANO) is a nanomaterial production and licensing group,
specialising in the production of its patented cadmium free quantum dots
(CFQD® materials) and other patented nanomaterials for use in the electronics
industries. Founded in 2001 and headquartered in Runcorn, UK, Nanoco continues
to build out a world-class, patent-protected IP portfolio alongside its
existing scaled up production facilities for commercial orders.

Nanomaterials are materials with dimensions typically in the range 1 - 100 nm.
Nanomaterials have a range of useful properties, including optical and
electronic. Quantum dots are a subclass of nanomaterial that have
size-dependent optical and electronic properties. Within the sphere of quantum
dots, the Group exploits different characteristics of the quantum dots to
target different performance criteria that are attractive to specific markets
or end-user applications such as the Sensor, Electronics and Display markets.
Nanoco's CFQD® quantum dots are free of cadmium and other toxic heavy metals,
and can be tuned to emit light at different wavelengths across the visible and
infrared spectrum, rendering them useful for a wide range of display
applications. Nanoco's HEATWAVE® quantum dots can be tuned to absorb light at
different wavelengths across the near-infrared spectra, rendering them useful
for applications including cameras and image sensors.

Nanoco is listed on the Main Market of the London Stock Exchange, holds the
LSE's Green Economy Mark, and trades under the ticker symbol NANO. For further
information please visit: www.nanocotechnologies.co
(http://www.nanocotechnologies.com) m

Chairman's statement

Overview

2025 was a critical year for Nanoco. In what has been a rapidly changing
operating environment, the Board acted decisively to stabilise and refocus the
business following a challenging start to the year. This was in spite of a
major European customer transitioning away from QD sensor technology.

Against this backdrop, the Nanoco Board remained focused on ensuring strategic
delivery to preserve and enhance shareholder value, establishing and executing
against four key priorities:

1.    Bring on board a new CEO, and strengthen the commercial focus of the
organisation.

2.    Significantly reduce cash burn to lengthen Nanoco cash runway.

3.    Develop and execute new strategy for Nanoco, focused around
commercial development.

4.    In parallel, evaluate strategic options for the organisation,
including the potential sale of its operating business.

I am pleased to say that we were largely successful in all the above
objectives.

Following the hiring of Dmitry Shashkov as the new CEO in October 2024, the
group established a global commercial organisation and hired Jai Subramanian
as Global Business Director to lead this work. In the span of a few months,
our commercial pipeline had grown across several market segments.

During the period, we implemented significant cost savings, resulting in a
reduction of our cash burn by 29% on a like-for-like basis, from £0.7 million
per month (FY24 Q4) to £0.5 million per month, by selective personnel
reductions, reducing the size and cost of the Board alongside additional
operational efficiencies and cost savings. The above measures, while painful,
did not impact critical Nanoco capabilities required to grow the business.

A new strategy for Nanoco was developed in a rapid but rigorous process
involving primary and secondary market research. As a result, we defined the
total available market for quantum dots ("QDs") around eight market segments.
Within these segments, we reconfirmed that Image Sensors remains the core
market for Nanoco. Outside of Image Sensors, we continue some work in Display,
and also initiated small scale exploratory work and selective customer
engagements in Photovoltaics, Paints and Pigments, and Agricultural areas.

To evaluate strategic options for Nanoco, we retained CDX Advisors, an
investment bank with a strong focus on the high tech sector. Talks to divest
the Group's trading business are ongoing, however there can be no certainty of
an outcome and the Board remains highly cognisant of ensuring that any
agreement is executable and reflects the inherent value within the trading
business.

Commercial strategy

The Board has a clear vision for Nanoco's trading business. Underpinned by a
significant competitive moat provided by our unique and validated IP, we
aspire to be the pioneering and go-to manufacturer of cutting-edge QDs for the
nanotechnology era. By focusing on our core competencies, we play to our key
strengths while ensuring that we understand enough about the full device
performance to be a credible and trusted supply chain partner to some of the
world's largest companies.

Our sensing materials can provide significant improvements over existing
technologies at a competitive price point while our display materials offer
performance and clear environmental benefits over highly toxic, cadmium-based
quantum dots.

We will continue to add to our IP assets - the value of which was amply proven
in the litigation with Samsung - and defend it vigorously, as evidenced in our
patent infringement filing against LG Electronics.

Our people

Nanoco has built an outstanding team which boasts a wealth of international
talent based out of our headquarters in Runcorn. Our people are highly
committed to executing Nanoco's strategy and focused on delivering against
specific objectives we set for them. We are repaying that commitment through
further investments in learning and development opportunities.

This commitment to staff was recognised when Nanoco was recognised in several
prestigious awards, including the Halton Business Awards and the Sunday Times
Best Places to Work 2025.

Sustainability and ESG strategy

The Board is committed to the promotion and achievement of environmental,
social and governance objectives within the context of a small, listed group.
During the year, we have strengthened the Nanoco Environmental, Health and
Safety ("EHS") approach and maintained ongoing ISO 9001 and ISO 14001
accreditations, passing all certifications with minimal findings.

Governance

We remain committed to the highest standards of corporate governance and we
comply with all of the provisions of the UK Corporate Governance Code.

Board and Annual General Meeting

Ahead of the Annual General Meeting ("AGM") to be held in January 2026, we
continue to manage the size and cost of the Board.

In line with this priority, following the announcement of the pending
retirement of Dr Nigel Pickett, Nanoco CTO and co-founder, we reorganised
Nanoco's technology organisation and replaced Nigel's role with a non-Board
Director of Technology position.

Additionally, after over eight years, this will be Dr Alison Fielding's final
year as a Non-Executive Director of Nanoco Group plc.

Dividends

No dividend is proposed for the year (2024: none).

Outlook

The Board continues to be confident in the inherent value of the Nanoco
technology, IP and trading business, while acknowledging that technological
challenges and changing markets can impact the commercialisation and adoption
of quantum dot enabled technology. In efforts to realise the inherent value,
we have fully revamped the group strategy and reoriented Nanoco onto the path
of commercial growth during 2025. With the increased commercial pipeline, the
group is aiming to achieve break-even and financial sustainability in the
calendar year 2027.

Following the appointment of CDX Advisors to review strategic options
including the potential sale of the operating business, we are driving this
process to its conclusion and expect to announce its results post year end.

Whether the CDX process results in a transaction for the operating business,
or Nanoco continues to operate as a standalone business, we are confident the
group is firmly on a growth path to deliver returns to its shareholders.

Dr Jalal Bagherli

Chairman

18 November 2025

 

CEO's statement

The Nanoco team worked throughout the year to develop and implement our new
growth strategy informed by extensive primary and secondary market research
that we conducted early in the year. One of the outcomes of this work was a
clear definition of the Total Available Market ("TAM") for quantum dot-based
materials. We defined this market around eight distinct segments:

1.    Image Sensor technology that can enhance the capability of the
conventional silicon-based CMOS image sensor by extending its sensitivity into
the infrared region. QDs in such sensors can be "tuned" to respond to a
particular wavelength of light, spanning the region from Near Infrared
("NIR"): 700nm-1,000nm; to Short Wave Infrared ("SWIR"): 1,000nm-3,000nm; and
eventually to Mid Wave Infrared ("MWIR"): 3,000nm-5,000nm.

2.    Flat Panel Displays ("FPD") including existing liquid crystal display
("LCD") and organic light-emitting diode ("OLED") products as well as two
emerging display technologies, microLED and electroluminescent ("EL")
displays. In all of these technologies, QDs play a critical role in creating
and enhancing vibrant true-to-life colours and enhancing user experience while
improving the display's energy efficiency.

3.    The Photovoltaic ("PV") market for quantum dots is at an emerging
stage and includes several different applications of QDs. One application
which is gaining traction is down-converting coatings, where QDs absorb
visible light between 400nm and 800nm, and converts it to longer wavelengths
(800nm-1,000nm). The underlying solar cell has the highest photoconversion
efficiency at these wavelengths, thus boosting the total energy yield of the
panel.

4.    The Agriculture market for QDs is at the early adoption stage. In
this process, QDs are incorporated onto a polymer laminate film used to
convert incoming solar light into the orange-red part of the spectrum. An
increasing body of research has confirmed that light in this part of the
spectrum speeds up fruiting of various types of produce, resulting in crop
yields increasing by up to 30% without any major investment by the end user.

5.    Paints and Pigments is a significant and relatively mature market;
however, novel formulations continue to emerge in response to changing
consumer demands and other specialised requirements. QDs can be incorporated
into a paint, serving as a speciality pigment that either enhances the main
paint colour or imparts another useful functionality - e.g. QDs tuned to the
infrared region of the spectrum can be used to enhance vehicle visibility
under LIDAR illumination.

6.    LED Lighting is a maturing segment of the larger lighting market.
Within this segment, there is a continuous search for enhancing LED energy
efficiency and enabling speciality lighting applications. QDs can enable novel
applications such as agricultural lighting and therapeutic lighting. In both
applications, QDs enable precise tuning of the light wavelength to maximise
agricultural productivity or therapeutic effect.

7.    Authentication is another emerging market for QDs where their unique
spectral response enables both document security and product authentication.
In this field, novel solutions continue to emerge, to stay one step ahead of
the forgers and counterfeiters.

8.    Biomedical applications of QDs span multiple applications including
drug delivery, diagnostic tools, and even surgical aids. All of these
applications, however, are at a nascent stage of development and are not
expected to generate significant market opportunities in the near term.

After extensive reviews, the Nanoco team re-confirmed that the primary focus
of the group should remain on the Image Sensors market, since this offers the
most attractive business potential. In addition, this market fits well with
Nanoco's established capabilities and IP, including extensive patent
portfolio, breadth of products, application knowledge, significant
manufacturing capacity, and proven high volume production experience in
Runcorn that differentiates Nanoco from its competition.

In addition, we chose the next four market segments (Display, PV, Agriculture
and Paints and Pigments) for additional exploration, either as customer
engagements, or as stand-alone projects where Nanoco has a unique competitive
advantage. As a small group, we are striking the balance between our core
markets and a small number of exploratory projects that open the longer-term
growth opportunities.

Business performance

Image sensors (HEATWAVE® quantum dots)

We have successfully executed Phase 1 of the Joint Development Agreement
("JDA") with a major Asian customer, focusing on heavy metal-free QDs utilised
in sensors for consumer applications. Technical results of this work met or
exceeded customer expectations throughout the project. Post year end, we
announced the extension of this JDA into Phase 2, which will lead to the
commercialisation of this technology at scale, assuming the market adoption
takes place as expected.

In addition, in April 2025 we announced a second JDA, also with a major Asian
customer. This one-year agreement is targeting consumer applications but with
a different QD material and at a different wavelength, allowing us to spread
the risks associated with such developments. The initial results of this work
are encouraging, and we expect to extend it during 2026, similar to our first
JDA.

Internally, we have developed Indium Arsenide ("InAs") QD materials at
alternative wavelengths which, when testing in our device facility, exhibit
the best in-class results in the industry on device.

Outside of these two JDAs, the Nanoco team has thoroughly screened the market
and established commercial contacts with almost every company already involved
in QD-SWIR sensor technology or considering its implementation in the future.
These contacts may generate near-term commercial revenues as many of these
participants target better developed industrial and defence applications that
utilise lead sulphide (PbS) based QDs where Nanoco has more experience and
production capacity than any other supplier. In addition, we aim to convert
some of these relationships into additional JDAs to target new materials,
wavelengths and application areas.

At our Runcorn site, we have production capabilities to produce both first
generation (PbS) and second generation (InAs) quantum dot materials for
sensing applications. This means we can produce material for hundreds of
millions of sensors per year once the technology is adopted, with a modest
increase to the price per sensor.

Display (Cadmium free quantum dots (CFQD®))

Display materials remain a focus for Nanoco. Our analysis divides the market
into existing display technologies and nascent display technologies. The
former includes QD film (whether the QDs are in a barrier film "sandwich" or
an extruded product) and QD-OLED. Recent market data confirms a growing share
of quantum dot technology in these early generation displays, especially in
the new mini-LED configuration of LCD technology that is growing rapidly,
mainly with China and Taiwan producers. These devices are predominantly
produced today with highly toxic cadmium-based QDs. This creates an
opportunity for Nanoco to substitute them with our CFQD® material in this
growing global consumer market.

In addition, established FPD technologies give us further potential IP
licensing opportunities, following our successful settlement with Samsung that
resulted in our technology licence and a $150 million fee paid by Samsung. We
continue to pursue such licensing opportunities, as evidenced by our filing of
a patent infringement lawsuit against LG Electronics.

The emerging display technologies that have now been demonstrated at various
trade shows and which are attracting significant investment include the use of
quantum dots in micro-LED and in electro-luminescent ("EL") displays. In
particular, the application of quantum dots to micro-LEDs for small screen
devices, such as smart watches or phones, is an area of growing focus for a
number of companies. In such applications, the volume of quantum dots, as a
ratio to the area covered, is significantly higher than in a film for a
television.

Our routes to revenue generation are therefore still threefold in display:

•     development services for new materials;

•     supply of consistent high quality materials from our Runcorn
facility which can be easily expanded; and

•     the licensing of our IP that protects our unique scale up process
for the mass market production of cadmium-free nanomaterials.

Operations

During the year, we strengthened our Environmental, Health and Safety ("EHS")
capabilities. In the beginning of 2025, we have implemented Behaviour-Based
Safety Observation ("BBSO"), a proven EHS tool used to strengthen and codify
safety culture. Throughout the year, nearly all Nanoco employees participated
in the programme, helping identify potentially unsafe situations and prevent
more serious accidents from happening. We systematically reviewed BBSO results
in regular meetings, to ensure corrective actions are taken and the learnings
and best practices are institutionalised.

Nanoco has also maintained ongoing ISO 9001 (Quality Management System) and
ISO 14001 (Environmental Management System) accreditations. We passed both
annual certifications with minimal findings. Going forward, we intend to
maintain and further strengthen both systems as the backbone of our management
systems. This approach positions Nanoco as a robust supply chain partner for
electronic materials. Such certifications are often fundamental requirements
of our electronics customers before they will even consider high volume supply
relationships.

We continued to make investments in our capabilities throughout 2025,
especially in the new device facility where we sourced several second-hand
pieces of equipment from the discontinued Image Sensor project, along with
test wafers and other critical materials. Our Device Lab significantly
shortens the feedback loop between our chemistry and device performance and
enables us to provide customer demos. A process that used to take up to three
months now takes only one week. This is critical as long-term success in
developing new materials is driven by the number of new reactions and recipes
that can be run in a period of time. This new capability can be applied to
various generations of our technology, and we have complete flexibility to
operate the Device Lab with multiple customers, enhancing our operational
capability.

Leveraging intellectual property

We continue to proactively manage our IP portfolio to maximise value and
protect our core competencies while carefully managing our IP maintenance
spend. We finished the year with 341 patents and patents pending (2024: 366).
Our annual IP maintenance spend is approximately £0.2 million, which is a
reduction from the figure of approximately £0.4 million in 2020.

Finally, following the filing of a patent infringement lawsuit against LG
Electronics, we continue screening our relevant markets (both FPD and Image
Sensors) for future IP licensing opportunities. As in prior periods, we have
to weigh the potential size of the opportunity against costly and
time-consuming legal work that is required to enforce our IP.

People and community

Our people are our ultimate differentiator. They make Nanoco great and provide
excellent service to our customers by delivering high quality materials on
time and achieving challenging milestones and deliverables in our development
work.

During 2025, we worked with all employees to develop and refine Nanoco's
mission, vision and values. The group mission and vision are more than just
slogans - they inform our strategy and inspire our people to deliver results,
every day.

The group values are perhaps even more important - they define what is
important to us, they shape our organisational culture, and ultimately they
are our guiding principles that dictate everything we do and how we do it.
This year, we started to use Nanoco values for the first time as part of our
annual performance reviews, to make sure the values are lived and breathed by
every employee.

Our Employee Voice Committee ("EVC") has been active throughout the year to
support the group and all staff on matters of physical and mental wellbeing,
relaying concerns to the Board and helping with our CSR activities.

We have awarded a general cost of living increase for all staff for FY25 of
3.5% of salary (excluding the Executive Directors who are receiving 2.5%). In
FY24, we implemented a workplace health programme for all staff that has an
equivalent cost of 1% of salary. We also completed a further benchmarking
exercise post year end, and we believe that all employees are now fairly
compensated. All staff are also eligible to participate in the group's Long
Term Incentive Plan.

We will review other benefits options and further potential improvements to
pension contributions as our financial situation improves and when the group
becomes self-financing in its organic operations.

We are proud to have been recognised in the course of 2025 by three
prestigious UK awards:

•     November 2024 - Halton Healthy Workplace Wellbeing Gold Award;

•     April 2025 - Halton Business Awards Finalist in the Employer of
the Year (35+ employees) category; and

•     May 2025 - Sunday Times Best Places to Work 2025 recognition.

Post-year-end events and our response

Post year end, we announced the awarding of a grant by Innovate UK for the
development of a one-step ink for our first generation Image Sensor material.

Subsequently, we have also announced a three-year extension to the JDA with
the Asian Chemical Customer.

Outlook

The Board strongly believes that Nanoco has significant organic growth
opportunities. They span a range of applications from the Nanoco core market
(Image Sensors) as well as several other segments such as Display,
Photovoltaic, Agriculture and Paints and Pigments. All these applications fit
with our core capabilities and offer opportunities for competitive
differentiation. Importantly, in our core Image Sensor market, we believe the
next three to five years will bring a real inflection point as these products
migrate from a small volume, artisanal manufacturing approach to high volume,
semiconductor fab-based, full wafer-based, low cost manufacturing.

Nanoco's targeted markets span a range of timings, from several months to over
five years, making for a more balanced portfolio with lower investment risk.
Our engagements are also becoming increasingly diverse and include the whole
spectrum of customers - from small, nimble, fast-moving innovators in various
spaces to global giants with leading positions in their respective markets.

Based on this outlook, we believe Nanoco is now on track to achieve break-even
point and financial viability in the course of approximately two years.

Dmitry Shashkov

CEO

18 November 2025

 

Financial review

Financially underpinned group with growth opportunities

 Highlights                 2025         2024         % change

                            £ million    £ million
 Revenue                    7.6          7.9          (3%)
 Other operating income     -            0.1          (94%)
 Adjusted EBITDA            1.5          1.2          25%
 Net loss                   (2.2)        (1.3)        20%
 Loss per share (p)         (1.13)       (0.43)       (21%)
 Billings                   1.4          61.0         (98%)
 Cash and cash equivalents  14.0         20.3         (31%)

 

Summary

•     Revenue decreased by 3% to £7.6 million (2024: £7.9 million),
driven by the loss of a key contract, partly offset by the new development
agreement in the year. Excluding licence income, revenue declined by 26%.

•     Adjusted EBITDA has increased to £1.5 million (2024: £1.2
million gain), reflecting some of the cost saving initiatives undertaken.

•     Completed restructuring following loss of major contract to
rationalise cost base.

•     Completed broker managed market buy-back to return a further £1.0
million to shareholders.

•     Began litigation for IP infringement against LG, incurring £0.3
million in fees.

•     Began the process for reviewing strategic options for the
business, incurring £0.3 million in fees.

Revenue decreased by £0.3 million to £7.6 million (2024: £7.9 million). The
decrease is due to the loss of the European electronics customer in August
2024, partly offset by increased licence revenue and a new development
agreement which began in May 2025. Excluding Samsung licence income, revenue
declined by 26%. The sale of products and services rendered accounted for 18%
(2024: 23%) of revenue, with the balance being licence income. Revenue from
services has decreased from £1.4 million to £1.2 million due to the time gap
between the loss of the previous development agreement and the new agreement
being started. Revenue from the sale of products, including development
products, was £0.1 million (2024: £0.4 million).

Billings, including those to Samsung, decreased by £59.6 million to £1.4
million (2024: £61.0 million). Excluding the impact of Samsung related
billings in 2024, billings declined by £0.4 million.

 Billings reconciliation                      2025         2024

                                              £ million    £ million
 Revenue                                      7.6          7.9
 Movement in deferred income                  (6.3)        19.6
 Movement in accrued income                   0.1          33.1
 FX movement between billing and recognition  -            0.4
 Billings                                     1.4          61.0

 

The movement in deferred income reflects the licence income in the period.
Other operating income generated £nil (2024: £0.1 million) related to grant
income for one project which was successfully completed during the year. The
additional £1.8 million gain in 2024 related to the foreign currency contract
on the second tranche of the Samsung litigation proceeds.

Non-GAAP measures

The non-GAAP measure of adjusted earnings/(loss) before interest, tax,
depreciation, amortisation, share-based payment charges and exceptional items
("EBITDA") is provided in order to give a clearer understanding of the
underlying profit for the year that more closely reflects the recurring
operational earnings of the business. The calculation of these non-GAAP
measures is shown in the table below:

                                          2025         2024

                                          £ million    £ million
 Operating (loss)/profit                  (1.6)        1.7
 Litigation costs                         0.3          -
 Strategic review fees                    0.3          -
 Gain on derivative financial instrument  -            (1.8)
 Requisitioned general meeting            0.2          -
 Restructuring costs                      0.1          -
 Foreign exchange                         -            (0.9)
 Share-based payment charge               0.7          1.0
 Employer's NI on SBP                     0.1          0.0
 Depreciation                             1.2          0.8
 Amortisation1                            0.2          0.4
 Adjusted EBITDA                          1.5          1.2

 

1     Includes impairment of intangible assets (2025: £0.1 million; 2024:
£0.2 million).

 

Finance income and expense

During the year, the group generated finance income of £0.7 million on the
group's cash deposits. The finance expense in the year of £0.1 million (2024:
£0.7 million) is predominantly the inherent interest charge on finance leases
under IFRS 16. The reduction on prior year is due to the repayment of loans in
2024.

The loss before tax was £1.0 million (2024: £1.9 million profit).

Taxation

The tax charge for the year was £1.2 million (2024: £3.1 million charge).
This comprises a UK corporation tax charge of £nil (2024: £nil) and an
overseas corporation tax charge of £0.6 million (2024: £0.6 million), offset
by an R&D tax credit of £0.3 million (2024: £0.2 million) and the
derecognition of deferred tax assets of £0.9 million (2024: £2.7 million).

The group has £29.0 million of accumulated losses to offset against future
profits (2024: £30.0 million), on which it has a deferred tax asset of £1.6
million (2024: £2.4 million). In addition, the group incurred withholding tax
in Korea in prior years of which £0.9 million has been recognised as an asset
as it can be offset against future profits (2024: £1.8 million).

Cash flow and balance sheet

During the year, cash, cash equivalents, deposits and short-term investments
decreased to £14.0 million (2024: £20.3 million) caused by a net cash
outflow of £6.3 million (2024: £12.1 million inflow). The decrease reflects
the £1.0 million returned to shareholders via the buy-back, £0.3 million
investment in new equipment and £6.0 million operating cash outflow
(including lease payments). Interest on cash deposits of £0.7 million was
received in the year. Tax receipts from research and development credits of
£0.3 million (2024: £0.8 million payment) were received during the year.

Expenditure incurred in registering patents totalled £0.1 million (2024:
£0.1 million). Capitalised patent spend is amortised over ten years in line
with the established group accounting policy.

IP impairment charges during the year were £0.1 million (2024: £0.1
million). This reflects the ongoing rationalisation of the patent portfolio to
ensure the remaining patents are commercially and technologically viable in
the short to medium term.

Expenditure on tangible fixed assets decreased to £0.3 million (2024: £1.5
million) reflecting the prior year investment in the new device facility.

During the prior year, the group repaid all of its outstanding loans totalling
£5.1 million, leaving the group debt free.

Capital reduction

On 8 April 2025 the group carried out a capital reduction that was approved by
the High Court in England to eliminate the capital redemption reserve. This
increased the group's distributable reserves following the completion of the
return of capital.

Return of capital

During the year the Company completed the buy-back which began in 2024 with
the on-market purchase and subsequent cancellation of 7,963,459 shares. The
Company's outstanding share capital was 194,608,038 shares as at 31 July 2025.

Foreign exchange management

The group invoices most of its revenues in US Dollars. The group is therefore
exposed to movements relative to Sterling. The group will use forward currency
contracts to fix the exchange rate on invoiced or confirmed foreign currency
receipts should the amount become significant and timing predictable.

There were no open forward contracts as at 31 July 2025 (2024: none).

Credit risk

The group only trades with recognised, creditworthy third parties. Credit risk
is increased by the concentration of receivables to a small number of
customers. Receivable balances are monitored on an ongoing basis and any late
payments are promptly investigated to ensure that the group's exposure to bad
debts is not significant.

Treasury activities and policies

The group manages its cash deposits prudently. Cash balances are regularly
reviewed by the Board and cash forecasts are updated monthly to ensure that
there is sufficient cash available for foreseeable requirements.

Going concern

The group retains a cash balance of £14.0 million at 31 July 2025. Given the
remaining cash balance, our low cost base and the identified commercial
opportunities, the Directors have a reasonable expectation that the group has
access to adequate resources to continue in operational existence through to
November 2026.

Accordingly, the Board concluded that it remains appropriate to continue to
adopt the going concern basis in preparing the consolidated financial
statements.

Macroeconomic factors

We continue to see inflationary pressures on raw materials. We attempt to
mitigate these by regularly reviewing suppliers where possible, negotiating
with new suppliers and trying to achieve volume breaks. We will continue to
review market conditions and assess the impact on all stakeholders.

Summary

Nanoco is now financially underpinned with a stable cost base and significant
inherent value in its IP that has been validated by the US PTAB and we have
commercial opportunities in large and growing markets. We look forward to
updating shareholders on progress against our strategic objectives in due
course.

Liam Gray

Chief Financial Officer

18 November 2025

 

Principal risks and uncertainties

Managing risk is key to the delivery of the group's strategic objectives

In common with all businesses at Nanoco's stage of development, the group is
exposed to a range of risks, some of which are not wholly within our control
or capable of complete mitigation or protection through insurance or risk
management.

Specifically, a number of the group's products and potential applications are
at an early stage in their development, or still being validated by customers,
and hence it is not possible to be certain that a particular project or
product will lead to a commercial application. Other products require further
development work to confirm a commercially viable application. The technology,
particularly in the sensing division, is still in its infancy and has yet to
see end market adoption in higher volume applications.

Equally, a number of products are considered commercially viable but have yet
to see demand for full scale production. It is also the case that the group is
often only one part of a long and complex supply chain for new product
applications.

The group therefore has little visibility of demand other than from contracts
already in place. There are therefore a range of risks that are associated
with the different stages of product development as well as for the group as a
whole.

Risk management process

The group has established a process for carrying out a robust risk assessment
that evaluates and manages the principal risks faced by the group. A detailed
review of individual risks was undertaken initially by the leadership team and
then reviewed by the Board during the financial year ended 31 July 2025. That
review also incorporated climate-related risks, as required by TCFD reporting.
The Board has also established an acceptable level of risk (risk appetite)
that informs the scale and urgency of actions required. Where risks are deemed
to be outside of management control, efforts are focused on mitigating any
potential impact.

Where all practical measures to prevent or mitigate risks have been taken and
a residual element of risk still remains, these risks are accepted by the
group.

Risks are evaluated with respect to the probability of occurrence and the
potential impact if a risk crystallised. Where the group has identified risks,
these are monitored with controls and action plans to reduce the probability
of a risk crystallising and the impact of each potential event if it did
occur. The residual risk score, after mitigating controls, is then plotted on
a "risk heat map".

Principal overarching risk

The historical principal overarching strategic risk faced by the business was
that the group exhausted its available funding before achieving a
self-financing level of commercial revenue. This risk has been mitigated in
the short to medium term following the proceeds from the Samsung litigation
settlement. The underlying risk relating to market adoption of Nanoco's sensor
technology remains following the decision by the European customer to cancel
the ongoing project. However, this has been partially mitigated by a second
Asian chemical customer working to develop and commercialise sensor
technology.

Other principal risks

Risks are broadly categorised as strategic, operational, financial or
compliance. Other risks may be unknown at present and some that are currently
rated as low risk could become more material risks in the future. The group's
risk management process tracks risks as they evolve and change.

 

Directors' responsibility statement

In accordance with the FCA's Disclosure and Transparency Rules, the Directors
listed on the Company's website
(https://www.nanocotechnologies.com/about/board-of-directors/
(https://www.nanocotechnologies.com/about/board-of-directors/) ) confirm, to
the best of their knowledge, that:

1. the unaudited Preliminary Results have been prepared in accordance with
IFRS issued by the IASB as adopted by the UK and give a true and fair view of
the assets, liabilities, financial position and profit or loss of the Group
and the undertakings included in the consolidation taken as a whole; and

2. the foregoing reviews and statements, include a fair review of the
development and performance of the business and the position of the Group and
the undertakings included in the consolidation taken as a whole, together with
a description of the principal risks and uncertainties faced by the Group.

By order of the Board

Dr Jalal Bagherli

Chairman

18 November 2025

 

Unaudited consolidated statement of comprehensive income

for the year ended 31 July 2025

                                                            Notes                 2025                  2024

                                                                                  £'000                 £'000
     Revenue                                                4                     7,618                 7,874
     Cost of sales                                                                (622)                 (1,211)
     Gross profit                                                                 6,996                 6,663
     Other operating income
     Government grants                                                            8                     142
     Gain on derivative financial instrument                                      -                     1,814
     Operating expenses
     Research and development expenses                                            (1,349)               (853)
     Administrative expenses                                                      (7,267)               (6,059)
     Operating (loss)/profit                                                      (1,612)               1,707
     - Before share-based payments and non-recurring items                        27                    850
     - Share-based payments                                                       (731)                 (957)
     - Strategic review fees                                                      (313)                 -
     - Gain on derivative financial instrument                                    -                     1,814
     - Litigation costs                                                           (255)                 -
     - EGM requisition                                                            (230)                 -
     - Capital reduction fees                                                     (37)                  -
     - Restructuring costs                                                        (73)                  -
     Finance income                                                               731                   835
     Finance expense                                                              (92)                  (677)
     (Loss)/profit before taxation                                                (973)                 1,865
     Taxation                                                                     (1,224)               (3,118)
     Loss after taxation                                                          (2,197)               (1,253)
     Other comprehensive expense - Items that may be reclassified to profit or loss
     Loss on translation of foreign subsidiary                                    (6)                   -
     Total comprehensive loss for the year                                        (2,203)               (1,253)
     Loss per share
     Basic loss per share for the year                      5                     (1.13p)               (0.43p)
     Diluted loss per share for the year                    10                    (1.13p)               (0.43p)

 

The losses for the current and prior years arise from the group's continuing
operations and are attributable to the equity holders of the Parent.

Unaudited consolidated statement of changes in equity

for the year ended 31 July 2025

 

     Group                                       Share     Capital      Reverse       Share-    Merger    Shares held  Retained   Total

                                                 capital   redemption   acquisition   based     reserve   by EBT       earnings   £'000

                                                 £'000     reserve      reserve       payment   £'000     £'000        £'000

                                                           £'000        £'000         reserve

                                                                                      £'000
     At 1 August 2023                            32,443    -            (77,868)      5,610     (1,242)   (105)        57,575     16,413
     Loss for the year                           -         -            -             -         -         -            (1,253)    (1,253)
     Other comprehensive income                  -         -            -             -         -         -            -          -
     Total comprehensive loss                    -         -            -             -         -         -            (1,253)    (1,253)
     Share buy-back                              (12,186)  12,186       -             -         -         (3,348)      (29,683)   (33,031)
     Issue of capital to EBT on option exercise  -         -            -             (207)     -         105          5          (97)
     Transfer of expired options                 -         -            -             (4,788)   -         -            4,788      -
     Share-based payments                        -         -            -             957       -         -            -          957
     At 31 July 2024                             20,257    12,186       (77,868)      1,572     (1,242)   (3,348)      31,432     (17,011)
     Loss for the year                           -         -            -             -         -         -            (2,197)    (2,197)
     Other comprehensive expense                 -         -            -             -         -         -            (6)        (6)
     Total comprehensive loss                    -         -            -             -         -         -            (2,203)    (2,203)
     Share buy-back                              (796)     796          -             -         -         28           (1,051)    (1,023)
     Capital reduction                           -         (12,982)     -             -         -         -            12,982     -
     Share option exercise                       -         -            -             (233)     -         158          75         -
     Transfer of expired options                 -         -            -             (380)     -         -            380        -
     Share-based payments                        -         -            -             731       -         -            -          731
     At 31 July 2025                             19,461    -            (77,868)      1,690     (1,242)   (3,162)      41,615     (19,506)

 

Unaudited Group statement of financial position

at 31 July 2025

Registered no. 05067291

                                         31 July 2025  31 July 2024

                                         Group         Group

                                         £'000         £'000
 Assets
 Non-current assets
 Tangible fixed assets                   1,492         1,651
 Right of use assets                     1,452         2,188
 Intangible assets                       600           745
 Deferred tax assets                     1,599         2,350
 Foreign withholding tax receivable      780           1,664
  Total non-current assets               5,923         8,598
 Current assets
 Inventories                             165           305
 Trade and other receivables             670           1,083
 Foreign withholding tax receivable      152           149
 Income tax receivable                   319           235
 Cash and cash equivalents               13,998        20,293
  Total current assets                   15,304        22,065
 Total assets                            21,227        30,663
 Liabilities
 Current liabilities
 Trade and other payables                (1,495)       (1,578)
 Lease liabilities                       (643)         (621)
 Deferred revenue                        (6,090)       (5,934)
  Total current liabilities              (8,228)       (8,133)
 Non-current liabilities
 Lease liabilities                       (655)         (1,288)
 Provisions                              (669)         (659)
 Deferred revenue                        (31,181)      (37,594)
  Total non-current liabilities          (32,505)      (39,541)
 Total liabilities                       (40,733)      (47,674)
 Net liabilities                         (19,506)      (17,011)
 Capital and reserves
 Share capital                           19,461        20,257
 Capital redemption reserve              -             12,186
 Reverse acquisition reserve             (77,868)      (77,868)
 Share-based payment reserve             1,690         1,572
 Merger reserve                          (1,242)       (1,242)
 Shares held by EBT                      (3,162)       (3,348)
 Retained earnings                       41,615        31,432
 Total equity                            (19,506)      (17,011)

 

Unaudited Group cash flow statement

for the year ended 31 July 2025

                                                            31 July 2025  31 July 2024

                                                            Group         Group

£'000        £'000
 (Loss)/profit before tax                                   (973)         1,865
 Adjustments for:
 Net finance income                                         (639)         (158)
 Loss/(profit) on exchange rate translations                37            (852)
 Depreciation of tangible fixed assets                      412           117
 Depreciation of right of use assets                        763           698
 Amortisation of intangible assets                          189           224
 Impairment of intangible assets                            51            132
 Share-based payments                                       731           957
 Loss on disposal of tangible fixed assets                  25            2
 Increase in inventory provision                            78            93
 Increase/(decrease) in receivables provision               -             -
 Changes in working capital:
  Decrease/(increase) in inventories                        62            (90)
  Decrease/(increase) in trade and other receivables        413           33,459
  Decrease in trade and other payables                      (83)          (1,209)
  (Decrease)/increase in deferred revenue                   (6,257)       19,604
 Cash (outflow)/inflow from operating activities            (5,191)       54,842
 Foreign withholding tax paid                               -             (2,566)
 Tax paid                                                   -             (797)
 Research and development tax credit received               325           -
 Net cash (outflow)/inflow from operating activities        (4,866)       51,479
 Cash flow from investing activities
 Purchases of tangible fixed assets                         (282)         (1,466)
 Purchases of intangible fixed assets                       (95)          (135)
 Proceeds from sale of tangible fixed assets                4             -
 Interest received                                          731           785
 Net cash inflow/(outflow) from investing activities        358           (816)
 Cash flow from financing activities
 Purchase of shares to satisfy options                      -             (97)
 Return of capital to shareholders                          (1,009)       (32,000)
 Fees on return of capital to shareholders                  (14)          (1,027)
 Repayment of loan - capital                                -             (3,550)
 Repayment of loan - interest                               -             (1,528)
 Payment of lease liabilities (capital)                     (627)         (558)
 Payment of lease liabilities (interest)                    (87)          (103)
 Interest paid                                              (6)           (57)
 Net cash outflow from financing activities                 (1,743)       (38,920)
 (Decrease)/increase in cash and cash equivalents           (6,251)       11,743
 Cash and cash equivalents at the start of the year         20,293        8,207
 Effects of exchange rate changes                           (44)          343
 Cash and cash equivalents at the end of the year           13,998        20,293

 

Notes to the unaudited financial statements

1. Reporting entity

Nanoco Group plc, a public company limited by shares, has its shares admitted
to trading on the Main Market of the London Stock Exchange. The Group is
incorporated and domiciled in England, UK. The registered number is 05067291
and the address of its registered office is Science Centre, The Heath Business
and Technical Park, Runcorn WA7 4QX. The Group is registered in England.

These Group unaudited preliminary results consolidate those of the Company and
its subsidiaries (together referred to as the "Group" and individually as
"Group entities") for the year ended 31 July 2025. The unaudited preliminary
results of the Group for the year ended 31 July 2025 were authorised for issue
by the Board of Directors on 18 November 2025 and the statements of financial
position were signed on the Board's behalf by Dmitry Shashkov and Liam Gray.
The unaudited preliminary results do not constitute statutory financial
statements within the meaning of section 435 of the Companies Act 2006. The
statutory financial statements for the year ended 31 July 2025 will be
delivered to the registrar of companies as soon as practicable.

There were no statements under section 498(2) or section 498(3) of the
Companies Act 2006.

The information set out below has been extracted from the Group's draft report
and accounts for the year ended 31 July 2025 and has not been audited. A
further announcement will be made once its audited annual report and accounts
are published. No material amendments to the disclosures contained within this
announcement are expected within the audited financial statements.

2. Basis of preparation

(a) Statement of compliance

The unaudited consolidated financial statements have been prepared in
accordance with International Accounting Standards in conformity with the
requirements of the Companies Act 2006 and UK adopted IFRSs as issued by the
International Accounting Standards Board for the year ended 31 July 2025.

(b) Basis of measurement

The unaudited consolidated financial statements have been prepared on the
historical cost basis, except for the revaluation of financial assets
classified as "fair value through other comprehensive income" or "fair value
through profit or loss", which are reported in accordance with the accounting
policies below.

(c) Going concern

All of the following matters are taken into account by the Directors in
forming their assessment of going concern: The group's business activities and
market conditions; the principal risks and uncertainties, the group's
financial position is described in the Financial review and the group's
financial risk management objectives, policies and processes.

The key factor in the group's going concern assessment is the strength of the
balance sheet at 31 July 2025 with £14.0 million of cash reserves and no
external loans. There are sufficient cash reserves to support the group's cost
base throughout the going concern period in any of its forecast scenarios. Any
future distribution of surplus cash will take into consideration the viability
of the group and sufficient cash will be retained to ensure viability.

For the purposes of their going concern assessment and the basis for the
preparation of the 2025 Annual Report, the Directors have reviewed the same
trading and cash flow forecasts and sensitivity analyses that were used by the
group in the viability assessment, with the going concern assessment covering
the period to November 2026. The same base case and downside sensitivities
were also used.

The base case represents the Board's current expectations. Assumptions in the
base case are:

•     existing services revenue contracts will be renewed for future
years;

•     ramp up of product sales from FY27 moving to larger scale in FY29;

•     costs associated with being a listed entity and other costs
reflect the current inflationary environment; and

•     the current cost base is capable of supporting significant
increases in revenue above those assumed in the base case so there is no
immediate requirement for short-term increases or new capital expenditure.

The downside case then flexes those assumptions as follows:

•     a full-year delay in ramp up of commercial production revenues;
and

•     temporary reduction in costs due to lower activity levels in the
delay period.

Both cases above produce cash flow statements that demonstrate that the group
has sufficient cash throughout the period of the forecast, being a period to
November 2026.

Accordingly, the Directors continue to adopt the going concern basis in
preparing the consolidated financial statements. The financial statements do
not reflect any adjustments that would be required to be made if they were
prepared on a basis other than the going concern basis.

(d) Functional and presentational currency

These financial statements are presented in Pounds Sterling, which is the
presentational currency of the group and the functional currency of the
Company. All financial information presented has been rounded to the nearest
thousand.

(e) Use of estimates and judgements

The preparation of financial statements requires management to make estimates
and judgements that affect the amounts reported for assets and liabilities as
at the reporting date and the amounts reported for revenues and expenses
during the year. The nature of estimation means that actual amounts could
differ from those estimates. Estimates and judgements used in the preparation
of the financial statements are continually reviewed and revised as necessary.
While every effort is made to ensure that such estimates and judgements are
reasonable, by their nature they are uncertain and, as such, changes in
estimates and judgements may have a material impact on the financial
statements.

In the process of applying the group's accounting policies, management has
made the following estimates and judgements, which have the most significant
effect on the amounts recognised in the consolidated financial statements.

Estimates

Samsung licence of IP

Following the judgement over the method of revenue recognition of the Samsung
contract described below, it was determined that the appropriate period for
revenue recognition was the average remaining life of the relevant IP at the
start of the licence of 8.6 years (2024: 8.8 years). The average remaining
life of the IP is a significant estimate and is reviewed each year. The
estimation uncertainty is centred around whether patents will be maintained
through to their expiry date or whether they will become obsolete before
expiry dates. The uncertainty reduces year on year as some patents reach
expiry and others are abandoned.

Equity-settled share-based payments

The group has historically issued LTIPs to incentivise employees. The
determination of share-based payment costs requires: the selection of an
appropriate valuation method; consideration as to the inputs necessary for the
valuation model chosen; and judgement regarding when and if performance
conditions will be met. Inputs required for this arise from judgements
relating to the future volatility of the share price of Nanoco and comparable
companies, risk-free interest rates and expected lives of the options. The
Directors draw on a variety of sources to aid in the determination of the
appropriate data to use in such calculations. The share-based payment expense
is most sensitive to non-market vesting assumptions.

Deferred tax

The group recognises deferred tax assets only to the extent that it is
probable that future taxable profits, feasible tax planning strategies and
deferred tax liabilities will be available against which the tax losses can be
utilised. Estimation of the level of future taxable profits is therefore
required in order to determine the appropriate carrying value of the deferred
tax asset. Future profits are based on sensitised management forecasts for the
following three years which is the period over which the profits are
considered to be probable. The period over which forecast profits are
considered to be probable is a key assumption. The group has recognised £1.6
million of deferred tax assets in the year (2024: £2.4 million) which
represents the proportion of accumulated losses that are expected to be
utilised in the medium term.

Judgements

Revenue recognition

Judgement is required in reviewing the terms of development agreements to
identify separate components of revenue, if any, that are distinct and in turn
the period over which development revenue should be recognised. Management
judgements are similarly required to determine whether services or rights
under licence agreements have been delivered so as to enable licence revenue
to be recognised. This matter is further complicated where a contract may have
different elements which may result in separate recognition treatments under
IFRS 15.

Samsung licence of IP

Judgement is required in reviewing the terms of the licence agreement with
Samsung as to whether the associated revenue should be recognised at a point
in time or over time, and if over time, over what period. The Directors
reviewed the contract in detail and analysed the terms against the specific
requirements of IFRS 15 in relation to licences. They concluded that the group
had an ongoing performance obligation in regard to the licence and therefore
the revenue should be recognised over time.

Research and development

Careful judgement by the Directors is applied when deciding whether the
recognition requirements for development costs have been met. This is
necessary as the economic success of any product development is uncertain
until such time as technical viability has been proven and commercial supply
agreements are likely to be achieved. Judgements are based on the information
available at each reporting date, which includes the progress with testing and
certification and progress on, for example, establishment of commercial
arrangements with third parties. In addition, all internal activities related
to research and development of new products are continuously monitored by the
Directors.

3. Significant accounting policies

The accounting policies set out below are consistent with those of the
previous financial year and are applied consistently by group entities.

(a) Basis of consolidation

The group financial statements consolidate the financial statements of Nanoco
Group plc and the entities it controls (its subsidiaries) drawn up to 31 July
each year.

Subsidiaries are all entities over which the group has the power over the
investee (i.e. existing rights that give it the current ability to direct the
relevant activities of the investee), exposure, or rights, to variable returns
from its involvement with the investee and ability to use its power over the
investee to affect its returns. All of Nanoco Group plc's subsidiaries are
100% owned. Subsidiaries are fully consolidated from the date control passes.
The group includes an Employee Benefit Trust ("EBT") for the purpose of
awarding shares to employees on exercise of options under the share-based
compensation schemes. Although the EBT is an independent legal entity and not
owned by the group, it is reliant on funding from the group and acts at its
request; as such, it is deemed to be controlled by the group and is
consolidated into the group accounts.

The acquisition method of accounting is used to account for the acquisition of
subsidiaries by the group. The costs of an acquisition are measured as the
fair value of the assets given, equity instruments issued and liabilities
incurred or assumed at the date of exchange, plus costs directly attributable
to the acquisition. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are initially
measured at fair value at the acquisition date irrespective of the extent of
any minority interest.

The difference between the cost of acquisition of shares in subsidiaries and
the fair value of the identifiable net assets acquired is capitalised as
goodwill and reviewed annually for impairment. Any deficiency in the cost of
acquisition below the fair value of identifiable net assets acquired (i.e.
discount on acquisition) is recognised directly in the consolidated statement
of comprehensive income.

In the consolidated financial statements, the assets and liabilities of the
foreign operations are translated into Sterling at the exchange rate
prevailing at the reporting date. Income and cash flow statement items for
group entities with a functional currency other than Sterling are translated
into Sterling at monthly average exchange rates, which approximate to the
actual rates, for the relevant accounting periods. The exchange differences
arising on translation are recognised in other comprehensive income.

All intra-group transactions, balances and unrealised gains on transactions
between group companies are eliminated on consolidation. Subsidiaries'
accounting policies are amended where necessary to ensure consistency with the
policies adopted by the group.

(b) New accounting standards and interpretations

The following standards have been issued but have not been applied by the
group in these financial statements.

IFRS standards effective from 1 January 2025 (UK adopted):

•     IAS 21 The Effects of Changes in Foreign Exchange Rates
(Amendment): Lack of Exchangeability

IFRS standards effective from 1 January 2026 (UK adopted):

•     IFRS 9 and IFRS 7 regarding the classification and measurement of
financial instruments

•     IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures (Amendment): Contracts Referencing Nature-dependent Electricity

•     Annual Improvements to IFRS Accounting Standards - Volume 11:

•     IFRS 1 First-time Adoption of International Financial Reporting
Standards

•     IFRS 7 Financial Instruments: Disclosures

•     IFRS 9 Financial Instruments

•     IFRS 10 Consolidated Financial Statements

•     IAS 7 Statement of Cash Flows

The amendments to standards and interpretations noted above are expected to
have no significant impact on the financial statements. There have been no
significant impacts of standards and amendments effective in the current
period.

4. Segmental information

Operating segments

During the years ended 31 July 2025 and 2024, the group operated as one
segment, being the research, development and manufacture of products and
services based on high performance nanoparticles. This is the level at which
operating results are reviewed by the chief operating decision maker (i.e. the
Board) to make decisions about resources and for which financial information
is available. All revenues have been generated from continuing operations and
are from external customers.

                        31 July  31 July

                        2025     2024

                        £'000    £'000
 Analysis of revenue
 Products sold          131      408
 Rendering of services  1,215    1,410
 Licences               6,272    6,056
                        7,618    7,874

 

There were no material customers which generated product and service revenue
greater than 10% of total revenue (2024: one material customer amounting to
£1,194,000). £6,272,000 of the licence income related to the Samsung licence
(2024: £6,013,000).

Revenue from the provision of services delivered over time totalled
£7,487,000 (2024: £7,466,000). Revenue from the sale of goods transferred at
a point in time amounted to £131,000 (2024: £408,000).

The group operates in a number of countries across the world, although all are
managed in the UK. The group's revenue per country based on the customer's
location is as follows:

              31 July  31 July

              2025     2024

              £'000    £'000
 Revenue
 South Korea  6,272    6,013
 Japan        810      573
 Netherlands  492      926
 UK           34       1
 France       9        268
 Belgium      1        2
 USA          -        46
 Taiwan       -        42
 Canada       -        3
              7,618    7,874

 

All of the group's assets are held in the UK and all of its capital
expenditure arises in the UK. The loss before taxation and attributable to the
single segment was £973,000 (2024: profit of £1,865,000).

5. Earnings per share

 Group                                                                31 July      31 July

                                                                      2025         2024

£'000       £'000
 Loss for the financial year attributable to equity shareholders      (2,203)      (1,253)
 Share-based payments                                                 731          957
 Loss for the financial year before share-based payments              (1,472)      (296)
 Weighted average number of shares
 Ordinary shares in issue                                             195,615,212  288,791,171
 Options exercisable at the reporting date                            4,021,999    160,664
 Options not yet exercisable at the reporting date                    10,732,098   12,717,665
 Diluted weighted average number of shares                            210,369,309  301,669,500
 Adjusted loss per share before share-based payments (pence)          (0.75)       (0.10)
 Basic loss per share (pence)                                         (1.13)       (0.43)
 Diluted adjusted loss per share before share-based payments (pence)  (0.75)       (0.10)
 Diluted loss per share (pence)                                       (1.13)       (0.43)

 

The convertible potential ordinary shares were anti-dilutive in nature;
therefore, their effect was not included in the calculation of diluted EPS.
Adjusted loss per share and diluted adjusted loss per share are non-GAAP
measures included for reference.

 

 

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