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REG - Nanoco Group PLC - Interim Results

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RNS Number : 0180B  Nanoco Group PLC  20 April 2026

20 April 2026

NANOCO GROUP PLC

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

 

Interim Results

 

Focused on maximising 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 interim
results for the half year ended 31 January 2026 ("the Period" or "H1 FY26").

 

Continued commercial progress

·    Continue to achieve all milestones in the Joint Development Agreement
("JDA") with the first Asian Chemical Customer - now set to finalise R&D
in Quantum Dot ("QD") image sensors and transition to scale up phase over the
next few months

·    JDA with second Asian Chemical Customer achieved positive results,
and we are currently in discussions around a further JDA

·    Completed the Innovate UK grant to develop a one-step ink for our
first generation PbS materials, providing an easier to use product to
customers

·    Continue to engage with a number of other customers in different
applications of quantum dots, such as Short-Wave Infrared ("SWIR"), Mid-Wave
Infrared ("MWIR") and display across Europe and Asia

 

Forecast growth in key markets provides an opportunity

·    Our progress on second generation sensing materials, in collaboration
with our customers, demonstrates that our quantum dot materials are achieving
market-leading device metrics, positioning Nanoco as a key partner in an
emerging growth market

·    Market sector forecasts(1) continue to indicate significant growth in
our key market of sensing

·    Other markets continue to assess the opportunity to work with quantum
dots in their products, which may offer significant opportunity over the long
term

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

 

Achieving value from our IP portfolio

·    We announced a no-fault settlement agreement with LG Electronics for
a gross amount $5m, which was received in January 2026

·    Settled litigation with Shoei Chemical Inc. and Shoei Electronic
Materials, Inc. (collectively, "Shoei"), following Shoei's initial filing of
the lawsuit against Nanoco and our counterclaims for infringement and damages

 

Further reductions in cost base to preserve value

·    Further reorganisation completed, including a reduction in the
Board's size and cost - gross cash cost base reduced to between £0.3m -
£0.4m per month (FY25: £0.5m)

·    We have also reduced the footprint of our manufacturing facility in
Runcorn, whilst maintaining our capabilities to research, test, develop and
manufacture quantum dots at scale

·    We continue to monitor our cost base to assess whether further
reductions can be made

 

Discontinuation of the potential divestment of the Group's trading business

·    Following a comprehensive process, no firm offers were received for
the potential sale of the trading business, and the Board is no longer seeking
a buyer for the trading subsidiary. Instead, we are investing in
high-potential organic prospects, while retaining a focus on minimising and
reducing the Group's operating expenses.

 

Results overview

 

Financial summary

·    Reported revenue increased to £7.7m (H1 FY25: £3.4m) attributable
primarily to the receipt of settlement proceeds from the LG Electronics
litigation

·    As a result of the increase in revenue, Adjusted EBITDA is
significantly ahead of prior year at £5.1m (H1 FY25: £0.5m)

·    Period end reported cash of £14.4m (31 July 2025: £14.0m)

 

Full year outlook

·    Two JDA customers signed up, with potential for further JDAs and
product revenues - full year revenue expected to be c. £11.3m, in line with
market expectations

·    Cash at 30 April 2026 is expected to be c. £10.4m, which includes
the payment of £3.2m for costs incurred relating to the Shoei litigation

·    Cost base has undergone a significant reduction, with
post-restructuring gross annual cash costs expected to be c.£4.2m from 1
August 2026 (2025: £6.0m)

·    The Board continues to assess all options to deliver the best outcome
for all stakeholders

 

Liam Gray, Interim Chief Executive Officer of Nanoco Group plc, said:

 

"The past six months have been constructive for Nanoco, with the JDA with our
first Asian Chemical Customer continuing to progress and our focus remaining
on developing and scaling the materials over the next couple of years. We are
also in discussions regarding a potential extension to the JDA with the second
Asian Chemical Customer.

Alongside this, we remain engaged with a number of other potential customers;
while these discussions are at an early stage, they could over time contribute
to additional revenues and a broader product portfolio.

We have also reduced our cost base significantly, preserving shareholder value
while pursuing our organic prospects with our core operational capabilities
and IP. We successfully negotiated a licence agreement with LG Electronics,
receiving a lump sum payment in the year, and also settled the litigation with
Shoei.

(1) Sources: Yole, IDTechEx

(2) The revenue forecast for FY26 is £11.3m, as prepared by Cavendish.

 

For further information, please contact:

 

Nanoco Group plc:

Jalal Bagherli, Executive
Chairman
                                      +44
(0)1928 761 404

Liam Gray, Interim CEO & Company Secretary

 

Sodali & Co

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

Ella Bedford (Corporate Broking)

Jasper Berry (Sales)

 

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®) 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.com
(http://www.nanocotechnologies.com)

 

 

Business Review

 

Company lean and focused on delivering for our key market

 

During the Period, the Board continued to execute its previously announced
strategy, with key developments being;

 

·    Continued focus on quantum dots for the image sensor market, with two
key customers pushing developments in this area;

·    A successful outcome from the LG litigation;

·    A significant reduction in the Group's cost base to minimise cash
burn and focus on commercial growth.

 

In addition to the two main customers in image sensing, the Company continues
to engage with a number of other customers across a variety of applications on
potential collaborations and JDAs. The increasing revenues, coupled with the
reduction in the cost base, mean Nanoco is on track to achieve its target of
breakeven in the medium term.

 

Sensing

As announced in November 2025, and following on from the success of the
two-year agreement, our first Asian Chemical Customer signed a further
three-year extension, which will take the product from R&D into
production. Towards the end of the first year of this extension, the customer
will select the material they want to move into scale up and then production.

We have also delivered on all milestones for the second Asian Chemical
Customer. We are currently in discussions around a further extension to this
JDA.

In addition, we continue to work with a number of other customers on potential
JDAs or material supply. This has recently extended to doing some exploratory
work on MWIR to develop a working prototype to test the capabilities of such a
device.

Display

We continue to engage with several Asian companies involved in existing Liquid
Crystal Display ("LCD") technologies. Due to the continuing trend of
substituting cadmium ("Cd") based products with Cd-free alternatives, we see
an opportunity to introduce Nanoco Cd-free QDs into these established supply
chains. Our engagement is at different points of the supply chain, including
both display manufacturers and component (QD film) makers.

Operations

As announced on 26 January 2026, Nanoco has been restructuring its workforce
and operations to reduce the gross monthly cash cost. This process included a
further reduction in the Board size and cost, reducing now to a Board of
three, effective 1 May 2026. Among the rest of the team, two leavers were not
replaced and a further five employees were made redundant.

We have also served notice on a number of locations on site and are in the
process of vacating these premises. The reduced floor space reduces the
quantity of PbS quantum dots that can be produced, but we can still scale up
and manufacture significant volumes in the remaining facilities of both PbS
and InAs quantum dots.

Our device lab continues to provide timely feedback on the quantum dots being
developed, and our capabilities in device continue to expand and be recognised
by customers who wish to use our equipment for their testing and feedback.

IP Licensing

Our primary goal for Nanoco is the development, scale up and commercial
production of nanomaterials. Our IP portfolio is primarily used to support
those objectives. However, where we believe our IP is being used without a
licence, we will pursue for damages. This was evidenced in our successful
licence agreement with LG, who agreed to pay $5m for access to our IP
portfolio.

In December 2025, Shoei filed for a declaratory judgement against Nanoco. This
requested a court in Virginia conclude that Shoei did not infringe any of the
four patents used in the LG litigation. Nanoco filed counter claims, citing
patent infringement and damages. As we progressed through the litigation, it
became apparent that the lawsuit wasn't economically viable. Therefore, the
decision was made to negotiate with Shoei to achieve an outcome which
protected the future organic business of Nanoco.

The CDX Process

The Board had been exploring the potential sale of the trading subsidiary.
Whilst the outreach and engagement had been positive, ultimately the Board
believed there was greater value for shareholders in the organic prospects of
the business. Therefore, the formal outreach from Nanoco was cancelled in
January 2026.

The Board continues to evaluate strategic options to deliver the best outcome
for all stakeholders.

Board

As announced on 26 January 2026, the Board will be reduced from seven to
three. Dr Jalal Bagherli has become Executive Chairman. Liam Gray, previously
CFO, has stepped into the Chief Executive Officer role on an interim basis
following Dmitry Shashkov's departure in February 2026. The CFO role will not
be directly replaced in the short term. Nigel Pickett, CTO, also left the
business in February 2026. Alison Fielding and Dieter May, Non-Executive
Directors, will both step down at the end of April 2026.

Outlook - solid foundation for organic success

Market sector forecasts(1) continue to support strong growth for SWIR sensors
and quantum dot-based display technologies over the next five years. In
combination with other QD market segments, the Company estimates an
approximately $1.0bn market for quantum dots by 2029 across all applications.

In the Image Sensor market, we are seeing a strong trend towards heavy
metal-free materials, particularly in the automotive and consumer electronics
applications. Industrial and defence-based applications are more willing to
compromise on the materials, which provides a short-term opportunity for our
first generation PbS materials.

These trends position Nanoco to grow its product revenues, with further growth
coming from other applications of quantum dots that require longer
development.

Liam Gray

Interim Chief Executive Officer

20 April 2026

(1) Sources: Yole, IDTechEx

 

Statement regarding Shareholder Consultation following the 2025 Annual General
Meeting

At the Nanoco Group Plc Annual General Meeting ("AGM") held on 13 January
2026, two of the resolutions proposed, being the disapplication of statutory
pre-emption rights, were not passed. In addition, five of the other
resolutions, being the re-appointment of Dr Dmitry Shashkov as a Director of
the Company, the re-appointment of Dr Jalal Bagherli as a Director of the
Company, the re-appointment of Dr Alison Fielding as a Director of the
Company, the approval of the Directors' Remuneration Report and the authority
to allot shares were supported by 74.8%, 74.9, 74.5%, 74.4% and 74.4% of
shareholders respectively. While these passed with the necessary majority,
these resolutions received less than 80.0% of votes.

Consequently, in accordance with the UK Corporate Governance Code, the Company
engaged with a number of larger shareholders to solicit their feedback on
voting at the AGM, in particular on the resolutions referenced above. The
majority of shareholders we reached out to confirmed they had voted in favour
of these resolutions. The Board would like to thank all shareholders that
engaged in the process.

Financial review

Revenue

Reported revenue in the Period increased 123% to £7.7m (H1 FY25: £3.4m). The
majority of revenue relates to recurring licence revenue and the increase in
the period is due to the one-off LG licence revenue.

 Sources of revenue  H1 FY26  H1 FY25  FY25
                     £m       £m       £m
 Services            0.8      0.3      1.2
 Material sales      0.1      0.1      0.1
 Licences            6.8      3.0      6.3
 Total revenue       7.7      3.4      7.6

Excluding the licence revenue, services revenues continue to be the major
revenue driver, primarily from the two JDAs. The increase on H1 FY25 is due to
the second JDA which commenced in the prior year. Material sales represent
shipments of nanomaterials to supply chain partners in sensing and display
markets.

Operating expenses

Operating expenses comprise R&D and administrative expenses. Gross
investment in R&D to support the ongoing development of our nanomaterials
was £0.9m in the Period (H1 FY26: £0.7m) and administrative expenses were
£3.8m (H1 FY24: £3.7m).

Operating profit and adjusted EBITDA

The increased revenue in the Period directly impacted adjusted operating
profit in the Period, increasing to a £4.1m profit (2025: loss of £0.2m).
Adjusted EBITDA in the Period increased to £5.1m.

                                   H1 FY26  H1 FY25  FY25
                                   £m       £m       £m
 Operating profit/(loss)           2.5      (1.2)    (1.6)
 Requisitioned general meeting     -        0.2      0.2
 Strategic review fees             0.1      0.2      0.3
 Restructuring costs               0.1      0.1      0.1
 Litigation costs                  1.2      -        0.3
 Foreign exchange                  0.1      -        -
 Share-based payment charge        0.1      0.5      0.7
 Employers NI on SBP               0.0      0.0      0.1
 Adjusted operating profit/(loss)  4.1      (0.2)    0.1
 Depreciation                      0.8      0.6      1.2
 Amortisation                      0.1      0.1      0.1
 Impairment                        0.1      0.0      0.1
 Adjusted EBITDA                   5.1      0.5      1.5

Management monitor Adjusted EBITDA as an Alternative Performance Measure. The
non-cash charges for share-based payments (including the associated national
insurance charges), depreciation and amortisation are added back to the
operating result to arrive at Adjusted EBTIDA. One-off cash costs are also
excluded from Adjusted EBITDA. These items are excluded to provide users of
the accounts with a clearer understanding of underlying business performance.

Taxation

A deferred tax asset for brought forward losses expected to be utilised in
future years was recognised in FY24 and remains at the period end. The Korean
withholding tax on the Samsung licence agreement creates a UK tax asset of
£1.7m which can be offset against future tax liabilities (£0.1m of which has
been charged against current period profits).

Net result

The profit after tax for H1 FY26 was £2.3m (H1 FY25: loss of £1.0m).

Earnings per share

The basic profit per share was 1.15 pence per share (H1 FY25: loss of 0.53
pence). As at 31 January 2026 there were 195,543,816 ordinary shares in issue
(31 July 2025: 194,608,038) including treasury shares.

Cash position and liquidity

Following the receipt of LG licence income the Group had a cash balance at 31
January 2026 of £14.4m (2025: £15.5m).

Working capital

Our contracts with customers include mechanisms to give Nanoco advance notice
of significant changes in demand that should be adequate to ensure that Nanoco
has appropriate raw materials on hand when production needs to be ramped up.

Principal risks

The Directors have considered the principal risks which may have a material
impact on the Group's performance. The majority of applicable risks throughout
the Period remained materially unchanged to those as disclosed on pages 33 to
35 of the 2025 Annual Report and Accounts.

Going concern

The interim condensed consolidated financial statements have been prepared on
a going concern basis. In determining the appropriate basis of preparation of
the financial statements, the Directors are required to consider whether the
Group can continue in operational existence for the foreseeable future.

For the purposes of assessing whether 'going concern' is an appropriate basis
for preparing the interim condensed consolidated financial statements, the
Directors have used their detailed forecasts for the period to 31 July 2030
(the "Forecast Period"). These reflect current and expected business
activities as well as the matters set out in the section above on Principal
risks.

A sensitivity analysis has been performed to reflect a possible downside
scenario that only includes already contracted revenues for the Forecast
Period.

On the basis of the information above and having made appropriate enquiries,
at the time of approving the interim condensed consolidated financial
statements, the Directors have a reasonable expectation that the Company has
access to adequate resources to continue in operational existence for the
foreseeable future, at least 12 months from the date of the issue of these
interim condensed consolidated financial statements.

Accordingly, they continue to adopt the going concern basis in preparing the
interim condensed 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.

Liam Gray

Interim Chief Executive Officer

20 April 2026

 

Responsibility statement

The Directors of Nanoco Group plc, as listed on pages 50 and 51 of the 2024
Annual Report and Accounts, excluding Dr Dmitry Shashkov and Dr Nigel Pickett
who have both left the business, confirm to the best of their knowledge:

 

a)    the interim condensed consolidated financial statements have been
prepared in accordance with International Accounting Standard 34 Interim
Financial Reporting, as required by paragraph 4.2.4 of the Disclosure Guidance
and Transparency Rules ("DTR");

b)    the interim condensed consolidated financial statements, which have
been prepared in accordance with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities, financial position and
profit or loss of the issuer, or the undertakings included in the
consolidation as a whole as required by DTR 4.2.10;

c)    the interim management report includes a fair review of the
information required by DTR 4.2.7 - an indication of important events which
have occurred during the first six months of the year and a description of the
principal risks and uncertainties for the remaining six months of the year;
and

d)    the interim management report includes a fair review of the
information required by DTR 4.2.8 - the disclosure of related party
transactions occurring during the first six months of the year and any changes
in related party transactions disclosed in the 2025 Annual Report and
Accounts.

 

By order of the Board

 

Liam Gray

Interim Chief Executive Officer

20 April 2026

 

 

Condensed consolidated statement of comprehensive income

For the six months ended 31 January 2026

                                                                         H1 FY26      H1 FY25      FY25
                                                                         (Unaudited)  (Unaudited)  (Audited)
                                                                  Notes  £'000        £'000        £'000

 Revenue                                                          3      7,700        3,448        7,618
 Cost of sales                                                           (379)        (259)        (622)
 Gross profit                                                            7,321        3,189        6,996
 Other operating income
 Government grants                                                       45           8            8
 Operating expenses
 Research and development expenses                                       (903)        (741)        (1,349)
 Administrative expenses                                                 (3,949)      (3,705)      (7,267)
 Operating profit/(loss)                                                 2,514        (1,249)      (1,612)
 -      Before share-based payments and non-recurring items              3,973        (296)        27
 -      Share-based payments                                             (63)         (458)        (731)
 -      Strategic review fees                                            (76)         (210)        (313)
 -      Litigation costs                                                 (1,192)      -            (255)
 -      EGM requisition costs                                                         (211)        (230)
 -      Capital reduction fees                                           -            -            (37)
 -      Restructuring costs                                              (128)        (74)         (73)
 Finance income                                                          234          339          731
 Finance expense                                                         (34)         (50)         (92)
 Profit/(loss) before taxation                                           2,714        (960)        (973)
 Taxation                                                                (458)        (74)         (1,224)
 Profit/(loss) after tax                                                 2,256        (1,034)      (2,197)
 Other comprehensive income
 Loss on exchange rate translations                                      (3)          (7)          (6)
 Total comprehensive profit/(loss) for the year                          2,253        (1,041)      (2,203)
 Earnings/(loss) per share:
 Basic earnings/(loss)                                            4      1.15p        (0.53p)      (1.13p)
 Diluted earnings/(loss)                                          4      1.10p        (0.53p)      (1.13p)

The (Loss)/profit for the current and preceding year arise from the Group's
continuing operations and is attributable to the equity holders of the Parent
Company.

The basic and diluted loss per share reported in H1 FY25 and FY25 are the
same, as the effect of share options is anti-dilutive.

 

Condensed consolidated statement of changes in equity

For the six months ended 31 January 2026

                                                        Capital              Reverse      Share-based           Shares
                                               Share    Redemption  Share    acquisition  payment      Merger   held     Accumulated
                                               capital  Reserve     Premium  reserve      reserve      reserve  by EBT   loss         Total
                                               £'000    £'000       £'000    £'000        £'000        £'000    £'000    £'000        £'000
 At 31 July 2024 (audited)                     20,257   12,186      -        (77,868)     1,572        (1,242)  (3,348)  31,432       (17,011)
 Loss for the six months to 31 January 2025    -        -           -        -            -            -        -        (1,041)      (1,041)
 Share buy-back                                (796)    796         -        -            -            -        28       (1,045)      (1,017)
 Exercise of share options                     -        -           -        -            (233)        -        158      75           -
 Share-based payments                          -        -           -        -            458          -        -        -            458
 At 31 January 2025 (unaudited)                19,461   12,982      -        (77,868)     1,797        (1,242)  (3,162)  29,421       (18,611)
 Loss for the six months to 31 July 2025       -        -           -        -            -            -        -        (1,162)      (1,162)
 Share buy-back                                -        -           -        -            -            -        -        (6)          (6)
 Capital reduction                             -        (12,186)    -        -            -            -        -        12,186       -
 Transfer of expired options                   -        -           -        -            (380)        -        -        380          -
 Share-based payments                          -        -           -        -            273          -        -        -            273
 At 31 July 2025 (audited)                     19,461   -           -        (77,868)     1,690        (1,242)  (3,162)  41,615       (19,506)
 Profit for the six months to 31 January 2026  -        -           -        -            -            -        -        2,253        2,253
 Share issue                                   94       -           7        -            (101)        -        -        -            -
 Exercise of share options                     -        -           -        -            (118)        -        139      (21)         -
 Share-based payments                          -        -           -        -            63           -        -        -            63
 At 31 January 2026 (unaudited)                19,555   -           7        (77,868)     1,534        (1,242)  (3,023)  43,847       (17,190)

 

 

 

Condensed consolidated statement of financial position

As at 31 January 2026

                                            31 January   31 January   31 July
                                            2026         2025         2025
                                            (Unaudited)  (Unaudited)  (Audited)
                                     Notes  £'000        £'000        £'000
 Assets
 Non-current assets
 Tangible fixed assets                      1,280        1,652        1,492
 Right of use assets                        675          1,827        1,452
 Intangible assets                          454          683          600
 Deferred tax asset                         1,599        2,350        1,599
 Foreign withholding tax receivable         704          1,590        780
                                            4,712        8,102        5,923
 Current assets
 Inventories                                131          168          165
 Trade and other receivables                772          1,010        670
 Foreign withholding tax receivable         152          149          152
 Income tax asset                           319          235          319
 Cash and cash equivalents                  14,365       15,484       13,998
                                            15,739       17,046       15,304
 Total assets                               20,451       25,148       21,227

 Liabilities
 Current liabilities
 Trade and other payables                   (1,992)      (943)        (1,495)
 Lease liabilities                   6      (545)        (693)        (643)
 Deferred revenue                    5      (6,075)      (5,944)      (6,090)
                                            (8,612)      (7,580)      (8,228)
 Non-current liabilities
 Lease liabilities                   6      (217)        (917)        (655)
 Provisions                                 (669)        (659)        (669)
 Deferred revenue                    5      (28,143)     (34,603)     (31,181)
                                            (29,029)     (36,179)     (32,505)
 Total liabilities                          (37,641)     (43,759)     (40,733)

 Net (liabilities)/assets                   (17,190)     (18,611)     (19,506)

 Capital and reserves
 Share capital                              19,555       19,461       19,461
 Capital redemption reserve                 -            12,982       -
 Share Premium                              7            -            -
 Reverse Acquisition Reserve                (77,868)     (77,868)     (77,868)
 Share-based payment reserve                1,534        1,797        1,690
 Merger reserve                             (1,242)      (1,242)      (1,242)
 Shares held by EBT                         (3,023)      (3,162)      (3,162)
 Accumulated profit/(loss)                  43,847       29,421       41,615
 Total equity                               (17,190)     (18,611)     (19,506)

 

Approved by the Board and authorised for issue on 20 April 2026.

 

Liam
Gray

Interim Chief Executive
Officer

Condensed consolidated cash flow statement

For the six months ended 31 January 2026

                                                         Six months to  Six months to  Year to
                                                         31 January     31 January     31 July
                                                         2026           2025           2025
                                                         (Unaudited)    (Unaudited)    Audited
                                                         £'000          £'000          £'000
 Profit/(loss) before tax                                2,714          (960)          (973)
 Adjustments for:
 Net finance income                                      (200)          (289)          (639)
 Loss on exchange rate translations                      103            5              37
 Depreciation of tangible fixed assets                   211            201            412
 Depreciation of right of use asset                      562            376            763
 Amortisation of intangible assets                       81             96             189
 Impairment of intangible assets                         98             2              51
 Share-based payments                                    63             458            731
 (Profit) / loss on disposal of tangible fixed assets    25             -              25
 Increase/(decrease) in inventory provision                             150            78
 Changes in working capital:
 Decrease/(increase) in inventories                      34             (13)           62
 (Increase)/decrease in trade and other receivables      (102)          73             413
 Increase/(decrease) in trade and other payables         497            (635)          (83)
 Decrease in deferred revenue                            (3,053)        (2,981)        (6,257)
 Cash inflow/(outflow) from operating activities         1,033          (3,517)        (5,191)
 Foreign withholding tax paid                            (382)          -              -
 Research and development tax credit received            -              -              325
 Net cash outflow from operating activities              651            (3,517)        (4,866)

 Cash flows from investing activities
 Purchases of tangible fixed assets                      (24)           (203)          (282)
 Purchases of intangible fixed assets                    (33)           (38)           (95)
 Proceeds from sale of tangible fixed assets             -              -              4
 Interest received                                       234            339            731
 Net cash outflow from investing activities              177            98             358

 Cash flows from financing activities
 Return of capital to shareholders                       -              (1,010)        (1,009)
 Fees on return of capital to shareholders               -              (7)            (14)
 Payment of lease liabilities (capital)                  (321)          (314)          (627)
 Payment of lease liabilities (interest)                 (31)           (48)           (87)
 Interest paid                                           (3)            (3)            (6)
 Net cash outflow from financing activities              (355)          (1,382)        (1,743)

 Increase / (Decrease) in cash and cash equivalents      473            (4,801)        (6,251)
 Cash and cash equivalents at the start of the period    13,998         20,293         20,293
 Effects of exchange rate changes                        (106)          (8)            (44)
 Cash and cash equivalents at the end of the period      14,365         15,484         13,998

 

 

 

 

 

Notes to the interim condensed consolidated financial statements

For the six months ended 31 January 2026

 

1.   Corporate information

Nanoco Group plc (the "Company"), a public company limited by shares, is on
the equity shares (commercial companies) list of the London Stock Exchange and
is incorporated and domiciled in the UK. The Group Interim Report and Accounts
for the six months ended 31 January 2026 was authorised for issue in
accordance with a resolution by the Directors on 20 April 2026.

These interim condensed consolidated financial statements include the
financial statements of Nanoco Group plc and the entities it controls (its
subsidiaries).

These interim condensed consolidated financial statements are unaudited and do
not constitute statutory accounts of the Group as defined in section 434 of
the Companies Act 2006.

2.   Accounting policies

a. Basis of preparation

These interim condensed consolidated financial statements have been prepared
in accordance with the Disclosure and Transparency Rules of the Financial
Conduct Authority, UK-adopted IAS 34 Interim Financial Reporting, using the
recognition and measurement principles of UK-adopted IFRS and have been
prepared under the historical cost convention. As required by the Disclosure
Guidance and Transparency Rules of the Financial Conduct Authority the
accounting policies adopted in these condensed consolidated financial
statements are consistent with those followed in the preparation of the
Group's Annual Report and Accounts for the year to 31 July 2025.

These interim condensed consolidated financial statements include audited
comparatives for the year to 31 July 2025. The 2025 Annual Report and
Accounts, which was prepared in accordance with UK-adopted International
Financial Reporting Standards ("IFRS"), received an unqualified audit opinion
and have been filed with the Registrar of Companies. The financial statements
of the Group for the year ended 31 July 2025 are available from the Company's
registered office, or from the website www.nanocotechnologies.com.

b. Presentation of figures

Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in some
cases, the sum or percentage change of the numbers contained in this
announcement may not conform exactly to the total figure given.

c. Going concern

The interim condensed consolidated financial statements have been prepared on
a going concern basis as set out in the Financial Review section.

d. Use of estimates and judgements

Preparation of the interim condensed consolidated financial statements
requires management to make judgements, estimates and assumptions affecting
the application of accounting policies and the reporting of assets,
liabilities, income and expenses. Actual results may differ from these
estimates.  The significant judgements made by management in applying the
Group's accounting policies and key sources of estimated uncertainty were the
same as those applied to the consolidated financial statements for the year
ended 31 July 2025. These are summarised below:

 Estimates                                      Judgements
 Period over which to amortise Samsung licence  Revenue recognition
 Equity-settled share-based payments            Samsung licence of IP
 Deferred tax                                   Capitalisation (or not) of research and development expenditure

 

3.   Segmental information

Operating segments

At 31 January 2026 and 2025, 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.

                                  Six months to  Six months to  Year to

                                  31 January     31 January     31 July

                                  2026           2025           2025
                                  (Unaudited)    (Unaudited)    (Audited)
                                  £'000          £'000          £'000
 Analysis of revenue - by type
 Products sold                    42             60             131
 Rendering of services            816            416            1,215
 Licences                         6,842          2,972          6,272
                                  7,700          3,448          7,618

 

There were two material customers who generated product and service revenue of
£848,000 (2025: two material customers amounting to £442,000). £3,037,000
of the licence revenue related to the Samsung licence (2025: £2,972,000) and
£3,806,000 related to LG Electronics.

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:

                                       Six months to  Six months to  Year to

                                       31 January     31 January     31 July

                                       2026           2025           2025
                                       (Unaudited)    (Unaudited)    (Audited)
                                       £'000          £'000          £'000
 Analysis of revenue - by geography
 South Korea                           6,842          2,972          6,272
 Japan                                 849            268            810
 Netherlands                           -              174            492
 UK                                    1              34             34
 France                                -              -              9
 Belgium                               4              -              1
 China                                 2              -              -
 Canada                                1              -              -
 Spain                                 1              -              -
                                       7,700          3,448          7,618

 

All the Group's assets are held in the UK and all of its capital expenditure
arises in the UK. The profit before taxation and attributable to the single
segment was £2,714,000 (2025: £960,000 profit).

 

 

4.      Earnings per share

                                                                                                                    Six months to  Six months to  Year to

                                                                                                                    31 January     31 January     31 July

                                                                                                                    2026           2025           2025
                                                                                                                    (Unaudited)    (Unaudited)    (Audited)
                                                                                                                    £'000          £'000          £'000
 Profit/(loss) for the period attributable to equity shareholders                                                   2,253          (1,041)        (2,203)

 Share-based payments                                                                                               63             458            731
 Profit/(loss) for the period before share-based payments                                                                          (583)          (1,472)

                                                                                                                    2,316

 Weighted average number of shares                                                                                  No.            No.            No.
 Ordinary shares in issue                                                                                           195,289,529    196,522,718    195,615,212
 Options exercisable at the reporting date                                                                          1,754,872      990,407        4,021,999
 Options not yet exercisable at the reporting date                                                                  7,323,453      15,649,778     10,732,098
 Diluted weighted average number of shares                                                                          204,367,854    213,162,903    210,369,309
 Adjusted profit/(loss) per share before share-based payments (pence)                                               1.18           (0.30)         (0.75)
 Basic profit/(loss) per share (pence)                                                                              1.15           (0.53)         (1.13)
 Diluted adjusted profit/(loss) per share before share-based payments (pence)                                       1.13           (0.30)         (0.75)
 Diluted profit/(loss) per share (pence)                                                                            1.10           (0.53)         (1.13)

 

Diluted loss per share is not presented for the 6 months to January 2025 and
the year to July 2025 as the effect of share options issued is anti-dilutive.
The adjusted loss is presented as the Board measures underlying business
performance which excludes non-cash IFRS2 charges.

5.      Deferred revenue

                              31 January   31 January   31 July

                              2026         2025         2025
                              (Unaudited)  (Unaudited)  (Audited)
                              £'000        £'000        £'000
 Current
 Upfront licence fees         6,075        5,944        6,075
 Contract liability on JDA    -            -            15
 Total current                6,075        5,944        6,090
 Non-current
 Upfront licence fees         28,143       34,603       31,181
 Total non-current            28,143       34,603       31,181

 Total deferred revenue       34,218       40,547       37,271

 

Deferred revenue arises under IFRS where upfront licence fees are accounted
for on a straight-line basis over the initial term of the contract or where
performance criteria have not been satisfied in the accounting period.

 

 

 

6.      Lease liabilities

                                     31 January   31 January   31 July

                                     2026         2025         2025
                                     (Unaudited)  (Unaudited)  (Audited)
                                     £'000        £'000        £'000
 Current
 Property Leases                     545          691          642
 Equipment leases                    -            2            1
 Non-current
 Property Leases                     217          917          655
 Equipment leases                    -            -            -
 Total lease liabilities             762          1,610        1,298

 

 

7.      Post Balance Sheet Event

As announced on 26 March 2026, the Company entered into a definitive agreement
with Shoei Chemical Inc. and Shoei Electronic Materials, Inc. (collectively,
"Shoei") to settle the ongoing litigation. Costs incurred between December
2025 and March 2026 relating to this litigation amounted to £3.2m.

 

- Ends -

 

 

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