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REG - SkinBioTherapeutics - Half-year Results (HY26) and Restated FY25 Results

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RNS Number : 3646H  SkinBioTherapeutics PLC  08 June 2026

 

SkinBioTherapeutics plc
("SkinBioTherapeutics" or the "Group" or the "Company")

 

Unaudited Half Year Results and Restated unaudited FY25 Results

Board Investigation Concluded

 

8 June 2026 - SkinBioTherapeutics plc (AIM: SBTX), a life science group
focused on skin health, reports its unaudited half year results for the six
months ended 31 December 2025 (HY26).

HY26 Group Highlights

·      Operational

o  Dermatonics - Static revenues for the period of £0.98m (HY25: £1.0m)
reflecting stable underlying demand from the NHS, specialist podiatrists and
high street retailers, including Boots and Superdrug

o  AxisBiotix™ - Development of second line for blemish-prone skin (Skin
Clear) and launch of both lines by Superdrug in >180 UK high street stores

o  Commercial arrangement around Zenakine™ (based on SkinBiotix™
intellectual property) has continued to operate in accordance with the terms
of the signed agreement

o  Bio-Tech Solutions (BTS) - Revenues of £1.2m (HY25: £0.4m), reflecting a
full six months of trading and good revenue growth for the period

·      Post period end events

o  H2 2026 dominated by significant disruption caused by forced suspension of
the CEO relating to his conduct and his subsequent resignation, resulting in a
Board investigation into various matters including the accuracy of the audited
FY25 financial statements

o  A number of actions were immediately implemented by the Board to stabilise
the business, strengthen partner relationships and return focus to growth

§ Appointment of an experienced cosmetic and health executive, Rachel
Parsonage as Interim CEO and to the Board

§ All key partners and suppliers contacted, to reassure and reset
relationships where necessary

§ A full review of the business undertaken to confirm individual revenue
streams and identify opportunities for extracting greater value from existing
assets and partnerships

o  Appointment of FRP Advisory to conduct an independent investigation on
behalf of the Board, the content of which is privileged

·      Summary of FRP Report's disclosable findings(1)

o  Revenue

§ Accrued royalty revenue of £0.77m was inappropriately recognised in the
audited FY25 financial statements, necessitating a downward adjustment to the
previously reported audited FY25 revenue, from £4.64m to £3.87m. No other
issues related to revenue were identified

§ Documentation provided as support for the FY25 accrued royalty revenue was
identified by FRP as fabricated by the former CEO; no evidence has been
identified to indicate that anyone else was involved or aware of the
fabrication

o  Profitability

§ The adjustment for the FY25 accrued royalty revenue directly impacts
operating profit

§ In addition, other matters were identified, including the award, payment
and timing of accounting for bonuses and associated consultancy payments, in
FY24 and FY25

§ Bonuses and consultancy payments paid to certain members of the Board at
the time, had not been accrued in the correct financial year

§ Bonuses paid to Martin Hunt and Dr Cathy Prescott have subsequently been
repaid voluntarily and will be reflected in the FY26 results accordingly

o  Cash

§ No issues were found with the Group's reported cash balances

o  Corporate governance

§ Weaknesses in corporate governance and processes were evident

§ The Board had implemented a number of measures to strengthen corporate
governance even before the FRP report was completed. A detailed list of
actions has been produced for implementation. SkinBio's advisors as well as
the Independent Investigators have summarised their recommendations that are
being incorporated into this detailed exercise.  An overview of the changes
made will be provided in the Annual Report

o  The restatement of FY25 unaudited results is highlighted below

 

 1  Reference to investigation and FRP's report is not intended to waive, and
should not be taken as waiving legal professional privilege

·      Board & Leadership

o  In September 2025, Simon Hewitson stood down from the Board and as COO; in
December 2025, Danielle Bekker stood down as NED, but has continued in a
consultancy role

o  Post period end, in January 2026, Alyson Levett was appointed as a
Non-Executive Director and took on the role of Chair of the Audit & Risk
Committee. At the same time, newly promoted CFO, Emily Bertram was appointed
to the Board

o  Upon the suspension and subsequent resignation of Stuart Ashman as CEO,
Martin Hunt was appointed Executive Chair and Alyson Levett was appointed to
lead the Board Investigation

o  Following this period of significant change within the Company, Martin
Hunt, Chairman, and Dr Cathy Prescott, Non-Executive Director, have both
stepped down from the Board today. The Company has asked Cathy to remain
available to provide scientific oversight on an ad hoc basis and she has
agreed

o  The role of interim Chair will pass to Alyson Levett, who together with
Rachel Parsonage, Interim CEO and Emily Bertram, CFO, will comprise the Board.
The Company intends to appoint new non-executive directors

·      Financial Review (incl. FY25 restatement)

o  FY25 restatement

§ Adjusted revenue of £3.87m from £4.64m, with removal of £0.77m accrued
royalty revenue being the only adjustment required

§ Adjusted EBITDA loss of £1.40m from £0.41m, with the accrued royalty
revenue reversal being the principal adjustment alongside adjustments of
£0.23m relating to certain bonus payments made to Directors

§ Adjusted operating loss of £2.13m from a loss of £1.12m

§ Cash balance unaffected and remained at £4.78m as at 30 June 2025

§ All comparator HY25 figures also reflect these adjustments and have been
prepared alongside an independent firm of accountants

§ The restated FY25 financial statements will be audited by Saffery LLP,
(appointed 28 May 2026 to replace Gravita LLP) as part of their work for the
FY26 financial statements

 

o  HY26 for the six months to 31 December 2025

§ Revenues up 37.4% to £2.17m, excluding intercompany revenue, (HY25:
£1.58m) reflecting a full six months' contribution from BTS, product sales
from AxisBiotix and Dermatonics, and initial licensing income

§ Cost of sales up to £0.96m (HY25: £0.70m) in line with higher sales
across Group

§ Gross profit margins remained constant at 55.6% (HY25: 55.7%).

§ Operating loss decreased by 2.7% to £1.00m (HY25: loss £1.03m).

§ Cash and cash equivalents as at 31 December 2025 was £3.1m (HY25: £1.2m)

 

o Trading in the Company's ordinary shares on AIM will be restored with effect
from 7:30 am today, following the publication of the Company's interim results

 

·      Current trading and outlook

o  Dermatonics trading steadily, particularly in the podiatry market; focus
on elevating the brand with customers and in retail and online channels

o  Focus for AxisBiotix in H2 2026 has been promotion of the brand for both
direct and indirect sales, plus reduction of direct-to-consumer costs and
improvement on delivery

o  Zenakine recently awarded a 'Novelty Merit' at the prestigious 2026
C&T Allē beauty awards in the Base Ingredient: Wellness category

o  Significant operational improvements made at BTS; further upgrades planned
to improve efficiency

o  To date, the costs of the Board Investigation are in aggregate c.£0.7m.
The Board will be pursuing recovery of costs incurred in connection with the
investigation and any other losses through ongoing legal proceedings and will
update shareholders as those matters progress

o  Cash position as at 31 May 2026 of £1.5m

o  The Board is committed to issuing new market guidance and will do so later
in the year

 

Alyson Levett, Interim Chair, said:

"The start of the new financial year showed encouraging growth across both
products and services. The Group looked forward to further updates on
Zenakine's progress as a new disruptor active ingredient for the beauty
industry, steady growth for AxisBiotix and Dermatonics, initial licensing
income, and a full half year's trading from BTS. However, matters in relation
to the CEO's conduct, which came to light as a result of the diligence and
professional integrity of our CFO Emily Bertram, identifying and escalating
issues to the Board, allowed us to act as swiftly as we did. This resulted in
doubts concerning the validity of the FY25 financial statements. The
subsequent investigation has caused significant disruption to the business in
the second half of the financial year and has resulted in material changes
being made to the audited FY25 financial statements.

"We stand by the decision to conduct a full investigation given the
circumstances of the discovery despite the time it has taken. We wanted to be
100% confident in the Company's processes and financial reporting. We can now
confirm that all material issues have been identified. I commend the work put
in by the Board and leadership team, as well as the rest of SkinBio's
workforce to not only stem any potential damage to the business, but to
instigate a series of operational improvements that will stand us in good
stead for the future. We are also grateful to our shareholders for their
ongoing patience, and we anticipate trading in the Company's shares to be
restored this morning, following the publication of these results.

"Finally, I wish to say thank you to Martin Hunt and Cathy Prescott, who are
stepping down from the Board today and who have both worked so hard for the
Company. Both have been with the Company since its IPO and have been
unstinting in their support to the executive team and the rest of the Company
for many years. Cathy has provided deep scientific expertise, and we are glad
she has accepted our request to provide scientific oversight on an ad-hoc
basis. Martin as Chair has been an important constant throughout SkinBio's
journey on AIM. We are grateful for their insight, business expertise and deep
loyalty to the Company, and we wish them well for the future."

 

Martin Hunt, outgoing Executive Chair, said:

"Both Cathy and I have been fortunate to have been part of SkinBio for many
years and see it evolve from a research-based business to a commercial health
& beauty one. We leave in the knowledge that the Company is in good hands
and will continue to follow its fortunes in our role as shareholders."

-Ends-

 

HY26 Results Proactive Investor Interview

The Group will hold an Investor Meet Presentation event later in June 2026 led
by Alyson Levett, Interim Chair to provide a brief summary of the FRP
disclosable findings and the actions that the Board has taken and is taking to
improve corporate governance and operations. The presentation will be open to
all existing and potential SkinBioTherapeutics shareholders. Investors who
already follow SkinBioTherapeutics plc on the Investor Meet Company platform
will automatically be invited. Investors can also sign up to Investor Meet
Company for free HERE (https://www.investormeetcompany.com/) .

A fuller presentation to investors on SkinBio's future strategy will be
conducted later in the year.

 

For more information please contact:

 SkinBioTherapeutics plc                                  ir@skinbiotix.com
 Alyson Levett, Interim Chair

Rachel Parsonage, Interim CEO

Emily Bertram, CFO
 Singer Capital Markets (Nominated Adviser & Broker)      +44 (0) 020 7496 3000

Philip Davies

Patrick Weaver
 Vigo Consulting (Financial PR)                           +44 (0) 20 7390 0230

Melanie Toyne-Sewell, Rozi Morris
SkinBio@vigoconsulting.com

 

Notes to Editors

About SkinBioTherapeutics plc

SkinBioTherapeutics is a life science company focused on skin health. The
Group's proprietary platform technology, SkinBiotix®, is based upon
discoveries made by the translational dermatology team at the University of
Manchester.

The Group's foundation business is targeting the skin healthcare market via
five pillars, the most advanced of which are cosmetic skincare (SkinBiotix®)
and food supplements that harness the gut-skin axis (AxisBiotix™). The
cosmetic pillar has a partnership with Croda plc where SkinBiotix® is being
used as an active skin ingredient with the Croda trade name, Zenakine™. The
AxisBiotix™ pillar has a range of products targeting the symptoms of
inflammatory skin conditions, being sold directly and via Amazon, and on the
High Street in selected Superdrug Stores plc stores.

The Group is also acting as a consolidator and is making acquisitions in
complementary areas such as skincare and cosmetic applications, that also
bring new distribution and geographical platforms, and manufacturing
capabilities through which it can funnel its in-house pillar products.

The Company listed on AIM in April 2017 and is based in Newcastle, UK. For
more information, visit: www.SkinBioTherapeutics.com
(http://www.skinbiotherapeutics.com) .

 

 

Chair and Chief Executive's Statement

 

Introduction

The start of the new financial year (FY26) began with optimism as the Group
looked forward to a full year of trading across all its businesses. Updates
were due from Croda around Zenakine™ (based on SkinBiotix® intellectual
property (IP)) and the launch of AxisBiotix™ through the distribution
agreement with Superdrug, as well as continuation of sales via direct sales
channels, including the launch of the AxisBiotix Skin Clear product. Finally,
the Group's acquired businesses (Dermatonics and Bio-Tech Solutions ('BTS')),
would be reporting a full year of sales and cash generation. In summary, the
strategy for FY26 was one of growth, with investment in operations based on
internally generated income.

 

However, in mid-February the Board was forced to suspend the CEO Stuart Ashman
as a result of concerns relating to his conduct. He subsequently resigned. The
Board immediately launched an investigation (the "Board Investigation") into
various matters including the accuracy of the audited FY25 financial
statements. Consequently, the Board appointed FRP Advisory, independent
external forensic experts, to conduct a thorough review of the Group's
financial records, governance arrangements and related matters across all
Group businesses (the "FRP Report")(2).

 

Other swift action taken by the Board was the appointment of an experienced
cosmetic and health executive, Rachel Parsonage as interim CEO and a board
director in March 2026. She has extensive senior executive experience leading
consumer beauty and wellness businesses, both in terms of own and licensed
brand portfolios across domestic and international markets.

 

Following Rachel's appointment, our priorities have included undertaking a
full operational review, protecting significant partner relationships and
commencing a review of our strategy for our current businesses and products,
along with investigating what other opportunities we have from existing assets
and partnerships.

 

As a result of the FRP Report, this statement extends beyond reporting on the
six months to 31 December 2025 (HY26) and trading in H2 2026, as the Board has
identified a requirement to restate the audited FY25 financial statements. In
addition, the Board has also taken other steps to protect the Group's
businesses and enhance governance.

 

Having completed a thorough investigation, and taking into account the
conclusions and recommendations of the FRP Report and actions already taken,
the Board believes the Company can now move from the disruptive investigative
phase towards a focus on growth and the rebuilding of value. The Board remains
mindful that certain regulatory and legal matters may require attention in the
period ahead.

 

2 The content of the FRP Report is privileged and reference to it or the
underlying investigation are not intended waive, and should not be taken as
waiving, privilege.

 

Immediate actions post year end

In response to the matters detailed above, the Board immediately implemented a
three-part strategy: to review and stabilise the operations, to remove
uncertainty for colleagues, strengthen relationships with partners, and return
focus onto growth through the appointment of an interim CEO to take the
business forward.

 

·      Stabilisation of operations

In addition to the steps to strengthen corporate governance that were put in
place at the beginning of the year, upon the announcement of the previous
CEO's resignation, Martin Hunt was appointed Executive Chair until such time
as a new permanent CEO was identified, to provide continuity of leadership.
Furthermore, Danielle Bekker, who had stood down from the Board at AGM, was
also brought in on an operational basis, a role where she has extensive
experience. Internal communications with the rest of the SkinBio team was
prioritised to reassure the staff and ensure that the business ran as normally
as possible in the circumstances.

 

·      Current Partnerships

All of the Group's key partners and suppliers were contacted and informed of
the situation as soon as possible to reassure and reset relationships where
necessary. The aim, from now on, is to ensure there are multiple touchpoints
with each partner.

 

·      Commercial leadership

The Board's mandate for the interim CEO is to stabilise the business, support
the investigation with the Board and look for opportunities in the short term.
On 2 March 2026, the Board appointed Rachel Parsonage as the Group's interim
CEO and she was appointed to the Board on 9 March 2026. She has considerable
experience of managing brands and licensing partners in her previous roles.
 She is halfway through her contract and has made a significant difference to
the running of the Company, focusing on operational stability and extracting
greater value from existing assets and partnerships, ensuring the foundations
are in place to rebuild value from a position of strength.

 

Summary of the FRP Report's disclosable findings

FRP was appointed to support the Board Investigation and in part to ensure
that any restatement to the audited FY25 financial statements was done only
once, without the need for further revision.

 

While we do not waive privilege by referencing the investigation and the FRP
Report, we can confirm the following.

 

Revenue

An accrued royalty revenue of £0.77m was inappropriately recognised in the
audited FY25 financial statements, necessitating a downward adjustment to the
previously reported audited FY25 revenue, from £4.64m to £3.87m. No other
issues related to revenue were identified.

 

Documentation provided as support for the audited accrued royalty revenue was
identified  as fabricated by the former CEO; no evidence has been identified
to indicate that anyone else was involved or aware of the fabrication

 

Profitability

The adjustment for the FY25 accrued royalty revenue directly impacts operating
profit. In addition, other matters were identified, including the award,
payment and timing of accounting for bonuses and associated consultancy
payments in FY24 and FY25. Bonuses and consultancy payments paid to certain
Directors at the time, had not been accrued in the correct financial year.
Bonuses paid to Martin Hunt and Dr Cathy Prescott have subsequently been
repaid voluntarily and will be reflected in the FY26 results accordingly.

 

Cash

No issues were found with the Group's reported cash balances.

 

Corporate governance

Weaknesses in corporate governance and processes were evident. The Board had
implemented a number of measures to strengthen corporate governance even
before the FRP Report was completed. A detailed list of actions has been
produced for implementation. SkinBio's advisors as well as the Independent
Investigators have summarised their recommendations that are being
incorporated into this detailed exercise.  An overview of the changes made
will be provided in the Annual Report.

 

The Board has, throughout, been very conscious that the costs of such
investigations can escalate quickly and has therefore sought to balance the
need for a comprehensive investigation with the cost/risk benefit, to give
maximum confidence that any and all relevant issues have been identified and
addressed. To date, the costs of the investigation have come to c.£0.70m. The
Board will be pursuing recovery of costs incurred in connection with the
investigation and any other losses through ongoing legal proceedings and will
update shareholders as those matters progress.

 

 

Board and Leadership

During the period, in September 2025, Simon Hewitson, Executive Director and
Chief Operating Officer stepped down for personal reasons, and at the FY25
results, Danielle Bekker announced her intention to leave the Board, but she
has continued to provide support on a consultancy basis.

 

Post period end, in January 2026, Alyson Levett was appointed as a
Non-Executive Director and took on the role of Chair of the Audit & Risk
Committee. At the same time, Emily Bertram was promoted to CFO and appointed
to the Board.

 

Upon the forced suspension and subsequent resignation of Stuart Ashman as CEO,
Martin Hunt was appointed Executive Chair and Alyson Levett appointed to lead
the Board Investigation.

 

Following this period of significant change within the Company, Martin Hunt,
Chairman, and Dr Cathy Prescott, Non-Executive Director, have both stepped
down from the Board today. The Company has asked Cathy to remain available to
provide scientific oversight on an ad-hoc basis and she has agreed.

 

The role of interim Chair will pass to Alyson Levett, who together with Rachel
Parsonage, Interim CEO and Emily Bertram, CFO, will comprise the Board. The
Company intends to appoint new non-executive directors.

 

 

Financial Review

 

Before turning to the performance of HY26, it is necessary to highlight the
changes required as a result of the Board Investigation.

 

The headline values for key operating results of the FY25 financial statements
are as follows:

·      FY25 adjusted revenue of £3.87m from £4.64m, with the removal of
the accrued royalty revenue of £0.77m being the only adjustment required

·      FY25 adjusted EBITDA loss of £1.40m from £0.41m, with the accrued
royalty revenue reversal being the principal adjustment alongside adjustments
of £0.23m relating to certain Directors' bonus payments made (see note 2.3)

·      FY25 adjusted operating loss of £2.13m from a loss of £1.12m

·      The previously reported audited FY25 cash figure was unaffected and
remained at £4.78m as at 30 June 2025

·      All comparator HY25 figures also reflect these adjustments and have
been prepared alongside an independent firm of accountants

·      The restated FY25 Financial Statements will be audited by Saffery
LLP, (appointed 28 May 2026 to replace Gravita LLP) as part of their work for
the FY26 Financial Statements

 

Turning now to HY26 for the six months to 31 December 2025, total revenue was
up 37.4% to £2.17m, excluding intercompany revenue, (HY25: £1.58m) which
reflected a full six months of trading from BTS, product sales from AxisBiotix
and Dermatonics, and initial licensing income.

 

Cost of sales for the period rose to £0.96m (HY25: £0.70m) reflecting the
higher sales across the Group.

 

Gross profit increased to £1.20m (HY25: £0.88m) as a result of the increase
in revenues. Gross profit margins remained constant at 55.6% (HY25: 55.7%).

 

Total operational costs were £2.21m (HY25: £1.91m) comprising selling and
distribution costs of £0.15m (HY25: 0.13m), research and development costs of
£0.06m (HY25: £0.01m) and operating expenses of £2.00m (HY25: £1.77m). The
increased operating expenses relate to a number of large one-off costs,
including, legal costs leading up to the AGM.

 

The operating loss to for the six months to 31 December 2025 decreased by 2.7%
to £1.00m (HY25: loss £1.03m).

 

Cash and cash equivalents as at 31 December 2025 was £3.1m (HY25: £1.2m),
reflecting the June fundraise, net of the Superdrug launch stock and costs,
and continued working capital requirements. The Group's cash position as at 31
May 2026 was £1.5m.

 

Trading in the Company's ordinary shares on AIM will be restored with effect
from 7:30 am on Monday 8 June 2026, following the publication of the Company's
interim results.

 

Current trading and outlook

 

The beginning of the financial year showed growth across both products and
services, and an update was reported in the statement issued on 16 February
2026. The statement was based on the Board's own findings. The Board is
committed to issuing new market guidance and will do so later in the year.

 

Growth continued across the company, with Dermatonics trading steadily,
particularly in the podiatry market. The AxisBiotix team has been focusing on
promotion of the brand for both direct and indirect sales, plus reduction of
costs and improvement on delivery. Initial licensing income is being received
and we were pleased to see that Zenakine was recently awarded a 'Novelty
Merit' at the prestigious 2026 C&T Allē beauty awards in the Base
Ingredient: Wellness category. Significant operational improvements have been
implemented at BTS with further upgrades planned to improve efficiency
further.

 

The Board acknowledges that recent events have caused significant disruption
to the Company and its stakeholders, and is grateful to shareholders, partners
and employees for their continued support and commitment. The Group enters the
final quarter of FY26 in a stable operational position with clear priorities
under the guidance of the new interim CEO.

 

 

Alyson Levett

Interim Chair

 

Operational review

 

Introduction

SkinBio's strategic approach to skin health remains constant - via two routes
- tackling skin issues from the 'outside in' and the 'inside out'. The
'outside in' approach is represented by topical creams, and from the 'inside
out', via oral supplement solutions which impact the skin via different axes
such as the gut and the brain.  All of SkinBio's products and services are
developed through evidence-based science and commercially focused innovation
with the aim of supporting skin health, well-being, repair and beauty. SkinBio
also has a contract manufacturing and distribution arm related to skin health
and other healthcare products. As the business evolves, product development
decisions will be taken to maximise utilisation of the Group's in-house
manufacturing capability where commercially appropriate.

Products

·      Topical

The Group has two streams of topical products - clinically validated
ingredients e.g. urea, niacinamide, brought to market by Dermatonics, and
microbiome-based active ingredients that include lysates like SkinBiotix™,
that target skin barrier issues, inflammation and important signalling
pathways. SkinBio sells these products and ingredients directly and indirectly
via commercial distribution and licensing partnerships.

 

Clinically validated ingredients (Dermatonics)

 

Dermatonics is a topical brand trusted by clinicians for barrier repair and
foot health. For the six months ended 31 December 2025, Dermatonics reported
static revenues of £0.98m (HY25: £1.0m), reflecting stable underlying demand
from the NHS, specialist podiatrists and high street retailers, including
Boots and Superdrug.

 

The focus for H2 2026 has been to strengthen how the Dermatonics brand is
regarded amongst its national customer base. Dermatonics is currently
undergoing a brand refresh to elevate and improve customer navigation, and
work is underway to enhance and develop the brand in retail and online
channels.

 

International export sales, which represent an important potential growth area
for the brand softened in HY26 but is still an area of focus for the future.

 

In H2 2026, Dermatonics' products have been trading steadily, particularly in
the podiatry market.

 

·      Oral

AxisBiotix™ (Gut-skin axis)

AxisBiotix is commercialised as an oral food supplement to alleviate the
symptoms of irritation prone skin ('Skin Calm') and has been recently
developed into a second line targeting blemish prone skin ('Skin Clear').

 

Both oral products are sold directly via SkinBio's own website and via Amazon;
AxisBiotix Skin Clear was added to the direct sales offering in March 2026.
Since October 2025, the products have also been sold in c.180 Superdrug
stores. The contract with Superdrug is on a two-year exclusivity basis and any
further roll-out will be determined on the basis of reaching specific sales
targets.

 

Total sales of AxisBiotix™ were £172k (HY25: £133k). Retention rate of
online customers remains high (86%), based on the number of subscribers who
remain subscribing at the end of each monthly period compared to the start.

 

The focus for H2 2026, has been to promote the brand for both direct and
indirect sales. Activities have included driving efficiencies with respect to
packaging, to reduce direct to consumer (DTC) costs and improving the delivery
process for direct customers. The team also attended the 'Superdrug Presents'
event in May 2026, a direct to consumer facing weekend event for brand
awareness where AxisBiotix was well received.

 

For the time being, the Group's expectations are that the level of sales of
AxisBiotix™ will remain modest however, the brand continues to have a loyal
direct customer base which can be built on further.

 

 

IP Development and Commercialisation

 

Microbiome-Based Active Ingredients (Skinbiotix™)

SkinBiotix™ is a novel bioactive ingredient developed from research
originating at the University of Manchester's translational dermatology team,
and was subsequently licensed to Croda International Plc ("Croda") under a
commercial and manufacturing agreement signed in 2019. Croda has since
developed and launched Zenakine,  a biotech-based neuroactive ingredient
which is based on SkinBiotix IP, targeting the effects of stress on the skin.
Zenakine was introduced to the market at In-Cosmetics Global in April 2025,
the world's largest cosmetics ingredients exhibition.

 

The commercial arrangement with Croda has continued to operate in accordance
with the terms of the signed agreement throughout the period. We are pleased
to note Zenakine's awarded a 'Novelty Merit' at the prestigious 2026 C&T
Allē beauty awards in the Base Ingredient: Wellness category and its mention
in Croda's full year results. Royalty revenues are being recognised by the
Group as confirmed sales data is received.

 

IP Commercialisation Strategy

In addition to the successful commercialisation of its IP with SkinBiotix and
the Croda collaboration, SkinBio continues to explore the potential
applications of its IP. The Company has also run a number of R&D projects
in collaboration with the University of Manchester in oral applications and
anti-inflammation. There is an exercise underway to see how the Group's IP can
be more aggressively out-licensed for commercial purposes.

 

Services

Bio-Tech Solutions Limited (BTS) specialises in the contract manufacturing and
packaging of a range of health, hygiene and personal care products.

 

At present, BTS supports a range of external customers in both human and
animal health sectors, from the NHS and private institutions, to partnerships
with medical wholesalers and veterinary product distributors. Its services
include labelling, R&D product support and full service & contract
manufacture.

 

The aim is for BTS to support its existing customer base with expansion and
growth, and focus on operational efficiencies to maintain margins,
particularly in light of external impacts to fuel and energy prices. In HY26,
certain upgrades, which were planned and agreed by the Board, have been
implemented, and any further developments to the manufacturing plant will be
addressed under the normal capex approval process.

 

For the six months to 31 December 2025, BTS reported revenues of £1.2m (HY25:
£0.4m) which reflects a full six months of trading and good revenue growth
for the period.

 

Conclusion and Outlook for H2 2026

The focus for HY26, was to drive growth across all fronts, products and
services. The second half of the financial year started encouragingly,
however, the circumstances that arose in February 2026 have been a major
distraction. The whole SkinBio team has pulled together to ensure the business
has been running as near to 'normal' as possible and their continued
dedication and hard work has been appreciated.

 

Alyson's appointment as a new NED at the beginning of 2026 was to bring a new
rigour to corporate governance. This role has expanded as she has overseen the
investigation, with help from the Board. As the new interim CEO, I have
brought my extensive experience in running consumer health and beauty
businesses, managing brands and companies, as well as expanding platforms
through IP commercialisation. On the financial side, Emily Bertram, our CFO
has been instrumental in tightening up financial procedures and managing the
restatement and update of the accounts. The Group have also been able to
bolster operational resource with the appointment of a new Group Project
Manager and support from Danielle Bekker.

 

Even though the majority of management attention has been to resolve urgent
matters, wins have been made across the business in H2 2026. While AxisBiotix
is an innovative product making modest gains in direct sales it continues to
have a loyal customer base which we believe we can build on through our
partnership with Amazon. We are also building a good early relationship with
Superdrug, helped by the fact that it sells some of the Dermatonics products
as well. Dermatonics and BTS are performing more steadily since 2025, aided by
the significant operational improvements put in place for UK sales, and
ongoing work to support future international sales. Finally, the profile of
Zenakine is building through Croda's marketing at events and awards.

 

As interim CEO, my role has been to manage immediate priorities in this period
rather than to set future strategy. However, my initial observations are that
SkinBio has a range of products and IP with significant commercial potential.
Despite a difficult period for the Group, we believe a line can now be drawn
under what has happened and the Group can look forward to the new leadership
team resetting and rebuilding SkinBio into a successfully disruptive force in
the skin care and health sector.  This is only possible with the continued
long-term support and patience of shareholders and the support of the rest of
the SkinBio team, for which we remain very grateful.

 

Rachel Parsonage

Interim CEO

 

 

 

Consolidated Statement of Comprehensive Income

For the 6 months ended 31 December 2025

 

 

                                                          Notes  6 months to   6 months to   12 months to

31 Dec 2025
31 Dec 2024
30 Jun 2025

                                                                                              (restated)
                                                                 Unaudited     Unaudited     Unaudited
                                                                 £             £             £
 Continuing operations
 Revenue                                                  3      2,165,948     1,576,531     3,869,147
 Cost of sales                                                   (961,315)     (698,967)     (1,778,867)
 Gross profit                                                    1,204,633     877,564       2,090,280
 Selling and distribution                                        (148,008)     (130,693)     (293,375)
 Research and development                                        (57,327)      (12,168)      (127,347)
 Operating expenses                                              (2,007,100)   (1,770,252)   (3,795,368)
 Loss from operations                                            (1,007,802)   (1,035,549)   (2,125,810)
 Finance costs                                                   (36,457)      (5,752)       (91,981)
 Gain on remeasurement of contingent consideration               250,000       -             500,000
 Loss before taxation                                            (794,259)     (1,041,301)   (1,717,791)
 Taxation                                                 4      -             7,201         (25,423)
 Loss for the period                                             (794,259)     (1,034,100)   (1,743,214)

 Total comprehensive loss for the period                         (794,259)     (1,034,100)   (1,743,214)
 Basic and diluted loss per share (pence)                 5      (0.31)        (0.46)        (0.77)

 

 

 

Consolidated Statement of Financial Position

As at 31 December 2025

                                                          As at         As at         As at

31 Dec 2025
31 Dec 2024
30 Jun 2025
                                     Note

                                                                                      (restated)
                                                          Unaudited     Unaudited     Unaudited
                                                          £             £             £
 ASSETS
 Non-current assets
 Property, plant and equipment                            356,791       421,325       356,291
 Right-of-use assets                                      314,369       56,797        372,057
 Goodwill                            6                    2,419,640     2,419,640     2,419,640
 Intangible assets                   7                    1,705,588     1,932,453     1,842,899
 Total non-current assets                                 4,796,388     4,830,215     4,990,887
 Current assets
 Inventories                                              925,204       828,033       800,154
 Trade and other receivables                              757,905       501,821       759,628
 Cash and cash equivalents                                3,124,689     1,236,977     4,779,433
 Total current assets                                     4,807,798     2,566,831     6,339,215
 Total assets                                             9,604,186     7,397,046     11,330,102

 EQUITY AND LIABILITIES
 Equity
 Capital and reserves
 Called up share capital                         8        2,587,794     2,284,359     2,587,794
 Share premium                                            21,087,900    16,797,820    21,087,900
 Other reserves                                           438,589       438,589       438,589
 Accumulated deficit                                      (16,136,094)  (14,781,863)  (15,341,835)
 Total equity                                             7,978,189     4,738,905     8,772,448
 Liabilities
 Non-current liabilities
 Lease liabilities                                        242,670       19,812        281,354
 Long term loans                                          600,000       956,543       600,000
 Contingent consideration                                 -             250,000       -
 Deferred tax                                             -             -             -
 Total non-current liabilities                            842,670       1,226,355     881,354
 Current liabilities
 Trade and other payables                                 652,650       723,340       1,280,005
 Corporation tax payable                                  34,182        158,319       34,182
 Lease liabilities                                        96,495        50,127        112,112
 Contingent consideration                                 -             500,000       250,000
 Total current liabilities                                783,327       1,431,786     1,676,300
 Total liabilities                                        1,625,997     2,658,141     2,557,654
 Total equity and liabilities                             9,604,186     7,397,046     11,330,102

 

 

 

Consolidated Statement of Cash Flows

For the 6 months ended 31 December 2025

 

 

                                                                6 months to                 6 months to   12 months to

31 Dec 2025
31 Dec 2024
30 Jun 2025
                                                                                                          (restated)
                                                                Unaudited                   Unaudited     Unaudited
                                                                £                           £             £
 Cash flows from operating activities
 Loss before tax for the period                                 (794,259)                   (1,041,301)   (1,717,799)
 Net interest                                                   22,028                      -             65,223
 Depreciation of property, plant and equipment                  21,079                      26,188        58,385
 Right-of-use assets depreciation and interest                  72,117                      17,852        122,206
 Loss on disposal of tangible assets                            -                           -             28,195
 Gain on deferred consideration reversal                        (250,000)                   -             (500,000)
 Amortisation of IP                                             171,952                     110,316       272,590
                                                                (757,083)                   (886,945)     (1,671,200)
 Changes in working capital
 Decrease/(Increase) in inventories                             (125,050)                   (9,567)       14,177
 Decrease/(Increase) in trade and other receivables             1,723                       166,178       16,717
 Increase/(decrease) in trade and other payables                (627,355)                   (70,641)      379,448
 Cash generated by/(used in) operations                         (750,682)                   85,970        410,342
 Taxation received/(paid)                                       -                           -                      25,788
 Net cash generated by/(used in) operating activities           (1,507,765)                 (800,975)     (1,235,070)
 Cash flows from investing activities
 Purchase of property, plant and equipment                      (21,579)                    -             (6,300)
 Purchase of IP                                                             (34,641)        (80,743)      (152,530)
 Purchase of right-of-use assets                                -                           (2,637)       -
 Cash consideration                                             -                           (1,417,067)   (1,462,530)
 Net cash used in investing activities                          (56,220)                    (1,500,447)   (1,621,360)
 Cash flows from financing activities
 Net proceeds from issue of shares                              -                           1,811,953     6,055,469
 Net amounts raised from loans                                  -                           950,000       950,000
 Interest paid                                                  (22,028)                    (2,241)       (62,983)
 Lease payments made                                            (68,730)                    (22,217)      (107,527)
 Net cash gained by financing activities                        (90,758)                    2,737,495     6,834,959
 Net increase/(decrease) in cash and cash equivalents           (1,654,744)                 436,073       3,978,529
 Cash and cash equivalents at the beginning of the period       4,779,433                   800,904       800,904
 Cash and cash equivalents at the end of the period             3,124,689                   1,236,977     4,779,433

 

Consolidated Statement of Changes in Equity

For the 6 months ended 31 December 2025

 

 

                               Share capital  Share premium  Other reserves  Retained earnings  Total
                               £              £              £               £                  £

 As at 1 Jul 2024              2,022,552      14,507,673     438,589         (13,998,933)       2,969,881
 Issue of shares               261,807        2,290,147      -               -                  2,551,954
 Loss for the period           -              -              -               (1,034,100)        (1,034,100)
 Restatements                  -              -              -               251,170            251,170
 As at 31 Dec 2024             2,284,359      16,797,820     438,589         (14,781,863)       4,738,905
 Profit for the period         -              -              -               (709,114)          (308,802)
 Restatements                  -              -              -               149,142            149,142
 Issue of shares               303,435        4,726,337      -               -                  5,029,772
 Cost of share issue            -              (436,257)     -               -                  (436,257)
 As at 30 Jun 2025             2,587,794      21,087,900     438,589         (15,341,835)       8,772,448
 Loss for the period           -              -              -               (794,259)          (794,259)
 As at 31 Dec 2025             2,587,794      21,087,900     438,589         (16,136,094)       7,978,189

 

 

Share capital is the amount subscribed for shares at nominal value.

 

Share premium is the amount subscribed for share capital in excess of nominal
value.

 

Other reserves arise from share options granted and exercised.

 

Retained earnings represents accumulated profit or losses to date.

 

 

 

Notes to the Consolidated Financial Statements

For the 6 months ended 31 December 2025

 

 

1.         General Information

 

SkinBioTherapeutics plc is a public limited company incorporated in England
under the Companies Act and quoted on the AIM market of the London Stock
Exchange (AIM: SkinBio).  The address of its registered office is The Core
Bath Lane, Newcastle Helix, Newcastle Upon Tyne, England, NE4 5TF.

The principal activity of the Group is that of research and development
focused on harnessing the microbiome for human health, and commercialisation
of these technologies, as well as the manufacture and sales of dermatological
products through acquired entities.

 

The financial information set out in this half yearly report does not
constitute statutory accounts as defined in Section 434 of the Companies Act
2006. The statutory financial statements for the year ended 30 June 2025,
prepared under UK-adopted International Accounting Standards ("IFRS"), have
been filed with the Registrar of Companies.

Copies of the annual statutory accounts and the Interim Report can be found on
the Company's website at www.skinbiotherapeutics.com.

 

 

2.         Significant Accounting Policies and Basis of Preparation

 

2.1        Statement of Compliance

 

This Interim Report has been prepared using the historical cost convention, on
a going concern basis and in accordance with UK-adopted International
Accounting Standards ("IFRS"), IFRS Interpretations Committee (IFRIC) and the
Companies Act 2006 applicable to companies reporting under IFRS, using
accounting policies which are consistent with those set out in the financial
statements for the year ended 30 June 2025.

 

2.2        Going Concern

 

The financial statements have been prepared on the assumption that the Group
is a going concern. When assessing the foreseeable future, the Directors have
considered the budget for the next 12 months from the date of this report and
the cash at bank available as at the date of approval of this report and are
satisfied that the Group should be able to meet its financial obligations.

 

The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future.
Accordingly, they continue to adapt the going concern basis in preparing this
report.

 

2.3        Restatement of Year Ending 30 June 2025 Comparatives

 

The following adjustments have been made in respect of the 12 months to 30
June 2025:

 

·      Accrued revenue - the Croda revenue was inappropriately recognised
and has been removed in entirety

·      Board bonus accrual - The award, payment and timing of accounting
for bonuses and associated consultancy payments made to certain Board members
at the time in FY24 and FY25 had not been accrued in the correct financial
years. Martin Hunt and Dr Cathy Prescott have subsequently repaid them in full
voluntarily

·      Intangibles amortisation - as commercialisation had commenced on
the IP relating to the Zenakine launch in the year, amortisation commenced
accordingly

·      Deferred tax -Adjustment to eliminate deferred tax liabilities
which were inappropriately carried and not released as per IAS 12

 

 

Restated Statement of Comprehensive Income as at 30 June 2025

 

                                                             As previously reported  Prior year adjustment  As restated
                                                             £                       £                      £
 Continuing operations
 Revenue                                                  1  4,638,147               (769,000)              3,869,147
 Cost of sales                                               (1,778,867)             -                      (1,778,867)
 Gross profit                                                2,859,280               (769,000)              2,090,280
 Selling and distribution                                    (293,375)               -                      (293,375)
 Research and development                                    (127,347)               -                      (127,347)
 Operating expenses                                       2  (3,561,693)             (233,675)              (3,795,368)
 Loss from operations                                        (1,123,135)             (1,002,675)            (2,125,810)
 Finance costs                                               (91,981)                -                      (91,981)
 Gain on remeasurement of contingent consideration           500,000                 -                      500,000
 Loss before taxation                                        (715,116)               (1,002,675)            (1,717,791)
 Taxation                                                 3  18,863                  (44,286)               (25,423)
 Loss for the period                                         (696,253)               (1,046,961)            (1,743,214)

 Total comprehensive loss for the period                     (696,253)               (1,046,961)            (1,743,214)
 Basic and diluted loss per share (pence)                    (0.31)                                         (0.77)

 

1.   Removal of Royalty income (see above)

2.   Board bonuses, consultancy costs and amortisation of IP (see above)

3.   Deferred tax adjustment (see above)

 

 

Restated Statement of Financial Position as at 30 June 2025

                                                        As previously reported  Prior year adjustment  As restated

                                                        £                       £                      £
 ASSETS
 Non-current assets
 Property, plant and equipment                          356,291                 -                      356,291
 Right-of-use assets                                    372,057                 -                      372,057
 Goodwill                                               2,419,640               -                      2,419,640
 Intangible assets                   1                  1,869,485               (26,586)               1,842,899
 Total non-current assets                               5,017,473               (26,586)               4,990,887
 Current assets
 Inventories                                            800,154                 -                      800,154
 Trade and other receivables         2                  1,528,628               (769,000)              759,628
 Cash and cash equivalents                              4,779,433               -                      4,779,433
 Total current assets                                   7,108,215               (769,000)              6,339,215
 Total assets                                           12,125,688              (795,586)              11,330,102

 EQUITY AND LIABILITIES
 Equity
 Capital and reserves
 Called up share capital                                2,587,794               -                      2,587,794
 Share premium                                          21,087,900              -                      21,087,900
 Other reserves                                         438,589                 -                      438,589
 Accumulated deficit                                    (14,695,186)            (646,650)              (15,341,835)
 Total equity                                           9,419,097               (646,650)              8,772,448
 Liabilities
 Non-current liabilities
 Lease liabilities                                      281,354                 -                      281,354
 Long term loans                                        600,000                 -                      600,000
 Deferred tax                        3                  356,024                 (356,024)              -
 Total non-current liabilities                          1,237,378               (356,024)              881,354
 Current liabilities
 Trade and other payables            4                  1,072,919               207,086                1,280,005
 Corporation tax payable             5                  34,182                  -                      34,182
 Lease liabilities                                      112,112                 -                      112,112
 Deferred consideration                                 250,000                 -                      250,000
 Total current liabilities                              1,469,213               207,086                1,676,300
 Total liabilities                                      2,706,591               (148,937)              2,557,654
 Total equity and liabilities                           12,125,688              (795,586)              11,330,102

 

1.   Amortisation of intangibles (see above)

2.   Accrued royalty income (see above)

3.   Deferred tax adjustment (see above)

4.   Board bonus accrual and consultancy costs (see above)

5.   Deferred tax adjustment (see above)

 

 

2.4        Application of New and Revised International Financial
Reporting Standards (IFRSs)

 

There are no IFRSs or IFRIC interpretations that are effective for the first
time in this financial period that would be expected to have a material impact
on the Group.

 

 

3.         Revenue and Segmental Reporting

 

The Group has identified its operating segments based on the internal reports
reviewed by the Chief Operating Decision Maker ("CODM") to allocate resources
and assess performance. The CODM has been identified as the Group Chief
Executive Officer.

 

The Group's reportable segments are organised and managed separately according
to the nature of products and services provided. Each segment represents a
strategic business unit that offers different products and serves different
markets.

 

The Group has the following reportable operating segments:

 

·      Products - where the Group seeks to commercialise its own
intellectual property and typically stands the primary inventory risks of
manufacturing

 

·      Services - where the Group manufactures or provides complementary
services using third parties' intellectual property, and typically does not
stand the primary inventory risks of manufacturing

 

In addition, certain costs of operations and financing of the group, which do
not attract to any CGU, are classed as Corporate costs. This is not a CGU in
its own right and such costs are shown distinctly from the CGU's so as to make
clear to composition of profit and cash generation.

 

Segment performance is evaluated based on operating profit before finance
costs and income taxes.

 

On the 5 February 2026 the Group received a letter from the Financial
Reporting Council regarding revenue recognition and segmental reporting. The
points raised were being looked at by the Group in the run up to the letter
being received and have been acted upon in the restated numbers. In the
interests of transparency with stakeholders, a full disclosure has been
included in amended format as the Group expects to disclose for its full
financial year.

 

3.1        Segment Results

 

                          6 months to 31 Dec 2025
                          Products     Services   Corporate    Eliminations*  Total
                          £            £          £            £              £
 Sales                    1,148,622    1,200,914  -            (183,588)      2,165,948
 Cost of Sales            (479,264)    (665,639)  -            183,588        (961,315)
 Gross Profit             669,358      535,275    -            -              1,204,633
 Depreciation             -            (57,008)   (21,759)     -              (78,767)
 Amortisation             (100,230)    (71,721)   -            -              (171,951)
 Overheads                (630,729)    (330,727)  (1,000,262)  -              (1,961,718)
 Operating profit         (61,601)     75,819     (1,022,021)  -              (1,007,802)
 Interest                 (31)         (13,237)   (23,189)                    (36,457)
 Gain on remeasurement                            250,000                     250,000
 Loss before tax                                                              (794,259)

 Non-current assets       3,091,362    1,020,614  684,412      -              4,796,388
 Current assets           1,580,933    999,297    4,156,816    -              6,737,046
 Current liabilities      (2,151,095)  (318,126)  (243,354)    -              (2,712,575)
 Non-current liabilities  -            (242,670)  (600,000)    -              (842,670)
 Net Assets               2,521,200    1,459,115  3,997,874    -              7,978,189

 

                          6 months to 31 Dec 2024
                          Products     Services   Corporate    Eliminations*  Total
                          £            £          £            £              £
 Sales                    1,163,022    413,509    -            -              1,576,531
 Cost of Sales            (459,837)    (239,130)  -            -              (698,967)
 Gross Profit             703,185      174,379    -            -              877,564
 Depreciation             -            -          (44,040)     -              (44,040)
 Amortisation             (75,140)     (35,859)   -            -              (110,999)
 Overheads                (512,208)    (129,266)  (1,116,600)  -              (1,758,074)
 Operating profit         115,837      9,254      (1,160,640)  -              (1,035,549)
 Interest                 (312)        (224)      (5,216)                     (5,752)
 Loss before tax                                                              (1,041,301)

 Non-current assets       3,028,518    784,471    1,017,226    -              4,830,215
 Current assets           1,270,268    858,798    2,238,216    -              4,367,282
 Current liabilities      (2,154,080)  (509,733)  (568,424)    -              (3,232,237)
 Non-current liabilities  -            -          (1,226,355)  -              (1,226,355)
 Net Assets               2,144,706    1,133,536  1,460,663    -              4,738,905

 

                          12 months to 30 June 2025
                          Products     Services   Corporate    Eliminations*  Total
                          £            £          £            £              £
 Sales                    2,484,641    1,384,506  -            -              3,869,147
 Cost of Sales            (994,246)    (784,621)  -            -              (1,778,867)
 Gross Profit             1,490,395    599,885    -            -              2,090,280
 Depreciation             -            (75,915)   (77,828)     -              (153,743)
 Amortisation             (177,036)    (95,625)   -            (242,488)      (272,661)
 Overheads                (1,167,278)  (555,145)  (2,067,262)  -              (3,789,685)
 Operating profit         146,081      (126,800)  (2,145,090)  (242,488)      (2,125,810)
 Interest                 (4,189)      (24,566)   (63,226)                    (91,981)
 Gain on remeasurement                            500,000                     (500,000)
 Loss before tax                                                              (1,717,791)

 Non-current assets       3,076,325    1,066,549  848,013      -              4,990,887
 Current assets           1,370,717    875,952    5,765,064    -              8,011,733
 Current liabilities      (1,956,650)  (316,171)  (825,996)    -              (3,098,817)
 Non-current liabilities  (229)        (281,125)  (850,000)    -              (1,131,354)
 Net Assets               2,490,163    1,345,205  4,937,081    -              8,772,448

 

* Eliminations represent sales between segments which have been removed on
consolidation. Such sales are from the Services to the Products segment.

 

 

3.2        Geographical Analysis

Below is an analysis of the geographical split of revenue, along with the
geographical locations of items of non-monetary assets used to generate the
revenues.

 

                           6 months to 31 December 2025
                           Revenue     Property, plant   Intangible Assets

& Equipment
                           £           £                 £
 United Kingdom            1,884,113   356,791           4,439,597
 Europe                    200,838     -                 -
 United States of America  40,395      -                 -
 Rest of the World         40,117      -                 -
 Total                     2,165,464   356,791           4,439,597

 

 

                           6 months to 31 December 2024
                           Revenue     Property, plant   Intangible Assets

& Equipment
                           £           £                 £
 United Kingdom            1,261,471   421,325           4,308,344
 Europe                    190,084     -                 -
 United States of America  91,759      -                 -
 Rest of the World         33,217      -                 -
 Total                     1,576,531   421,325           4,308,344

 

                           12 months to 30 June 2025
                           Revenue    Property, plant   Intangible Assets

& Equipment
                           £          £                 £
 United Kingdom            3,124,113  356,291           4,634,596
 Europe                    453,584    -                 -
 United States of America  147,493    -                 -
 Rest of the World         143,957    -                 -
 Total                     3,869,147  356,291           4,634,596

 

 

3.3        Revenue by Type

               6 months to             6 months to             12 months to

31 December 2025
31 December 2024
30 June

2025
        £                      £                       £
 Goods         1,148,622               1,163,022               2,484,641
 Services      1,017,326               413,509                 1,384,506
 Total         2,165,948               1,576,531               3,869,147

 

Revenue is attributed based on the locations of customers.

 

Revenue for goods are recognised at a point in time, on dispatch of the goods.
Revenue for services is recognised over time as the service is delivered,
although there are no material contract assets or liabilities at any reporting
period end. Other revenues represent royalty income and are recognised over
time as the Group establishes right to receive the royalty. All revenues are
recognised as principal.

 

 

3.4        Major Customers

 

Revenue from one external customer of the Products segment amounted to
£386,274 (2024: £369,130), representing approximately 16.4% of the Group's
total revenue.

 

No other single customer accounted for 10% or more of Group revenue during the
half year.

 

In restated FY25 one external customer, Neon, within the Products segment,
amounted to £801,604 (2024: £411,779) which is 17.3% of the Group's total
revenue.

 

In restated FY25, no other single customer accounted for 10% or more of Group
revenue during the year.

 

 

3.5        Accounting Policy

 

Operating segments are reported in a manner consistent with the internal
reporting provided to the CODM. Inter-segment transactions are conducted on an
arm's length basis and eliminated on consolidation. Segment results, assets
and liabilities include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.

 

 

3.6        Taxation

 Income taxes recognised in profit or loss           6 months to    6 months to    12 months to

31 Dec 2025
31 Dec 2024
30 Jun 2025
                                                     £              £              £
  Current tax
 Current period - UK corporation tax                -              -              -
  R&D tax credit                                    -              7,201          18,863
  Tax credit for the period                         -              7,201             18,863
 Deferred Tax
 Origination and reversal of temporary differences  -              -              (44,286)
 Total tax (credit)/charge for the period           -              7,201          (25,423)

 

Tax losses and deferred tax

In comparative periods the Group recognised deferred tax liabilities, which
have been eliminated as part of the prior period restatements. At each
reporting date the Group carried, and continued to carry, significant tax
losses which are available for use against other liabilities as they are
recognised, and therefore the Group has the right to recognise such tax losses
to the extent of the associated liabilities. The Group has further
unrecognised tax losses available for use.

 

 

4.         Loss per Share

 

                                                  6 months to   6 months to   12 months to

31 Dec 2025
31 Dec 2024
30 Jun 2025
                                                  £              £             £
 Basic and diluted loss per share
 Loss after tax (£)                              (794,259)      (1,034,100)   (1,743,214)
 Weighted average number of shares               258,779,463    223,011,781   227,866,899
 Basic and diluted loss per share (pence)        (0.31)         (0.46)        (0.77)

 

As the Group is reporting a loss from continuing operations for the period
then, in accordance with IAS 33, the share options are not considered dilutive
because the exercise of the share options would have an anti-dilutive effect.
 The basic and diluted earnings per share as presented on the face of the
income statement are therefore identical.

 

 

5.   Goodwill

                                   £
 Cost
 At 31 Dec 2024                    2,419,640
 Acquisition adjustment            -
 At 30 June 2025                   2,419,640
 Acquired                          -
 At 31 Dec 2025                    2,419,640

 

Goodwill for 31 December 2024, as presented in the comparative interim report,
included provisional accounting due to the proximity of the business
combination to the date of release of the report. These amounts have now been
restated to reflect the final goodwill position as determined for the 30 June
2025 year end, at which point the remeasurement period had been completed. The
Group is required to recognise this adjustment as a restatement, which is
distinct from other prior period errors shown in note 2.

 

6.   Intangible Assets

 

                               Patents & trademarks             Customer relationships  Brands  Total
 Cost                          £                                £                       £       £
 At 31 Dec 2024                           951,726               1,151,000               25,000  2,127,726
 Additions                                           72,037     -                       -       72,037
 At 30 June 2025                                     1,023,763  1,151,000               25,000  2,199,763
 Additions                                           34,641     -                       -       34,641
 At 31 Dec 2025                                      1,058,404  1,151,000               25,000  2,234,404
 Accumulated Amortisation
 At 31 Dec 2024                                      12,550     180,217                 2,506   195,273
 Charge for the year                                 28,394     131,943                 1,254   161,591
 At 30 June 2025                                     40,944     312,160                 3,760   356,864
 Charge for the year                                 26,800     143,898                 1,254   171,952
 At 31 Dec 2025                                      67,744     456,058                 5,014   528,816
 At 31 Dec 2024                                      939,176    970,783                 22,494  1,932,453
 At 31 Dec 2025                                      990,660    694,942                 19,986  1,705,588

 

7.   Share Capital

 

                                                     6 months to   6 months to   12 months to

31 Dec 2025
31 Dec 2024
30 Jun 2025
                                                     £              £             £
 Issued share capital comprises:
 258,779,463 ordinary shares of £0.01 each          2,587,794      2,284,359     2,587,794

 

8.   Events after the Reporting Date

 

On 22 January a previous employee exercised 129,736 share options that had an
option price of 0.09p. The total voting rights of the company therefore
increased to 258,909,199.

On 11 February a previous employee exercised 259,472 share options that had an
option price of 0.09p. The total voting rights of the company therefore
increased to 259,168,671.

On 9 March a previous capital markets advisor was issued warrants amounting to
146,237 ordinary shares at a price of 0.19p.

On 9 March a previous capital markets advisor was issued warrants amounting to
108,474 ordinary shares at a price of 0.1475p.

On 13 April 2026 a charge dated 3 April 2026 was registered against
SkinBioTherapeutics plc in relation to the loan from a shareholder that was
used for the Bio-Tech Solutions acquisition. The charge provides security by
way of a floating charge over the assets of the company up to the maximum
value of the loan of £600,000.

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