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REG - RUA Life Sciences - 12 Month Interim Results

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RNS Number : 2627O  RUA Life Sciences PLC  25 June 2025

       25 June 2025

 

 

 

RUA Life Sciences plc

("RUA Life Sciences", the "Company" or the "Group")

 

Interim Results

 

RUA Life Sciences, the holding company of a group of medical device businesses
focused on the exploitation of the world's leading long-term implantable
biostable polymer (Elast-EonTM), today announces its unaudited second interim
results for the twelve months ended 31 March 2025

 

Highlights:

·      Break even achieved with £1k post tax profit (FY2024, £1,440k
loss)

·      Revenue increased 88% to £4,113k (FY2024: £2,191k), 29%
before the consolidation of ABISS revenue from acquisition on 6 September 2024

·      Strong Gross profit margin of 77% (FY2024: 81%)

·      Strategic purchase of Abiss - £985k of net assets purchased
for £68k

·      Cash burn over the twelve-month period significantly reduced

·      Cash balance £3,567k (31 March 2024: £3,931k)

 

 

Geoff Berg, Chairman of RUA Life Sciences, commented:

"Compared to other industries, growing a medical device business can be
frustratingly slow due to the necessary regulatory requirements; however, the
past 12 months have been exceptional, with a doubling in the scale of the
business. The new business opportunities being pursued are equally exciting
and, if successful, will add further to the growing high-quality revenues."

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the UK version of the EU
Market Abuse Regulation (2014/596), which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended and supplemented from
time to time.

 

For further information contact:

 

RUA Life
Sciences
Tel: +44 (0)1294 317073

Geoffrey Berg, Non-Executive
Chairman

Bill Brown, Chief
Executive

Lachlan Smith, Group Chief Financial Officer

 

 

Cavendish Capital Markets Limited

(Nominated Adviser and Broker)
 
              Tel: +44 (0)20 7220 0500

Giles Balleny/Isaac Hooper (Corporate
Finance)

Jamie Anderson (Broking)

Michael Johnson (Sales)

 

About RUA Life Sciences

RUA Life Sciences plc is the ultimate parent company of the Group, whose
principal activities comprise exploiting the value of its IP & know-how,
medical device contract manufacturing and development of medical devices.

 

 

CHAIRMAN'S STATEMENT

 

I am pleased to present the second interim statement covering the 12 month
period to 31 March 2025. As previously announced to shareholders, the Company
extended its reporting period to 30 September 2025, and the full 18 month
period report and accounts will be published during January 2026. These
interim accounts do, however, cover a year's trading at RUA and, compared to
the previous year-end results, demonstrate the substantial progress made
during the year.

 

The focus of the business over the past twelve months has been to increase the
size and scale of our medical device and component manufacturing business
whilst keeping a tight control over costs. Growing a medical device business
in the short term is not straightforward as customer decisions and timelines
are driven by strict regulatory considerations rather than shorter term
financial objectives. Although frustrating compared to other industries, the
compensation tends to be the attractive margins achievable and the longer term
nature of supply contracts.

 

Against this general industry background, the results are encouraging.

 

 

Revenue

In the year to 31 March 2025, Group revenues grew by 88% from £2,191k to
£4,113k, achieving much of our 2-3 year objective to double revenues within
the period. All of the revenue-generating business units have contributed to
this growth, with Biomaterials growing 18% from £496k to £587k, the Medical
Device and Components business increasing 110% from £1,679k to £3,526k. Of
this growth, £550k (33%) was contributed by the UK Contract Manufacture
business. On 6 September 2024, the Group acquired the business of ABISS
France, and in the period from the acquisition to 31 March 2025, contributed
further revenue of £1,296k.

 

 

Gross Profit

Over the period, gross profits increased by 79% from £1,776k to £3,172k. The
Gross Margin, however, fell from 81% to 77% over the period. This reduction is
partly due to the Biomaterials business, on which gross margins remain at over
94%, being diluted by the faster-growing contract manufacturing business. The
margins were also depressed by the integration of ABISS Group. The underlying
margin in both the Biomaterials and UK Contract manufacture business increased
during the period, but the Gross Margin recognised at ABISS during the period
was a lower 68% reflecting on consolidation the fair value of work in progress
held on the date of acquisition. The normal gross margin at ABISS has
historically been around 75% and is expected to return to those levels in the
medium term.

 

Other Income

Other income is represented in the main by the bargain purchase gain on the
acquisition of ABISS. Having concluded the fair value calculation of the
assets and liabilities of ABISS, the gain amounts to £917k. Of this gain
£322k reflects the recognition of the work in progress, the attributed value
of which had the resultant depressing impact on gross margin recognised on
consolidation.

 

 

Costs

A key objective is to control the costs within the business. Over the period,
administration costs increased by 10% to £4,161. This increase is represented
by the overheads within the acquired ABISS business of £757k and savings made
within the UK business as a result of an organisational restructure enabling
higher levels of activity and efficiency.

 

Break-even for the period

As a result of tight cost control, growth in revenues and the initial benefits
of the ABISS acquisition, a small post-tax profit of £1k was achieved
compared to a loss of £1,440k in the comparative 12 month period.

 

 

 

 

 

Cash

Over the 12 months to March, the business saw consolidated cash balances
reduce from £3.9m to £3.6m, representing cash consumption of £0.3m. This
reduced level of cash burn demonstrates improved cost control, and management
is committed to further reducing cash burn over the remaining six months of
the financial period to September 2025.

 

 

Acquisition of ABISS

On acquisition, RUA paid £68k for the entire issued share capital of ABISS
(France), together with a 60% interest in ABISS (Poland), a distributor of
ABISS-manufactured medical devices. The (preliminary) fair value of the
identified net assets on acquisition has been adjusted to £985k, resulting in
a bargain purchase gain of £917k.

 

 

ABISS is the legal manufacturer of pelvic floor repair devices under CE Mark
and a subcontract manufacturer of the same devices for a US manufacturer.
ABISS was purchased with a short-term order backlog, which was fulfilled in
the period. However overall, inventory levels at ABISS's customer had been
increased to levels higher than required due to the supply chain risk as a
result of the status of the former parent of ABISS. There will be a period of
reduced orders as this excess inventory is worked through the system. However,
ABISS is not anticipated to be a drag on the Group during this period.

 

There are structural changes in the competitive landscape within the European
pelvic floor device market, driven by two of the market's major players. One
has withdrawn entirely from the European market, while another has transferred
its product portfolio to a business with no current European presence. The
structural impact is believed to affect around 70% of an estimated market of
more than €25 million. These products will still require to be sourced by
hospitals. ABISS 's customers should benefit from this opportunity, but ABISS
is also seeking to expand its distribution networks for its own product range.
ABISS has manufacturing capacity to supply a significantly larger market
share, and as an indication of the operational gearing within the business, it
has historically achieved a 30% net margin on revenues of over €3 million.

 

 

Business review

Since the equity fund raise in December 2023, significant progress has been
made by the business in its objectives of growing the contract manufacturing
business and controlling costs. The progress and potential have been
accelerated through the purchase of ABISS and deepening relationships with
major customers allowing a shorter pathway to profitability. Over the same
period, little of the progress made by the Company has been reflected in the
share price, and indeed it has not progressed from the heavily discounted
price of the fund raise.

 

The business had previously been pursuing a strategy of developing its own
devices to bring to market, however, the ability to exploit these business
areas was prohibited by the quantity of capital and the cost of that capital.
The strategy was therefore switched to focus on the biomaterials and contract
manufacturing part of the business.

 

We believe that the historical investment in both grafts and heart valve
material will result in revenues to the group through a combination of
licensing income and device/component manufacturing revenues. It is however
counterproductive to have market expectations based on the potential to
exploit IP at a time when the Company is marketing and negotiating potential
contracts. Rather than provide a commentary of developments, we will focus on
reporting the outcomes of deals once completed.

 

 

Focus for growth

RUA has been profitable on an occasional monthly basis over the period and is
much closer to our objectives of being profitable on a sustainable basis. The
opportunities for growth identified and being actively pursued are:

·      Biomaterials

o  Continuation of organic growth from existing licensees.

o  Additional growth opportunities from signing new license agreements in new
fields of use.

·      Medical Devices and Components

o  Increase the customer base for Contract Manufacture development projects,
leading to long-term supply contracts.

o  Deepen the relationship with existing customers by supplying more of their
supply chain needs for current products.

o  Introduce existing customers to RUA IP and technology to help develop
next-generation devices.

o  Increase market penetration of ABISS-manufactured devices through both
existing and new sales channels.

·      Structural Heart and Vascular

o  Increase IP and royalty revenue from licensing RUA-developed technology
(graft and heart valve).

 

As mentioned at the beginning of my report, compared to other industries,
growing a medical device business can be frustratingly slow due to the
necessary regulatory requirements; however, the past 12 months have been
exceptional, with a doubling in the scale of the business. The new business
opportunities being pursued are equally exciting and, if successful, will add
further to the growing high-quality revenues.

 

Geoff Berg, Chairman

24 June 2025

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF PROFIT OR LOSS

 

                                                                              Unaudited                         Audited
                                                                Note          Twelve months to 31 Mar 2025      Twelve months to 31 Mar 2024

                                                                              GB£000                            GB£000
 Revenue                                                        3             4,113                             2,191
 Cost of sales                                                                (941)                             (415)
 Gross profit                                                                 3,172                             1,776
 Other income                                                   4             969                               79
 Administrative expenses                                                      (4,161)                           (3,792)
 Operating Profit / (loss)                                                    (20)                              (1,937)
 Net finance income / (expense)                                               10                                (83)
 Loss before taxation                                                         (10)                              (2,020)
 Taxation received / (charge)                                                 11                                580
 Profit / (Loss) for the period                                               1                                 (1,440)

 Other comprehensive income:
 Currency translation differences                                             -                                 -
 Total comprehensive income for the period                                    1                                 (1,440)

 Total comprehensive income for the period is attributable to:
 Equity holders of the parent                                                 6                                 (1,440)
 Non-controlling interests                                                    (5)                               -
                                                                              1                                 (1,440)
 Profit/(Loss) per share:
 Basic & Diluted (GB Pence per share)                                         -                                 (4.29)

 

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                                                  Unaudited        Audited
                                                                    Note          31 Mar 2025      31 Mar 2024

                                                                                  GB£000           GB£000
 Assets
 Non-current assets
 Goodwill                                                           5             301              301
 Other intangible assets                                            6             375              419
 Property, plant and equipment                                      7             3,166            2,456
 Total non-currents assets                                                        3,842            3,176

 Current assets
 Inventories                                                        8             754              112
 Trade and other receivables                                        9             1,092            950
 Cash and cash equivalents                                          10            3,567            3,931
 Total current assets                                                             5,413            4,993

 Total assets                                                                     9,255            8,169

 Equity
 Issued capital                                                                   3,103            3,103
 Share premium                                                                    13,709           13,709
 Capital redemption reserve                                                       11,840           11,840
 Reserves                                                                         (1,375)          (1,485)
 Profit and loss account                                                          (19,979)         (19,985)
 Total equity attributable to equity holders of the parent company                7,298            7,182
 Non-controlling interests                                                        94               -
 Total Equity                                                                     7,392            7,182

 Liabilities
 Non-current liabilities
 Borrowings                                                         11            19               132
 Lease liabilities                                                  11            620              140
 Deferred tax                                                                     64               74
 Other Liabilities                                                  12            58               87
 Total non-current liabilities                                                    761              433

 Current liabilities
 Borrowings                                                         11            234              31
 Lease liabilities                                                  11            156              86
 Trade and other payables                                           12            683              408
 Other liabilities                                                  12            29               29
 Total current liabilities                                                        1,102            554

 Total liabilities                                                                1,863            987

 Total equity and liabilities                                                     9,255            8,169

 

 

CONDENSED INTERIM CONSOLIDATED CASH FLOW STATEMENT

 

                                                                 Unaudited             Audited
                                                                 Twelve months to      Twelve months to
                                                                 31 March 2025         31 March 2024
                                                                 GB£000                GB£000
 Cash flows from operating activities:
 Group Profit / (Loss) after tax                                 1                     (1,440)
 Adjustments for:
 Gain on bargain purchase                                        (917)                 -
 Amortisation of intangible assets                               55                    51
 Depreciation of property, plant and equipment                   366                   313
 Share-based payments                                            110                   (35)
 Net finance costs                                               (10)                  83
 Tax credit in year                                              -                     (580)
 (Increase)/decrease in trade and other receivables              180                   (362)
 (Increase)/decrease in inventories                              2                     (31)
 Taxation received                                               (11)                  569
 (Increase)/decrease in trade and other payables                 5                     104
 Net cash flow from operating activities                         (219)                 (1,328)

 Cash flows from investing activities:
 Purchase of property plant and equipment                        (62)                  (55)
 Proceeds from disposal of tangible assets                       1                     25
 Acquisition of subsidiary (net of cash acquired)                102                   -
 Interest paid                                                   (51)                  (55)
 Interest received                                               80                    -
 Net cash flow from investing activities                         70                    (85)

 Cash flows from financing activities:
 Proceeds from borrowing                                         27                    7
 Repayment of borrowings and leasing liabilities                 (223)                 (93)
 Proceeds from share issue                                       -                     3,974
 Net cash flow from financing activities                         (196)                 3,888

 Net increase / (decrease) in cash and cash equivalents          (345)                 2,475
 Cash and cash equivalents at beginning of year                  3,931                 1,484
 Effect of foreign exchange rate changes                         (19)                  (28)
 Cash and cash equivalents at end of the period                  3,567                 3,931

 

 CONDENSED  INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

                                                    Unaudited             Unaudited      Unaudited                   Unaudited      Unaudited                  Unaudited                Unaudited
                                                    Issued Share capital  Share Premium  Capital Redemption Reserve  Other Reserve  Non- Controlling Interest  Profit and loss account  Total equity
                                                    GB£000                GB£000         GB£000                      GB£000         GB£000                     GB£000                   GB£000
 Balance at 1 April 2023                            1,109                 11,729         11,840                      (1,450)        -                          (18,545)                 4,683
 Shares Issued (Net of Expenses)                    1,994                 1,980                                      -              -                          -                        3,974
 Share based payments                               -                     -              -                           (35)           -                          -                        (35)
 Transactions with owners                           1,994                 1,980          -                           (35)           -                          -                        (3,939)
 Total comprehensive income for the period          -                     -              -                           -              -                          (1,440)                  (1,440)
 Balance at 31 March 2024                           3,103                 13,709         11,840                      (1,485)        -                          (19,985)                 7,182
 Share based payments                               -                     -              -                           110                                       -                        110
 Transactions with owners                           -                     -              -                           110            -                          -                        110
 Adjustment to NCI from foreign entity acquisition  -                     -              -                           -              99                         -                        99
 Total comprehensive income for the period          -                     -              -                           -              (5)                        6                        1
 Balance at 31 March 2025                           3,103                 13,709         11,840                      (1,375)        94                         (19,979)                 7,392

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.   Reporting entity

 

RUA Life Sciences plc ("the Company") is a public limited company and is
domiciled and incorporated in Scotland with number SC170071. The Company is
listed on the AIM market of the London Stock Exchange (ticker: RUA, ISIN:
GB0033360586)

 

The registered office is

2 Drummond Crescent

Irvine

Ayrshire

KA11 5AN

 

These condensed consolidated interim financial statements as at and for the
twelve months ended 31 March 2025 comprise the company and its subsidiaries
(together referred to as 'the Group'). RUA Life Sciences plc is the ultimate
parent company of the Group, whose principal activities are contract design
and manufacture of medical devices and exploiting the value of its IP and
know-how.

 

 

2.   Basis of preparation

 

These interim financial statements do not comprise statutory accounts within
the meaning of section 434 of the Companies Act 2006. Statutory accounts for
the year ended 31 March 2024 were approved by the Board of Directors on 23
July 2024 and delivered to the Registrar of Companies. The report of the
auditors on those accounts was unqualified and did not contain statements
under sections 498 (2) or (3) of the Companies Act 2006.

 

As permitted, these interim financial statements have been prepared in
accordance with UK AIM Rules and UK-adopted IAS 34, "Interim Financial
Reporting". They should be read in conjunction with the annual financial
statements for the year ended 31 March 2024, which have been prepared in
accordance with UK-adopted international accounting standards, consistent with
the IFRS framework adopted in UK law. The accounting policies applied are
consistent with those of the annual financial statements for the year ended 31
March 2024, as described in those annual financial statements.

 

Where new standards or amendments to existing standards have become effective
during the year, there has been no material impact on the net assets or
results of the Group.

 

The financial information is presented in pounds Sterling, which is the
functional and presentational currency of the Company. Balances are rounded to
the nearest thousand (£'000) except where otherwise indicated.

 

These Interim Financial Statements were authorised for issue by the Company's
Board of Directors on 24 June 2025.

 

 

Going concern

 

The Directors have considered the applicability of the going concern basis in
the preparation of the financial statements. This included the review of
financial results, internal budgets and cash flow forecasts for the period of
at least 12-months following the date of approval of these interim financial
statements.

In assessing whether the going concern assumption is appropriate, the
directors have considered the Group's existing working capital and are of the
opinion that the Group has adequate resources to undertake its planned program
of activities for a period of at least 12 months from the date of approval of
these financial statements.

 

Principal Risks and Uncertainties

The principal risks and uncertainties affecting the business activities of the
Group remain those detailed on pages 22-24 of the Annual Report 2024, a copy
of which is available on the Company's website www.rualifesciences.com
(http://www.rualifesciences.com)

 

Profit/(Loss) per share

Profit/(Loss) per share has been calculated on the basis of the result for the
period after tax, divided by the weighted average number of ordinary shares in
issue in the period of 62,060,272.  (31 March 2024: 62,060,272).

 

3.   BUSINESS SEGMENTS AND REVENUE ANALYSIS

The principal activity of the RUA Life Sciences Group comprises exploiting the
value of its IP & know-how, medical device manufacturing and development
of cardiovascular devices.

 

Following the acquisition of the ABISS Group on 6(th) September 2024 and an
internal organisation and reporting review, the Board has decided to rename
the business segment formerly known as Contract Manufacturing to Medical
Devices and Components to more accurately describe it. This change
incorporates revenues generated from contract manufacturing of medical
devices, manufacturing and sale & distribution of medical devices into a
single reporting segment. This change is consistent with both how the business
will be managed and be reported internally in the future. The following
analysis by segment is presented in accordance with IFRS 8 on the basis of
those segments whose operating results are regularly reviewed by the Chief
Operating Decision Maker (considered to be the Chief Executive Officer) to
assess performance and make strategic decisions about the allocation of
resources. Segmental results are calculated on an IFRS basis.

 

A brief description of the segments of the business is as follows:

 

·      Biomaterials - Licensor of Elast-Eon(TM) polymers to the medical
device industry.

·      Medical Devices and Components - End-to-end contract developer,
manufacturer, and seller of medical devices and implantable fabric specialist.

·      Vascular - Development and commercialisation of the Group's
Elast-Eon sealed Vascular Graft products.

·      Structural Heart - Development of the Group's Elast-Eon composite
heart valve material AurTex(TM).

 

Operating results which cannot be allocated to an individual segment are
recorded as central and unallocated.

 

Segment revenue represents revenue from external customers arising from sale
of goods and services. Segment results, assets and liabilities include items
directly attributable to a segment as well as those that can be allocated on a
reasonable basis.

 

The Group's revenue from continuing operations to destinations outside the UK
amounted to 100% (year to 31 March 2024: 100%). The revenue analysis below is
based on the region of registration of the customer:

 

 

The Group's revenue for 12 months to 31 March 2025 is segmented as follows:

 

 Analysis of revenue by income stream

                          Unaudited            Unaudited                         Unaudited  Unaudited         Unaudited                Unaudited
                          Biomaterials         Medical Devices & Components      Vascular   Structural Heart  Central and unallocated  Total
                          GB£000               GB£000                            GB£000     GB£000            GB£000                   GB£000
 Manufacture and sale of  -                    3,526                             -          -                 -                        3,526

 Medical Devices
 Royalty revenue          587                  -                                 -          -                 -                        587
 Total                    587                  3,526                             -          -                 -                        4,113

 

 

 Analysis of revenue by geographical location

                          Unaudited                          Unaudited                                     Unaudited                                     Unaudited                         Unaudited                               Unaudited
                          Biomaterials                       Medical Devices & Components                  Vascular                                      Structural Heart                  Central and unallocated                 Total
                          GB£000                             GB£000                                        GB£000                                        GB£000                            GB£000                                  GB£000
 Europe                                  159                                524                                                -                                       -                                    -                               683
 North America                           377                             2,981                                                 -                                       -                                    -                            3,358
 Middle East                              51                                     -                                             -                                       -                                    -                                 51
 Asia Pacific             0                                  20                                            0                                             0                                 0                                                  20
 Africa                   0                                  1                                             0                                             0                                 0                                                    1
 Total                    587                                3,526                                         -                                             -                                 -                                       4,113

 

 

The Group's revenue for 12 months to 31 March 2024 is segmented as follows:

 

 Analysis of revenue by income stream

                          Unaudited            Unaudited                         Unaudited  Unaudited         Unaudited                Unaudited
                          Biomaterials         Medical Devices & Components      Vascular   Structural Heart  Central and unallocated  Total
                          GB£000               GB£000                            GB£000     GB£000            GB£000                   GB£000
 Manufacture and sale of  -                    1,679                             16         -                 -                        1,695

 Medical Devices
 Royalty revenue          496                  -                                 -          -                 -                        496
 Total                    496                  1,679                             16         -                 -                        2,191

 

 

 Analysis of revenue by geographical location

                          Unaudited                            Unaudited                                   Unaudited                     Unaudited                                 Unaudited                               Unaudited
                          Biomaterials                         Medical Devices & Components                Vascular                      Structural Heart                          Central and unallocated                 Total
                          GB£000                               GB£000                                      GB£000                        GB£000                                    GB£000                                  GB£000
 Europe                                  158                                    38                                     -                                   -                                        -                                   196
 North America                           288                               1,641                                      16                                   -                                        -                                1,945
 Middle East                               50                                     -                                    -                                   -                                        -                                     50
 Asia Pacific             -                                    -                                           -                             -                                         -                                       -
 Africa                   -                                    -                                           -                             -                                         -                                                       -
 Total                    496                                  1,679                                       16                            -                                         -                                       2,191

 

 

The Group's Segmental analysis for 12 months to 31 March 2025 is segmented as
follows:

 

                                                      Unaudited     Unaudited                         Unaudited  Unaudited         Unaudited                Unaudited
                                                      Biomaterials  Medical Devices & Components      Vascular   Structural Heart  Central and unallocated  Total
                                                      GB£000        GB£000                            GB£000     GB£000            GB£000                   GB£000
 Consolidated group revenues from external customers  587           3,526                             -          -                 -                        4,113
 Contributions to group operating loss                553           166                               (672)      (426)             359                      (20)
 Depreciation                                         -             267                               82         14                3                        366
 Amortisation of intangible assets                    -             47                                -          -                 8                        55
 Segment assets                                       293           4,063                             665        114               4,120                    9,255
 Segment liabilities                                  6             1,242                             233        5                 377                      1,863
 Intangible assets - goodwill                         -             301                               -          -                 -                        301
 Other intangible assets                              -             180                               139        -                 56                       375
 Additions to non-current assets                      -             38                                2          3                 19                       62

 

Additions to non-current assets represent capital expenditure incurred by the
Group during the reporting period, including purchases of property, plant and
equipment, and right-of-use assets arising from new lease arrangements. This
excludes any assets or fair value adjustments recognised as part of business
combinations, which are reflected within segment assets but not reported as
current period additions.

 

 

 

 

 

 

 

The Group's Segmental analysis for 12 months to 31 March 2024 is segmented as
follows:

                                                      Unaudited     Unaudited                         Unaudited  Unaudited         Unaudited                Unaudited
                                                      Biomaterials  Medical Devices & Components      Vascular   Structural Heart  Central and unallocated  Total
                                                      GB£000        GB£000                            GB£000     GB£000            GB£000                   GB£000
 Consolidated group revenues from external customers  496           1,679                             16         -                 -                        2,191
 Contributions to group operating loss                421           931                               (1,009)    (465)             (1,815)                  (1,937)
 Depreciation                                         -             135                               116        17                45                       313
 Amortisation of intangible assets                    -             43                                -          -                 8                        51
 Segment assets                                       225           1,527                             1,118      232               5,067                    8,169
 Segment liabilities                                  5             218                               383        22                359                      987
 Intangible assets - goodwill                         -             301                               -          -                 -                        301
 Other intangible assets                              -             216                               139        -                 64                       419
 Additions to non-current assets                      -             14                                3          -                 38                       55

 

 

 

4.     BUSINESS COMBINATIONS

 

On 6 September 2024, RUA Life Sciences acquired the assets of Analytic
Biosurgical Solutions SAS, ("ABISS ") for a cash consideration of £68,000
(€80,000) through a transaction facilitated by the French courts. ABISS was
part of a wider medical devices group which went into insolvent liquidation
in June 2021 because of the impacts of Covid. Although the parent company
was in liquidation, ABISS itself was not placed in receivership/liquidation.
ABISS has continued to trade solvently and has traded within its own financial
resources. There is no future, deferred or contingent consideration due on
this transaction. Further details of the acquisition are detailed in the
Chairmans statement.

 

As part of the acquisition, the net identifiable assets' carrying value was
determined to be £985,000, which exceeds the total consideration transferred
of £68,000. Consequently, a gain on a bargain purchase of £917,000 has been
recognised in profit or loss as of the acquisition date.

 

This gain reflects the favourable terms of the transaction, arising primarily
from the purchase through court proceedings at a value significantly below the
fair value of the assets acquired.

 

The Group intends to complete the review of the fair value of the acquired
assets and liabilities during the annual reporting process for the 18-month
period ending 30 September 2025, as permitted under IFRS 3-Business
Combinations. Thus, the accounting is currently provisional.

 

Details of the Acquisition:

·      Date of Acquisition: 6 September 2024

·      Consideration Transferred: £68,000

·      Carrying Value of Identifiable Net Assets Acquired: £985,000

·      Gain on Bargain Purchase: £917,000

·      Recognition of Gain: Included under "Other Income" in the
Statement of Comprehensive Income for the period ended 31 March 2025

 

The Group continues to assess the fair value of assets and liabilities
acquired in the ABISS transaction. As of 31 March 2025, these amounts remain
provisional and may be subject to further adjustment as permitted under IFRS 3
during the measurement period. The updated provisional fair values at 31 March
2025 are as follows.

 

 

 

 

 

 

 

 

Details of the consideration paid and the fair value of net assets acquired
are as follows:

 

                                              ABISS Group
                                              Provisionally recognised fair value on acquisition
                                              GB£000
 Consideration paid                           68

 Less:
 Intangible Assets                            11
 Property, Plant and Equipment                1,015
 Trade receivables                            275
 Inventory                                    322
 WIP                                          322
 Other Current Assets                         107
 Cash                                         170
 Trade payables                               (106)
 Other Current Liabilities                    (196)
 Other interest-bearing loans and borrowings  (836)

 Non-Controlling Interest                     (99)
 Carrying value of net assets acquired        985

 Gain on bargain purchase                     917

 

 

5.     GOODWILL

 

The final valuation following the acquisition of RUA Medical Devices Limited
gave rise to adjustments being required to the value of intangibles recognised
in the Interim Report for the six months ended 30 September 2020, and lead to
the following goodwill being recognised:

 

No impairment review has been carried out in the six-month period.

                           GB£000
 Gross carrying amount
 Balance at 31 March 2024  301
 Balance at 31 March 2025  301

 

 

 

6.     OTHER INTANGIBLE ASSETS

 

                              Development costs  Intellectual property  Customer Related  Technology Based       Total
                              GB£000             GB£000                 GB£000            GB£000            GB£000
 Gross carrying amount
 At 31 March 2023             337                3,325                  247               141               4,050
 Additions                    -                  -                      -                 -                 -
 At 31 March 2024             337                3,325                  247               141               4,050
 Additions                    391                5                      -                 6                 402
 At 31 March 2025             728                3,330                  247               147               4,452

 Amortisation and impairment
 At 31 March 2023             337                3,114                  87                42                3,580
 Amortisation                 -                  8                      29                14                51
 At 31 March 2024             337                3,122                  116               56                3,631
 Amortisation                 -                  12                     29                14                55
 Impairment                   391                -                      -                 -                 391
 At 31 March 2025             728                3,134                  145               70                4,077

 Net book value
 At 31 March 2023             -                  211                    160               99                470
 At 31 March 2024             -                  203                    131               85                419
 At 31 March 2025             -                  196                    102               77                375

 

As part of the acquisition of Analytic Biosurgical Solutions SAS ("ABISS") on
6 September 2024, the Group recognised identifiable intangible assets with a
carrying value of £391,000. These assets primarily related to previously
capitalised research and development expenditure.

During the measurement period permitted under IFRS 3, management conducted a
detailed review of the acquired intangible assets as part of the purchase
price allocation process. It was determined that the assets did not possess
standalone commercial value. As a result, the full amount was impaired
retrospectively in the financial statements, with no residual net book value
at the reporting date.

 

7.   PROPERTY, PLANT AND EQUIPMENT

 

 

 

                      Land & Buildings      Assets Under Construction  Plant & Machinery      Office Equipment  Motor Vehicles  Total
                      GB£000                GB£000                     GB£000                 GB£000            GB£000          GB£000
 Cost
 At 31 March 2023     1,335                 142                        1,905                  95                25              3,502
 Additions            -                     -                          18                     4                 33              55
 Transfer of Assets   -                     (142)                      142                    -                 -               -
 Disposals            -                     -                          -                      -                 (25)            (25)
 At 31 March 2024     1,335                 -                          2,065                  99                33              3,532
 Additions            657                   -                          393                    7                 20              1,077
 Disposals            -                     -                          (1)                    -                 -               (1)
 At 31 March 2025     1,992                 -                          2,457                  106               53              4,608

 Depreciation
 At 31 March 2023     180                   -                          509                    50                24              763
 Charge               53                    -                          236                    15                9               313
 At 31 March 2024     233                   -                          745                    65                33              1,076
 Charge               91                    -                          258                    14                3               366
 At 30 31 March 2025  324                   -                          1,003                  79                36              1,442

 Net book value
 At 31 March 2023     1,155                 142                        1,396                  45                1               2,739
 At 31 March 2024     1,102                 -                          1,320                  34                -               2,456
 At 31 March 2025     1,668                 -                          1,454                  27                17              3,166

 

 

 Included in the net carrying amount of property plant and equipment are  Buildings (Leased)      Plant & Machinery (Leased)          Motor Vehicles (Leased)      Total
 right-of-use assets as follows:
                                                                          GB£000                  GB£000                              GB£000                       GB£000
 Cost
 At 31 March 2023                                                         -                       391                                 25                           416
 Additions                                                                                        -                                   33                           33
 Disposals                                                                -                       -                                   (25)                         (25)
 At 31 March 2024                                                         -                       391                                 33                           424
 Additions                                                                656                     8                                   19                           683
 At 31 March 2025                                                         656                     399                                 52                           1,107

 Depreciation
 At 31 March 2023                                                         -                       48                                  24                           72
 Charge                                                                   -                       30                                  9                            39
 At 31 March 2024                                                         -                       78                                  33                           111
 Charge                                                                   50                      28                                  3                            81
 At 31 March 2025                                                         50                      106                                 36                           192

 Net book value
 At 31 March 2023                                                         -                       343                                 1                            344
 At 31 March 2024                                                         -                       313                                 -                            313
 At 31 March 2025                                                         606                     293                                 16                           915

 

8.  INVENTORIES

Inventories consist of the following:

                         Unaudited                       Audited
                         Twelve months to 31 Mar 2025    Twelve months to 31 Mar 2024
                         GB£000                          GB£000
 Raw Materials           215                             59
 Work in Progress        372                             53
 Finished Goods          167                             -
                         754                             112

 

The cost of inventories recognised as an expense and included in cost of goods
sold amounted to £212k (2024: £36k).

 

9. TRADE AND OTHER RECEIVABLES

                                         Unaudited                       Audited
                                         Twelve months to 31 Mar 2025    Twelve months to 31 Mar 2024
                                         GB£000                          GB£000
 Current:
 Trade receivables - gross               519                             301
 Allowance for credit losses             -                               -
 Trade receivables net                   519                             301
 Tax credit due                          -                               189
 Prepayments and accrued income          573                             460
                                         1,092                           950

 

10.  CASH AND CASH EQUIVALENTS

                                   Unaudited                       Audited
                                   Twelve months to 31 Mar 2025    Twelve months to 31 Mar 2024
                                   GB£000                          GB£000
 Cash at bank and in hand          3,567                           3,931
                                   3,567                           3,931

 

11. BORROWINGS & LEASE LIABILITIES

                                                   Unaudited                       Audited
                                                   Twelve months to 31 Mar 2025    Twelve months to 31 Mar 2024
                                                   GB£000                          GB£000

 Current:
 Bank Loans                                        234                             31
 Lease Liabilities                                 156                             86
                                                   390                             117
 Non-current:
 Bank loans                                        19                              132
 Lease Liabilities                                 620                             140
                                                   639                             272
 Total Borrowings & Lease Liabilities              1,029                           389

 

                                  Bank loans      Lease liabilities      Total
                                  GB£000          GBP£000                GB£000
 Repayable in less than 6 months  176             85                     261
 Repayable in 7 to 12 months      58              71                     129
 Repayable in 1 to 5 years        19              439                    458
 Repayable after 5 years          -               181                    181
                                  253             776                    1,029

 

 

£117,519 of bank loans is secured on the property at 2 Drummond Crescent,
Irvine, Ayrshire and subject to a bond and floating charge over the Group's
assets. Secured bank loans carry a variable rate of interest, which were
between 6% and 7.8%.

£14,787 of bank loans is an unsecured UK government support loan. Unsecured
bank loans carry an effective rate of interest at 9%.

 

£121,171 of bank loans is an unsecured French government support loan.
Unsecured bank loans carry an effective rate of interest at 6%.

 

The lease liabilities are secured by the related underlying assets. Lease
borrowings carry fixed rates of interest, ranging between 4.0% and 9.6%.

 

Reconciliation of change in lease liabilities:

 

                                         GB£000
 As at 1 April 2023                      282

 Payment of lease liability - principal  (58)
 Payment of lease liability - interest   (41)
 Interest expense                        41
 Additions                               2
 Disposals                               -
 As at 31 March 2024                     226

 Payment of lease liability - principal  (132)
 Payment of lease liability - interest   (39)
 Interest expense                        39
 Additions                               682
 Disposals                               -
 As at 31 March 2025                     776

 

12. TRADE AND OTHER PAYABLES

                                           Unaudited                       Audited
                                           Twelve months to 31 Mar 2025    Twelve months to 31 Mar 2024
                                           GB£000                          GB£000
 Current liabilities:
 Trade payables                            110                             140
 Other payables                            180                             46
 Accruals and deferred income              393                             222
                                           683                             408
 Other Liabilities (Grant Income)          87                              116
 Total Trade and Other Payables            770                             524

Deferred grant income is included within other liabilities in the Consolidated
Statement of Financial Position.  £29,000 (2024: £29,000) is included in
current liabilities and £58,000 (2024: £87,000) is included in Non-current
Liabilities.

 

13. SUBSEQUENT EVENTS

None to report.

14.  ISSUED SHARE CAPITAL

The Company's issued share capital as at 31 March 2025 comprises 62,060,272
Ordinary Shares of which none are held in treasury.

 

 

15. INTERIM ANNOUNCEMENT

The interim results announcement was released on 25 June 2025.  A copy of
this Interim Report is also available on the Company's website
www.rualifesciencs.com.

 

CORPORATE INFORMATION AND ADVISERS

 

 

 HEAD OFFICE                       REGISTERED OFFICE

 2 Drummond Crescent               2 Drummond Crescent

 Irvine                            Irvine

 Ayrshire                          Ayrshire

 KA11 5AN                          KA11 5AN

 web: www.rualifesciences.com

 email: info@rualifesciences.com

 

 NOMINATED ADVISER AND BROKER       REGISTRARS
 Cavendish Capital Markets Limited  Equiniti Limited
 One Bartholomew Close              Aspect House
 London                             Spencer Road
 EC1A 7BL                           West Sussex
                                    BN99 6DA

 LAWYERS
 Burness Paull LLP
 50 Lothian Road
 Festival Square
 Edinburgh
 EH3 9WJ

 INDEPENDENT AUDITOR
 RSM Audit UK LLP
 Centenary House
 69 Wellington Street
 Glasgow
 G2 6HG

 

 Registered in Scotland, Company No.SC170071

 Financial statements will be available to Shareholders from the Company
 Website, along with copies of the announcement.  Dealings permitted on
 Alternative Investment Market (AIM) of the London Stock Exchange.

 

 

 

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