REG - Provexis PLC - Half-year Financial Report
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RNS Number : 2879N Provexis PLC 31 December 2025
31 December 2025
Provexis plc
UNAUDITED INTERIM RESULTS FOR SIX MONTHS TO 30 SEPTEMBER 2025
Provexis plc ("Provexis" or the "Company"), the business that develops,
licenses and sells the proprietary, scientifically-proven Fruitflow®
heart-health functional food ingredient, announces its unaudited interim
results for the six months ended 30 September 2025.
Highlights
· Total revenue for the period £364k (six months ended 30
September 2024: £785k), including £302k from Fruitflow II SD (2024: £725k)
and £62k (2024: £60k) from Fruitflow+ Omega-3.
· On 29 October 2025 the Company announced in its full year results
statement that all of the remaining Fruitflow II SD inventory which the
Company purchased from DSM in 2023 and 2024 had been sold. A new production
run of Fruitflow II SD was completed in October 2025, two months later than
envisaged / booked, and this delay from a third party led to temporarily lower
sales in August and September 2025, prior to the new material being delivered.
· The Company has taken orders for and / or has sold several
hundred thousand pounds of Fruitflow II SD in the current period after 30
September 2025, and it is dealing with numerous sales enquiries from existing
and new customers for further direct sales of Fruitflow in 2026 and beyond.
· In this favourable context the Company is now planning with its
outsourced supply chain partners to undertake at least three further
production runs of Fruitflow II SD in the next twelve months, the first of
which is currently expected to be delivered in February 2026.
· The planned launch by BYHEALTH, a circa £2bn listed Chinese
dietary supplement business, of a number of Fruitflow based products in the
Chinese market has been progressing well, with potential sales volumes
remaining at a significant multiple of existing Fruitflow sales.
· BYHEALTH continues to work on an extensive regulatory submission
to the Chinese SAMR, seeking to establish a new permitted health function
claim for foods such as Fruitflow that can demonstrate an anti-platelet
effect. BYHEALTH has stated publicly that it has invested 'tens of millions of
funds' (RMB) in the research and development work. The Company and BYHEALTH
entered into a supply and distribution agreement for Fruitflow in 2021 and the
parties remain in close and constructive dialogue, at a high level. The
Company will provide shareholders with as much information as it can on the
timing of this commercially sensitive and potentially transformative project,
subject to the multi-party confidentiality arrangements which surround the
process.
· The Company's long term commercial partnership with dsm-firmenich
('DSM') has progressed well during the period, with continuing interest from
some significant global customers. The commercial partnership is based on: (i)
a Premix and Market-Ready Solutions supply agreement for Fruitflow II SD; and
(ii) the use of Fruitflow to confer health benefits in modulating the gut
microbiome of humans.
· Underlying operating loss* for the period of £155k (six months
ended 30 September 2024: £98k).
*Loss from operations, adjusted for non-cash share-based payments of £155k
(2024: £49k).
Provexis CEO Ian Ford commented:
'The Company is pleased to report on another strong period of progress.
The Company's long term commercial partnership with dsm-firmenich ('DSM') has
progressed well during the period, with continuing interest from some
significant global customers. The commercial partnership is based on: (i) a
Premix and Market-Ready Solutions supply agreement for Fruitflow II SD; and
(ii) the use of Fruitflow to confer health benefits in modulating the gut
microbiome of humans.
Provexis has been working with BYHEALTH for more than nine years to support
the planned launch of a number of Fruitflow based products in the Chinese
market. In August 2023 the Company was delighted to report that BYHEALTH had
submitted: i) the first application for a new permitted health function claim
and ii) some related product registration applications. BYHEALTH has noted
that it has been working on the project since 2015, with 'tens of millions of
funds' (RMB) invested by BYHEALTH in the research and development work. The
Company will provide shareholders with as much information as it can on the
timing of this commercially sensitive and potentially transformative project,
subject to the multi-party confidentiality arrangements which surround the
process.
The Company has developed a strong, long lasting and wide-ranging patent
portfolio for Fruitflow, and it owns outright four existing patent families
for Fruitflow. The new microbiome patent application takes this to a potential
total of five patent families, with potential patent protection now running
out to 2042. The four existing patent families have a truly global footprint,
and the Company also holds other valuable intellectual property and trade
secrets for Fruitflow. The intellectual property for Fruitflow is of
fundamental importance to the Company and its current and future commercial
partners, to include DSM and BYHEALTH, and it underpins the numerous
commercial opportunities which the Company and its partners are pursuing for
Fruitflow.
On 29 October 2025 the Company announced in its full year results statement
that all of the remaining Fruitflow II SD inventory which the Company
purchased from DSM in 2023 and 2024 had been sold. A new production run of
Fruitflow II SD was completed in October 2025, two months later than envisaged
/ booked, and this delay from a third party led to temporarily lower sales in
August and September 2025, prior to the new material being delivered.
The Company has taken orders for and / or has sold several hundred thousand
pounds of Fruitflow II SD in the current period after 30 September 2025, and
it is dealing with numerous sales enquiries from existing and new customers
for further direct sales of Fruitflow in 2026 and beyond.
In this favourable context the Company is now planning with its outsourced
supply chain partners to undertake at least three further production runs of
Fruitflow II SD in the next twelve months, the first of which is currently
expected to be delivered in February 2026.
The Company expects that (i) the significant changes to the sales and supply
chain structure for Fruitflow from January 2023, (ii) the gut microbiome
patent application and related long-term partnership with DSM and (iii) the
recent BYHEALTH regulatory developments in China will have a strongly
beneficial effect on the current and future commercial prospects for Fruitflow
and the business worldwide. The Company would like to thank its customers and
shareholders for their continued support, and the Board remains strongly
positive about the outlook for Fruitflow and the Provexis business for the
coming year and beyond.'
For further information please contact:
Provexis plc Tel: 07490 391888
Ian Ford, CEO enquiries@provexis.com
Dawson Buck, Non-executive Chairman
Allenby Capital Limited (Nominated Adviser and Broker) Tel: 020 3328 5656
Nick Naylor / Ashur Joseph
Chairman and CEO's statement
The Company has had an active and successful first six months of the year, and
it has made further progress with the commercial prospects of its innovative,
patented Fruitflow® heart-health ingredient.
DSM Nutritional Products - new agreements for Fruitflow®
Provexis entered into a long-term Alliance Agreement with DSM Nutritional
Products ('DSM'), which is part of DSM-Firmenich AG, in 2010 to commercialise
Fruitflow through sales as an ingredient to brand owners in the food, beverage
and dietary supplement categories, with a contractual term for the Alliance
Agreement which ran to 31 December 2022.
More than 100 regional consumer healthcare brands have now been launched by
direct customers of DSM, and a number of further regional brands have been
launched through DSM's distributor channels. An increasing number of
commercial projects have been initiated by DSM with prospective customers in
recent years, including some prospective customers which are part of global
businesses, and the total projected annual sales value of the prospective
sales pipeline for Fruitflow, which is now shared across Provexis and DSM,
continues to stand at a substantial multiple of existing annual sales.
In June 2022 Provexis announced it had secured two new agreements with DSM for
Fruitflow, to replace the Alliance Agreement: (i) a Transfer of Business
agreement; and (ii) a Premix and Market-Ready Solutions supply agreement,
which both took effect on 1 January 2023.
The Company also announced the filing of a new patent application in June 2022
relating to the use of Fruitflow to confer health benefits in modulating the
gut microbiome of humans. This followed the completion of a successful human
study, the results of which strongly support the use of Fruitflow for
modulating gut microbiota to confer a number of health benefits, to include a
reduction in TMAO (trimethylamine-n-oxide).
Under the terms of the two new agreements with DSM, and the June 2022 patent
application:
· DSM's existing and prospective customers for Fruitflow as a
straight ingredient (not a Premix or Market-Ready solution) transferred to
become direct customers of Provexis from 1 January 2023, and the Company took
over the wholly outsourced supply chain / production process for Fruitflow
from DSM at that time.
· A royalty is payable to DSM on the gross profits generated from
Fruitflow sales to customers transferred from DSM over the first four years of
the Transfer of Business agreement. The six months ended 30 September 2025 was
covered under the lower third year rate to 31 March 2025; the royalty will
decrease further, and at a higher rate of year-on-year decrease, from 1
January 2026, and it will wholly cease to be payable on 31 December 2026.
· A new partnership was agreed with DSM in 2022 relating to the gut
microbiome patent, giving DSM preferential access to the use, marketing, and
sale of Fruitflow based products which are based on the patent, subject to
certain milestones which have been agreed between the parties. DSM conducted a
strong launch of the new microbiome technology
(www.dsm.com/human-nutrition/en/talking-nutrition/press-releases/2023-01-20-new-study-reveals-dsms-fruitflow-activates-gut-heart.html
(http://www.dsm.com/human-nutrition/en/talking-nutrition/press-releases/2023-01-20-new-study-reveals-dsms-fruitflow-activates-gut-heart.html)
), with widespread trade press coverage. The technology has seen strong and
ongoing interest from some significant global customers.
· Provexis is selling Fruitflow as a straight ingredient to DSM
exclusively for use in DSM's Premix Solutions and Market-Ready Solutions
businesses, with DSM then looking to sell the resulting Premix and
Market-Ready Solutions products on to its customers. The Company looks forward
to supporting DSM and its Premix and Market-Ready Solutions customers for many
years to come.
From 1 January 2023 the Group's sales channels for Fruitflow therefore
include:
1. Former DSM customers for Fruitflow;
2. DSM and its Premix and Market-Ready Solutions businesses, which will
leverage the resources and relationships of DSM in some of the major global
markets, and seek to commercialise the gut microbiome patent;
3. New customers for Fruitflow as a straight ingredient;
4. BYHEALTH and its customers, through the Company's long-term supply and
distribution agreement for Fruitflow with BYHEALTH; and
5. The Group's Fruitflow+ Omega-3 dietary supplement product which is sold
direct to consumers, the Group will also look to serve its Chinese
Cross-Border e-commerce ('CBEC') distributor for this product in China.
On 29 October 2025 the Company announced in its full year results statement
that all of the remaining Fruitflow II SD inventory which the Company
purchased from DSM in 2023 and 2024 had been sold. A new production run of
Fruitflow II SD was completed in October 2025, two months later than envisaged
/ booked, and this delay from a third party led to lower sales in August and
September 2025, prior to the new material being delivered.
The Company has taken orders for and / or has sold several hundred thousand
pounds of Fruitflow II SD in the current period after 30 September 2025, and
it is dealing with numerous sales enquiries from existing and new customers
for further direct sales of Fruitflow in 2026 and beyond.
In this favourable context the Company is now planning with its outsourced
supply chain partners to undertake at least three further production runs of
Fruitflow II SD in the next twelve months, the first of which is currently
expected to be delivered in February 2026.
BYHEALTH Co., Ltd.
In November 2021 the Company announced it had entered into a supply and
distribution agreement (the 'BYHEALTH Agreement') for Fruitflow with BYHEALTH,
a listed Chinese dietary supplement business with a market capitalisation of
approximately £2 billion.
The BYHEALTH Agreement, which followed the Company's extensive work with
BYHEALTH over the last nine years, took full effect from 1 January 2023 and it
gives BYHEALTH exclusive supply and distribution rights to commercialise
Fruitflow in Mainland China, Hong Kong, Macau, Taiwan and Australia (the
'Territories').
Under the BYHEALTH Agreement Provexis is responsible for the manufacture,
supply and sale of Fruitflow to BYHEALTH, and BYHEALTH is responsible for the
manufacture, marketing and sale of Fruitflow based functional food and dietary
supplement finished products in the Territories, through BYHEALTH's extensive
sales network. BYHEALTH also has exclusive rights to act as the distributor of
Fruitflow as an ingredient in the Territories.
Provexis and BYHEALTH will seek to collaborate on research and development
projects which may result in the development and approval of Fruitflow as a
drug, for potential sale and distribution in the Territories.
The Company and BYHEALTH remain in close and constructive dialogue, at a high
level, to include joint consideration of the opportunities to file further
patents in China and elsewhere for Fruitflow.
Regulatory progress in China - new permitted health function claim
Provexis has been working with BYHEALTH for more than nine years to support
the planned launch of a number of Fruitflow based products in the Chinese
market. Clinical studies conducted in China are typically required to obtain
the necessary regulatory clearances in China, and a significant investment in
eight separate Fruitflow studies has been undertaken at BYHEALTH's expense.
Completed studies have shown excellent results in use for Fruitflow, and they
provide strong evidence for the efficacy of Fruitflow on platelet function.
The Chinese regulatory system for functional health food ingredients, such as
Fruitflow, is governed by the State Administration for Market Regulation (the
'SAMR') and it is based on a defined list of permitted health function claims
which brand owners are permitted to use on product labels.
The SAMR provides the possibility of adding new health function claims to the
list, with claims needing to demonstrate a relationship between a food or
nutrient and a consequent health improvement, subject to evaluation and
verification by the SAMR.
SAMR certified functional health foods are required to use a blue cap / blue
hat logo on their product packaging, which identifies products as approved
functional health foods in China.
BYHEALTH has been working on an extensive regulatory submission to the SAMR
seeking to establish a new permitted health function claim for foods such as
Fruitflow that can demonstrate an anti-platelet effect, inhibiting platelet
function and conferring beneficial health effects.
On 28 August 2023 the SAMR announced in China that the 'Implementation Rules
for Health Food New Functions and Product Technology Evaluation' (the
'Implementation Rules') had been agreed by the SAMR in June 2023, and these
new rules took effect from 28 August 2023.
On 29 August 2023 it was announced in China that BYHEALTH had submitted: i)
the first application under the Implementation Rules, seeking to obtain a new
permitted health function claim for foods such as Fruitflow which help to
'maintain normal platelet aggregation function and benefit blood flow health';
and ii) some related product registration applications.
The significance of these major developments for Fruitflow in China is further
outlined here
www.nutraingredients-asia.com/Article/2023/09/05/china-set-to-approve-new-function-claims-for-health-foods#
(http://www.nutraingredients-asia.com/Article/2023/09/05/china-set-to-approve-new-function-claims-for-health-foods)
. BYHEALTH has noted that it has been working on the project since 2015, with
'tens of millions of funds' (RMB) invested by BYHEALTH in the research and
development work.
The Company has previously stated that if BYHEALTH is successful in obtaining
a new permitted health function claim in China for functional health foods,
such as Fruitflow, that can demonstrate an anti-platelet effect, it is
expected that this would result in some significant orders for Fruitflow,
potentially at a multiple of current total sales values.
The Company will provide shareholders with as much information as it can on
the timing of this commercially sensitive and potentially transformative
process, subject to the multi-party confidentiality arrangements which
surround the matter.
Fruitflow+ dietary supplement products
Fruitflow+ Omega-3 is available to purchase from the Company's subscription
focussed e-commerce website www.fruitflowplus.com
(http://www.fruitflowplus.com) , and from Amazon UK.
The Fruitflow+ Omega-3 business reported sales in the period of £62k (2024:
£61k), reflecting largely unchanged subscriber numbers on the
www.fruitflowplus.com website.
Fruitflow+ Omega-3 has a social media presence on Facebook
www.facebook.com/FruitflowPlus (http://www.facebook.com/FruitflowPlus) ,
Instagram www.instagram.com/fruitflowplus
(http://www.instagram.com/fruitflowplus) and Twitter / X
https://twitter.com/FruitflowPlus (https://twitter.com/FruitflowPlus) .
The Company is seeking to expand further its commercial activities with
Fruitflow+ Omega-3 and other Fruitflow+ combination products, and it is
currently in dialogue with some other potential international direct selling
customers.
Intellectual property
The Company is responsible for filing and maintaining patents and trade marks
for Fruitflow, and patent coverage for Fruitflow now includes the following
patent families which are all owned outright by Provexis:
Patent family Developments in the period from Sep-25 to Dec-25
Improved Fruitflow / Fruit Extracts
Improved Fruitflow / Fruit Extracts, with patents granted by the European Patents have been validated before national patent offices of seven European
Patent Office in January 2017, September 2020, April 2023 and July 2025. states and a Hong Kong patent allowed.
Patents have been granted in twelve other major territories to include China
and USA; and applications are at a late stage of progression in a further two
global territories, with potential patent protection out to November 2029.
Antihypertensive (blood pressure lowering) effects
This patent was originally developed in collaboration with the University of A patent application is pending in Japan.
Oslo, and it has now been granted for Fruitflow in Europe, the US and four
other territories. A patent application is being progressed in Japan, with
potential patent protection out to April 2033.
In August 2020 the Company announced it had agreed to purchase the background
and joint foreground blood pressure lowering IP owned by Inven2 AS, the
technology transfer office at the University of Oslo, and Provexis now owns
these important patents outright, with the licensing option originally held by
Inven2 having been cancelled.
Fruitflow with nitrates in mitigating exercise-induced inflammation and for
promoting recovery from intense exercise
Patents have been granted around Europe and in the US, Australia, Brazil,
Canada, China, Hong Kong, India, Israel, Japan, South Korea, the Philippines,
New Zealand and Mexico. A second patent has been allowed in Europe.
A patent has been allowed in Europe and grant formalities are being addressed
before the European Patent Office.
Further patent protection is being sought in the USA and Hong Kong, with
potential patent protection out to December 2033.
Fruitflow for air pollution
The use of Fruitflow in protecting against the adverse effects of air Patent protection has been allowed in New Zealand.
pollution on the body's cardiovascular system.
Laboratory work has shown that Fruitflow can reduce the platelet activation
caused by airborne particulate matter, such as that from diesel emissions, by
approximately one third.
US, Australian, Brazilian, Indonesian, Israeli, Japanese Malaysian, Mexican,
New Zealand and Taiwanese patents have been secured and there are pending
applications in seven jurisdictions (including the US where a further
application has been filed) which extends potential patent protection for
Fruitflow out to November 2037.
Fruitflow to confer health benefits in modulating the gut microbiome of humans
The Company filed a patent application in June 2022 relating to the use of
Fruitflow to confer health benefits in modulating the gut microbiome of
humans. This followed the completion of a successful human study, the results Patent applications have been filed in Australia, Brazil, Canada, China,
of which strongly support the use of Fruitflow for modulating gut microbiota Europe, Hong Kong, India, Indonesia, Israel, Japan, South Korea, Malaysia,
to confer a number of health benefits. Mexico, New Zealand, the Philippines and the USA.
Following the completion of the international patent procedure, applications
have been filed in 16 jurisdictions (including China, Europe and the USA) with
potential patent protection out to June 2043.
Capital structure and funding
The Company is seeking to maximise the commercial returns that can be achieved
from its Fruitflow technology, and the Company's cost base and its resources
continue to be very tightly managed. The Company remains keen to minimise
dilution to shareholders and it is focussed on moving into profitability as
Fruitflow revenues increase, but while the Company remains in a loss-making
position it may need to raise funds in the future to meets its working capital
requirements.
Under the terms of the DSM Transfer of Business agreement which was announced
in June 2022, DSM's existing and prospective customers for Fruitflow II SD as
a straight ingredient (not a DSM Premix or DSM Market-Ready solution)
transferred to become direct customers of Provexis from 1 January 2023.
The Company has needed to hold Fruitflow II SD in stock from 1 January 2023
onwards to sell to new and existing customers, and it was agreed with DSM in
2022 that the Company would have the option to purchase some but not
necessarily all of DSM's remaining stocks of Fruitflow at 31 December 2022.
In the year ended 31 March 2025 the Company purchased the remainder of DSM's
2022 stocks of Fruitflow in the form of two equity settled transactions which
were completed on 5 April 2024 and 24 December 2024. Inventory with a fair
value in excess of £623,000 was acquired as part of these two share issues,
and the Company has sold all of the inventory which it acquired from DSM.
In December 2024 Provexis and DSM also agreed that the estimated royalty for
the two years ended 31 December 2024 would be settled in equity, which it duly
was as part of the 24 December 2024 share issue. The Company will owe DSM
further royalties for the two years ended 31 December 2026, and the Company
will seek and has forecast in its sensitivity analysis / scenario planning to
settle these royalties in equity as well.
The share issues to DSM have been of direct benefit to the Company's cash
resources and net assets, and they have helped the Company to fund a new
production run of Fruitflow II SD which has recently been completed by the
Company's outsourced supply chain partners for Fruitflow.
The Company received delivery of the new batch of Fruitflow II SD in October
2025, two months later than originally envisaged, and it has paid its
outsourced supply chain partners for this new inventory, in cash.
The Company is dealing with numerous sales enquiries from existing and new
customers for further direct sales of Fruitflow in 2026 and beyond, in which
favourable context the Company is now planning with its outsourced supply
chain partners to undertake at least three further production runs of
Fruitflow II SD in the next twelve months. The magnitude and timing of these
production runs will be determined with reference to (i) estimated customer
demand over the subsequent 12 to 18 months, (ii) the comparative costs and
timing of a potential production run for a new batch of material and (iii) the
Company's financial resources at that time.
The new production runs are likely to require a significant cash outlay, as
the Company is seeking by necessity to hold greater stocks of Fruitflow to
keep up with increasing demand for the product.
The Company is in ongoing dialogue with its existing and prospective customers
for Fruitflow II SD, seeking their assistance as best possible with forecast
volume estimates. A considerable degree of uncertainty is inherent in the
forecasting process, which is subject to existing and new customers' changing
plans, requirements and regulatory progress, and inevitably there is a wide
range of possible outcomes in terms of overall forecast demand.
The production process for Fruitflow II SD takes place in two stages, which
need to be booked with its outsourced supply chain partners well in advance of
production taking place. The Company is in close dialogue with all key parties
in its supply chain for Fruitflow, to include: (i) maximum capacity planning;
(ii) production cost and other efficiencies; and (iii) the potential
requirement for much larger batches of Fruitflow II SD to be made at
relatively short notice.
With regards to sensitivity analysis, management have prepared scenario
planning to stress-test potential impacts on the cash position of the
business, which have included (i) different revenue outcomes, (ii)
interruption of trade, (iii) no sales growth, (iv) customer failure, and (v)
the possible need to pay the remaining royalties due to DSM for the two years
ended 31 December 2026 in cash and not shares. In each of these downside
stress tests there are a number of mitigating actions that could be taken.
In the coming months, based on its current level of cash, the Group may
therefore need to raise further equity finance or potentially new loan
finance, subject in large part to (i) the size / volume of new production runs
of Fruitflow II SD which the Company may need to commission, with larger
production runs inevitably requiring more cash at the outset, (ii) the
different revenue outcomes which may materialise and (iii) negotiations with
DSM, which have yet to be concluded, regarding the royalty payments for the
remaining royalty bearing period to 31 December 2026, which the Company will
seek to pay in shares and not cash. These three inherently uncertain
forecasting issues are together deemed to represent a material uncertainty
related to going concern.
Considering the success of previous fundraisings and the current performance
of the business, the Directors have a reasonable expectation of raising
sufficient additional equity capital or new loan finance to continue in
operational existence for the foreseeable future. The Company is also engaged
in ongoing negotiations with a third party, potentially seeking to hold some
of its future stock requirements on a consignment basis, only paying for the
stock when it was required for sale.
For these reasons the Directors are of the opinion that at 31 December 2025,
the Group and Company's liquidity and capital resources are adequate to
deliver the current strategic objectives and 2026 business plan and that the
Group and Company remain a going concern.
Outlook
The Company is pleased to report on another strong period of progress.
The Company's long term commercial partnership with dsm-firmenich ('DSM') has
progressed well during the period, with continuing interest from some
significant global customers. The commercial partnership is based on: (i) a
Premix and Market-Ready Solutions supply agreement for Fruitflow II SD; and
(ii) the use of Fruitflow to confer health benefits in modulating the gut
microbiome of humans.
Provexis has been working with BYHEALTH for more than nine years to support
the planned launch of a number of Fruitflow based products in the Chinese
market. In August 2023 the Company was delighted to report that BYHEALTH had
submitted: i) the first application for a new permitted health function claim
and ii) some related product registration applications. BYHEALTH has noted
that it has been working on the project since 2015, with 'tens of millions of
funds' (RMB) invested by BYHEALTH in the research and development work. The
Company will provide shareholders with as much information as it can on the
timing of this commercially sensitive and potentially transformative project,
subject to the multi-party confidentiality arrangements which surround the
process.
The Company has developed a strong, long lasting and wide-ranging patent
portfolio for Fruitflow, and it owns outright four existing patent families
for Fruitflow. The new microbiome patent application takes this to a potential
total of five patent families, with potential patent protection now running
out to 2042. The four existing patent families have a truly global footprint,
and the Company also holds other valuable intellectual property and trade
secrets for Fruitflow. The intellectual property for Fruitflow is of
fundamental importance to the Company and its current and future commercial
partners, to include DSM and BYHEALTH, and it underpins the numerous
commercial opportunities which the Company and its partners are pursuing for
Fruitflow.
On 29 October 2025 the Company announced in its full year results statement
that all of the remaining Fruitflow II SD inventory which the Company
purchased from DSM in 2023 and 2024 had been sold. A new production run of
Fruitflow II SD was completed in October 2025, two months later than envisaged
/ booked, and this delay from a third party led to temporarily lower sales in
August and September 2025, prior to the new material being delivered.
The Company has taken orders for and / or has sold several hundred thousand
pounds of Fruitflow II SD in the current period after 30 September 2025, and
it is dealing with numerous sales enquiries from existing and new customers
for further direct sales of Fruitflow in 2026 and beyond.
In this favourable context the Company is now planning with its outsourced
supply chain partners to undertake at least three further production runs of
Fruitflow II SD in the next twelve months, the first of which is currently
expected to be delivered in February 2026.
The Company expects that (i) the significant changes to the sales and supply
chain structure for Fruitflow from January 2023, (ii) the gut microbiome
patent application and related long-term partnership with DSM and (iii) the
recent BYHEALTH regulatory developments in China will have a strongly
beneficial effect on the current and future commercial prospects for Fruitflow
and the business worldwide. The Company would like to thank its customers and
shareholders for their continued support, and the Board remains strongly
positive about the outlook for Fruitflow and the Provexis business for the
coming year and beyond.
Ian
Ford
Dawson Buck
CEO
Chairman
Consolidated statement of comprehensive income Unaudited Unaudited Audited
Six months ended 30 September 2025 six months six months year
ended ended ended
30 September 30 September 31 March
2025 2024 2025
£ £ £
Notes
Revenue 364,369 785,348 1,292,244
Cost of goods (194,991) (512,000) (759,304)
Gross profit 169,378 273,348 532,940
Selling and distribution costs (40,298) (32,811) (68,338)
Research, patent and trade mark costs (108,041) (123,716) (325,625)
Administrative costs - share based payment charges (154,716) (49,207) (168,317)
Administrative costs - other (176,053) (215,153) (422,631)
Loss from operations (309,730) (147,539) (451,971)
Finance income 2,584 890 2,334
Loss before taxation (307,146) (146,649) (449,637)
Taxation (3,083) (12,500) (3,083)
Loss and total comprehensive loss for the period (310,229) (159,149) (452,720)
Attributable to:
Owners of the parent (310,229) (159,149) (452,720)
Loss and total comprehensive loss for the period (310,229) (159,149) (452,720)
Loss per share to owners of the parent
Basic and diluted - pence 3 (0.01) (0.01) (0.02)
Consolidated statement of financial position Unaudited Unaudited Audited
30 September 2025 30 September 30 September 31 March
2025 2024 2025
£ £ £
Assets
Current assets
Inventories 43,969 152,755 202,352
Trade and other receivables 255,142 144,760 82,202
Corporation tax asset 19,380 46,680 19,380
Cash and cash equivalents 523,348 478,199 708,087
Total current assets 841,839 822,394 1,012,021
Total assets 841,839 822,394 1,012,021
Liabilities
Current liabilities
Trade and other payables (218,914) (471,006) (239,621)
Current tax liabilities (12,037) - (8,585)
Total current liabilities (230,951) (471,006) (248,206)
Total liabilities (230,951) (471,006) (248,206)
Total net assets 610,888 351,388 763,815
Capital and reserves attributable to
owners of the parent company
Share capital 2,345,891 2,262,945 2,345,891
Share premium reserve 19,432,882 18,928,940 19,432,882
Foreign exchange reserve 2,586 - -
Merger reserve 6,599,174 6,599,174 6,599,174
Retained earnings (27,235,896) (26,905,922) (27,080,383)
1,144,637 885,137 1,297,564
Non-controlling interest (533,749) (533,749) (533,749)
Total equity 610,888 351,388 763,815
Consolidated statement of cash flows Unaudited Unaudited Audited
30 September 2025 six months six months year
ended ended ended
30 September 30 September 31 March
2025 2024 2025
£ £ £
Cash flows from operating activities
Loss after tax (310,229) (159,149) (452,720)
Adjustments for:
Finance income (2,584) (890) (2,334)
Taxation 3,452 12,500 3,083
Share-based payment charge - share options 154,716 49,207 168,317
Changes in inventories 160,969 (16,235) (65,832)
Changes in trade and other receivables (173,145) (19,281) 43,682
Changes in trade and other payables (20,707) 163,558 (67,827)
Net cash flow from operations (187,528) 29,710 (373,631)
Taxation - (12,500) 32,802
Total cash flow from operating activities (187,528) 17,210 (340,829)
Cash flow from investing activities
Interest received 2,789 890 1,929
Total cash flow from investing activities 2,789 890 1,929
Cash flow from financing activities
Proceeds from issue of share capital - purchase of inventory - 270,742 857,630
Total cash flow from financing activities - 270,742 857,630
Net change in cash and cash equivalents (184,739) 288,842 518,730
Opening cash and cash equivalents 708,087 189,357 189,357
Closing cash and cash equivalents 523,348 478,199 708,087
Consolidated statement of changes in equity Share Share Foreign Merger Retained Total equity Non- Total
30 September 2025 capital premium exchange reserve earnings attributable to owners of controlling interests equity
reserve
the parent
£ £ £ £ £ £ £ £
At 31 March 2024 2,217,822 18,703,321 - 6,599,174 (26,795,980) 724,337 (533,749) 190,588
Share-based charges - share options - - - - 49,207 49,207 - 49,207
Issue of shares - inventory purchased 45,123 225,619 - - - 270,742 - 270,742
Total comprehensive - - - - (159,149) (159,149) - (159,149)
expense for the period
At 30 September 2024 2,262,945 18,928,940 - 6,599,174 (26,905,922) 885,137 (533,749) 351,388
Share-based charges - share options - - - - 119,110 119,110 - 119,110
Issue of shares - inventory purchased 82,946 503,942 - - - 586,888 - 586,888
Total comprehensive - - - - (293,571) (293,571) - (293,571)
expense for the period
At 31 March 2025 2,345,891 19,432,882 - 6,599,174 (27,080,383) 1,297,564 (533,749) 763,815
Share-based charges - share options - - - - 154,716 154,716 - 154,716
Foreign exchange reserve - - 2,586 - - 2,586 - 2,586
Total comprehensive - - - - (310,229) (310,229) - (310,229)
expense for the period
At 30 September 2025 2,345,891 19,432,882 2,586 6,599,174 (27,235,896) 1,144,637 (533,749) 610,888
1. General information, basis of preparation and accounting policies
General information
Provexis plc is a public limited company incorporated and domiciled in the
United Kingdom (registration number 05102907). The address of the registered
office is 2 Blagrave Street, Reading, Berkshire RG1 1AZ, UK.
The main activities of the Group are those of developing, licensing and
selling the proprietary, scientifically-proven Fruitflow® heart-health
functional food ingredient.
Basis of preparation
This condensed financial information has been prepared using accounting
policies consistent with International Financial Reporting Standards in the
European Union (IFRS).
The same accounting policies, presentation and methods of computation are
followed in this condensed financial information as are applied in the Group's
latest annual audited financial statements, except as set out below. While the
financial figures included in this half-yearly report have been computed in
accordance with IFRS applicable to interim periods, this half-yearly report
does not contain sufficient information to constitute an interim financial
report as that term is defined in IAS 34.
Use of non-GAAP profit measure - underlying operating profit
The directors believe that the operating loss before share based payments
measure provides additional useful information for shareholders on underlying
trends and performance. This measure is used for internal performance
analysis. Underlying operating loss is not defined by IFRS and therefore may
not be directly comparable with other companies' adjusted profit measures. It
is not intended to be a substitute for, or superior to IFRS measurements of
profit.
The interim financial information does not constitute statutory accounts as
defined in section 434 of the Companies Act 2006 and has been neither audited
nor reviewed by the Company's auditors RPG Crouch Chapman LLP pursuant to
guidance issued by the Auditing Practices Board.
The results for the year ended 31 March 2025 are not statutory accounts. The
statutory accounts for the last year ended 31 March 2025 were approved by the
Board on 29 October 2025 and are filed at Companies House. The report of the
auditors on those accounts was unqualified, contained an emphasis of matter
with respect to going concern, and did not contain a statement under section
498 of the Companies Act 2006.
The interim report for the six months ended 30 September 2025 can be
downloaded from the Company's website www.provexis.com. Further copies of the
interim report and copies of the 2025 annual report and accounts can be
obtained by writing to the Company Secretary, Provexis plc, 2 Blagrave Street,
Reading, Berkshire RG1 1AZ, UK.
This announcement was approved by the Board of Provexis plc for release on 31
December 2025.
Going concern
Under the terms of the DSM Transfer of Business agreement which was announced
in June 2022, DSM's existing and prospective customers for Fruitflow II SD as
a straight ingredient (not a DSM Premix or DSM Market-Ready solution)
transferred to become direct customers of Provexis from 1 January 2023.
The Company has needed to hold Fruitflow II SD in stock from 1 January 2023
onwards to sell to new and existing customers, and it was agreed with DSM in
2022 that the Company would have the option to purchase some but not
necessarily all of DSM's remaining stocks of Fruitflow at 31 December 2022.
In the year ended 31 March 2025 the Company purchased the remainder of DSM's
2022 stocks of Fruitflow in the form of two equity settled transactions which
were completed on 5 April 2024 and 24 December 2024. Inventory with a fair
value in excess of £623,000 was acquired as part of these two share issues,
and the Company has sold all of the inventory which it acquired from DSM.
In December 2024 Provexis and DSM also agreed that the estimated royalty for
the two years ended 31 December 2024 would be settled in equity, which it duly
was as part of the 24 December 2024 share issue. The Company will owe DSM
further royalties for the two years ended 31 December 2026, and the Company
will seek and has forecast in its sensitivity analysis / scenario planning to
settle these royalties in equity as well.
The share issues to DSM have been of direct benefit to the Company's cash
resources and net assets, and they have helped the Company to fund a new
production run of Fruitflow II SD which has recently been completed by the
Company's outsourced supply chain partners for Fruitflow.
The Company received delivery of the new batch of Fruitflow II SD in October
2025, two months later than originally envisaged, and it has paid its
outsourced supply chain partners for this new inventory, in cash.
The Company is dealing with numerous sales enquiries from existing and new
customers for further direct sales of Fruitflow in 2026 and beyond, in which
favourable context the Company is now planning with its outsourced supply
chain partners to undertake at least three further production runs of
Fruitflow II SD in the next twelve months. The magnitude and timing of these
production runs will be determined with reference to (i) estimated customer
demand over the subsequent 12 to 18 months, (ii) the comparative costs and
timing of a potential production run for a new batch of material and (iii) the
Company's financial resources at that time.
The new production runs are likely to require a significant cash outlay, as
the Company is seeking by necessity to hold greater stocks of Fruitflow to
keep up with increasing demand for the product.
The Company is in ongoing dialogue with its existing and prospective customers
for Fruitflow II SD, seeking their assistance as best possible with forecast
volume estimates. A considerable degree of uncertainty is inherent in the
forecasting process, which is subject to existing and new customers' changing
plans, requirements and regulatory progress, and inevitably there is a wide
range of possible outcomes in terms of overall forecast demand.
The production process for Fruitflow II SD takes place in two stages, which
need to be booked with its outsourced supply chain partners well in advance of
production taking place. The Company is in close dialogue with all key parties
in its supply chain for Fruitflow, to include: (i) maximum capacity planning;
(ii) production cost and other efficiencies; and (iii) the potential
requirement for much larger batches of Fruitflow II SD to be made at
relatively short notice.
With regards to sensitivity analysis, management have prepared scenario
planning to stress-test potential impacts on the cash position of the
business, which have included (i) different revenue outcomes, (ii)
interruption of trade, (iii) no sales growth, (iv) customer failure, and (v)
the possible need to pay the remaining royalties due to DSM for the two years
ended 31 December 2026 in cash and not shares. In each of these downside
stress tests there are a number of mitigating actions that could be taken.
In the coming months, based on its current level of cash, the Group may
therefore need to raise further equity finance or potentially new loan
finance, subject in large part to (i) the size / volume of new production runs
of Fruitflow II SD which the Company may need to commission, with larger
production runs inevitably requiring more cash at the outset, (ii) the
different revenue outcomes which may materialise and (iii) negotiations with
DSM, which have yet to be concluded, regarding the royalty payments for the
remaining royalty bearing period to 31 December 2026, which the Company will
seek to pay in shares and not cash. These three inherently uncertain
forecasting issues are together deemed to represent a material uncertainty
related to going concern.
Considering the success of previous fundraisings and the current performance
of the business, the Directors have a reasonable expectation of raising
sufficient additional equity capital or new loan finance to continue in
operational existence for the foreseeable future. The Company is also engaged
in ongoing negotiations with a third party, potentially seeking to hold some
of its future stock requirements on a consignment basis, only paying for the
stock when it was required for sale.
For these reasons the Directors are of the opinion that at 31 December 2025,
the Group and Company's liquidity and capital resources are adequate to
deliver the current strategic objectives and 2026 business plan and that the
Group and Company remain a going concern.
Accounting policies
The accounting policies applied are consistent with those of the annual
financial statements for the year ended 31 March 2025, as described in those
annual financial statements.
2. Segmental reporting
The Group's operating segments are determined based on the Group's internal
reporting to the Chief Operating Decision Maker (CODM). The CODM has been
determined to be the Board of Directors as it is primarily responsible for the
allocation of resources to segments and the assessment of performance of the
segments. The performance of operating segments is assessed on revenue.
The CODM uses revenue as the key measure of the segments' results as it
reflects the segments' underlying trading performance for the financial period
under evaluation. Revenue is reported separately to the CODM and all other
reports are prepared as a single business unit.
Revenue Unaudited Unaudited Audited
six months six months year
ended ended ended
30 September 30 September 31 March
2025 2024 2025
£ £ £
Fruitflow II SD ingredient 302,183 724,817 1,170,939
Fruitflow+ Omega-3 62,186 60,531 121,305
364,369 785,348 1,292,244
3. Earnings per share
Basic earnings per share amounts are calculated by dividing the profit
attributable to owners of the parent by the weighted average number of
ordinary shares in issue during the period.
The loss attributable to equity holders of the Company for the purpose of
calculating the fully diluted loss per share is identical to that used for
calculating the basic loss per share. The exercise of share options or
warrants would have the effect of reducing the loss per share and is therefore
anti-dilutive under the terms of IAS 33 'Earnings per Share'.
Basic and diluted loss per share amounts are in respect of all activities.
There were 288,230,000 share options and warrants in issue at 30 September
2025 (2024: 178,500,000) that are currently anti-dilutive and have therefore
been excluded from the calculations of the diluted loss per share.
Unaudited Unaudited Audited
six months six months year
ended ended ended
30 September 30 September 31 March
2025 2024 2025
Loss for the period attributable 310,229 159,149 452,720
to owners of the parent - £
Weighted average number of shares 2,345,891,239 2,261,712,366 2,284,370,301
Basic and diluted loss per share - pence 0.01 0.01 0.02
4. Share capital and Total Voting Rights
At 31 December 2025, the date of this announcement, the Company's issued share
capital comprises 2,345,891,239 ordinary shares of 0.1 pence each, each with
equal voting rights. The Company does not hold any shares in treasury and
therefore the total number of ordinary shares and voting rights in the Company
is 2,345,891,239.
The above figure may be used by shareholders in the Company as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or change to their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency Rules.
5. Cautionary statement
This document contains certain forward-looking statements with respect to the
financial condition, results and operations of the business. These statements
involve risk and uncertainty as they relate to events and depend on
circumstances that will incur in the future. Nothing in this interim report
should be construed as a profit forecast.
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