REG - OptiBiotix Health - Final Results
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RNS Number : 8580O OptiBiotix Health PLC 30 June 2025
OptiBiotix Health plc
("OptiBiotix" or the "Company" or the "Group")
Final results
Notice of Annual General Meeting & Investor Presentation
OptiBiotix Health plc (AIM: OPTI), a life sciences business developing
products which reduce hunger and food cravings, enhance the gut microbiome,
and sweet fibres as healthy sugar substitute announces its audited results for
the 12 months ended 31 December 2024.
Highlights
· £1,004k orders received with reportable revenue for the year up 35%
to £870k (2023: £644k)
· Sales and marketing investment in Ecommerce, India and the USA
starting to show strong returns across all areas of the business reducing
dependency on a small number of partners or territories:-
§ Ecommerce sales up from £186k to £387k (+108%) with Amazon sales up 156%
and a 290% increase in subscriptions
§ Launch of products in India with Morepen in December 2024 leading to £171k
of revenues, up from marginal revenues in 2023
§ Good early sales growth in Asia, albeit from a low base
§ First order received from a USA partner, Daily Nouri
· Launch of LeanBiome in MuscleTech, a market leader in sports
nutrition
· Clearance of the large stock overhang at Maxum (48mt) and Cambridge
Commodities (16mt) which has impacted on reportable revenues in the last few
years
· Fixed operating costs are slightly lower for the year £1,605k (2023:
£1,662k). We anticipate fixed costs to reduce in 2025 through reductions in
PR, Broker and staff costs
· The Company ended 2024 with a strong balance sheet of £9m (2023:
£9.4m), a strong cash position of £739k (2023: £635k), no debt and a
growing pipeline of existing customers reordering and new customers looking to
launch
Post period end
· The recovery in sales in 2023 and sales growth in 2024 has continued
into 2025 with order book for Q1 2025 higher than the sales achieved H1
2024.
· Launch of multiple SlimBiome® containing products on Amazon India
· Launch of first product in the USA, a FeelFull prebiotic lemonade
containing SlimBiome®, by Daily Nouri
· Launch of products containing SlimBiome® with a NASDAQ listed
partner
· First order from a leading weight management brand in the USA looking
to launch two products containing SlimBiome online and subsequently in Walmart
USA
· New six metric tonne order received from Brenntag in Q2, the
Company's new Australian distributor
· New customers in Asia in 2025 at various stages of product
development and launch ensuring continued strong growth in this region
· Repeat order from Morepen in H1 with larger order expected in H2 as
the products enter retail. New product development underway to expand product
range
· Study published in European Journal of Nutrition looking at glycaemic
control and insulin response. Study conducted in partnership with leading US
weight management brand
· Successful placing to raise £750,000 in May 2025 to support sales
growth in the USA
· Ongoing discussions with a number of major brands to incorporate
SweetBiotix and microbiome modulators in their products
The Annual Report and Financial Statements, which will be sent to shareholders
today, contains a Notice of Annual General Meeting ("AGM") which will be held
at 12pm on 6 August 2025 at the offices of Walbrook PR, 75 King William St,
London, EC4N 7BE.
Investor briefing
Stephen O'Hara and his team will provide a live presentation to investors to
discuss the results via the Investor Meet Company platform on Thursday, 3
July 2025 at 2pm BST.
The presentation is open to all existing and potential shareholders. Questions
can be submitted pre-event via the Investor Meet Company dashboard up until
9am the day before the meeting or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to
meet OptiBiotix.
To register for the presentation, please use this link:
https://www.investormeetcompany.com/optibiotix-health-plc/register-investor
(https://www.investormeetcompany.com/optibiotix-health-plc/register-investor)
Stephen O'Hara, CEO of OptiBiotix Health plc said: "After restructuring the
management team in 2023 and focus on investing in key strategic markets in the
USA, India, and ecommerce, 2024 has seen strong sales growth across all areas
of these businesses. Sales have continued to grow in 2025 and should
accelerate as we see the full year effect of 2024 launches, new partners
launching products in the USA and Asia, and ecommerce continuing its growth
trajectory with the launch of products on Amazon India.
"Our investments in sales and marketing are starting to deliver a
multi-channel, multi territory revenue stream, reducing reliance on a single
partner or territory. We continue to see sales momentum building across all
areas with Q1 sales and orders in 2025 higher than H2 2024 and continuing in
Q2. This has been helped by a 6mt order from Brenntag in Australia. We are
particularly pleased to have cleared the large stock overhang held in
Australia and the UK which has impacted on reportable revenues in the last few
years.
"As the Company reduces its PR, broker, and staff costs and its investment in
marketing and R&D, and continues to grow its top line and improves
margins, all parts of the business should become profitable and the Group
generate positive cashflow.
"This means we enter 2025 with a strong balance sheet (£9m) and cash position
(2024: £739k; 2023: £635k) no debt, a strong order book supported by a
pipeline of existing customers reordering, new customers looking to launch,
and appreciating assets through our shareholdings in PBX and SBTX.
"On behalf of the Board, I would like to thank our shareholders for their
patience and ongoing support, and anticipate continuing on an upward
trajectory for the remainder of 2025 and beyond."
This announcement contains information which, prior to its disclosure, was
considered inside information for the purposes of the UK Market Abuse
Regulation and the Directors of the Company are responsible for the release of
this announcement.
Forward-Looking Statements
Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions security holders and
prospective security holders not to place undue reliance on these
forward-looking statements, which reflect the view of the Company only as of
the date of this announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the statements are
made. The Company will not undertake any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of this
announcement except as required by law or by any appropriate regulatory
authority.
For further information, please contact:
OptiBiotix Health plc www.optibiotix.com (http://www.optibiotix.com/)
Neil Davidson, Chairman Contact via Walbrook below
Stephen O'Hara, Chief Executive
Cairn Financial Advisers LLP (NOMAD & Broker) Tel: 020 7213 0880
Liam Murray / Jo Turner / Ludovico Lazzaretti
Walbrook PR Ltd Mob: 07876 741 001
Anna Dunphy
About OptiBiotix - www.optibiotix.com (http://www.optibiotix.com/)
OptiBiotix Health plc (AIM: OPTI), which was formed in March 2012, brings
science to the development of compounds which modify the human microbiome -
the collective genome of the microbes in the body - in order to prevent and
manage human disease and promote wellness.
OptiBiotix has an extensive R&D programme working with leading academics
in the development of microbial strains, compounds, and formulations which are
used as active ingredients and supplements. More than twenty international
food and healthcare supplement companies have signed agreements with
OptiBiotix to incorporate their human microbiome modulators into a wide range
of food products and drinks.
OptiBiotix is also developing its own range of consumer supplements and health
products. The Company's current areas of focus include obesity, cardiovascular
health, and diabetes.
Chairman's report
This has been a year of strong sales growth and good strategic progress,
delivering against the major objectives we set ourselves for 2024: increasing
our number of partners and sales in our key target markets of the USA and
Asia, growing our direct-to-consumer sales through investment in e-commerce
channels, and increasing sales of both final branded and white label products
containing our ingredients so as to deliver a dual income stream.
Strategy and business development
From its inception, the business has had a clear strategic focus on developing
unique products with proven functional benefits in high growth markets around
the world, and balancing risk and reward by building sales of its
first-generation products while developing more innovative second-generation
products with even greater potential.
Heightened industry and consumer awareness of the importance of reducing
hunger in achieving weight management has driven growing appreciation of the
benefits of our key first-generation product SlimBiome®, whose effectiveness
in reducing hunger and food cravings has been proven in multiple human
studies. These have allowed us to gain regulatory approval in many territories
worldwide that permit us to make on-pack health claims that distinguish
SlimBiome® from competing products. This in turn is helping us to attract
stronger business partners who are willing to make investments in marketing to
drive sales growth, laying the foundations for a substantial global business
in the years ahead.
At the same time, we have progressed discussions with a number of major
partners to bring our second-generation products to market, presenting
opportunities that are potentially transformational for the Company and
shareholders alike. We remain confident that these discussions will lead to a
successful outcome.
Results
The strong sales momentum re-established after our management change early in
2023 continued into 2024 with orders increasing by 56% to £1,004k and
delivered sales up by 35% to £870k. Selling costs have increased to £651k
(2023: £125k). Fixed operating costs remain flat for the year at £1,605k
(2023: £1,661k) and should reduce through 2025 with actions already taken to
reduce in PR, Broker and staff costs.
Selling costs increased as planned due to investments in sales and marketing
in India with Morepen, setting up cost for Amazon India, and online sales in
China and Europe. These investments have led to increased revenue growth
across all parts of the business. As we continue to grow sales and improve
margins whilst reducing fixed costs (PR, Broker, R&D, staff), and our
continued investment in marketing, all parts of the business and the Group
should become profitable
We continue to enjoy a strong balance sheet, with gross assets at the year-end
of £9m (2023: £9.4m) and cash of £739k (2023: £635k).
The Board
David Blain was appointed to the Board as Finance Director and Company
Secretary on 7 January 2025. He brings to us extensive financial, commercial
and board experience with a range of private and public companies including
Iksuda Therapeutics Ltd, Applied Graphene Materials plc, Nanoco Group plc and
Inspired Capital plc. In his part-time role with us he will focus on enhancing
our divisional P&L accounting and improving the control of costs
throughout the Group, with the aim of moving each division and ultimately the
Group to profitability. David joined the Company on 1 November 2024, prior to
Graham Myers' retirement from the Board on 30 November 2024. Graham joined us
in the part-time role of Finance Director a year earlier, and had resigned due
to other commitments. We are grateful to Graham for his contribution to the
business and wish him well for the future.
Outlook
We made a very strong start to the new financial year, with our order book for
Q1 2025 surpassing the sales we achieved in H1 2024. We are beginning to see
returns from the investments we have made to grow our business in India, the
USA, Asia and Ecommerce with growing sales in all parts of the business.
Having sales and manufacturing in multiple territories helps mitigate risk
from country specific tariffs or regional disputes which have become more
common in recent times. Building our ecommerce channels has demanded a
significant initial investment in marketing to build awareness and brand
recognition and create interest and drive sales growth. As we convert an
increasing proportion of our ecommerce customers to subscribers, marketing
expenditure is expected to decrease and we believe that we can look forward to
all parts of the business becoming profitable and generating positive
cashflow.
R C N Davidson
Chairman
27 June 2025
Chief Executive Officer's report
We have made excellent commercial progress during 2025, with our investments
in the key strategic markets of India, the USA and Asia delivering larger
partners who are investing in marketing our products, leading to strong sales
and early repeat orders. Our key first-generation products are well positioned
to benefit from growing industry and consumer interest in the suppression of
hunger and appetite as a route to managing weight with on-pack health claims
that give us a key point of difference. The clearance of a substantial stock
overhang during the year has eliminated a significant drag on our reported
sales and we entered 2025 with a strong order pipeline. Our focus is now on
improving margins and reducing costs to bring the business to profitability,
while we continue to develop the huge potential of SlimBiome in managing
hunger in a market with strong consumer interest, WellBiome in improving gut
health, and our second-generation product portfolio.
Strategic overview
OptiBiotix Health (AIM: OPTI) is a life sciences business focused on the
development of products which reduce hunger and food cravings, enhance the gut
microbiome, and provide a healthy substitute for sugar.
Our strategic approach has been designed to reduce risk and maximise
opportunities for investors by recognising the challenges inherent in bringing
new technologies and products to a naturally conservative global food market,
where consistency and risk avoidance are key and the acceptance of new
products is notoriously slow.
Since our inception we have developed an extensive portfolio of microbiome
assets including not just prebiotic products like SlimBiome(®),
WellBiome(®), SweetBiotix(®) and Microbiome modulators within our core OPTI
business, but also skincare through SkinBioTherapeutics PLC (SBTX) and
probiotics through ProBiotix Health plc (PBX). Together these create a diverse
portfolio of tangible assets in an emerging area of healthcare that is of
growing interest in consumer markets throughout the world. We are pleased to
note strong commercial progress made by both SBTX and PBX during the year, and
we see considerable potential for further growth in both these companies in
the future. As sales continue to grow and these companies reach
profitability we expect their value to increase. This gives us the potential
to realise value through the sale of shares, so as to reduce our need to
fundraise in a volatile market, or to return cash to our shareholders through
an ad hoc dividend.
Within OptiBiotix, our strategy is to focus on global markets with exceptional
growth potential and to target these with a diverse portfolio of highly
differentiated, clinically proven and patented products. These products have
been developed to anticipate and align with global megatrends and growing
market needs as illustrated by the following market reports:
· Proven scientific and clinical efficacy is a key consumer requirement
in purchasing health products: The top wellness trends in 2024 | McKinsey
(https://urldefense.proofpoint.com/v2/url?u=https-3A__www.mckinsey.com_industries_consumer-2Dpackaged-2Dgoods_our-2Dinsights_the-2Dtrends-2Ddefining-2Dthe-2D1-2Dpoint-2D8-2Dtrillion-2Ddollar-2Dglobal-2Dwellness-2Dmarket-2Din-2D2024&d=DwMGaQ&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=qE1yMNvX8OUmO7FV4SLAuFx81K4O8nrPcCbRUEpXKXA&m=x0OrsmcGfE8jAd14hj-cz8eye9XcK05jc6O4fCP_mOrGHEhlJ3RXq9BMEujA4xUq&s=FC_TXaVnZkV8g8I907MpAl7i6P5khyhVLkSIrVYhT6g&e=)
· Natural weight management/appetite suppressants like SlimBiome®:
https://www.verifiedmarketreports.com/product/appetite-suppressants-market/
(https://www.verifiedmarketreports.com/product/appetite-suppressants-market/)
· Digestive Health and the Microbiome (WellBiome®, Microbiome
modulators): Ten Key Health and Nutrition Trends for 2024 - KHNI (kerry.com)
(https://urldefense.proofpoint.com/v2/url?u=https-3A__khni.kerry.com_trends-2Dand-2Dinsights_ten-2Dkey-2Dhealth-2Dand-2Dnutrition-2Dtrends-2Dof-2Dthis-2Dyear_&d=DwMGaQ&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=qE1yMNvX8OUmO7FV4SLAuFx81K4O8nrPcCbRUEpXKXA&m=x0OrsmcGfE8jAd14hj-cz8eye9XcK05jc6O4fCP_mOrGHEhlJ3RXq9BMEujA4xUq&s=A0M8oxdbSnuWU4HGewB_s8L4UoaqgBulULboMaRzevo&e=)
· Sugar reduction (SweetBiotix®): Ten Key Health and Nutrition Trends
for 2024 - KHNI (kerry.com)
(https://urldefense.proofpoint.com/v2/url?u=https-3A__khni.kerry.com_trends-2Dand-2Dinsights_ten-2Dkey-2Dhealth-2Dand-2Dnutrition-2Dtrends-2Dof-2Dthis-2Dyear_&d=DwMGaQ&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=qE1yMNvX8OUmO7FV4SLAuFx81K4O8nrPcCbRUEpXKXA&m=x0OrsmcGfE8jAd14hj-cz8eye9XcK05jc6O4fCP_mOrGHEhlJ3RXq9BMEujA4xUq&s=A0M8oxdbSnuWU4HGewB_s8L4UoaqgBulULboMaRzevo&e=)
The years we have spent undertaking clinical studies to establish robust
health claims for our first-generation products mean that SlimBiome® has now
achieved scientific credibility and acceptance by major partners and consumers
as a proven aid to weight management. This has allowed us to gain regulatory
approval in multiple international territories across Europe, North America,
Asia and Australasia for on-pack health claims which are key to
differentiating our product from competitors in a large but crowded
marketplace. We note that one of the USA's biggest weight management brands
has placed an order to include SlimBiome in their products with on pack
reference to studies showing a 73% and 82% reduction in hunger. This partner
intends to launch products in Walmart stores. We have also successfully
extended our technology into new channels such as sports nutrition with
LeanBiome(®) already incorporated into two of the world's leading sports
nutrition brands, Myprotein and MuscleTech, and into new product areas such as
gut and digestive health with WellBiome®.
The last year has seen a significant change in industry and consumer awareness
of the impact of reducing hunger and cravings on weight management, something
OptiBiotix first reported in consumer studies on its SlimBiome® product as
long ago as 2016 (announced: 6 September 2016). This interest in bringing
functionality, like reducing hunger and cravings, into weight management has
meant that traditional brands like Slimfast and Weightwatchers who have not
focused on these areas have lost market share and opened up new opportunities
for functional products. Confirmation of the ability of SlimBiome® to
reduce hunger and cravings through a series of independent human studies,
published in peer reviewed journals, is enabling us to attract international
partners, who are willing to invest significant amounts in advertising to
quickly grow their market share and so increase the potential for strong sales
growth.
Throughout the world, increasing governmental, medical, scientific, media and
consumer interest in the growing challenge of obesity has helped OptiBiotix in
raising awareness of the potential for our clinically proven product,
SlimBiome(®), which works in a similar way to injectable weight loss GLP-1
agonists like Semaglutide, marketed as Ozempic and Wegovy, in reducing hunger
and cravings to support weight loss in overweight individuals by reducing
hunger and cravings - but in a totally natural, non-invasive way, and without
any adverse side effects.
News releases from Universities highlighting the potential for SlimBiome® as
a natural alternative to Ozempic and Wegovy helped us to secure a number of
interviews with specialist journalists and a notable article appeared in the
August 2024 issue of Nutrition Industry Executive (NIE), a publication widely
read by industry decision-makers in the USA.
While OptiBiotix's commercial focus has been on overweight individuals, recent
work with dieticians at a speciality London obesity clinic has indicated that
SlimBiome® may have potential as an adjunct to treatment with Ozempic/Wegovy.
Reports suggest that patients taking anti-obesity drugs often experience a
decreasing effect over time, despite increasing their dose. To counter this, a
small number of patients were given SlimBiome® with patients reporting an
enhanced appetite suppressant effect. Work is ongoing to explore whether
SlimBiome® combined with Ozempic may help to reduce drug dosage (and cost)
and enhance or prolong the appetite suppressant effect of these anti-obesity
drugs.
The high market valuations attached to potentially effective weight management
products was underlined in March 2025 by the collaboration agreement signed
between the Swiss drug manufacturer Roche and Zealand Pharma of Denmark for
the development of Zealand's drug Petrelintide, worth up to US$5.3 billion:
https://www.reuters.com/business/healthcare-pharmaceuticals/roche-develop-commercialize-obesity-drug-with-zealand-pharma-2025-03-12/
(https://www.reuters.com/business/healthcare-pharmaceuticals/roche-develop-commercialize-obesity-drug-with-zealand-pharma-2025-03-12/)
.
The Group now has approved health claims, a broad IP portfolio, a network of
manufacturing and distribution partners, and is growing its brands in multiple
markets around the world. Whilst building sales in diverse international
markets takes longer than just building sales in home markets, it reduces the
risk of our products being copied in other territories and builds multiple
revenue streams. This creates the foundations for a substantial global
business in the years ahead.
The Group is at a significant point with its second-generation products, with
discussions ongoing with a number of major partners, including two well-known
brands of popular beverages, which we hope will lead to material news flow in
the near future. These brands are interested in a range of our products which
cross over different parts of their businesses. We are pleased to report
that our SweetBiotix(®) products have now been tested by an independent
expert tasting panel and in a range of branded drinks, dairy products and as a
bulk product and have shown significant taste advantages over sugar. Partner
testing has shown similar results.
We are continuing to work with DSM-Firmenich and a manufacturer who supplies
products to major corporates like Unilever which uses 10,000 metric tonnes of
sugar per annum in addition to a number of other companies looking to
incorporate SweetBiotix(®) into their products.
The substitution of sugar with SweetBiotix(®) in partner products is a
complex process requiring input from multiple teams within large companies
(R&D, regulatory, product innovation/ development, IP/legal,
manufacturing, commercial etc) often with conflicting priorities. Whilst
frustrated by the length of time this process is taking, we are pleased at the
level of engagement and the steady progress being made, and we are confident
of a successful outcome. A number of these partners are global brands
and have strict confidentiality conditions in place and regularly screen for
use of their names in chat rooms and other media forums. We ask investors to
understand our need to respect our commitment to our confidentiality
agreements to protect their interests and avoid damaging our commercial
relationships.
We also continue to see very significant further potential for revenue growth
and value creation through the development of microbiome modulators, which
apply our unique patented technologies to precision engineer the human
microbiome to enhance those microbes that deliver health benefits. This is an
emerging field of research and development for both the food and
pharmaceutical industries, which we believe offers the opportunity to
transform healthcare.
Scientific overview
Our recent R&D activities have focused on the following areas:
SlimBiome(®)
Double blind, controlled human intervention studies on the impact of a single
dose of SlimBiome(®) intake on glycaemic and insulin response, and measures
of fullness and hunger over a 2.5 hour period have been completed in:
· 16 healthy weight adults (University of Roehampton): showing a
significant impact on insulin response, a significant reduction in hunger and
an increase in fulness. This has been accepted for publication in the European
Journal of Clinical Nutrition, one of the leading journals in its field.
· 20 overweight adults (Brunel University of London): showing a
significant reduction in hunger. We are submitting this study for publication
in the Journal of Functional Foods.
The first study has been accepted for a presentation by Prof. Adle Constabile
at the International Prebiotic Association conference in June 2025. We are
awaiting the outcome of the second study which was submitted for a
presentation at the Nutrition Society summer meeting in 2025. These studies,
presentations, and publications are important in marketing and to substantiate
health claims by regulatory bodies.
WellBiome®
We have undertaken a study on the impact of WellBiome(®) in a novel in
vitro model of the human gut. The main aims of the study focus on:
· The impact of WellBiome(®) on microbiome composition and short chain
fatty acid production in conditions simulating the three parts of the human
large intestine.
· The impact of WellBiome® fibres (XOS, inulin) individually on the
above-mentioned parameters to demonstrate the superior performance of
WellBiome(®).
Result analysis is ongoing. Data shared to date show a superior impact of
WellBiome(®) compared to Inulin and XOS:
· It supports gut microbiome stability in all gut areas.
· It supports beneficial bacteria (bifidobacteria) in all gut areas.
· It reduces potentially pathogenic bacteria.
· It increases short chain fatty acid synthesis in all gut areas.
This study has been accepted for poster presentation at the International
Prebiotic Association conference in June 2025.
On the basis of the above preliminary outcomes, we have been approached by the
MiGut research group in the University of Leeds to support a grant application
looking into the impact of WellBiome(®) in promoting gut microbiome
resilience and stability during antibiotic intake. We will be investigating
both a prophylactic and a treatment effect in gut models. The global
antibiotic-associated diarrhoea (AAD) treatment market is projected to grow
from $1.43 billion in 2024 to $4.62 billion by 2034, with a compound annual
growth rate (CAGR) of 12.4% (FactMR, 2025).
Additionally, we are submitting a further BBSRC/MRC grant application for a
clinical study looking at the impact of WellBiome(®) intake eight weeks prior
to open heart surgery in patients. This study has NHS ethics approval and was
delayed due to change in universities from the principal investigator. It
would be a double-blind placebo control and primary outcomes will be relevant
to time in ICU, post operative recovery, and complication occurrence among
others. Data will additionally be correlated to a very large NHS database of
past operations whereby we can patient match for outcomes. If positive, this
could be a very high impact study for WellBiome(®).
Consumer Health and Ecommerce
We made significant investments in our Ecommerce business during 2024 to drive
direct-to- consumer sales as a strategic move to reduce reliance on retail
partners and increase profit margins. The Consumer Health division has the
advantage of receiving online sales income immediately and allows more control
over the Company's brands, IP and messaging whilst reducing reliance on
distributors to grow our brands.
This investment drove a 108% increase in total Ecommerce sales during the year
to £387k (2023: £186k). The largest single area of growth was Amazon, where
our sales increased by 156%. Sales in China grew by 28% and direct sales
through our own website by 5%. In terms of profitability, our own website was
profitable every month and overall in 2024 due to its low marketing spend;
China was profitable for seven out of the twelve months and recorded a small
overall loss for the year; while Amazon was loss-making every month due to the
significant investment in marketing needed to grow the customer base.
As we grow our subscriber base and increase sales from repeat purchases,
marketing costs should reduce as a percentage of sales which should lead us to
profitability on Amazon. The Company has successfully moved to the Fulfilment
By Amazon model ('FBA') which allows customers to receive faster delivery
through Prime accounts. This has helped Amazon subscriptions increase from 82
to 320 (a 290% increase) with subscriptions now making up just under 30% of
our overall Amazon sales and SlimBiome® consistently ranked among Amazon's
top best sellers for anti-appetite-suppressants.
North America
We have made good progress towards our strategic goals of increasing our
number of partners and growing our sales within the USA, the world's largest
economy.
At the beginning of the year we were pleased to announce the launch of
LeanBiome® in MuscleTech's Nitro Tech Ripped range, a premium protein powder
designed to support athletes who want to lose fat and build lean muscle.
MuscleTech defines itself as the No.1 selling Bodybuilding Supplement Brand in
America - https://www.muscletech.ca/research/
(https://www.muscletech.ca/research/) - and the inclusion of LeanBiome® in
this leading global sports brand is a significant endorsement of our product.
This means that LeanBiome® is now included in two leading sports nutrition
brands, Myprotein and MuscleTech, a global market worth $45.2bn in 2023 and
expected to grow at a CAGR of 7.5% per annum to 2030 (Grand View Research,
2023).
In Q4 we received our first order of just under one metric tonne of
SlimBiome® from Daily Nouri, a well-regarded US brand known for its
science-backed, clinically supported probiotic and prebiotic solutions
impacting on gut health. These are sold through its own online store, Amazon
and major retailers including Walmart and Albertsons. This order was in
preparation for the launch in February 2025 of a new FeelFull prebiotic
lemonade drink containing SlimBiome®, with on-pack health claims which state
daily use supports 'reduced appetite and cravings' and a 'feeling of fulness'
supported by our own multiple clinical studies.
We are also working with two additional partners in the USA who expect to
launch in 2025. One is a NASDAQ listed USA e-commerce and direct selling
company to which we supply a tomato soup final product containing SlimBiome®,
and the other is one of the largest players in the US weight management
market. The launch of products with either partner will increase brand
awareness of SlimBiome® in the USA and drive further partner interest.
Discussions are also ongoing with a number of large US partners to
commercialise our second-generation SweetBiotix® sugar substitute and
microbiome modulators.
As we grow our sales in the USA, particularly in the light of constantly
changing tariffs, we will need to warehouse stock and set up a USA subsidiary
to support the short lead times required by retailers and ecommerce partners.
We believe our North America business has taken a significant step forward in
2024 and we expect it to be profitable in 2025 and making a material
contribution to overall profitability going forward in subsequent years.
OptiBiotix Health India
India is already the most populous nation on Earth, with 1.4bn consumers, a
growing middle class population and an obesity prevalence of more than 40%,
presenting a huge area of opportunity for weight management products.
Our business took a material step forward with the announcement in March 2024
of a major new partnership with Morepen to sell products containing
SlimBiome® under the Dr Morepen brand, which is an established, well-known
and trusted brand in the Indian market. In December we were pleased to
announce the launch of Dr Morepen's newly developed LightLife brand, initially
comprising six products containing SlimBiome®, supported by a comprehensive
marketing plan with a shared budget of over £1.5m with OptiBiotix's
contribution linked to receipt of orders. LightLife is being positioned as
India's first 360° weight management plan and is being sold through Morepen's
own website, all major ecommerce platforms in India, and will be available in
more than 5,000 pharmacies across all the key cities in the country by late
2025.
We believe that our agreement with Morepen and the upcoming launch of more
products under the Dr Morepen brand, plus other partner launches and the
reorder of products by Apollo Pharmacies, could generate significant
revenues.
During the year we have enjoyed continued steady growth in revenues with our
partners in Vietnam, Thailand, Indonesia, Malaysia and Singapore, engaging
customers who are launching new products in the region.
Australia
We have cleared the substantial stock overhang held in Australia by our former
distribution partner Maxum and secured a new partnership agreement with a
larger company, Brenntag, a €9.2bn specialist ingredient and pharmaceutical
supplier. We have continued to grow sales of our OptiBiome® prebiotic fibre
(an alternative trademark to SlimBiome®) to our partner Optipharm in their
Optislim and Optiman ranges, and are actively seeking additional partners in
Australia to reduce the risk always associated with reliance on a single major
partner in any market.
Results
Our order book and delivered sales grew strongly throughout the year, with
total revenues increasing by 35% to £870k (2023: £644k). Orders increased at
an even faster rate, growing by 56% to £1,004k with £134k of orders carried
forward for delivery in 2025.
Just under half our total revenues during the year were generated by
Ecommerce, with India and business-to-business ingredient sales in Europe and
Asia making up just under 40%. Licence fees received accounted for over 10% of
revenues, with only a small sales contribution from the USA.
During the year we finally cleared a large overhang which at one stage reached
64 metric tonnes of SlimBiome® stock purchased during the Covid years of
2020/2021 by our partners Maxum in Australia and Cambridge Commodities in the
UK. This overhang meant that sales from these partners to their customers were
not fully recognised in our 2024 accounts, while our gross margins were
impacted by our repurchase of some of this stock at its original sale price
for supply to other customers in Asia, Europe and the USA at a slightly higher
price. We anticipate margin to recover in H2 2025 now that this stock overhang
has been cleared,
Selling costs increased as planned due to investments in sales and marketing
in India with Morepen, setting up cost for Amazon India, and online sales in
China and Europe. As a result of these investments, we are seeing revenue
growth accelerate into 2025 across all parts of the business.
Other operating costs remain flat for the year at £1,605k (2023: £1,661k)
despite now carrying full cost for employees previously shared with ProBiotix
Health plc. We anticipate fixed costs to reduce in 2025 through actions
initiated earlier in the year to lower PR, Broker and staff costs. The
Company has a small team considering we have products in numerous
geographies. Currently it stands at two non executive directors, eight full
time employees, and a part time Finance director, who all work from home,
significantly reducing infrastructure costs. Staff costs will reduce further
in July 2025 as we remove the need for an inhouse regulatory employee.
As we continue to grow sales and improve margins whilst reducing fixed costs
(PR, Broker, R&D, staff), and investment in marketing all parts of the
business and the Group should become profitable.
The Company remains in robust financial health with the balance sheet showing
gross assets of £9m (2023: £9.4m), no debt and net cash at the year-end of
£739k (2023: £635k). Since the year-end the Company has sold 2,248,389 SBTX
shares at an average price of 22p, generating gross proceeds of just over
£500k and raised a further £750k in May 2025 via a placing.
Outlook
The current financial year has started strongly, fuelled by continued consumer
demand in our ecommerce channels, and new orders and reorders from India, the
USA and Asia.
Last year's strong sales growth in Ecommerce has continued to date and is
expected to accelerate with the recent launch of products on Amazon India,
where we are focusing on building awareness to generate sales, gain reviews
and ultimately win subscriptions. We are also broadening our offer to
consumers with the launch of a new raspberry SnackSmart SlimBiome®
Indulgence bar, which tasting suggest will be our most popular product
yet. Such product launches maintain consumer interest through the normal,
seasonal dips and troughs in the weight management market, and help to drive
an increase in average order value. We believe that further investment in
Ecommerce will accelerate revenue growth through this channel.
In North America, the initial launch through Daily Nouri's own online store
and Amazon USA of FeelFull prebiotic lemonade drink has generated excellent
consumer reviews and further orders for SlimBiome®.
We were pleased to announce on 15 April 2025 that we had received our first
order for SlimBiome® from a leading US weight management brand, following
more than 18 months of work with the brand on human studies that allow it to
make scientifically substantiated health claims of hunger control on its
products in the USA. These provide it with a key point of difference from
other products on the market. The company intends to launch in Walmart in
H2, which if successful they claim is likely to require the delivery of 4
metric tonnes of SlimBiome per month. If successful, this is another
agreement which has the potential to make a material change to OptiBiotix's
revenues in years ahead.
Post period we have progressed the establishment of a new subsidiary in the
USA and warehousing allowing us to meet the forecast volumes and short lead
times required by retailers and ecommerce partners. We expect to launch
products containing SlimBiome® with other US partners and continue
discussions with a number of partners on the commercialisation of
SweetBiotix® and microbiome modulators.
We continue to make good progress in the key strategic market of India,
following a multichannel approach that embraces both business-to-business
sales and direct sales to consumers through multiple channels and partners.
Our partnership with Morepen continues to grow with the launch of their
LightLife product range containing SlimBiome® proving successful and leading
to reorders in Q1 2025. Since the beginning of the year our wholly owned
subsidiary OptiBiotix India has announced the launch on Amazon India of a
range of meal replacement and flavoured shot products containing SlimBiome®
under the GoFigure® brand. We believe that with the right investment Amazon
India offers huge potential and this launch is an important step forward in
building a presence for the Company's products in this key market. At the
same time, we have repackaged and relaunched the GoFigure® range sold through
Apollo Pharmacies across India to give added prominence to Tata Chemicals'
proprietary Fossence® ingredient, which is well known and respected by Indian
consumers, under the partnership agreement we signed with Tata in 2023.
Clearance of the substantial SlimBiome® stock overhang during 2024 should see
an increase in sales revenues and gross margins from sale of this product to
our partners during the current year. We are also pleased that Brenntag, a
€9.2bn specialist ingredient and pharmaceutical supplier, has now replaced
our former partner Maxum as our SlimBiome® distributor in Australia, and is
actively looking for new partners in this region.
Our new partnerships in the USA and with Morepen in India both have the
potential to generate multimillion pound revenues. With the launch of sales
through Amazon India, and more launches with other partners anticipated in the
USA, we expect our businesses in both the USA and India to grow rapidly in
2025 and beyond. The removal of the substantial SlimBiome® stock overhang,
which has impacted our reported sales from 2021/2022 has already led to a 6
metric ton order from Brenntag in 2025. We are seeing good early sales
growth in Asia, albeit from a low base, and we hope the launch of our
raspberry Indulgence bar and other products throughout our ecommerce sites
should contribute to further growth in 2025 and beyond.
The global weight management market is undergoing radical change due to the
huge rise in popularity of weight loss drugs: a shift underlined by
WeightWatchers preparing to file for bankruptcy and Glanbia looking to offload
its SlimFast brand. Whilst UK sales through retailers are a relatively small
part of our business, and are expected to reduce further as a proportion going
forward, investors should expect to see our UK retail customers rebranding and
relaunching their white label products containing our ingredients in response
to these market trends. Given the strong and differentiated health claims we
can make, we regard this as a growth opportunity for OptiBiotix.
We also expect to benefit from the global shift in the weight management
market away from meal replacement products and towards appetite-suppressing
drinks, where we have a unique proposition in SlimBiome® and can earn
significantly higher margins. We are seeing strong interest in both our first-
and second-generation products from major beverage companies which are looking
to enter and gain positions through the acquisition of new ingredients and/or
companies in the fast-growing prebiotic soda market - see: The Rise of
Prebiotic Sodas | Insights from FedUp Foods
(https://www.fedupfoods.co/insights/the-rise-of-prebiotic-sodas) . This has
seen companies like Pepsico acquire
Poppi https://www.benzinga.com/news/large-cap/25/03/44358047/pepsico-bets-big-on-prebiotic-sodas-with-1-95-billion-poppi-acquisition-details#
(https://www.benzinga.com/news/large-cap/25/03/44358047/pepsico-bets-big-on-prebiotic-sodas-with-1-95-billion-poppi-acquisition-details)
and Coca-Cola respond with its own brand, called Simply Pop:
see Coca-Cola launches Simply Pop prebiotic soda to rival Olipop, Poppi
(https://www.cnbc.com/2025/02/18/coca-cola-launches-simply-pop-prebiotic-soda-to-rival-olipop-poppi.html)
and Coca-Cola Enters the Prebiotic Soda Market with Simply Pop, Challenging
Olipop and Poppi
(https://www.tridge.com/stories/coca-cola-enters-the-prebiotic-soda-market-with-simply-pop-challenging-olipop-and-poppi)
.
The addition of functional ingredients to traditional foods and beverages is a
growing trend and one in which OptiBiotix, with its strong history of science
and clinical studies supporting its products, is well placed.
We are pleased by the high level of corporate interest in our
second-generation products but frustrated by the time it is taking to progress
to the launch of an application containing these products. However, we
recognise the more innovative the product the more cautious large brands can
be in being first mover in a very conservative food industry, but are
confident of success.
Given the high customer ratings our products enjoy, and our unique position in
being able to make evidence-based health claims for reducing hunger and food
cravings, we have the potential to build a very successful and profitable
business with our first-generation products, with our potentially even more
exciting second-generation products still to come.
Growing volatility in the world with regional disputes and tariffs means
shipping companies are taking longer to fill cargoes and there are long
customs delays at USA ports which have the potential to impact on lead times
and delay some orders, particularly to the USA. This is compounded in the
USA as we have a growing number of ecommerce (e.g Nouri) and major brands who
supply retail partners (e.g Walmart) who require a 2-3 lead time for orders.
To mitigate this risk we are leasing a US warehousing and logistics facility
who can warehouse 5-10 metric tonnes of SlimBiome in the USA and support the
lead-times required. The Company also believes having sales and manufacturing
in multiple territories helps mitigate risk from country specific tariffs or
regional disputes which have become more common in recent times.
With our sales growing strongly, and significant further product opportunities
still before us, we are confident that OptiBiotix has the potential to deliver
substantial growth in shareholder value in the years ahead.
Stephen
O'Hara
Chief Executive
27 June 2025
Consolidated Statement of Comprehensive Income
Notes Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Revenue from contracts with customers 3 870 644
Cost of sales (539) (324)
─────── ───────
Gross profit 331 320
Selling Costs 651 125
R&D and patent costs 294 223
Share based payments 47 6
Other operating costs 1,605 1,662
Total administrative expenses (2,597) (2,016)
─────── ───────
Operating loss 6 (2,266) (1,696)
Finance income 5 1 1
─────── ───────
1 1
Share of loss from associate 11 (350) (323)
Gain/(loss) on investments 11 486 (513)
Profit on disposal of investments 263 488
─────── ───────
Profit/(Loss) before tax (1,866) (2,043)
Taxation 7 61 4
─────── ───────
Total comprehensive income for the period (1,805) (2,039)
═══════ ═══════
Total comprehensive income attributable to:
Owners of the company (1,805) (2,039)
─────── ───────
Earnings per share from continued operations
Basic loss per share 8 (1.84)p (2.24)p
═══════ ═══════
Consolidated Statement of Financial Position
Notes As at As at
31 December 2024 31 December 2023
ASSETS £'000 £'000
Non-current assets
Intangibles 9 1,117 1,331
Investments 11 4,049 3,887
Investment in associate 11 2,456 2,806
─────── ───────
7,622 8,024
─────── ───────
CURRENT ASSETS
Inventories 12 230 188
Trade and other receivables 13 433 460
Current tax asset 7 21 97
Cash and cash equivalents 14 739 635
─────── ───────
1,423 1,380
─────── ───────
TOTAL ASSETS 9,045 9,404
═══════ ═══════
EQUITY
Shareholders' Equity
Called up share capital 15 1,959 1,824
Share premium 15 4,107 2,958
Share based payment reserve 21 247 772
Merger relief reserve 16 1,500 1,500
Retained Earnings 16 585 1,818
─────── ───────
Total Equity 8,398 8,872
─────── ───────
LIABILITIES
Current liabilities
Trade and other payables 17 368 180
─────── ───────
368 180
─────── ───────
Non - current liabilities
Deferred tax liability 18 279 352
─────── ───────
279 352
─────── ───────
TOTAL LIABILITIES 647 532
─────── ───────
TOTAL EQUITY AND LIABILITIES 9,045 9,404
═══════ ═══════
Consolidated Statement of Changes in Equity
Share-based
Called up Payment reserve Merger Relief Reserve
Share capital Retained Earnings Share Total
Premium equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December 2022 1,824 3,684 2,958 939 1,500 10,905
Loss for the year - (2,039) - - - (2,039)
Movement on reserves - 173 - (173) - -
Share options and warrants - - - 6 - 6
───── ────── ───── ───── ───── ──────
Balance at 31 December 2023 1,824 1,818 2,958 772 1,500 8,872
Loss for the year - (1,805) - - - (1,805)
Movement on reserves - 572 - (572) - -
Share Options and warrants - - - 47 - 47
Issue of shares during the year 135 - 1,215 - - 1,350
Fundraising commission - - (66) - - (66)
───── ────── ───── ───── ───── ──────
Balance at 31 December 2024 1,959 585 4,107 247 1,500 8,398
═════ ══════ ═════ ═════ ═════ ══════
Consolidated Statement of Cash Flows
Notes Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Opening Cash 635 1,052
Operating activities
Operating loss (2,266) (1,695)
Amortisation 209 205
Impairment of patents 4 4
Share based payments 47 6
Movement on inventory (41) (10)
Decrease in receivables 31 61
Increase in payables 184 (98)
Tax received 64 -
────── ──────
Net cashflow from operating activities (1,768) (1,527)
────── ──────
Investing activities
Proceeds on disposal of investments 587 1,110
────── ──────
Net cash inflow from investing activities 587 1,110
Financing activities
Net proceeds from share issues 1,285 -
────── ──────
Net cash inflow from financing activities 1,285 -
────── ──────
Total movement 104 (417)
────── ──────
Cash and cash equivalents at end of period 1 739 635
══════ ══════
1. Cash and Cash Equivalents
Year ended
31 December Year ended
2024 31 December 2023
£'000 £'000
Cash and cash equivalents 739 635
═══════ ════════
Notes on the financial statements
1. General Information
OptiBiotix Health plc is a Public Limited Company limited by shares,
incorporated and domiciled in England and Wales. Details of the registered
office, the officers and advisers to the Company are presented on the company
information page at the start of this report. The Company's offices are at
Innovation Centre, Innovation Way, Heslington, York, YO10 5DG. The Company is
listed on the AIM market of the London Stock Exchange (ticker: OPTI).
The principal activity is that of identifying and developing microbial
strains, compounds, and formulations for use in food ingredients, supplements
and active compounds that can impact on human physiology, deriving potential
health benefits.
The figures for the years ended 31 December 2024 and 2023 do not constitute
statutory accounts within the meaning of Section 435 of the Companies Act
2006. The figures for the year ended 31 December 2024 have been extracted from
the statutory accounts for that year, on which the auditor has issued an
unqualified audit report which have yet to be delivered to the Registrar of
Companies. The figures for the year ended 31 December 2023 have been extracted
from the statutory accounts for that year which have been delivered to the
Registrar of Companies and on which the auditor has issued an unqualified
audit report. No statement has been made by the auditor under Section 498(2)
or (3) of the Companies Act 2006 in respect of either of these sets of
accounts. This announcement was approved by the board of directors on 27 June
2025 and authorised for issue on 30 June 2025.
The consolidated financial statements have been prepared in accordance with UK
adopted international accounting standards and the Companies Act 2006
applicable to companies reporting under UK adopted international accounting
standards. The information in this preliminary statement has been extracted
from the audited financial statements for the year ended 31 December 2024 and
as such, does not contain all the information required to be disclosed in the
financial statements prepared in accordance with UK adopted international
accounting standards and the Companies Act 2006 applicable to companies
reporting under UK adopted international accounting standards.
2. Accounting Policies
Statement of compliance
The consolidated and parent company financial statements of Optibiotix Health
Plc have been prepared in accordance with UK adopted international accounting
standards and the Companies Act 2006 applicable to companies reporting under
UK adopted international accounting standards.
Basis of preparation
The financial statements have been prepared under the historical cost
convention. The functional currency is GBP.
The principal accounting policies are summarised below. They have all been
applied consistently throughout the period under review. The results are
rounded to the nearest thousand.
Going concern
The financial statements have been prepared on the assumption that the Group
is a going concern. When assessing the foreseeable future, the Directors have
reviewed the cash at bank available at the date of this report and the
cashflow forecast for the next 12 months from the date of this report and are
satisfied that the Group should be able meet its liabilities as they fall due.
Results to date in 2025 indicate that revenue is likely to come through as
anticipated for the year. In the unlikely event that there is a decline in
revenue during the remainder of the year there are a number of mitigating
actions that could be taken by the Board to ensure that the Group and Company
continue as a going concern. To clarify, these mitigation actions are
considered as part of worst-case downside scenario assessments by the Board
noting no issues with regards to the going concern assessment hence the
Directors believe that the Group and the Company are a going concern.
After assessing the possible downside scenarios, the Directors have
a reasonable expectation that the Group and the Company have adequate
resources to continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt a going concern basis in preparing the
annual report and financial statements.
Standards, amendments and interpretations effective and adopted in 2024
The accounting policies adopted are consistent with those of the previous
financial year.
The Group has not early adopted any standards, amendments, or interpretations
that were issued but not yet effective as of 31 December 2024. These include
the amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates,
regarding lack of exchangeability, effective from 1 January 2025. Also issued
but not yet effective as at that date are IFRS 18 Presentation and Disclosure
in Financial Statements, IFRS 19 Subsidiaries without Public Accountability:
Disclosures, and various amendments to IFRS 9 and IFRS 7.
New standards and interpretations not yet adopted
The International Accounting Standards Board (IASB) has issued the following
standards, amendments and interpretations with an effective date after the
date of these consolidated financial statements. These are effective for
annual reporting periods beginning on or after the date indicated:
Standard/ amendment When issued Effective date (early application is possible unless otherwise noted) Standards/ Interpretations amended Standard withdrawn
IFRS 18 April 2024 01 January 2027 IFRS 1, IFRS 3, IFRS 5, IFRS 6, IFRS 7, IFRS 8, IFRS 9, IFRS 12, IFRS 13, IFRS IAS 1
Presentation and 14, IFRS 15, IFRS 16, IFRS 17, IAS 2, IAS 7, IAS 8, IAS 10, IAS 12, IAS 16,
Disclosure in Financial IAS 19, IAS 20, IAS 21, IAS 24, IAS 28, IAS 29, IAS 32, IAS 33, IAS 34, IAS
Statements 38, IAS 40, IAS 41, IFRIC 1, IFRIC 14, IFRIC 17, IFRIC 19, IFRIC 23, SIC-32
IFRS 19 Subsidiaries without Public Accountability: Disclosures May 2024 01 January 2027 IFRS 1, IFRS 5, IFRS 13, IFRS 17, IFRS 18, IAS 32, IAS 34, IFRIC 14
Amendments to the Classification and Measurement of Financial Instruments May 2024 01 January 2026 IFRS 7, IFRS 9, IFRS 19
Amendments to IFRS 9 and IFRS 7
Annual Improvements July 2024 01 January 2026 IFRS 1, IFRS 7,
to IFRS Accounting
IFRS 9, IFRS 10,
Standards-Volume 11
IAS 7
Contracts referencing Nature-dependent Electricity Amendments to IFRS 9 and December 2024 01 January 2026 IFRS 7, IFRS 9
IFRS 7
The Group is assessing the impact of these new standards and the Group's
financial reporting will be presented in accordance with these standards from
the effective date.
There are no other standard interpretations that are not yet effective that
would be expected to have a material impact on the Group.
The Directors anticipate that the adoption of these standards and the
interpretations in future period will have no material impact on the financial
statements of the company.
2.1 Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries) made up
to 31 December each year. The Group controls an investee when it is
exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over
the investee.
The results of subsidiaries acquired or disposed of during the year are
included in the consolidated statement of comprehensive income from the
effective date of acquisition or up to the effective date of disposal, as
appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into line with those used by
other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Changes in the Group's ownership interests in subsidiaries that do not result
in the Group losing control over the subsidiaries are accounted for as equity
transactions. The carrying amounts of the Group's interests and the
non-controlling interests are adjusted to reflect the changes in their
relative interests in the subsidiaries. Any difference between the amount by
which the non-controlling interests are adjusted and the fair value of the
consideration paid or received is recognised directly in equity and attributed
to owners of the Company.
When the Group loses control of a subsidiary, the profit or loss on disposal
is calculated as the difference between (i) the aggregate of the fair value of
the consideration received and the fair value of any retained interest and
(ii) the previous carrying amount of the assets (including goodwill), and
liabilities of the subsidiary and any non-controlling interests. Where certain
assets of the subsidiary are measured at revalued amounts or fair values and
the related cumulative gain or loss has been recognised in other comprehensive
income and accumulated in equity, the amounts previously recognised in other
comprehensive income and accumulated in equity are accounted for as if the
Company had directly disposed of the related assets (i.e. reclassified to
profit or loss or transferred directly to retained earnings).
The fair value of any investment retained in the former subsidiary at the date
when control is lost is regarded as the fair value on initial recognition for
subsequent accounting under IFRS 9 "Financial Instruments: Recognition and
Measurement" or, when applicable, the cost on initial recognition of an
investment in an associate or a jointly controlled entity.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The
consideration transferred in a business combination is measured at fair value,
which is calculated as the sum of the acquisition-date fair values of the
assets transferred by the Group, liabilities incurred by the group to the
former owners of the acquiree and the equity interests issued by the group in
exchange for control of the acquiree. Acquisition-related costs are recognised
in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities
assumed are recognised at their fair value at the acquisition date, except
that:
- deferred tax assets or liabilities and liabilities or assets
related to employee benefit arrangements are recognised and measured in
accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
- liabilities or equity instruments related to share-based payment
transactions of the acquiree or the replacement of an acquiree's share-based
payment transactions with share-based payment transactions of the group are
measured in accordance with IFRS 2 Share-based Payment at the acquisition
date; and
- assets (or disposal groups) that are classified as held for sale
in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations are measured in accordance with that standard.
Goodwill is measured as the excess of the sum
of the consideration transferred, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirer's previously held equity
interest in the acquiree (if any) over the net of the acquisition-date amounts
of the identifiable assets acquired and the liabilities assumed. If, after
assessment, the net of the acquisition-date amounts of the identifiable assets
acquired and liabilities assumed exceeds the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and
the fair value of the acquirer's previously held interest in the acquiree (if
any), the excess is recognised immediately in profit or loss as a bargain
purchase gain.
2.2 Revenue recognition
Revenue is measured at the fair value of sales of goods and services less
returns and sales taxes. The Group has analysed its business activities and
applied the five-step model prescribed by IFRS 15 to each material line of
business, as outlined below:
2.2.1 Sale of products
The contract to provide a product is established when the customer places a
purchase order. The performance obligation is to provide the product requested
by an agreed date, and the transaction price is the value of the product as
stated in our order acknowledgement. The performance obligation is typically
met when the product is dispatched and so revenue is primarily recognised for
each product when dispatching takes place. In some limited situations when the
product is complete but the customer is unable to take delivery the
performance obligation is met when the customer formally accepts transfer of
risk and control even though the product has not been dispatched.
2.2.2 License arrangements
Revenue is recognised when the customer obtains control of the rights to use
the IP. The performance obligations are considered to be distinct from any
ongoing distribution arrangements which are treated in line with sales of
products.
2.2.3 Milestone payments
Where the transaction price includes consideration that is contingent upon a
future event or circumstance, the contingent amount is allocated entirely to
that performance obligation if certain criteria are met. Revenue is recognised
at the point of time of the performance obligation being satisfied.
2.3 Investments in associates
Associates are those entities in which the Group has significant influence,
but not control or joint control over the financial and operating policies.
Significant influence is presumed to exist when the Group holds between 20 and
50 percent of the voting power of another entity. Investments in associates
are accounted for under the equity method and are recognised initially at
cost. The cost of the investment includes transaction costs.
The consolidated financial statements include the Group's share of profit or
loss and other comprehensive income of equity-accounted investees, after
adjustments to align the accounting policies with those of the Group, from the
date that significant influence commences until the date that significant
influence ceases.
When the Group's share of losses exceeds its interest in an equity-accounted
investee, the carrying amount of the investment, including any long-term
interests that form part thereof, is reduced to zero, and the recognition of
further losses is discontinued except to the extent that the Group has an
obligation or has made payments on behalf of the investee.
2.4 Investments at fair value
Equity investments are held at fair value at the balance sheet date with any
profit or loss for the year being taken to the Income statement. The value of
listed investments being calculated at the closing price on the balance sheet
date.
2.5 Employee Benefits
The Group operates a defined contribution pension scheme. Contributions
payable by the Group's pension scheme are charged to the income statement in
the period in which they relate
2.6 Taxation
Income tax expense represents the sum of the tax currently
payable and deferred tax.
(i) Current tax
Current taxes are based on the results shown in
the financial statements and are calculated according to local tax rules using
tax rates enacted or substantially enacted by the statement of financial
position date.
Income tax is recognised in the income
statement or in equity if it relates to items that are recognised in the same
or a different period, directly in equity.
Current tax assets and liabilities for the
current and prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities.
(ii) Deferred tax
Deferred tax is provided, using the liability
method, on temporary differences at the statement of financial position date
between the tax base of assets and liabilities and their carrying amounts for
financial reporting purposes.
Deferred tax liabilities are recognised for all taxable
temporary differences.
Deferred tax assets are recognised for all
deductible temporary differences, carry forward of unused tax assets and
unused tax losses, to the extent that it is probable that taxable profit will
be available against which the deductible temporary differenced and the
carrying forward or unused tax assets and unused tax losses can be utilised.
The carrying amount of deferred tax assets is
reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all
or part of the deferred tax assets to be utilised. Conversely, previously
unrecognised deferred tax assets are recognised to the extent that it is
probable that sufficient taxable profit that sufficient taxable profit will be
available to allow all or part of the deferred tax asset to be utilised.
Deferred tax assets and liabilities are
measured at the tax rates that are expected to apply to the year when the
asset is realised or the liability is settled, based on the tax rates and tax
laws that have been enacted or substantively enacted at the balance sheet
date.
2.7 Financial instruments
Financial assets and financial liabilities are recognised when
the group becomes a party to the contractual provisions of the instrument.
2.8 Loans and receivables are initially measured at fair value and are
subsequently measured at amortised cost using the effective interest rate
method.
2.9 Equity investments comprise investments which do have a fixed maturity and
are classified as non current assets if they are intended to be held for the
medium to long term. They are measured at fair value through profit or
loss.
2.10 Trade receivables are initially measured at fair value and are
subsequently measured at amortised cost less appropriate provisions for credit
losses. Such provisions are recognised in the income statement.
2.11 Cash and cash equivalents comprise cash in hand and demand deposits and
other short-term highly liquid investments with maturities of three months or
less at inception that are readily convertible to a known amount of cash and
are subject to an insignificant risk of changes in value.
2.12 Trade payables are not interest-bearing and are initially valued at their
fair value and are subsequently measured at amortised cost.
2.13 Equity instruments are recorded at fair value, being the proceeds
received, net of direct issue costs.
2.14 Share Capital - Ordinary shares are classified as equity. Incremental
costs directly attributable to the issue of new shares or options are shown in
equity as a deduction, net of taxation, from the proceeds.
2.15 Financial instruments require classification of fair value as determined
by reference to the source of inputs used to derive the fair value. This
classification uses the following three-level hierarchy:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or
liabilities;
Level 2 - inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (i.e., as prices) or
indirectly (i.e., derived from prices);
Level 3 - inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
2.16 Inventory
Inventories are stated at the lower of cost and net realisable value. Cost is
determined using the first-in, first-out (FIFO) method. Net realisable value
is the estimated selling price in the ordinary course of business, less
applicable variable selling expenses.
2.17 Impairment of non-financial assets
At each statement of financial position date, the Group reviews the carrying
amounts of its investments to determine whether there is any indication that
those assets have suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the group estimates the
recoverable amount of the cash-generating unit to which the asset belongs. An
intangible asset with an indefinite useful life is tested for impairment
annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset
(cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised as an expense immediately, unless the relevant asset is
carried at a re-valued amount, in which case the impairment loss is treated as
a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (cash-generating unit) in prior years. A
reversal of an impairment loss is recognised as income immediately, unless the
relevant asset is carried at a revalued amount, in which case the reversal of
the impairment loss is treated as a revaluation increase.
2.18 Capital management
Capital is made up of stated capital, premium, other reserves
and retained earnings. The objective of the Group's capital management is to
ensure that it maintains strong credit ratings and capital ratios. This will
ensure that the business is correctly supported and shareholder value is
maximised.
The Group manages its capital structure through adjustments
that are dependent on economic conditions. In order to maintain or adjust
the capital structure, the Company may choose to change or amend dividend
payments to shareholders or issue new share capital to shareholders. There
were no changes to the objectives, policies or processes during the period
ended 31 December 2024.
2.19 Share-based compensation
The fair value of the employee and suppliers' services received in exchange
for the grant of the options is recognised as an expense. The total amount to
be expensed over the vesting year is determined by reference to the fair value
of the options granted, excluding the impact of any non-market vesting
conditions (for example, profitability and sales growth targets). Non-market
vesting conditions are included in assumptions about the number of options
that are expected to vest. At each statement of financial position date, the
entity revises its estimates of the number of options that are expected to
vest. It recognises the impact of the revision to original estimates, if any,
in the income statement, with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium when the options
are exercised.
The fair value of share-based payments recognised in the income statement is
measured by use of the Black Scholes model, which takes into account
conditions attached to the vesting and exercise of the equity instruments. The
expected life used in the model is adjusted; based on management's best
estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations. The share price volatility percentage factor used
in the calculation is based on management's best estimate of future share
price behaviour and is selected based on past experience, future expectations
and benchmarked against peer companies in the industry.
2.20 Property, plant and equipment
Property, plant and equipment are stated at historical cost less subsequent
accumulated depreciation and accumulated impairment losses, if any. Historical
cost includes expenditure that is directly attributable to the acquisition of
the items.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. All other repairs and maintenance are
charged to profit or loss during the financial period in which they are
incurred.
Depreciation on property, plant and equipment is calculated using the
straight-line method to write off their cost over their estimated useful lives
at the following annual rates:
Computer
equipment
30%
Useful lives and depreciation method are reviewed and adjusted if appropriate,
at the end of each reporting period.
An item of property, plant and equipment is derecognised upon disposal or when
no future economic benefits are expected to arise from the continued use of
the asset. Any gain or loss arising on the disposal or retirement of an item
of property, plant and equipment is determined as the difference between the
sales proceeds and the carrying amount of the relevant asset and is recognised
in profit or loss in the year in which the asset is derecognised.
2.21 Intangibles - Patents and trademarks
Patents acquired by way of the fair value uplift by way of the reverse merger
in 2014 have a finite useful life and are carried at cost less accumulated
amortisation. Amortisation is calculated using the straight line method to
allocate the cost of the these acquired patents over their estimated useful
life of twenty years once the patents have been granted.
Development costs for new patents and trademarks since 2014 that have been
capitalized in line with the recognition criteria of IAS38 have been estimated
to have a useful economic life of 10 years
2.22 Research and Development
Research expenditure is written off to the statement of comprehensive income
in the year in which it is incurred. Development expenditure is written off in
the same way unless the Directors are satisfied as to the technical,
commercial and financial viability of individual projects. In this situation,
the expenditure is deferred and amortised over the 10 years during which the
Company is expected to benefit.
2.23 Merger relief reserve
The merger relief reserve arises from the 100% acquisition of OptiBiotix
Limited whereby the excess of the fair value of the issued ordinary share
capital issued over the nominal value of these shares is transferred to this
reserve in accordance with section 612 of the Companies Act 2006.
2.24 Critical accounting judgments and key sources of estimation uncertainty
The preparation of the financial statements requires management to make
estimates and assumptions concerning the future that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts
of revenues and expenses during the reporting periods.
The resulting accounting estimates will, by definition, differ from the
related actual results.
· Share based payments
The fair value of share based payments recognised in the income statement is
measured by use of the Black Scholes model, which takes into account
conditions attached to the vesting and exercise of the equity instruments. The
expected life used in the model is adjusted; based on management's best
estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations. The share price volatility percentage factor used
in the calculation is based on management's best estimate of future share
price behaviour and is selected based on past experience, future expectations
and benchmarked against peer companies in the industry.
· Useful life of intangible assets
Management have estimated that the useful life of the fair value uplift of the
patents acquired by way of the reverse merger in 2014 to be 20 years.
Development costs of patents and trademarks since 2014 that have been
capitalized in line with the recognition criteria of IAS38 have been estimated
to have a useful economic life of 10 years. These estimates will be reviewed
annually and revised if the useful life is deemed to be lower based on the
trading business or any changes to patent law. The net book value of
intangible assets at the year-end was £1.117m, (2023: £1.331m)
· Impairment reviews
IFRS requires management to undertake an annual test for impairment of
indefinite lived assets and, for finite lived assets to test for impairment if
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Impairment testing is an area involving
management judgement, requiring assessment as to whether the carrying value of
assets can be supported by the net present value of future cash flows derived
from such assets using cash flow projections which have been discounted at an
appropriate rate. In calculating the net present value of the future cash
flows, certain assumptions are required to be made in respect of highly
uncertain matters. Assets under consideration are intangible assets on a Group
level and investments on a Company level
· Recognition and measurement of the investment in Probiotix Health plc
Management has reviewed the nature of the relationship with Probiotix Health
plc in line with the Group's interest moving from 100% to 44% by 31 March
2022. Management has had regard to the requirements of IFRS 10 to consider
the facts and circumstances of the relationship between Optibiotix and
Probiotix and not just the shareholding interest. In taking account of a
range of factors, including Optibiotix's minority representation on the
Probiotix board and the terms of a relationship agreement entered into between
the parties, management has concluded that Optibiotix has significant
influence over Probiotix but not control. This remains under continuing
review as facts and circumstances change.
As a result of the recognition of the Group's remaining 44% interest at 31
March
2022 at fair value the Group and Company balance sheet report material
investment holdings in Probiotix Health plc. Following the issue of shares in
September 2024 the Group's holding in associate decreased from 44% to
33.85%. As an associate, the Group's investment is equity accounted and the
Group's 33.85% share of loss was deducted from this carrying value.
The Directors have had regard to potential impairment of this asset. The
Directors believe there are no indicators which point to a potential adverse
impact on the asset.
3. Segmental Reporting
In the opinion of the Directors, the Group has one class of business, in five
geographical areas being that of identifying and developing microbial strains,
compounds and formulations for use in the nutraceutical industry. The Group
sells into four highly interconnected markets, all costs, assets and
liabilities are derived from the UK location.
Revenue analysed by geographical market
Year ended Year ended
31 December 31 December 2023
2024
£'000 £'000
UK 330 221
US 141 202
India 171 -
China 133 75
Rest of world 95 146
────── ──────
870 644
══════ ══════
During the reporting period one customer represented £121k (13.9%) of Group
revenues. (2023: one customer generated £104k representing 14.9% of Group
revenues).
4. Employees and Directors
Year ended Year ended
31 December 31 December 2023
2024
£'000 £'000
Wages and salaries 274 375
Directors' remuneration 445 272
Social security costs 80 54
Pension costs 30 19
────── ──────
829 720
══════ ══════
Within salaries and wages there is a charge of NIL (2023: £153k for
termination payments made to R Kamminga.)
All directors' salaries were reduced by 20% in 2023.
In addition to the costs disclosed above a further £89k (2023: £177k) of
employee costs have been recharged to Probiotix Health Plc under a shared
services agreement.
Year ended Year ended
31 December 31 December 2023
2024
No. No.
The average monthly number of employees during the period was as follows:
Group
Directors 5 5
Selling, General and Administration 5 5
────── ──────
10 10
══════ ══════
Company
Directors 5 5
───── ──────
5 5
══════ ══════
Directors' remuneration was as follows:
Year ended Year ended
31 December 31 December 2023
2024
£'000 £'000
Directors' remuneration 414 272
Directors' share based payments 45 -
Benefits in kind 5 5
Bonus 25 -
Pension 11 7
────── ──────
Total emoluments 500 284
══════ ══════
Emoluments paid to the highest paid director:
Remuneration for qualifying services 235 138
Company pension contributions to defined pension scheme 8 5
────── ──────
243 143
══════ ══════
Directors' remuneration
Details of emoluments received by Directors and key management of the Company
for the year ended 31 December 2024 are as follows:
Directors
Remuneration Share based Pension Costs Benefits in Kind Total Total
and fees payments 2023
£'000 £'000 £'000 £'000 £'000 £'000
S P O'Hara 235 39 8 4 286 147
M S Christie 29 - - - 29 20
R C N Davidson 66 - - - 66 44
S Kolyda 65 6 3 1 75 47
C Brinsmead - - - - - 11
S Hammond - - - - - 11
G Myers 44 - - - 44 4
Total 439 45 11 5 500 284
Benefits in kind relate to medical insurance. The number of directors to
whom retirement benefits were accruing was 2 (2023: 2).
5. Net Finance Income
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Finance Income:
Bank Interest 1 1
────── ──────
Net Finance Income 1 1
══════ ══════
6. Operating loss
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Operating loss is stated after charging/(crediting):
Auditor remuneration - audit fees (Group and Company accounts) 55 58
(Gain)/loss on disposal of fixed asset investments (486) 513
Amortisation of intangible assets (see note 9) 209 206
Impairment of intangible assets (see note 9) - (1)
Staff costs (see note 5) 829 720
Foreign exchange (gains)/losses (8) -
Research and development expense 108 40
Share-based payments 47 6
7. Corporation Tax
Corporation Tax
Year ended Year ended
31 December 31 December 2023
2024
£'000 £'000
Corporation tax credit (11) 17
Deferred tax movement 72 (13)
────── ──────
Total taxation 61 4
══════ ══════
Analysis of tax expense
No liability to UK corporation tax arose on ordinary activities
for the year ended 31 December 2024 nor for the year ended 31 December 2024.
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Loss on ordinary activities before income tax (1,866) (2,043)
═══════ ═══════
Loss on ordinary activities multiplied by the standard rate of corporation tax (467) (480)
in UK of 25% (2023 - 23.5%)
Effects of:
Disallowables 273 171
Income not taxable (380) (63)
Accelerated depreciation - -
R&D tax credit claimed - -
Amortisation 35 31
Revenue items capitalised - -
Other timing differences -
Unused tax losses carried forward 528 358
────── ──────
Tax (charge)/credit (11) 17
══════ ══════
The Group has estimated losses of £9.1m (2023: £7.6m) in respect of which a
deferred tax asset of £2.2m (2023: £1.9m) has not been recognised due to the
uncertainty of future taxable profits. The unrecognised deferred tax asset
has been assessed by reference to a rate of 25% which is the UK headline
corporation tax rate from 1 April 2023.
The Group submits claims for R&D tax credits in respect of its research
and development activities in respect of microbiome modulators and similar
products relating to the exploitation of its patent portfolio and potential
new patents arising from scientific research performed by Group employees and
its partners. Whilst the Board is confident of recovery of the estimated
R&D tax credit, there is no certainty that the receivable will be
recoverable until HMRC have approved the claim and the enquiry window is
closed. However, based on the Group's history of successful claims over a
number of years, the Board are satisfied that the tax receivable is
recoverable and appropriately recorded.
8. Earnings per share
Basic earnings per share is calculated by dividing the earnings
attributable shareholders by the weighted average number of ordinary shares
outstanding during the period.
Reconciliations are set out below:
2024
Weighted average
Basic and diluted EPS Earnings Number of shares Profit per-share
£'000 No. Pence
Basic EPS (1,805) 97,902,046 (1.84)p
══════ ════════ ══════
2023
Weighted average
Earnings Number of shares Profit per-share
£'000 £ Pence
Basic EPS (2,038) 90,190,661 (2.24)p
══════ ════════ ══════
Diluted earnings per share is the basic earnings per share
adjusted for the effect of the conversion into fully paid shares of the
weighted average number of share options outstanding during the year. The
Group was loss making for the years ended 31 December 2023 and 31 December
2024; therefore, the dilutive effect of share options has not been disclosed
since this would decrease the loss per share for each of the years reported.
As at 31 December 2024 there were 7,207,907 (2023: 7,082,907)
outstanding share options.
9. Intangible assets
Group Development Costs and Patents
£'000
Cost
At 31 December 2022 2,541
Impairment (4)
───────
At 31 December 2023 2,537
Impairment 5)
───────
At 31 December 2024 2,532
═══════
Amortisation
At 31 December 2022 1,001
Amortisation charge for the year 206
Amortisation eliminated on impairment (1)
───────
At 31 December 2023 1,206
Amortisation charge for the year 209
───────
At 31 December 2024 1,415
═══════
Carrying amount
At 31 December 2024 1,117
At 31 December 2023 1,331
═══════
The Company had no intangible assets during the reporting period.
Development costs and patents represent cost capitalised in respect of the
Group's intellectual property portfolio and includes the costs of registering
and maintaining patents as well as capitalised development costs. All
intangible assets relate to the Group's principal activities.
10. Property, plant and equipment
Group
£'000
Cost
At 31 December 2022 8
Additions -
Disposals -
───────
At 31 December 2023 8
Additions -
Disposals -
───────
At 31 December 2024 8
═══════
Depreciation
At 31 December 2022 8
Charge for the year -
───────
At 31 December 2023 8
Charge for the year
───────
At 31 December 2024 8
═══════
Carrying amount
At 31 December 2024 -
At 31 December 2023 -
═══════
The Company had no fixed assets during the reporting period.
11. Investments
Group
Set out below is the investment in Skinbiotherapeutics PLC. The investment was
treated as an associate of the Group until 2 November 2020, after which time
the shareholding dropped to 24.65% and recalculated as an equity investment.
The Group records its investment in Skinbiotherapeutics plc at fair value and
is remeasured by reference to its closing price on AIM at each reporting
date. The share price at 31 December 2024 was 18.5p.
During the year, 3,606,250 were disposed to generate gross proceeds of £587k
with original cost of £324k. At 31 December 2024 the holding stood at 9.58%
2024 2023
£'000 £'000
Investments
At the beginning of the period 3,887 5,022
Revaluations 486 -
(Loss)/Gain on investments - (513)
Disposal of shares during year (324) (622)
At 31 December 4,049 3,887
Investment in Associate
On 31 March 2022, ProBiotix Health Plc ("PBX") the parent company of ProBiotix
Limited listed on the AQSE Growth Market. The listing of PBX on AQSE, together
with the issue of a dividend in specie and issue of new shares, means that PBX
is now considered an associate for accounting purposes with its revenues and
costs removed post listing and only OptiBiotix's (44%) proportion of its
profit and loss included in the Group's accounts under the equity method of
accounting. The step-down from being a subsidiary to an associate resulted
in the revaluation of the remaining interest held in PBX at the listing price
and a gain on disposal of a subsidiary recognised in the income statement. A
gain of £21.647m was recorded in the income statement.
An assessment was undertaken to assess whether the Company had defacto control
over PBX during the period considering Board representation, financing
arrangements, the Relationship agreement and the other shareholdings in PBX.
Based on the assessment it was concluded that the Company only had significant
influence and that PBX was an associate in the period. The Relationship
agreement sets out costs that are being incurred by the Group that are being
recharged to PBX.
At 31 March 2022 the Group held 53,533,333 shares in Probiotix Health plc,
valued at the IPO price of 21p resulting in a deemed cost of investment in
associate of £11.24m.
Following the issue of shares in September 2024 the Group's holding in
associate decreased from 44% to 33.85%. As an associate, the Group's
investment is equity accounted and the Group's 33.85% share of loss was
deducted from this carrying value.
Investment in Associate
2024 2023
£'000 £'000
Investments
At the beginning of the period 2,806 3,129
Share of result for the period (see below) (350) (323)
At 31 December 2,456 2,806
PBX is registered in United Kingdom and is in the Health food sector.
Set out below is financial information on PBX set out in its IFRS financial
statements for the year to 31 December 2024.
2024 2023
£'000 £'000
Revenue 1,883 1,673
Loss from continuing operations (852) (729)
Total comprehensive loss (847) (735)
Current assets 1,934 1,871
Current Liabilities (194) (566)
Non-current liabilities (60) (97)
Share of total comprehensive loss (350) (323)
Company Investments
2024 2023
£'000 £'000
Listed Investments
At the beginning of the period 3,887 5,022
Revaluations 486 (513)
Disposal of shares during year (324) (622)
───── ─────
4,049 3,887
───── ─────
Investment in subsidiaries
At the beginning of the period 1,971 1,986
Impairment - (15)
───── ─────
1,971 1,971
───── ─────
At 31 December 6,020 5,858
Company Investment in Associate
2024 2023
£'000 £'000
At the beginning of the period 3,212 3,212
At 31 December 3,212 3,212
The Company holds listed investments at fair value, and investments in
subsidiaries and associates at cost less impairment. The fair value of the
Company's investment in Probiotix Health plc upon losing control was set as
deemed cost.
The Directors have had regard to potential impairment of the Group's
investment in Probiotix. The Directors believe there are no indicators which
point to a potential adverse impact on the asset.
The entities listed below have share capital consisting solely of ordinary
shares, which are held by the Group. The country of incorporation is also the
principal place of business, and the proportion of ownership interest is the
same as the proportion of voting rights held.
As at 31 December 2024 the Company directly held the following subsidiaries:
Name and Nature of Active / Dormant Country of incorporation Proportion of
Registered office address of company Business and place of business equity interest
OptiBiotix Limited Research & Development Active United Kingdom 100% of ordinary shares
Innovation Centre Innovation Way, Heslington, York, YO10 5DG
Optibiotix Health India Private Limited Health foods Active India 100% of ordinary shares
House NO.243, Mcd Colony, Vivekanand Puri Sarai
Rohilla City, Delhi CITY, DELHI, North Delhi, Delhi, India, 110007
The Healthy Weight Loss Company Limited was dissolved on 19 December 2023.
12. Inventories
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Finished goods 189 188 - -
Raw Materials 41 - - -
───── ───── ───── ─────
230 188 - -
══════ ══════ ══════ ══════
During the period £358k (2023: £334k) has been expensed to
the income statement.
13. Trade and other Receivables
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Current
Accounts receivable 314 345 9 18
Other receivables 110 97 8 12
Prepayments and accrued income 9 18 - 2
───── ───── ───── ─────
433 460 17 32
══════ ══════ ══════ ══════
During the year Optibiotix Health PLC recharged Probiotix Health PLC £30,000,
(2023 £15,000) for Directors' fees the balance owing at the year end was
£7,500 (2023: £15,000).
During the year Optibiotix Health PLC loaned Optibiotix Limited £1,400,000,
(2023 £1,223,340) to finance working capital costs. Optibiotix Limited
recharged Optibiotix Health PLC £623,247, (2023: £327,927) for salary costs.
The balance at the year end of £776,753(2023: £895,381) was cancelled. There
was no interest charged during the year. This does not impact on the
consolidated Group accounts.
During the year Optibiotix Health PLC loaned OptiBiotix India £150k for
marketing expenses. The balance at the year end was cancelled.
During the year Optibiotix Limited recharged Probiotix Health PLC £NIL,
(2022: £44,799) for directors' fees. The balance at the year end was £NIL,
(2023 £NIL). There was no interest charged during the year.
During the year Optibiotix Limited transactions with Probiotix Limited were as
follows: -
• £171,733 (2023: £490,786) for salaries and
administration costs;
• £NIL (2023: £67,700) income received on behalf
of Probiotix limited; and
• £202,948 (2023: £425,639) repayments received.
There was no interest charged during the year. The remaining balance of
£3,770 (2023: £27,617) was received after the year end.
14. Cash and Cash Equivalents
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Cash and bank balances 739 635 577 434
══════ ══════ ══════ ══════
All cash is held in demand deposits with large UK and Indian banks.
15. Called Up Share Capital
2024 2023
£'000 £'000
────── ──────
Allotted, called up and fully paid share capital 1,959 1,824
══════ ══════
2024 2023
Shares in issue
Opening balance 1 January 91,190,661 91,190,661
Share issue 6,752,500 -
────── ──────
Closing balance at 31 December 97,943,161 91,190,661
══════ ══════
2024 2023
Share Capital £'000 £'000
Opening balance 1 January 1,824 1,824
Share issue 135 -
────── ──────
Closing balance at 31 December 1,959 1,824
══════ ══════
2024 2023
Share Premium £'000 £'000
Opening balance 1 January 2,958 2,958
Share issue 1,149 -
────── ──────
Closing balance at 31 December 4,107 2,958
══════ ══════
On 28(th) March 2024 6,752,500 ordinary shares of £0.02 were issued at 20p
per share in respect of a placing and subscription.
16. Reserves
Share capital is the amount subscribed for shares at nominal value. Share
premium represents amounts subscribed for share capital in excess of nominal
value, net of expenses.
Merger relief reserve arises from the 100% acquisition of OptiBiotix
Limited on 5 August 2014 whereby the excess of the fair value of the issued
ordinary share capital issued over the nominal value of these shares is
transferred to this reserve in accordance with section 612 of the Companies
Act 2006.
Retained earnings represents the cumulative profits and losses of the Group
attributable to the owners of the company net of distributions paid.
Share based payment reserve represents the cumulative amounts charged in
respect of unsettled warrants and options issued.
17. Trade and other payables
Current:
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Accounts payable 270 56 17 7
- Accrued expenses 63 75 63 67
- Other payables 35 49 - 8
- ─────── ─────── ─────── ───────
Total trade and other payables 368 180 80 82
─────── ─────── ─────── ───────
18. Deferred Tax
Deferred tax is provided, using the liability method, on temporary differences
at the statement of financial position date between the tax base of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred tax is calculated in full on temporary differences under the
liability method using a tax rate of 25% (2023: 25%).
The movement on the deferred tax account is as shown below:
2024 2023
£'000 £'000
At 31 December 352 365
Movement in the period (73) (13)
────── ──────
At 31 December 279 352
══════ ══════
Deferred tax assets have not been recognised in respect of tax losses and
other temporary differences giving rise to deferred tax assets as the
Directors believe there is uncertainty over the timing of future taxable
profits. Further details of available losses are set out in note 7.
19. Related Party Disclosures
Transactions and balances with Probiotix Health Plc are set out in note 13.
Directors' remuneration has been fully disclosed in note 4
20. Ultimate Controlling Party
The Board considers that there is no overall controlling party.
21. Share Based payment Transactions
(i) Share options
The Company has a share option programme to
grant share options as an incentive for employees of the subsidiaries.
Each share option converts into one ordinary share of the Company on
exercise. No amounts are paid or payable by the recipient on receipt of the
option and the Company has no legal obligation to repurchase or settle the
options in cash. The options carry neither rights to dividends nor voting
rights prior to the date on which the options are exercised. Options may be
exercised at any time from the date of vesting to the date of expiry.
Movements in the number of share options outstanding and their related
weighted average exercise prices are as follows:
Number of options Average exercise price
2024 2023 2024 2023
No. No. £ £
Outstanding at the beginning of the period 6,857,907 7,182,907 0.08 0.092
Granted during the period 6,449,135 - - -
Forfeited/cancelled during the year (6,099,135) (325,000) 0.08 0.52
─────── ─────── ────── ──────
Outstanding at the end of the period 7,207,907 6,857,907 0.1562 0.08
─────── ─────── ────── ──────
Of the options in issue, 358,772 were issued at an exercise price of 20p per
share and are fully vested at the balance sheet date. These options expired
on 10 March 2025.
The options vested as follows: -
· 179,386 on a share price trigger of 40p per share;
· 89,693 on completion of the cholesterol human studies
· 89,693 on completion of the cholesterol human studies and release of
the results for a product containing a novel sugar
For share options issued in 2022 The Company agreed with a number of option
holders to surrender their existing options in return for Nominal Value
Options over half the number of shares of their existing options, which are
subject to a combination of performance and time-based vesting criteria. This
ensures a continued focus on commercial revenues and shareholder value
creation. New options will be granted on a similar basis going forward.
Options granted to non-executive directors will be subject to time-based
vesting.
Share options issued in 2024 vest as follows:-
· 6,099,135 vest on the 17 December 2025 being the first anniversary of
grant;
· 35,000 vest on 13 September 2025;
· 52,500 vest on 13 September 2026;
· 87500 vest on 13 September 2027;
· 35,000 vest if turnover from products including Slimbiome exceed £1m
in a 12 month period;
· 52,500 vest if turnover from products including Slimbiome exceed
£2.5m in a 12 month period;
· 87,500 vest if turnover from products including Slimbiome exceed £5m
in a 12 month period.
The share options outstanding at the period end had a weighted average
remaining contractual life of 3,398 days (2023: 475 days) and the maximum term
is 10 years.
The share price per share at 31/12/24 was £0.18 (31/12/2023: £0.27)
Where share options were cancelled and replaced with share options with
revised terms, the Board have considered this set of transactions as a
modification of share based payment arrangements and have therefore considered
whether any incremental value arises as a result of the grant of modified
awards. Having performed an assessment the Board have concluded that no
incremental value fair is required and therefore no charge has been
recognised. In respect of replacement options and new options issued in
2024 which include market based vesting conditions in respect of revenue
targets, the Board have determined that the value of this proportion of shares
have immaterial value in light of the Group's results for the 2024 accounting
period in which they were granted.
(i) Warrants
There were no warrants in issue at 31 December 2024.
22. Financial Risk Management Objectives and Policies
The Group's financial instruments comprise cash balances and
receivables and payables that arise directly from its operations.
The main risks the Group faces in respect of its financial
statements are liquidity risk and credit risk.
The Board regularly reviews and agrees policies for managing
each of these risks. The Group's policies for managing these risks are
summarised below and have been applied throughout the period.
Interest risk
The Group is not exposed to significant interest rate risk as
it has limited interest bearing liabilities at the year end.
The Group's financial assets do not bear interest.
Credit Risk
The Group try to limit the credit risk by dealing with larger
companies and also asking new smaller customers to provide a deposit with
the purchase order.
Management have regard to credit exposures when entering into
new contracts and seek to agree settlement terms on all contracts. Credit
exposure is regularly monitored by management and any overdue debts are
followed up as part of the Group's credit control procedures. Where a debt
becomes significantly overdue, management have regard to credit loss
provisions to reflect the existence of expected credit losses, taking account
of forward looking information as well as the pattern of cash collections for
that category of customer.
The Board consider a default to have occurred when a receivable
passes 60 days beyond agreed credit terms, at which point regard is had to the
specific characteristics of the debtor in assessing exposure to material
credit risk and therefore the requirement to create a loss provision.
Liquidity risk
Liquidity risk is the risk that Group will encounter difficulty
in meeting these obligations associated with financial liabilities.
The responsibility for liquidity risks management rest with the
Board of Directors, which has established appropriate liquidity risk
management framework for the management of the Group's short term and
long-term funding risks management requirements.
During the period under review, the Group has not utilised any
borrowing facilities.
The Group manages liquidity risks by maintaining adequate
reserves by continuously monitoring forecast and actual cash flows, and by
matching the maturity profiles of financial assets and liabilities.
Capital risk
The Group's objectives when managing capital are to safeguard the ability to
continue as a going concern in order to provide returns for shareholders and
benefits to other stakeholders and to maintain an optimal capital structure to
reduce the cost of capital.
23. Post Balance Sheet Events
On 7 January 2025 David Blain was appointed Director.
On 15 May 2025 the Group incorporated a new wholly owned
subsidiary named OptiBiotix Health USA Inc. The subsidiary was incorporated
in the USA and its registered office is Corporation Trust Center, 1209 Orange
Street, City of Wilmington, County of Newcastle, State of Delaware 19801.
The new subsidiary is located in Harris County, Texas and its activities will
involve supplying the Group's products to customers in the USA.
On 23 May 2025 the Company issued and allotted 5,357,143 shares
of 2 pence per share exercised at a price of 14 pence per share in the capital
of the company. As part of the Placing, the Company has issued one warrant for
every two new Ordinary Shares subscribed for (2,678,571 warrants), exercisable
at a price of 21 pence per share for a period of 3 years from the date of
admission.
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