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REG - Novacyt S.A. - Full Year 2025 results

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RNS Number : 4829C  Novacyt S.A.  30 April 2026

 

Novacyt S.A.

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

 

Full Year 2025 results

 

Paris, France, and Manchester, UK - 30 April 2026 - Novacyt S.A. (EURONEXT
GROWTH: ALNOV; AIM: NCYT), an international molecular diagnostics company with
a broad portfolio of integrated technologies and services, announces its
audited results for the year ended 31 December 2025. A period of sustained
growth, ahead of market expectations and providing a solid foundation for
future growth.

 

The Company has a broad technology portfolio divided into three business
segments: Clinical, Instrumentation and Research Use Only ("RUO"). These
business segments trade within Yourgene Health ("Yourgene") (80% of total
sales FY25) and Primer Design (20% of total sales FY25), focused on the
development and commercialisation of clinical products and RUO assays
respectively.

 

Financial Highlights

 ·         Group statutory revenue for FY 2025 was £20.0m (FY 2024: £19.6m), slightly
           above market expectations of £19.8m
 ·         Underlying Group revenue grew by c.4% (5% on a constant currency basis),
           excluding the impact of the Taiwan service laboratory divestment
           o  Clinical segment up 3%, delivering sales of £13.8m, (FY 2024: £13.5m),
           driven by the acquisition of a new strategic customer in the APAC region, with
           NIPT technologies up over 10% year-on-year
           o  Instrumentation segment delivered more than 25% growth in sales to £2.5m,
           (FY 2024: £2.0m) predominantly driven by the launch of the LightBench®
           Discover instrument
           o  RUO segment declined year-on-year by c. 10% to £3.7m (FY 2024: £4.2m),
           as a result of reduced sales of the Primer Design catalogue of products
           o  APAC region delivered the highest year-on-year growth of c. 12% achieving
           sales of £5.8m, driven by the continued strong demand for the Company's
           Reproductive Health range of products, followed by the Americas region
           delivering growth of c. 8%
 ·         Group gross profit totalled £12.6m (63% margin) in FY 2025, consistent with
           FY 2024's underlying gross profit of £12.3m (63% margin)*
 ·         Group EBITDA loss in FY 2025 totalled £7.8m before exceptional items (FY
           2024: £9.1m loss) exceeding market expectations
 ·         Loss after tax decreased to £22.9m in FY 2025 (FY 2024: £41.8m loss)
 ·         Cash position at 31 December 2025 was £19.1m (FY 2024: £30.5m)

 

The Board understands market expectations, based on Singer Capital Markets'
October 2025 initiation note, for the year ended 31 December 2025 to be
revenue of £19.8m, an EBITDA loss of £8.5m and a closing cash balance of
£18.8m.

 

* The 163% margin reported in FY24 was due to the reversal of the £19.8m
product warranty provision following the settlement with the DHSC

 

Operational Highlights

 ·         Received IVDR accreditation for Yourgene® QST*R Base assay
 ·         Successful launch of LightBench® Discover, high-precision 3-in-1 instrument
           for genomic research labs conducting long-read sequencing
 ·         In October 2025, the Company launched its new strategy update, setting out
           KPIs for the Group to deliver against

 

Post period year-end highlights

 ·         Contract signed with St George's University Hospitals NHS Foundation Trust
           for the provision of Non-Invasive Prenatal Testing ("NIPT") using Yourgene's
           IONA® Nx NIPT Workflow (CE-IVD), following a competitive tender process
 ·         Earnings accretive acquisition of Southern Cross Diagnostics Pty Ltd
           ("Southern Cross Diagnostics" or "SCD"), for an initial cash consideration of
           c. £4.4m, providing direct access to the fast-growing Australian diagnostics
           market and the wider Asia Pacific region
 ·         Completed a Preferential Subscription Rights Issue which raised €0.8m gross,
           at a price of €0.40 per share on the basis of 1 new share for every 36
           existing shares
 ·         Cash position at 31 March 2026 of £11.0m

 

Commenting on the results Lyn Rees, CEO of Novacyt, said: "I am pleased to
report a solid set of results, demonstrating sustained growth, ahead of market
expectations and setting a solid foundation for future growth.

"We have been particularly pleased by the uplift seen in our instrumentation
segment, delivering more than 25% increase predominantly driven by the launch
of LightBench® Discover instrument. Our post period acquisition of Southern
Cross Diagnostics provided us with direct access to the fast-growing
Australian diagnostic market, reinforcing the Company's strategy by driving
revenue growth, expanding the Group's product portfolio and bringing us closer
to profitability.

"Our outlook for FY26 looks strong, as we target double digit revenue growth
year-on-year and look to continue the path towards EBITDA profitability."

 

Investor presentation

Lyn Rees, CEO, and Steve Gibson, CFO, will host an investor webinar
presentation relating to the Company's Final Results 2025 via the Investor
Meet Company platform today at 11am. Investors can sign up to Investor Meet
Company for free and register here
(https://www.investormeetcompany.com/novacyt-sa/register-investor) .

 

Contacts

 Novacyt SA                                                            https://novacyt.com/investors (https://novacyt.com/investors/)
 Lyn Rees, Chief Executive Officer                                      Via Walbrook PR
 Steve Gibson, Chief Financial Officer

 SP Angel Corporate Finance LLP (Nominated Adviser and Broker)                                                  +44 (0)20 3470 0470
 Matthew Johnson / Charlie Bouverat (Corporate Finance)

 Vadim Alexandre / Rob Rees (Corporate Broking)

 Singer Capital Markets (Joint Broker)                                                                          +44 (0)20 7496 3000
 Phil Davies / James Fischer / Samed Ethemi

 Allegra Finance (French Listing Sponsor)       +33 (1) 42 22 10 10

                                              e.galiatsatos@allegrafinance.com / y.petit@allegrafinance.com
 Evelyne Galiatsatos / Yannick Petit           (mailto:y.petit@allegrafinance.com)

 Walbrook PR (Financial PR & IR)                                       +44 (0)20 7933 8780 or novacyt@walbrookpr.com (mailto:novacyt@walbrookpr.com)

 Paul McManus / Lianne Applegarth                                      +44 (0)7980 541 893 / +44 (0)7584 391 303

 Alice Woodings                                                         +44 (0)7407 804 654

 

 

About Novacyt Group (www.novacyt.com (http://www.novacyt.com) )

Novacyt is an international molecular diagnostics company providing a broad
portfolio of integrated technologies and services, primarily focused on the
delivery of genomic medicine. The Company develops, manufactures, and
commercialises a range of molecular assays and instrumentation to deliver
workflows and services that enable seamless end-to-end solutions from sample
to result across multiple sectors including human health, animal health and
environmental.

The Company is divided into three business segments:

 Clinical             Broad portfolio of human clinical in vitro diagnostic products, workflows and
                      services focused on three therapeutic areas:

                      ·    Reproductive Health: NIPT, Cystic Fibrosis and other rapid aneuploidy
                      tests

                      ·    Precision Medicine: DPYD genotyping assay

                      ·    Infectious Diseases: Winterplex, multiplex winter respiratory PCR
                      panel

 Instrumentation      Portfolio of next generation size selection DNA sample preparation platforms
                      and rapid PCR machines, including:

                      ·    Ranger® Technology: automated DNA sample preparation and target
                      enrichment technology

                      ·    genesig q16 and q32 real-time quantitative PCR (qPCR) instruments

 Research Use Only    Range of services for the life sciences industry:

                      ·    Design, manufacture, and supply of high-performance qPCR assays and
                      workflows for use in human health, agriculture, veterinary and environmental,
                      to support global health organisations and the research industry

                      ·    Pharmaceutical research services: whole genome sequencing (WGS) /
                      whole exome sequencing (WES)

Novacyt is headquartered in Le Vésinet in France with offices in the UK
(Manchester), Singapore, the US and Canada and has a commercial presence in
over 65 countries, including Australia, following the recent acquisition of
Southern Cross Diagnostics in March 2026, which has opened new distribution
channels to the life sciences and diagnostics industries in the territory and
the wider Asia-Pacific region. The Company is listed on the London Stock
Exchange's AIM market ("NCYT") and on the Paris Stock Exchange Euronext Growth
("ALNOV").

For more information, please refer to the website: www.novacyt.com
(http://www.novacyt.com)

 

Chief Executive's review

The Group's 2025 business plan was focussed around three key objectives: the
strategic investment in R&D for new product launches, streamlining the
Group from an operational and cost perspective and finally, delivering market
expectations. I'm delighted to report that Novacyt has delivered on all three
core objectives, achieved top-line growth above market expectations and
created a strong foundation for future growth.

Portfolio update

1)    Clinical

The Clinical business, predominantly Yourgene Health branded, is focused
across three key strategic pillars: Reproductive Health, Precision Medicine
and Infectious Diseases, which each represent large and growing addressable
markets.

Once again, we have made good progress in the period increasing our clinical
product portfolio by receiving accreditation under the new EU requirements of
the In Vitro Diagnostic Regulation ("IVDR") for the Yourgene®
QST*R Base assay, in February 2025. Yourgene® QST*R Base is a highly
multiplexed, single tube assay containing 22 markers for rapid diagnosis of
the common autosomal and sex chromosome aneuploidies during pregnancy. This
is the third IVDR accreditation (following DPYD and Cystic Fibrosis) for
Novacyt which further demonstrates the high quality and accuracy of the
Group's products, and the team's ability to navigate the stringent new
regulatory environment for in vitro diagnostic tests.

Reproductive Health

In 2025, our NIPT technologies delivered double digit growth, following a
successful run of winning new contracts. This resulted in Novacyt successfully
winning a competitive tender process, post year end, to secure the contract
with St George's University Hospitals NHS Foundation Trust for the provision
of NIPT using Yourgene's flagship IONA® Nx NIPT Workflow (CE-IVD). The
service provides NIPT to approximately one third of the NHS (National Health
Service) maternity services population in England and is also offered
privately at St George's hospital. The contract is for an initial two-year
period from December 2025, with an option to extend for a further two years,
representing a continuation of existing business to the Company.

Post period end, in February 2026, Yourgene Health won a 4 year tender for a
hospital to run the first national NIPT service in Iceland. The hospital lab
has had IONA® Nx NIPT Workflow installed and is now up and running an NIPT
service for expectant parents in Iceland. The tender expected 3,500 samples
per annum and the value of the tender is approximately £2.0m over 4 years, if
volumes are met.

In September 2025, the Thai government announced a national policy for NIPT
reimbursement to replace the current biochemical quad testing model. This has
led to an increase in the number of Yourgene laboratory customers being
installed with an NIPT workflow and a growth in samples per annum. Regulated
IVD components of the Yourgene NIPT workflow solution for the Thai market have
been granted import licenses from Thailand Food and Drug Administration
(TFDA).

In Q4 2025, the Group had updated shareholders about new product introductions
that were underway. One of these products was a screening assay for Spinal
Muscular Atrophy (SMA) an incurable rare genetic condition causing progressive
muscle weakness. The Group had expected that this would be ready for launch in
H1 2026, however this third party product has faced a number of regulatory
issues.

Precision Medicine

In October 2025, the U.S. Food and Drug Administration (FDA) released a safety
announcement to highlight the importance of dihydropyrimidine dehydrogenase
(DPD) deficiency discussions with patients prior to capecitabine or 5-FU
treatment, a form of chemotherapy treatment. This was followed in February
2026, by a safety labelling update for capecitabine and fluorouracil (5-FU)
from the FDA on the risks associated with DPD deficiency.

As a result, the R&D team are busy working on the final steps of the new
DPYD assay which will include the updated tier 1 and tier 2 mutations which
are recommended by the Association for Molecular Pathology ("AMP") and the
National Comprehensive Cancer Network ("NCCN") guidelines. The Yourgene®
Insight DPYD assay is due for launch in Q2, initially as a Research Use Only
assay, soon to be followed an IVDR approved test for the European market. The
new kit has been developed closely with various key opinion leaders to ensure
that it meets customer needs and is has been beta tested with key customer
accounts with international reach.

Genomic Services

The NIPT service expanded its offering in February 2025 of the IONA Care
+service, providing expectant parents with a broader clinical menu including
clinically relevant microdeletions.

2) Instrumentation

In July 2025, the Group launched LightBench® Discover, a high-precision
3-in-1 instrument for genomic labs conducting long-read sequencing with a
PacBio workflow. This product launch was a key driver behind the increase in
Group revenue across the period. The product provides cost efficiencies,
enhances quality control, simplifies workflows and delivers high-accuracy
analytics which all meet the needs of our customers. In the five months since
launch, the Company has placed 10 units across North America, UK, Europe,
Turkey and Indonesia with a growing pipeline for further uptake in 2026.

3) Research Use Only

Despite Primer Design continuing to provide high quality research assays to
the life sciences industry worldwide, the RUO segment declined by circa 10% to
£3.7m (FY 2024: £4.2m), as a result of reduced sales of the Primer Design
catalogue of products. As part of the Go To Market strategy, Primer Design
launched an online shop and distributor partner hub as part of its website
offering, to improve the customer and distributor ease of ordering. Uptake has
been strong and the focus for 2026 is on expanding new business opportunities
to grow the sector. The commercial team at Primer Design has been strengthened
with key appointments to add expertise and new skillset to the EMEA commercial
team.

In addition, Primer Design has launched several new products across the three
sectors of vet and animal health, food & agriculture and human health,
based on customer requirements and market demand.

Launch of new strategy and KPIs

In October 2025, the Company provided a strategy update to investors,
detailing the Group's growth plan and set out its strategic goals. This
followed a period of restructuring, reducing the cost base and rightsizing the
Group's operational footprint. This meant the Group is now derisked with a
strong core business and foundations for growth, enabling the Company to set
organic financial goals, as set out below:

 1.        To deliver double digit revenue growth year-on-year (from FY26)
 2.        To deliver a gross margin across the Group of over 60% each year
 3.        To achieve EBITDA profitability based on the organic growth plans supported by
           the Company's balance sheet strength

 

Full the full investor presentation, investors can watch back on-demand here.
(https://www.youtube.com/watch?v=Jc5kHZVhmr8)

Southern Cross Diagnostics Pty Ltd

Post period end, the Group successfully acquired Southern Cross Diagnostics,
the profitable distributor of diagnostic and life science products, for an
initial cash consideration of c. £4.4m. The immediate earnings and revenue
accreditive acquisition of the Sydney based distributor provided direct access
to the fast-growing Australian diagnostic market, where Novacyt is seeing
strong growth through reimbursement and creates access to key strategic
accounts. The acquisition reinforces the Company's strategy by driving revenue
growth, expanding the Group's product portfolio and bringing it closer to
profitability.

The Group retained the full SCD team, made up of 11 full time employees and
Nick Thliveris, CEO and Founder. Nick brings significant experience around the
growth potential in APAC markets and has a strong understanding of the
diagnostics distribution market.

Preferential Subscription Rights Issue

The Company launched a Preferential Subscription Rights ("PSR") issue
immediately after the acquisition of SCD to enable existing Shareholders to
participate in an equity raise. The PSR raised net €580,000 through the
issue of just under 2 million new ordinary shares, with just over 50% of the
news shares being issued to the Nick Thliveris, the former Founder and CEO of
SCD, illustrating his long-term belief in both SCD and the wider Novacyt
Group. The equity raise has strengthened the balance sheet.

Current trading and outlook

I was pleased with the performance of the Group in the period and to present
our renewed business plan to shareholders allowing us to refresh our story
explaining our growth plan and future strategy.

 

Having prioritised reducing the cost base of the Group in FY 2024 and
consolidating all manufacturing at our centre of excellence in Manchester, has
allowed the Company to focus on new product development delivery and exceeding
market expectations in terms of revenue, EBITDA loss and cash in FY 2025. As
the geopolitical environment evolves and global markets continue to struggle,
we will continue to monitor and review spending levels to ensure we protect
our cash position and will provide updated guidance once the impact of the
Middle East conflict can be more easily quantified.

 

The Board gave approval to invest annually up to an additional £2.0m across
2025-2027, to accelerate bringing new products to market, and this increase in
research and development has seen Go-To-Market plans and product launches
across the key strategic pillars: Reproductive Health, Precision Medicine and
Infectious Diseases. Our long-standing and new customers responded positively,
and this new product development has contributed to the double-digit revenue
growth in both Ranger and NIPT.

 

Our aim is to have a greater number of institutional investors supporting our
business and we believe that this level of performance takes us closer to
delivering on that objective.

 

Lyn Rees

Chief Executive Officer

30 April 2026

 

 

FINANCIAL REVIEW

 

Overview

 

2025 was a solid year, outperforming all market expectations and commencing
the re-start of the Novacyt growth story. Novacyt completed its various site
consolidation programmes of work, helping to reduce the cost base of the
business, which has contributed to a reduced EBITDA loss for the year compared
with FY 2024.

 

Novacyt generated sales of £20.0m, an EBITDA loss of £7.8m and a loss after
tax of £22.9m.

 

Novacyt closed 2025 with £19.1m cash in the bank, which provides the Group
with a solid foundation on which to build its future strategy and allowed the
Group to acquire Southern Cross Diagnostics PTY in March 2026 for cash.

 

Profit & Loss

 

Revenue

Statutory revenue grew by approximately £0.4m to £20.0m in 2025, but on a
like-for-like basis when the impact of the Taiwanese divestment in 2024 is
removed, revenue grew by £0.8m or 4%, with a key driver being increased
instrument sales following the successful launch of our LightBench Discover
product in H2 2025.

 

There were differing levels of performance within the Group portfolio, with
our Instrumentation business up more than 25% and NIPT technologies delivering
double-digit growth through winning a number of new contracts, but the RUO
segment declined by around 10% as a result of lower sales of our Primer Design
catalogue of products.

 

Gross profit

The business delivered a gross profit of £12.6m (63%), compared with £32.1m
(163%) in 2024 which was inflated by £19.8m as a result of releasing a
product warranty provision that was not required following the successful
resolution of the DHSC dispute. Removing the impact of this one-time entry,
the underlying gross profit in 2024 was £12.3m, or 63%, so the margin has
been maintained year-on-year.

 

Operating expenditure

Group operating costs decreased by £20.7m to £20.4m in 2025, compared with
£41.1m in 2024, predominantly as a result of booking a £20.0m bad debt
write-off following the settlement with the DHSC in 2024 that was not repeated
in 2025. Removing the impact of this one-time entry, underlying operating
expenditure has decreased by £0.7m, or circa 4%, predominantly driven by the
completion of the site consolidation programme of work.

 

Labour costs have increased year-on-year mainly driven by the increased
investment into R&D to accelerate bringing new products to market, such as
our new NIPT offering in APAC. 2025 saw the first full year of the additional
R&D costs, whereas in 2024 R&D costs were still ramping up in Q4. The
Group's closing headcount for 2025 was around 224, a reduction of around 7%
from the opening headcount, mainly driven by closing the Southampton facility
and moving operations to Manchester.

 

Non-labour costs have reduced year-on-year driven by a number of factors
including a reduction in insurance premiums following the DHSC settlement in
2024, favourable operating FX, reduced utility costs as better prices were
obtained, and the collection of some previously provided for bad debts.

 

EBITDA

The Group reported an EBITDA loss of £7.8m for 2025 compared with a loss of
£9.1m in 2024. The loss has decreased by £1.3m, driven by an increased
underlying gross profit contribution of £0.3m as a result of higher sales, a
£0.7m reduction in underlying opex costs, and a net £0.2m impact as a result
of the DHSC settlement.

 

Operating loss

The Group reported an operating loss of £28.5m compared with a 2024 loss of
£37.3m. Year-on-year, depreciation and amortisation charges have decreased by
£2.5m, to £4.9m, mainly due to the disposal of assets (predominantly PPE) as
part of the site consolidation programme of work across the Group.

 

Net other operating expenses have decreased from £20.9m to £15.8m. The main
items making up the 2025 charge are i) a £14.4m impairment charge in relation
to the intangible assets, including goodwill, acquired as part of the Yourgene
acquisition, ii) £1.3m of costs associated with site closures and
restructuring fees (including redundancy payments), iii) M&A related
expenses £0.2m, and iv) £0.3m of other expenses.

 

Loss after tax from continuing operations

The Group reported a loss after tax from continuing operations of £23.5m,
compared with a loss of £38.7m in 2024. Other financial income and expenses
netted to a gain of £1.2m compared with a loss of £2.1m in 2024. The three
key items making up the balance are i) a £1.2m net financial foreign exchange
gain, mainly resulting from revaluations of bank and intercompany accounts
held in foreign currencies, ii) £0.7m interest income, mostly on deposits
held in bank accounts, and iii) £0.6m of interest charges on IFRS 16
liabilities. Taxation at £3.9m is predominantly a result of the movement in
deferred tax.

 

Earnings per share

2025 saw a loss per share of £0.32 compared to a loss per share of £0.59 in
2024.

 

Balance Sheet

 

Non-current assets

Goodwill has decreased from £2.7m in 2024 to £2.2m in 2025. The decrease is
predominantly driven by impairing the remaining goodwill associated with the
acquisition of Yourgene. The remaining movement is due to exchange
revaluations on the Primer Design goodwill balance, which is not held in pound
sterling.

 

Right-of-use assets have decreased from £8.3m at 31 December 2024 to £7.5m
at 31 December 2025, mainly as a result of the annual depreciation charges.

 

Property, plant and equipment has decreased by £0.9m from 31 December 2024 to
£1.5m at 31 December 2025, mainly as a result of the annual depreciation
charges.

 

Other non-current assets have decreased by £16.5m to £1.4m as at 31 December
2025, predominantly driven by i) the impairment of the remaining intangible
assets associated with the Yourgene Health acquisition totalling £13.8m, and
ii) annual amortisation charges totalling £2.9m.

 

Current assets

Inventories and work in progress have increased year-on-year, closing 2025 at
£2.5m compared to £2.3m in 2024. The main driver for the slight increase is
to ensure there is adequate stock to meet the additional sales demand.

 

Trade and other receivables are broadly flat year-on-year at £4.6m.

 

Tax receivables are flat year-on-year at £0.5m. The current balance relates
to Research and Development tax credits (SME Regime) accruals covering 2023,
2024 and 2025.

 

Other current assets have decreased to £1.0m, from £1.5m in 2024, with the
key drivers being a reduction in the prepayment position at year end and the
return of a rent deposit reducing short-term deposits. Prepayments at 31
December 2025 include the annual Group commercial insurance, rent, rates and
prepaid support costs.

 

Current liabilities

Short-term lease liabilities have reduced following a number of site closures
and closed 2025 at a balance of £0.9m, down from £1.3m at 31 December 2024.

 

Trade and other liabilities have increased to £4.7m at 31 December 2025, from
£3.8m at 31 December 2024, due to the timing of invoices received and paid.

 

Other provisions and short-term liabilities have fallen to £0.3m, from £1.1m
at 31 December 2024, predominantly as a result of concluding the HSE claim
faced by Lab21 Healthcare Ltd and the unwinding of the litigation provision.

 

Non-current liabilities

As a result of impairing the remaining intangible assets associated with the
Yourgene Health acquisition, that are not separately assessed, the associated
deferred tax liabilities on temporary timing differences have been reversed,
reducing the balance to less than £0.1m at 31 December 2025.

 

Lease liabilities long-term have decreased to £9.6m, from £10.6m, as a
result of rental payments made. The main ongoing liabilities relate to two
premises in the UK, Skelton House and City Labs, that have multi-year leases.

 

Other provisions and long-term liabilities are flat year-on-year at £1.5m,
with the balance being mainly related to a dilapidations provision.

 

Cash flow

 

Cash held at the end of 2025 totalled £19.1m compared with £30.5m at 31
December 2024. Net cash used in operating activities was £9.2m for 2025, made
up of a working capital outflow of £1.4m and an EBITDA loss of £7.8m,
compared to a cash outflow of £9.8m in 2024.

 

Net cash used in investing activities decreased to £0.2m, from £1.9m in
2024. This outflow was net of £0.6m interest income generated from the
Group's cash balances during 2025, down on the prior year as the cash pile
reduced. Capital expenditure in 2025 totalled £0.9m compared with £1.9m in
2024.

 

Net cash used in financing activities increased in 2025 to £2.0m compared
with £1.8m in 2024, with the main cash outflow being lease payments.

 

The Group remains debt free at 31 December 2025.

 

Announcement Note

 

The information included in this announcement is extracted from the audited
Group Consolidated Accounts. Defined terms used in the announcement refer to
terms as defined in the Group Consolidated Accounts unless the context
otherwise requires. This announcement should be read in conjunction with, and
is not a substitute for, the full Group Consolidated Accounts.

 

Steve Gibson

Chief Financial Officer

30 April 2026

Consolidated income statement for the years ended 31 December 2025 and 31 December 2024
 Amounts in £'000                                                     Notes  Year ended        Year ended

31 December
31 December

2025
2024

 Continuing Operations
 Revenue                                                                     20,029            19,630
 Cost of sales                                                        4      -7,415            12,444

 Gross profit                                                                12,614            32,074

 Sales, marketing and distribution expenses                                  -5,287            -5,493
 Research and development expenses                                           -4,112            -2,767
 General and administrative expenses                                  5      -16,204           -40,239
 Governmental subsidies                                                      330               -

 Operating loss before other operating income/expense                        -12,659           -16,425

 Other operating income                                               6      395               128
 Other operating expenses                                             6      -16,240           -21,046

 Operating loss after other operating income/expense                         -28,504           -37,343

 Financial income                                                            5,285             3,034
 Financial expense                                                           -4,127            -5,121

 Loss before tax                                                             -27,346           -39,430

 Tax income                                                                  3,894             732

 Loss after tax from continuing operations                                   -23,452           -38,698

 Profit / (loss) from discontinued operations                         14     569               -3,060

 Loss after tax attributable to owners of the Company (*)                    -22,883           -41,758
 Loss per share (£)                                                   7      -0.32             -0.59
 Diluted loss per share (£)                                           7      -0.32             -0.59

 Loss per share from continuing operations (£)                        7      -0.33             -0.55
 Diluted loss per share from continuing operations (£)                7      -0.33             -0.55

 Profit / (loss) per share from discontinued operations (£)           7      0.01              -0.04
 Diluted profit / (loss) per share from discontinued operations (£)   7      0.01              -0.04

 

* There are no non-controlling interests.

Consolidated statement of comprehensive income for the years ended 31 December 2025 and 31 December 2024
 Amounts in £'000                                                    Notes      Year ended        Year ended

31 December
31 December

2025
2024

 Loss for the period recognised in the income statement                         -22,883           -41,758

 Items that may be subsequently reclassified to profit or loss:
 Translation reserves                                                13         -1,947            1,873

 Total comprehensive loss                                                       -24,830           -39,885

 Comprehensive loss attributable to owners of the Company (*) from:

 Continuing operations                                                          -25,399           -36,825
 Discontinued operations                                                        569               -3,060

 

* There are no non-controlling interests.

 

Statement of financial position as of 31 December 2025 and 31 December 2024
 Amounts in £'000                     Notes  Year ended        Year ended

31 December
31 December

2025
2024

 Goodwill                             8      2,162             2,669
 Other intangible assets                     1,365             17,575
 Property, plant and equipment               1,468             2,407
 Right-of-use assets                         7,538             8,294
 Non-current financial assets                18                25
 Deferred tax assets                         37                286
 Total non-current assets                    12,588            31,256

 Inventories and work in progress            2,537             2,269
 Trade and other receivables          9      4,594             4,717
 Tax receivables                             456               477
 Prepayments and short-term deposits         995               1,452
 Investments short-term                      10                8
 Cash and cash equivalents                   19,149            30,453
 Total current assets                        27,741            39,376

 Total assets                                40,329            70,632

 Lease liabilities short-term         10     856               1,257
 Provisions short-term                11     17                748
 Trade and other liabilities          12     4,667             3,767
 Tax liabilities                             5                 47
 Other current liabilities                   295               401
 Total current liabilities                   5,840             6,220

 Net current assets                          21,901            33,156

 Lease liabilities long-term          10     9,594               10,621
 Provisions long-term                 11     1,486               1,466
 Deferred tax liabilities                    37                  4,445
 Total non-current liabilities               11,117            16,532

 Total liabilities                           16,957            22,752

 Net assets                                  23,372            47,880

 

 

Statement of financial position as of 31 December 2025 and 31 December 2024 (continued)

 

 Amounts in £'000                      Notes  Year ended        Year ended

31 December
31 December

2025
2024

 Share capital                         13     4,053             4,053
 Share premium account                        50,671            50,671
 Own shares                                   -130              -113
 Other reserves                        13     20,565            3,810
 Equity reserve                               1,155             1,155
 Retained earnings                     13     -52,942           -11,696
 Total equity - owners of the Company         23,372            47,880

 Total equity                                 23,372            47,880

 

 

Statement of changes in equity for the years ended 31 December 2025 and 31 December 2024

 

 Amounts in £'000                                                                                                   Other Group reserves
                                                         Share capital  Share premium  Own shares  Equity reserves  Other   Translation reserve  OCI on retirement benefits  Total    Retained earnings   Total equity

 Balance at 1 January 2024                               4,053          50,671         -138        1,155            846     761                  -8                          1,599   29,902               87,242
 Translation differences                                 -              -              -           -                -       1,873                -                           1,873   -                    1,873
 Loss for the period                                     -              -              -           -                -       -                    -                           -       -41,758              -41,758
 Total comprehensive income / (loss) for the period      -              -              -           -                -       1,873                -                           1,873   -41,758              -39,885
 Own shares acquired / sold in the period                -              -              25          -                -       -                    -                           -       -                    25
 Payment in shares                                       -              -              -           -                338     -                    -                           338     -                    338
 Other                                                   -              -              -           -                -       -                    -                           -       160                  160
 Balance at 31 December 2024                             4,053          50,671         -113        1,155            1,184   2,634                -8                          3,810   -11,696              47,880
 Translation differences                                 -              -              -           -                -       -1,947               -                           -1,947  -                    -1,947
 Loss for the period                                     -              -              -           -                -       -                    -                           -       -22,883              -22,883
 Total comprehensive loss for the period                 -              -              -           -                -       -1,947               -                           -1,947  -22,883              -24,830
 Own shares acquired / sold in the period                -              -              -17         -                -       -                    -                           -       -                    -17
 Payment in shares                                       -              -              -           -                339     -                    -                           339     -                    339
 Reclassification of share-based payments reserve        -              -              -           -                18,363  -                    -                           18,363  -18,363              -
 Balance at 31 December 2025                             4,053          50,671         -130        1,155            19,886  687                  -8                          20,565  -52,942              23,372

 

The Other Group reserves in column 'Other' shows the reserve related to the
acquisition of Primer Design shares and the reserve for payment in shares.

 

The 2024 movement of £338k and the 2025 movement of £339k are related to the
Long-Term Incentive Plan (LTIP) implemented in 2024.

 

The other variation in 2025 for £18,363k relates to the reclassification of
the reserve for "IFRS2 payment in shares" in Novacyt UK Holdings from retained
earnings to Other Group reserves.

 

 

 

 

Statement of cash flows for the years ended 31 December 2025 and 31 December 2024

 

 Amounts in £'000                                       Notes  Year ended        Year ended

31 December
31 December

2025
2024

 Net cash used in operating activities                  15     -9,214            -9,823
 Operating cash flows from discontinued operations             -209              -674
 Operating cash flows from continuing operations               -9,005            -9,149

 Investing activities
 Acquisition / sale of subsidiary net of cash acquired         -                 -1,093
 Purchases of patents and trademarks                           -613              -580
 Purchases of property, plant and equipment                    -268              -1,281
 Sales of tangible and intangible fixed assets                 14                22
 Variation of deposits                                         70                -67
 Interest received                                             616               1,139
 Net cash used in investing activities                         -181              -1,860
 Investing cash flows from discontinued operations             15                15
 Investing cash flows from continuing operations               -196              -1,875

 Financing activities
 Repayment of lease liabilities                                -1,936            -1,862
 Purchase of own shares - net                                  -17               25
 Net cash used in financing activities                         -1,953            -1,837
 Financing cash flows from discontinued operations             -78               -91
 Financing cash flows from continuing operations               -1,875            -1,746

 Net decrease in cash and cash equivalents                     -11,348           -13,520
 Cash and cash equivalents at beginning of year                30,453            44,054
 Effect of foreign exchange rate changes                       44                -81
 Cash and cash equivalents at end of year                      19,149            30,453

 

 

 

Notes to the ANNUAL ACCOUNTS

1.  Corporate Information

 

Novacyt is an international molecular diagnostics company providing a broad
portfolio of integrated technologies and services, primarily focused on the
delivery of genomic medicine. The Company develops, manufactures, and
commercialises a range of molecular assays and instrumentation to deliver
workflows and services that enable seamless end-to-end solutions from sample
to result across multiple sectors including human health, animal health and
environmental. Its registered office is located at 131 Boulevard Carnot, 78110
Le Vésinet.

2.  BASIS OF ANNOUNCEMENT

2.1 Basis of Preparation

The financial information contained in this report comprises the consolidated
financial statements of the Company and its subsidiaries (hereinafter referred
to collectively as the "Group"). The figures in the tables are prepared and
presented in Great British Pounds ("GBP"), rounded to the nearest thousand
("£'000s").

 

2.2 Discontinued operations and assets held for sale

A discontinued operation is a component that either has been disposed of, or
is classified as held for sale, and

(a)  represents a separate major line of business or geographical area of
operations,

(b)  is part of a single co-ordinated plan to dispose of a separate major
line of business or geographical area of operations, or

(c)  is a subsidiary acquired exclusively with a view to resale.

Discontinued operations are presented in the consolidated income statement as
a single amount comprising the total of:

-     The post-tax profit or loss of the discontinued operation,

-     The post-tax gain or loss recognised on the measurement to fair
value less costs to sell, and

-     The post-tax gain or loss recognised on the disposal of assets or
the disposal group making up the discontinued operation.

Where material, the analysis of the single amount is presented in the relevant
note (see note 14).

In the statement of cash flows the net cash flow attributable to the
operating, investing and financing activities of discontinued operations have
been disclosed separately.

No adjustments have been made in the statement of financial position.

Comparatives for discontinued operations are restated.

 

2.3 Going concern

 

The Directors have, at the time of approving the financial statements, a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Thus, they adopt the going
concern basis of accounting in preparing the financial statements after having
taken into account the available information they have for the future, and
especially the cash forecast prepared for the next 12 months.

 

In preparing this cash forecast, the Directors have considered the following
assumptions:

 

-     A positive cash balance at 31 December 2025 of £19,149k;

-     The business plan for the next 12 months;

-     The working capital requirements of the business;

-     The acquisition of Southern Cross Diagnostics in March 2026;

-     The Preferential Subscription Rights issue in March 2026;

-     No further additional external funding has been forecast.

 

As such, the forecast prepared by the Group shows that it is able to cover its
cash needs during the financial year 2026 up until April 2027.

2.4  Business combinations

Business combinations are accounted for using the purchase method (see
IFRS 3).

Each time it acquires a company or group of companies constituting a business,
the Group identifies and measures the assets acquired and liabilities assumed,
most of which are carried at fair value. The difference between the fair value
of the consideration transferred, including the recognised amount of any
non-controlling interest in the acquiree, and the net amount recognised in
respect of the identifiable assets acquired and liabilities assumed measured
at fair value, is recognised as goodwill.

Pursuant to IFRS 3, the Group applies the following principles:

-     Transaction costs are recognised immediately as operating expenses
when incurred;

-     Any purchase price adjustment of an asset or a liability assumed is
estimated at fair value at the acquisition date, and the initial assessment
may only subsequently be adjusted against goodwill in the event of new
information related to facts and circumstances existing at the acquisition
date if this assessment occurs within the 12-month allocation period after the
acquisition date. Any adjustment of the financial liability recognised in
respect of an additional price subsequent to the intervening period or not
meeting these criteria is recognised in the Group's comprehensive income;

-     Any negative goodwill arising on acquisition is immediately
recognised as income; and

-     For step acquisitions, the achievement of control triggers the
remeasurement at fair value of the interest previously held by the Group in
profit or loss. Loss of control results in the remeasurement of the possible
residual interest at fair value in the same way.

For companies acquired during the year, only the results for the period
following the acquisition date are included in the consolidated income
statement.

 

2.5  Critical accounting judgements and key sources of estimate uncertainty

 

In the application of the Group's accounting policies, the Directors are
required to make judgements (other than those involving estimations) that have
a significant impact on the amounts recognised and to make estimates and
assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.

 

2.5.1  Critical accounting judgements

 

·    Trade and other receivables

An estimate of the risks of non-receipt based on commercial information,
current economic trends and the solvency of individual customers is made to
determine the need for impairment on a customer-by-customer basis. Management
use significant judgement in determining whether a credit loss provision is
required.

 

At the year end, the Group had trade receivables of £4,059k against which a
credit loss provision of £161k has been applied.

 

2.5.2  Key sources of estimation uncertainty

·    Measurement of goodwill

Goodwill is tested for impairment on an annual basis. The recoverable amount
of goodwill is determined mainly on the basis of forecasts of future cash
flows. The total amount of anticipated cash flows reflects Management's best
estimate of the future benefits and liabilities expected for the relevant CGU.
The assumptions used and the resulting estimates sometimes cover very long
periods, taking into account the technological, commercial and contractual
constraints associated with each CGU. These estimates are mainly subject to
assumptions in terms of volumes, selling prices and related production costs,
and the exchange rates of the currencies in which sales and purchases are
denominated. They are also subject to the discount rate used for each CGU.

 

The value of the goodwill is tested whenever there are indications of
impairment and reviewed at each annual closing date or more frequently should
this be justified by internal or external events.

 

The carrying amount of goodwill in the statement of financial position and
related impairment loss over the period is shown below:

 

 Amounts in £'000                        Year ended    Year ended

31 December
31 December

2025
2024

 Goodwill Primer Design                 6,286         5,979
 Cumulative impairment of goodwill      -4,124        -3,922
 Net value                              2,162         2,057

 Goodwill IT-IS International           9,437         9,437
 Cumulative impairment of goodwill      -9,437        -9,437
 Net value                              -             -

 Goodwill Yourgene Health               11,852        11,852
 Cumulative impairment of goodwill      -11,852       -11,240
 Net value                              -             612

 Total goodwill                         2,162         2,669

 

 

3.  Operating segments
Segment reporting

Pursuant to IFRS 8, an operating segment is a component of an entity:

-     that engages in business activities from which it may earn revenues
and incur expenses (including revenues and expenses relating to transactions
with other components of the same entity);

-     whose operating results are regularly reviewed by the Group's Chief
Executive to make decisions regarding the allocation of resources to the
segment and to assess its performance; and

-     for which discrete financial information is available.

The Group has identified two operating segments, whose performance and
resources are monitored separately. Following the Group's decision to
discontinue the IT-IS International business in 2024, it has been treated as a
discontinued operation.

 

o     Yourgene Health

This segment represents the activities of Yourgene Health and its
subsidiaries, a genomics technology and services business, focussed on
delivering molecular diagnostic and screening solutions, across reproductive
health and precision medicine, based throughout the world but with its
headquarters in Manchester, UK.

o     Primer Design

This segment represents the activities of Primer Design Ltd, which is a
designer, manufacturer and marketer of molecular 'real-time' qPCR testing
devices and reagents in the area of infectious diseases now based in
Manchester, UK.

The Group's central/corporate costs that are not allocated to individual
operating segments are shown below under Corporate. Where appropriate, costs
are recharged to individual operating segments via a management recharge
process.

Intercompany eliminations represent intercompany transactions across the Group
that have not been allocated to an individual operating segment. It is not a
discrete segment.

The Chief Operating Decision Maker is the Chief Executive Officer.

 

Headcount

The average headcount by segment is presented in the table below:

 

 Segment          2025  2024

 Yourgene Health  158   148
 Primer Design    37    48
 Corporate        21    19

 Total headcount  216   215

 

The reduction in Primer Design headcount reflects the impact of redundancy
programmes on the business.

 

IT-IS International headcount for 2024 is not included in the above table
since it is a discontinued operation.

 

 

Breakdown of revenue by operating segment and geographic area

 

o     Year ended 31 December 2025

 

 Amounts in £'000                  Yourgene Health  Primer Design   Total

 Geographical area
 United Kingdom                    3,415            773            4,188
 France                            1,901            154            2,055
 Europe (excluding UK and France)  3,194            802            3,996
 America                           2,044            858            2,902
 Asia-Pacific                      4,684            1,073          5,757
 Middle East                       500              145            645
 Africa                            232              254            486
 Total revenue                     15,970           4,059          20,029

 

o     Year ended 31 December 2024

 

 Amounts in £'000                      Yourgene Health  Primer Design      Total

 Geographical area
 United Kingdom                        3,326            1,102             4,428
 France                                2,214            333               2,547
 Europe (excluding UK and France)      2,879            699               3,578
 America                               1,906            772               2,678
 Asia-Pacific                          4,269            851               5,120
 Middle East                           523              235               758
 Africa                                167              354               521
 Total revenue                         15,284           4,346             19,630

 

 

Breakdown of result by operating segment

o     Year ended 31 December 2025

 

 Amounts in £'000                                      Yourgene  Primer Design  Corporate  Intercompany   Total

Health

                                                                                           eliminations

 Revenue                                               15,970    4,059          -          -              20,029
 Cost of sales                                         -6,751    -685           -          21             -7,415
 Sales and marketing costs                             -3,867    -942           -478       -              -5,287
 Research and development                              -3,242    -554           -316       -              -4,112
 General and administrative                            -7,885    -2,700         -747       -              -11,332
 Governmental subsidies                                275       55             -          -              330

 Earnings before interest, tax,                        -5,500    -767           -1,541     21             -7,787

 depreciation and amortisation

 as per management reporting

 Depreciation and amortisation                                                                            -4,872

 Operating loss before other operating income/expense                                                     -12,659

 Other operating income                                                                                   395
 Other operating expenses                                                                                 -16,240

 Operating loss after other operating income/expense                                                      -28,504

 Financial income                                                                                         5,285
 Financial expense                                                                                        -4,127

 Loss before tax                                                                                          -27,346

 

 

Year ended 31 December 2024

 

 Amounts in £'000                                      Yourgene  Primer Design  Corporate  Intercompany   Total

Health

                                                                                           eliminations

 Revenue                                               15,284    4,346          -          -              19,630
 Cost of sales                                         -6,634    19,030         -          48             12,444
 Sales and marketing costs                             -4,035    -1,150         -317       9              -5,493
 Research and development                              -1,759    -745           -263       -              -2,767
 General and administrative                            -9,783    -22,665        -390       -43            -32,881

 Earnings before interest, tax,                        -6,927    -1,184         -970       14             -9,067

 depreciation and amortisation

 as per management reporting

 Depreciation and amortisation                                                                            -7,358

 Operating loss before other operating income/expense                                                     -16,425

 Other operating income                                                                                   128
 Other operating expenses                                                                                 -21,046

 Operating loss after other operating income/expense                                                      -37,343

 Financial income                                                                                         3,034
 Financial expenses                                                                                       -5,121

 Loss before tax                                                                                          -39,430

 

Assets and liabilities are not reported to the Chief Operating Decision Maker
on a segmental basis and are therefore not disclosed.

 

 

Breakdown of non-current assets by geographical area

The tables below exclude financial instruments and deferred tax assets.

o     Year ended 31 December 2025

 

 Amounts in £'000               United Kingdom  Rest of Europe  America  Asia-Pacific  Total

 Goodwill                       2,162           -               -        -             2,162
 Other intangible assets        1,094           -               271      -             1,365
 Property, plant and equipment  1,200           212             44       12            1,468
 Right-of-use assets            7,255           186             95       2             7,538

 Total                          11,711          398             410      14            12,533

 

o     Year ended 31 December 2024

 

 Amounts in £'000               United Kingdom  Rest of Europe  America  Asia-Pacific  Total

 Goodwill                       2,669           -               -        -             2,669
 Other intangible assets        15,666          -               1,909    -             17,575
 Property, plant and equipment  2,004           300             88       15            2,407
 Right-of-use assets            7,940           255             72       27            8,294

 Total                          28,279          555             2,069    42            30,945

 

4.  Cost of sales
 Amounts in £'000                              Year ended    Year ended

31 December
31 December

2025
2024

 Cost of inventories recognised as an expense  5,776         11,390
 Change in stock provision                     86            -5,790
 Freight costs                                 18            24
 Direct labour                                 1,200         1,535
 Product warranty                              -             -19,738
 Other                                         335           135

 Total cost of sales                           7,415         -12,444

 

Total cost of sales is largely flat year-on-year, excluding the impact of the
DHSC product warranty provision release in 2024 for £19,753k.

 

In 2024, the stock provision decreased by a net £5,790k because stock, which
had previously been provided for, was written off and disposed of following
the DHSC settlement, with the cost being charged to 'Cost of inventories
recognised as an expense' and a corresponding release of the stock provision
being made.

 

5.  General and administrative expenses

 

 Amounts in £'000                                                               Year ended    Year ended

31 December
31 December

2025
2024

 Purchases of non-stored raw materials and supplies                             514           583
 Lease and similar payments                                                     280           284
 Maintenance and repairs                                                        1,099         931
 Insurance premiums                                                             438           786
 Legal and professional fees                                                    2,031         1,811
 Banking services                                                               55            61
 Employee compensation and social security contributions                        5,876         6,552
 Depreciation and amortisation of property, plant and equipment and intangible  4,872         7,358
 assets
 DHSC bad debt write off                                                        -             19,964
 Management fees revenue to discontinued activities                             -             -296
 Other general and administrative expenses                                      1,039         2,205

 Total general and administrative expenses                                      16,204        40,239

 

The main driver for the year-on-year decrease in general and administrative
expenses relates to the bad debt write off of £19,964k in 2024.

 

Labour costs have decreased year-on-year due to a reduction in headcount
following the Group-wide restructuring.

 

Depreciation and amortisation of property, plant and equipment and intangible
assets decreased in 2025 due to disposal of assets as part of site
consolidations across the Group.

 

Legal and professional fees include advisors' fees, audit fees and legal fees.

 

Other general and administrative expenses include building rates, regulatory
fees, loss on disposal of fixed assets and IT expenses.

 

 

 

 

 

6.  Other operating income and expenses

 

 Amounts in £'000                                        Year ended         Year ended

31 December 2025
31 December 2024

 Other operating income                                  395                128

 Total other operating income                            395                128

 Impairment of Yourgene Health goodwill and intangibles  -14,446            -11,240
 DHSC contract dispute costs                             -                  -7,273
 Restructuring expenses                                  -1,324             -1,242
 Acquisition related expenses                            -233               -67
 Loss on disposal of Taiwan subsidiaries                 -68                -861
 Other expenses                                          -169               -363

 Total other operating expenses                          -16,240            -21,046

 

Operating expenses

 

Following the conclusion of the impairment testing for the Yourgene Health
CGU, the remaining goodwill and all remaining applicable intangible assets
were fully impaired to nil.

 

2024 DHSC contract dispute costs relate to legal and professional fees and
product storage costs incurred in the resolution of the commercial dispute.
The settlement figure of £5,000k that was paid to the DHSC in July 2024 is
included within this category.

 

Restructuring expenses in 2025 and 2024 relate to Group-wide restructuring
charges, as the Group continues to reduce its cost base.

 

 

 

7.  Loss per share

The loss per share is calculated based on the weighted average number of
shares outstanding during the period. The diluted loss per share is calculated
based on the weighted average number of shares outstanding and the number of
shares issuable as a result of the conversion of dilutive financial
instruments. At 31 December 2025 there are no outstanding dilutive
instruments.

 

 Amounts in £'000                                                      Year ended    Year ended

31 December
31 December

2025
2024

 Net loss attributable to owners of the Company                        -22,883       -41,758
 Impact of dilutive instruments                                        -             -
 Net diluted loss attributable to owners of the Company                -22,883       -41,758

 Weighted average number of shares (actual amount)                     70,626,248    70,626,248
 Impact of dilutive instruments                                        -             -
 Weighted average number of diluted shares                             70,626,248    70,626,248

 Loss per share (£)                                                    -0.32         -0.59
 Diluted loss per share (£)                                            -0.32         -0.59

 Loss per share from continuing operations (£)                         -0.33         -0.55

-0.33

 Diluted loss per share from continuing operations (£)                               -0.55

 Profit / (loss) per share from discontinued operations (£)            0.01          -0.04

0.01

 Diluted profit / (loss) per share from discontinued operations (£)
             -0.04

 

8.  Goodwill

Goodwill is the difference recognised, upon consolidation of a company,
between the fair value of the purchase price of its shares and the net assets
acquired and liabilities assumed, measured in accordance with IFRS 3.

 

 Cost                                                                                 £'000
 At 1 January 2024                                                                    50,349

 Adjustment to the Yourgene Health goodwill resulting from the completion of          -7,475
 the purchase price allocation process
 Exchange differences                                                                 -919
 At 31 December 2024                                                                  41,955

 Exchange differences                                                                 1,061
 At 31 December 2025                                                                  43,016

 Accumulated impairment losses
 At 1 January 2024                                                                    -28,903

 Impairment of the Yourgene Health goodwill                                           -11,240
 Exchange differences                                                                 857
 At 31 December 2024                                                                  -39,286

 Impairment of the Yourgene Health goodwill                                           -613
 Exchange differences                                                                 -955
 At 31 December 2025                                                                  -40,854

 Carrying value
 At 31 December 2024                                                                  2,669
 At 31 December 2025                                                                  2,162

 

 

Primer Design

The impairment testing of the CGU as at 31 December 2025 was carried out using
the DCF method, with the key assumptions as follows:

o Five-year business plan;

o Extrapolation of cash flows beyond five years based on a growth rate of
1.5%; and

o Discount rate corresponding to the expected rate of return on the market for
a similar investment, regardless of funding sources, equal to 15.1%.

The implementation of this approach demonstrated that the value in use
amounted to £10,401k, which is higher than the carrying amount of all the
operating assets in the CGU. As such, no impairment charge was recognised in
the year ended 31 December 2025.

 

Yourgene Health

The impairment testing of the CGU as at 31 December 2025 was carried out using
the DCF method, with the key assumptions as follows:

o Five-year business plan;

o Extrapolation of cash flows beyond five years based on a growth rate of
1.5%; and

o Discount rate corresponding to the expected rate of return on the market for
a similar investment, regardless of funding sources, equal to 15.1%.

 

The implementation of this approach demonstrated that the value in use
amounted to £4,569k, which is lower than the carrying amount of all the
operating assets in the CGU. As such, an impairment charge of £14,446k was
recognised in the year ended 31 December 2025. This has resulted in the
remaining goodwill and all remaining applicable intangible assets being fully
impaired to nil, other than those intangible assets that are separately
assessed such as development costs.

 

9.  Trade and other receivables

 

 Amounts in £'000                    Year ended    Year ended

31 December
31 December

2025
2024

 Trade and other receivables        4,059         3,540
 Expected credit loss provision     -161          -302
 Tax receivables - Value Added Tax  548           1,004
 Other receivables                  148           475

 Total trade and other receivables  4,594         4,717

 

Trade and other receivables have increased slightly since December 2024 as a
result of higher revenue in November and December 2025 compared with November
and December 2024.

 

The 'Tax receivables - Value Added Tax' balance has reduced since December
2024 following receipt of a historic VAT repayment claim from HMRC in the UK.

 

Trade receivables balances are due within one year. Once an invoice is more
than 90 days overdue, it is deemed more likely to default and as such, these
invoices have been provided for in full as part of an expected credit loss
model, except where Management have reviewed and judged otherwise.

 

 

 

The movement in the expected credit loss provision is shown below:

                                                        Year ended    Year ended

31 December
31 December

2025
2024

 Amounts in £'000

 Balance at the beginning of the period                302           223
 Impairment losses recognised                          537           569
 Amounts written off during the year as uncollectible  -20           -11
 Impairment losses derecognised                        -32           -40
 Amounts recovered during the year                     -625          -446
 Impact of foreign exchange                            -1            7

 Balance at the end of the period                      161           302

 

The split by maturity of the clients' receivables is presented below:

 

                                     Year ended    Year ended

31 December
31 December

2025
2024

 Amounts in £'000

                                    3,405         2,848

 Less than one month
 Between one and three months       422           389
 Between three months and one year  194           278
 More than one year                 38            25

 Balance at the end of the period   4,059         3,540

10.  Lease liabilities

The following tables show lease liabilities carried at amortised cost.

o     Maturities

 Amounts in £'000                            Year ended    Year ended

31 December
31 December

2025
2024

 Lease liabilities - Less than 1 year       856           1,257
 Lease liabilities - Between 1 and 5 years  3,688         3,011
 Lease liabilities - More than 5 years      5,906         7,610

 Total lease liabilities                    10,450        11,878

 

 

 

o     Change in lease liabilities in 2025 and 2024

 

 Amounts in £'000   Opening  Repayment  Non-cash movements  Sale of businesses  FX impact  Closing

 Changes in 2024    13,704   -1,862     787                 -751                -          11,878
 Changes in 2025    11,878   -1,936     502                 -                   6          10,450

 

The main liabilities relate to Skelton House and City Labs, two premises in
Manchester, UK, that have multi-year leases.

 

11.                     Provisions

The table below shows the nature of and changes in provisions for risks and
charges for the period from 1 January 2025 to 31 December 2025:

 

 Amounts in £'000                        At          Increases  Reversals  Reclass  Impact of foreign exchange

1 January

2025                                                                  At 31 December

2025

 Provision for retirement benefits       7           -          -7         -        -                           -
 Provisions for restoration of premises  1,459       97         -55        -15      -                           1,486

 Provisions long-term                    1,466       97         -61        -15      -1                          1,486

 Provisions for restoration of premises  233         -          -250       17       -                           -
 Provisions for litigation               500         -          -500       -        -                           -
 Provisions for product warranty         15          2          -          -        -                           17

 Provisions short-term                   748         2          -750       17       -                           17

 

 

 

 

 

 

The table below shows the nature of and changes in provisions for risks and
charges for the period from 1 January 2024 to 31 December 2024:

 

 Amounts in £'000                        At          Increases  Reversals  Reclass  Sales of businesses  Impact of foreign exchange

1 January

2024                                                                                       At 31 December

2024

 Provision for retirement benefits       7           -          -          -        -                    -                           7
 Provisions for restoration of premises  1,540       84         -20        -92      -45                  -8                          1,459

 Provisions long-term                    1,547       84         -20        -92      -45                  -8                          1,466

 Provisions for restoration of premises  36          141        -36        92       -                    -                           233
 Provisions for litigation               157         500        -157       -        -                    -                           500
 Provisions for product warranty         19,795      15         -19,795    -        -                    -                           15

 Provisions short-term                   19,988      656        -19,988    92       -                    -                           748

 

Provisions short-term have fallen since December 2024 predominantly as a
result of the closure of the Primer Design Eastleigh site and resolution of
the Health and Safety Executive ("HSE") litigation, whereby the corresponding
provisions for restoration of premises and litigation have been reversed.

 

Provisions chiefly cover:

-     Risks related to litigations;

-     The restoration expenses of the premises as per the lease
agreements; and

-     Product assurance warranties.

 

The provisions for the restoration of premises are an estimation of amounts
payable to cover dilapidations at the end of the rental periods, thus at the
following dates:

 

-     Yourgene Health: June 2028, March 2029, September 2029, and February
2037 as there are multiple sites that do not have co-terminus leases.

 

 

12.                     Trade and other liabilities
 Amounts in £'000                    Year ended    Year ended

31 December
31 December

2025
2024

 Trade payables                     1,317         462
 Accrued invoices                   2,543         2,433
 Payroll related liabilities        723           665
 Tax liabilities - Value Added Tax  68            195
 Other liabilities                  16            12

 Total trade and other liabilities  4,667         3,767

 

Total trade and other liabilities have increased since December 2024, due to
the timing of invoices received and paid.

 

13.  ISSUED CAPITAL AND RESERVES
13.1 Share capital

As of 31 December 2025 and 2024, the Company's share capital of
€4,708,416.54 was divided into 70,626,248 shares with a par value of 1/15th
of a Euro each.

The Company's share capital consists of one class of share. All outstanding
shares have been subscribed, called and paid.

 

                              Amount of share capital  Amount of share capital €'000    Unit value per share  Number of shares

                              £'000                                                     €                     issued
 Balance at 1 January 2024    4,053                    4,708                            0.07                  70,626,248

 Balance at 31 December 2024  4,053                    4,708                            0.07                  70,626,248

 Balance at 31 December 2025  4,053                    4,708                            0.07                  70,626,248

 

 

 

13.2 Other reserves
 Amounts in £'000

 Balance at 1 January 2024                                                 1,599

 Reserve payment in shares from "retained earnings"                        338
 Translation differences                                                   1,873
 Balance at 31 December 2024                                               3,810

 Reserve payment in shares from "retained earnings"                        339
 Reclassify reserve for payment in shares previously in retained earnings  18,363
 Translation differences                                                   -1,947
 Balance at 31 December 2025                                               20,565

13.3 Retained earnings/losses
 Amounts in £'000

 Balance at 1 January 2024                                      29,902

 Loss for the year                                             -41,758
 Other                                                         160
 Balance at 31 December 2024                                    -11,696

 Loss for the year                                             -22,883
 Reclassify reserve for payment in shares to "other reserves"  -18,363
 Balance at 31 December 2025                                   -52,942

 

 

14.                     Discontinued operations

During 2024, Novacyt commenced a strategic review of the business, which
included a review of the IT-IS International business. The outcome of the
review resulted in the closure of IT-IS International as the PCR
instrumentation market had become saturated, and the business had experienced
several consecutive loss-making years.

 

In accordance with IFRS 5, the net result of IT-IS International Ltd and Lab21
Healthcare Ltd have been reported in the line 'Loss from discontinued
operations' on the consolidated income statement.

 

The table below presents the detail of the loss generated by these businesses
as of 31 December 2025 and 2024:

 

 Amounts in £'000                                                 Year ended    Year ended

31 December
31 December
 Discontinued Operations
2025
2024

 Revenue                                                         -1            546
 Cost of sales                                                   -3            -862
 Gross loss                                                      -4            -316

 Sales, marketing and distribution expenses                      -             -181
 Research and development expenses                               -12           -309
 General and administrative expenses                             -117          -1,333
 Governmental subsidies                                          -             5

 Operating loss before other operating income/expense            -133          -2,134

 Other operating income                                          946           -
 Other operating expenses                                        -291          -805

 Operating profit / (loss) after other operating income/expense  522           -2,939

 Financial income                                                52            116
 Financial expense                                               -5            -237

 Profit / (loss) before tax                                      569           -3,060

 Taxation (expense) / income                                     -             -

 Profit / (loss) after tax from discontinued operations          569           -3,060

 

 

 

15.                     Notes to the cash flow statement

 

 Amounts in £'000                                                 Year ended    Year ended

31 December
31 December

2025
2024

 Loss for the year                                               -22,883       -41,758
 Profit / (loss) from discontinued operations                    569           -3,060
 Loss from continuing operations                                 -23,452       -38,698

 Adjustments for:
 Depreciation, amortisation, impairment loss and provisions      18,564        -202
 Unwinding of discount                                           96            84
 (Profit) / loss on disposal of assets                           -301          681
 Charges related to payment in shares (LTIP)                     339           338
 Other revenues and charges without cash impact                  393           697
 Income tax credit                                               -4,224        -732
 Operating cash flows before movements of working capital        -8,016        -40,892

 (Increase) / decrease in inventories (*)                        -269          660
 (Increase) / decrease in receivables                            -1,318        32,383
 Increase / (decrease) in payables                               948           -1,209
 Cash used in operations                                         -8,655        -9,058

 Income taxes received                                           57            373
 Finance costs                                                   -616          -1,138
 Net cash used in operating activities                           -9,214        -9,823
 Operating cash flows from discontinued operations               -209          -674
 Operating cash flows from continuing operations                 -9,005        -9,149

 

 

(*) The variation of the inventories value results from the following
movements:

 

 Amounts in £'000                                 Year ended    Year ended

31 December
31 December

2025
2024

 Decrease in the gross value of inventories       3,970         6,045
 Decrease in the stock provision                  -4,239        -5,385
 Total variation of the net value of inventories  -269          660

 

 

 

 

16.                     Related parties

Parties related to Novacyt SA are:

-     the managers, whose compensation is disclosed below; and

-     the Directors of Novacyt SA.

Remuneration of key management personnel

 

 Amounts in £'000                               Year ended    Year ended

31 December
31 December

2025
2024

 Fixed compensation and company cars           1,336         1,264
 Variable compensation                         260           160
 Social security contributions                 181           147
 Contributions to supplementary pension plans  74            57
 Cash based payment benefits - LTIP            -             15
 Total remuneration                            1,851         1,643

 

Aggregate Directors' remuneration

 

 Amounts in £'000                               Year ended    Year ended

31 December
31 December

2025
2024

 Fixed compensation and company cars           1,014         962
 Variable compensation                         140           90
 Social security contributions                 165           140
 Contributions to supplementary pension plans  38            28
 Total remuneration                            1,357         1,220

 

Other related party transactions

Yourgene Health invoiced £41k (excluding VAT) between January 2025 and
November 2025 for goods and services provided to MyHealthChecked plc, a
company for which Lyn Rees was a non-executive Director during that period.

 

 

17.                       Subsequent events

On 2 March 2026, Novacyt acquired, via its wholly owned subsidiary, Novacyt
Holdings UK Limited, the entire issued share capital of Southern Cross
Diagnostics Pty Ltd ("SCD"), a profitable distributor of diagnostic and life
science products, for an initial cash consideration of AUD$8.5m (equivalent to
approximately £4.4m or €5.1m). SCD is based in Sydney, Australia and has
been a distribution partner for Novacyt subsidiary Yourgene Health since its
acquisition of Elucigene Diagnostics in 2019.

 

Also on 2 March 2026, Novacyt announced that that it is undertaking a rights
issue, enabling Shareholders to elect to acquire new shares in the Company at
a price of €0.40 per share on the basis of one new share for every 36
existing shares, raising €784,736 through the issue of 1,961,840 new
ordinary shares.

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.   END  FR FFFEISAIAFIR



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