REG - SkinBioTherapeutics - Final Results
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RNS Number : 3553K SkinBioTherapeutics PLC 05 December 2025
SkinBioTherapeutics plc
("SkinBioTherapeutics" or the "Group" or the "Company")
Full Year Results
Continued growth and evolution of the Group
5 December 2025 - SkinBioTherapeutics plc (AIM: SBTX), a life science group
focused on skin health, reports its full year results for the 12 months ended
30 June 2025.
Operational highlights
· SkinBiotix(®)
o Croda studies completed and commercial agreement finalised
o Zenakine™ (SkinBiotix(®)) launched to the global cosmetics industry in
April 2025 and first tranche of royalty income recognised in total Group
revenue
· AxisBiotix™
o Ongoing direct sales growth and continued strong customer retention
o Development of second AxisBiotix™ line for blemish-prone skin
o Exclusive 2 year commercial agreement signed with Superdrug Stores plc
o Post year end, both AxisBiotix™ lines launched in >180 High Street
stores
· Dermatonics
o Revenue of £2.2m (FY24: 1.0m) with EBITDA of £0.5m (FY24: £0.1m) -
sales slightly lower than expectations following timing of stocking and
additional costs, however, additional expenditure expected to support improved
growth in FY26
o Post year end synergies with Bio-Tech Solutions being realised and
expected to continue through FY26
· Bio-Tech Solutions (BTS)
o Acquired in October 2024, adding manufacture and packaging of health,
hygiene and personal care products, and future development platform for
topical products
o Nine months of reported revenues of £1.4m and EBITDA of £0.1m -
slightly lower than expectations due to timing of orders which occurred post
year end
o Post year end plans to enhance BTS site in order to support AxisBiotix™
product offering, and to enable production of different grades of cosmetic and
medical products
· Management changes
o Appointment of Dr Surinder 'Dass' Chahal, formerly a senior Croda VP, as
Cosmetic Science / Customer Alliances Advisor to the Board, Simon Hewitson as
COO and Emily Bertram as Group Finance Director
o Post year end, Simon Hewitson stepped down as COO for personal reasons and
Danielle Bekker is stepping down from the Board but will continue to support
as an external advisor
o From 1 January 2026, proposed appointment of Alyson Levett as new
non-executive director and Chair of the Audit Committee and Emily Bertram
promoted to Chief Financial Officer and also to the Board. Appointments
subject to completion of regulatory due diligence
Financial highlights
· Revenues up 284% to £4.6m (2024: £1.2m) reflecting contribution from
AxisBiotix™ direct sales and royalty revenues, a full year trading of
Dermatonics and nine months sales of BTS
· Adjusted EBITDA of £(0.4)m (2024: £(2.1)m) with an operating loss
improvement of 61% to £1.1m (2024: loss £2.9m)
· Cash and cash equivalents as at 30 June 2025 was £4.8m (2024:
£0.8m) due to increased cash inflows from acquired companies plus successful
fund raisings in August 2024 and June 2025 raising £1.56m and £4.2m (gross)
respectively
· Financial transactions during and after the year to support the
acquisition and commercial strategies:
o August 2024: investment of £1.56m (gross) from new institutional
investors
o In October 2024, SBTX took a loan of £950,000 with an existing
shareholder and a subscription for 2,349,624 new Ordinary Shares at 10.64p
raising £250,000 and 3,289,474 warrants exercisable at the issue price to
enable the cash acquisition of BTS
o Placing and WRAP Retail Offer in June 2025 raising £4.2m (gross) to
support the Superdrug agreement and initial launch
· Overall trading of the Group has started very positively for the new
financial year; the Board anticipates reporting 2026 full year numbers in line
with market expectations
· Market expectations for the year ending 30 June 2026; revenue of £6.2
million and adjusted EBITDA of £0.7 million
Stuart Ashman, CEO of SkinBioTherapeutics said:
"FY25 has been an important year of further evolution for the Group. We
strengthened our commercial relationship with Croda, culminating in the global
industry launch of SkinBiotix(®) under the brand name, Zenakine™. We also
saw material financial contributions and synergies from new acquisitions,
Dermatonics and Bio-Tech Solutions. We finished the year with the signing of
an exclusive commercial deal with one of the leading UK High Street retailers,
Superdrug Stores plc, which resulted in two lines of AxisBiotix™ being
stocked in select stores nationwide post year end.
"Achieving these milestones, especially the partnership agreements and
acquisitions, can take time to land, and the benefit from these can also take
time to flow through at the Group level. However, we are now seeing royalty
inflow and we have two lines of AxisBiotix™ products on High Street Stores
shelves. We anticipate the cumulative benefits of these partnerships will
become more visible in our accounts as product numbers and sales increase over
time.
"We have seen a great start to FY26 and anticipate another year of growth from
direct and indirect sales. We are especially looking forward to seeing a new
generation of cosmetics products with Zenakine™ included and further High
Street exposure for AxisBiotix™ as the Superdrug nationwide roll-out
continues.
"On behalf of the management team, I'd like to thank the whole
SkinBioTherapeutics team for their hard work, especially around meeting the
tight Superdrug deadlines, and to our investors for their valued support."
-Ends-
FY results presentation webinar
Stuart Ashman, CEO will be interviewed by Proactive Investor on Friday 5
December 2025.
A shareholder presentation with the wider SkinBioTherapeutics team will be
held via the Investor Meet Company platform in January 2026. Investors who
already follow SkinBioTherapeutics plc on the Investor Meet Company platform
will automatically be invited. Investors can sign up to Investor Meet Company
for free via this link
(http://www.investormeetcompany.com/companies/skinbiotherapeutics-plc) .
Notice of Annual General Meeting
The Annual General Meeting will be held at 9am GMT on 29 December 2025 at
Boldon Park, Witney Way, Boldon, NE35 9PE.
For more information please contact:
SkinBioTherapeutics plc +44 (0) 191 495 7325
Stuart J. Ashman, CEO
Emily Bertram, Group Finance Director
Singer Capital Markets (Nominated Adviser & Broker) +44 (0) 020 7496 3000
Philip Davies
Sam Butcher
Patrick Weaver
Vigo Consulting (financial press) +44 (0) 20 7390 0230
Rozi Morris, Melanie Toyne-Sewell 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) .
Chairman's Statement
Introduction
The year to the end of June 2025 has been another impactful one as we evolve
as a Group. Significant progress has been made with our original five pillars,
with notable successes such as the SkinBiotix(®) / Croda commercial
partnership and the launch of Zenakine™ to the global cosmetic industry. We
also made our second acquisition, Bio-Tech Solutions which has complemented
the successful acquisition of Dermatonics in the previous financial year to
bring a manufacturing arm to the business with synergies beginning to
positively impact the Group. Just before the year end, we signed an exclusive
agreement with Superdrug around AxisBiotix™ and post year end, stock was
placed on High Street shelves for consumers. In the CEO's report, we have
provided fuller details of these achievements.
Strategy
The underlying strategy of the Group is to apply the SkinBiotix™
technology across multiple pillars - from skin health as an active
ingredient to tackling skin conditions to wound care, and seek strategic
external partnerships to commercialise these products for a share of royalty
and/or revenues. Since 2022, we have extended this strategy to look at
complementary products and operations, that would accelerate revenue, earnings
and technology adoption. Overall, this dual track strategy aims to build on
external partnerships, extend our international reach and diversify the risk
in our business by broadening its base.
Financial summary
The acquisitions of Bio-Tech Solutions (October 2024) and Dermatonics (January
2024) have made a major impact to the financial landscape of the Group, not
only in FY2025 but in relation to the future of the Group. The Finance review
provides more detail, but in summary, the revenues grew 284% to £4.6m
(FY2024: £1.2m) reflecting the growth of AxisBiotix-Ps sales, a full year
trading of Dermatonics, nine month's sales from Bio-Tech Solutions and royalty
income. The operating loss was £1.1m (FY2024: loss £2.9m), reflecting the
introduction of a full year of Dermatonics profit and the Bio-Tech Solutions
acquisition, this is despite an increase in costs of operations and headcount,
before and after the acquisition. Cash as at 30 June 2025 was £4.8m (FY2024:
£0.8m), comprising incoming cash balances from Bio-Tech Solutions and two
equity-based fund raisings, in August 2024 and June 2025 raising £1.56m and
£4.2m (gross) respectively to support the Superdrug agreement and initial
launch.
Board and Leadership
During the financial year, we welcomed three new members to the board and
leadership team. Simon Hewitson as Chief Operating Officer and Emily Bertram
as Group Finance Director. We also appointed Dr Surinder 'Dass' Chahal
as Cosmetic Science / Customer Alliances Advisor to the Board. Post year end
Simon stepped away from his role in the Company due to personal reasons and we
wish him all the best for the future. Post year end, the Group undertook to
strengthen the board and, with effect from 1st January 2026, Alyson Levett
will join the Board as a new Non-Executive Director; she will also take on
Chair of the Audit Committee from Dr Cathy Prescott. Emily Bertram has also
been promoted to Chief Financial Officer and will also join the Board with
effect from 1st January 2026. Danielle Bekker has also decided to step down
from her role as Non-executive director. Danielle's support and guidance has
been invaluable to the team so we are delighted that she has agreed to provide
support on a consultancy basis following her resignation. The appointments
have been agreed by the Board, subject to completion of regulatory due
diligence purposes of the AIM Rules.
Outlook
In my opinion, 2025 will be a year we will look back at with great pride, not
only of what we have achieved but how the team has responded with
professionalism and a can-do attitude to every new challenge that has been
presented to them. The evolution of SBTX, from a one technology company,
albeit with multiple pillars, to a more integrated, diverse Group with
multinational distribution, a high street presence and manufacturing
capabilities, continues to progress.
Our aim for the year ahead is to continue to build on the foundations of the
business represented by the five pillars, as well as continuing our ambition
to be a consolidator in the market. We also expect to see another series of
firsts, as Zenakine™ is incorporated into new cosmetic products and sold to
consumers and to see two AxisBiotix™ products sold on the High Street
through Superdrug. We look forward to seeing the continued impact of these
events and underlying business on the financial performance of the Group, as
we rapidly approach profitability. As a team, we continue to work hard to
build value for our shareholders, and we are grateful for their continuing
support as we navigate the highs and lows of being a small AIM quoted business
in difficult markets.
On behalf of the Board, I would like to take the opportunity to thank everyone
at SBTX for the considerable progress achieved by the Group over the course of
the year and in the post year end period.
Martin Hunt
Chairman
4 December 2024
Strategic and Financial Review
Company background and strategy
SkinBioTherapeutics is a life science company focused on skin health. Our
underlying strategy focuses on our proprietary technology, SkinBiotix, which
harnesses the microbiome to promote wound healing and reduce the risk of
infection. The second part of the strategy, introduced in 2022, is based on
SkinBioTherapeutic's ambition to be a consolidator in the sector using M&A
to bring in technological, operational and financial benefits.
SkinBiotix™ (skincare/cosmetics)
Since 2019, SkinBioTherapeutics has had a commercial and manufacturing
agreement with Croda plc, a specialist manufacturer of ingredients which it
supplies to the international cosmetics and Fast Moving Consumer Goods (FMCG)
industry. Croda has been investigating the use of SkinBiotix™ as a novel
bioactive ingredient.
Typically, the time taken for an ingredient to be researched and tested by the
Croda team is seven years before it enters commercialisation; in
SkinBioTherapeutic's case, the process has taken only five years which is real
testament to our SkinBiotix™ technology. During this time, Croda has been
investigating the best quality formulations for its customers as well as
scaling-up the manufacture of SkinBiotix™ to commercial levels i.e. 20,000
litres, in order to be able to service the global market.
In October 2023, Croda extended its development agreement in order to explore
evidence of additional activity. This study was successfully completed in
September 2024, with validation of additional efficacy and marketing claims
for Croda's commercialisation team to use with potential customers.
The formal launch of SkinBiotix™ as an active ingredient took place in April
2025 at In-Cosmetics Global, the world's largest cometic ingredients
exhibition.
In April 2025 the Company finalised commercial terms with Croda following the
completion of the extended studies. The terms are based on the original
agreement with SkinBioTherapeutics i.e. paid tiered royalties based on global
sales revenues on any licensed products derived from the partnership. Sales
and distribution rights are for the cosmetic sector alone, leaving
SkinBioTherapeutics to focus on further applications of its technology in
other sectors.
Under the terms of the agreement, all details about formulation, functionality
and Croda's financial expectations remain completely confidential. However, we
are pleased to report, for the purposes of these FY results, that the first
tranche of royalty income has been recognised in the revenue of the group. Any
royalty revenues arising from ongoing sales will be reported to the market at
the appropriate time, and we will draw shareholders' attention to any relevant
public announcements from the Croda team.
AxisBiotix™ (gut/skin axis)
AxisBiotix™ is commercialised as a food supplement to alleviate the symptoms
of irritation prone skin and has been developed further to target blemish
prone skin.
AxisBiotix-Ps, the food supplement targeting the psoriasis sector, is being
sold directly by SkinBioTherapeutics in the UK and Europe via its own website
and via Amazon. The primary focus for FY25 has been to continue to grow direct
sales in the UK and Europe, whilst searching for a retail partner to sell this
product and the new line for blemish-prone skin on the High Street.
Sales in FY25 were from direct sales only and reached £280k (FY24: £248k).
The monthly retention rate has stayed high at similar levels to FY24,
achieving 86% during the period (FY24: 80%). The retention rate is measured as
the number of subscribers who remain a subscriber at the end of each monthly
period, compared to the same cohort that were in existence at the start of a
month period.
Just before the year end, we were granted Seal of Recognition and inclusion in
the approved product directory by the US National Psoriasis Foundation (NPF).
The NPF is the leading non-profit organisation representing individuals with
psoriasis and psoriatic arthritis in the USA. This official recognition is
important industry validation of AxisBiotix™-Ps and opens up potential new
markets for the product in the longer term.
AxisBiotix- Ac, during the financial year, we made further progress in
preparing for the launch of our food supplement, which harnesses the
microbiome used in the AxisBiotix-Ps in order to support blemish prone skin.
In a previous study involving 98 UK-based participants with acne-prone skin,
84% of participants reported that the appearance of their spots had improved,
77% that the pain caused by their spots had eased, and 62% that the anxiety
they felt due to their spots had improved.
In June 2025 our High Street strategy was realised, and we signed a contract
with Superdrug Stores plc (Superdrug) for two years exclusivity for the food
supplement targeting irritation prone skin and the most recently developed
version targeting blemish prone skin. There was a very short lead time
allowed for manufacture and delivery of both products to meet the stringent
launch deadline, but the SkinBioTherapeutics team achieved it. These products
were launched by Superdrug post year end in October 2025 around the UK in
c.180 specially selected stores on the basis of having typically higher sales
of medicated skincare relative to the rest of its group. A phased roll-out to
the rest of Superdrug's UK store portfolio is scheduled to commence in Spring
2026, as well as the development of new formulations of SkinBiotix™ into
gum and/or capsule form.
Research and Development
SkinBioTherapeutics has a number of R&D projects underway with the
University of Manchester. With the amount of activity going on in the
commercial parts of the business and the integration of our recent
acquisitions, activities around R&D have been put on hold until the Board
has determined which programmes have the greatest potential and value. The
current projects are:
- MediBiotix - developing SkinBiotix™ for accelerated wound closure,
a medical device application. The programme is called Project Epiderm. This
work is being undertaken by Professors Cruikshank and McBain at the University
of Manchester and has been joint funded by SBTX and grant funding.
- Oral Programme: the first extended phase of developing a new lysate for
the oral programme is complete. Further funding will be required to take this
programme further forward and the Company is in discussions with the
University to establish next steps.
- Inflammation: looking at how the microbiome can influence and balance the
body's response to inflammation specifically related to harmful UVR (sunlight)
light. The programme ran until June 2025.
Dermatonics
Dermatonics Limited is a specialist in innovative topical and dermatological
products in the skincare/woundcare space, using natural ingredients wherever
possible. The company was acquired by SkinBioTherapeutics in January 2024 for
£1.75m plus £1.25m earn-out over three years, in a cash-free and
debt-free acquisition.
This acquisition aligned directly with our previously stated strategy to seek
accretive opportunities outside of the business that provided immediate
synergies and accelerated routes to market. It has expanded our product range
and customers base, provided a sales platform with senior regulatory and sales
expertise, and new sales channels for our in-house strategic pillars.
Revenue for the financial year was £2.2m (FY24: £1.0m) with EBITDA of £0.5m
(FY24: £0.1m), which was slightly lower than our expectations following
timing of revenue and additional costs, however, this additional expenditure
has now laid the foundations to achieve growth in FY26. Post year end
synergies with Bio-Tech Solutions have begun to be realised and this will
continue throughout FY26.
The Umesh Modi ("UM") contract has delivered revenue but is still in its
infancy. The internal team are currently in talks with a number of
international distributors, including UM, to enhance our export trade. The
overall export sales in FY2025 have increased by 3% compared to prior year.
Bio-Tech Solutions
In October 2024, we completed our second acquisition of Bio-Tech Solutions
Ltd ("BTS") for a total enterprise consideration of £1.25m payable in cash
on closing. BTS is a well-established manufacturer and supplier of health,
hygiene and personal care products and brings the capabilities of
manufacturing and packaging to the Group, as well as a future development
platform for advanced topical creams. The manufacturing facilities are to GMP
standards and ISO certified, and the Company has quality control (QC)
facilities, including HPLC (high-performance liquid chromatography) analysis
service and can also deal with flammables.
The acquisition was funded by a loan of £950,000 with an existing
shareholder, David Brierwood, and a subscription for 2,349,624 new Ordinary
Shares at 10.64p raising £250,000, as well as utilisation of Group cash
reserves. The rationale behind the use of the loan and equity element was to
preserve the Group's cash runway, and allows time for integration and
realisation of synergies, such as manufacturing products from Dermatonics'
pipeline in-house.
For the financial year ended 30 June 2025, BTS reported revenues
of £1.4m and EBITDA of £0.1m which was slightly lower than expectations
due to timing of orders which occurred post year end, the timing of the
acquisition completion and integration.
As detailed as part of the fundraise in June, we will be using some of these
funds to enhance the BTS site. This will allow us to build this site into a
facility that can support the packaging and enhancement of our AxisBiotix™
product offering extending its capacity and capabilities to service a broader
range of contracts including medical device-certified products. This would
also allow the Group to become more efficient and be able to produce different
grades of cosmetic and medical products. Each phase of the investment plan
will only commence if milestones based on an increase in profitability are
triggered; we will fund this plan through internal means only rather than
raise more funds.
Financial review
In the year to 30 June 2025, the Group reported sales of £4.6m (2024:
£1.2m), reflecting continuing increase in AxisBiotix-Ps™ sales, a full year
trading of Dermatonics, the addition of Bio-Tech Solutions revenues and
Royalty income, which was in line with management expectations. Revenues from
AxisBiotix-Ps were £280k (2024: £248k) following an increase in
subscriber numbers, the launch into new territories during 2024 and onto
Amazon. Dermatonics revenues were £2.2m representing a full year of trading
under the Group, up from £1.9m on a like-for-like basis. Bio-Tech Solutions
contributed £1.4m from October to 30 June 2025.
Cost of sales increased to £1.8m (2024: £0.5m), reflecting the impact of the
Dermatonics and BTS acquisitions and financials on the Group.
Gross profits were £2.9m (2024: £0.7m) with gross margins at 62% (2024: 57%)
reflecting increased operational effeciencies of the larger group.
Overall expenses were £4.0m (2024: £3.6m). Selling and distribution was
£0.3m (2024: £0.2m). Research and development expenditure costs were £0.1m
(2024: £0.6m) for the EpiDerm programme. Operating expenses increased by 25%
to £3.6m (2024: £2.9m) reflecting the impact of a full year of Dermatonics
and the introduction of BTS into the Group's financials and increased Plc
costs associated with a larger group.
The operating loss was significantly improved from the prior year by 61% to
£1.1m (2024: loss £2.9m).
The cash balance as at 30 June 2025 was £4.8m (2024: £0.8m) which is
representative of the addition of BTS to the group and the successful Placing
and WRAP Retail Offer in August 2024 and June 2025 raising £1.56m and £4.2m
respectively. We do not have any short-term concerns over cash on the basis
that the acquisition of BTS reduced monthly cash burn further and following
the completion of the Croda commercial agreement, we have been able to update
expectations further to be cash positive for the foreseeable future.
During the year we carried out a number of financing events. In August 2024 we
raised £1.56m of gross proceeds, having been approached by two new
institutional investors. In October 2024, we raised a loan of £950,000 with
an existing shareholder, David Brierwood, and a subscription for 2,349,624 new
Ordinary Shares at 10.64p raising £250,000, to enable a cash acquisition of
BTS. And, finally in June 2025 to support the Superdrug agreement and
capital requirements in BTS to acquire the encapsulation and packaging
equipment to support the development of a capsule format, we undertook a
Placing and WRAP Retail Offer raising £4.2m.
Current trading and outlook
The profile of the Group has changed completely this year and will broaden
further in FY26.
This year, we have seen a full year's revenues from Dermatonics and eight
months of BTS, on top of the underlying AxisBiotix™ direct business and the
addition of royalty income. FY26 will reflect all of this plus the addition
of a full year of BTS results and the start of the Superdrug / AxisBiotix™
sales.
Overall trading of the Group has started well for the new financial year and
the Board looks forward to reporting the full year numbers in line with market
expectations.
The extent of Croda sales is difficult to forecast since SkinBiotix™ is
such a novel product for the industry, however, response to the Zenakine™
launch from attendees/customers at the Croda presentation at the Incosmetic
Global meeting and feedback from Croda and the market are greatly encouraging
with respect to market interest. We remain confident that the potential
enhanced commercial opportunities could be considerable.
In FY2024, the majority of our focus was on growing underlying sales of
AxisBiotix-Ps™ in the UK and Europe alongside finding a suitable partner to
launch into the retail space. We have seen the fruits of this work through
continuing sales growth through direct channels and the two year exclusivity
agreement with Superdrug. We also look forward to seeing sales from our newest
AxisBiotix™ line for blemish-prone skin as part of the Superdrug launch and
we anticipate this will be available through our other online channels soon.
Dermatonics revenue forecast is expected to grow across all revenue streams in
the business, in particular export sales. We expect to see some erosion of the
profit margin during the year due to some investment in the business, but this
should result in benefits to come in future growth years.
We anticipate that FY2026 will be a transitional year for BTS, with ongoing
investment in the facility aimed to bring in new customers and revenue
streams. We therefore expect revenues to grow, however, the true upside will
be realised in future years.
With a firmer financial footing with respect to cash, a scaled-up Group
infrastructure, we are in a much stronger position for making new
consolidating acquisitions and for negotiations with new potential industry
partners.
Conclusion
FY2025 has been a significant year with respect to both commercial and
financial transactions completed in an extremely challenging economic
environment for a small growth company with big ambitions.
We have always stated that we want to grow the business both through organic
growth, but also through acquisition, in order to provide additional products
and capabilities, and increasingly importantly, scale-up for negotiations with
present partners as well as future ones. Dermatonics and in time, Bio-Tech
Solutions have completely changed our shape and positioning, and have created
additional products, operational and manufacturing infrastructure to
complement the SkinBiotix™ platform. Our commercial partnerships with
Croda, and more recently Superdrug, will also play a significant role in
SkinBioTherapeutics future growth and long term value.
All of these achievements would not have taken place without the hard work of
the team and the long-term support of our shareholders, for which we are very
grateful.
Stuart Ashman
CEO
4 December 2025
Consolidated Statement of Comprehensive Income
For the Year Ended 30 June 2025
Notes 2025 2024
Continuing Operations £ £
Revenue 3 4,638,147 1,208,669
Cost of Sales (1,778,867) (525,631)
Gross Profit 2,859,280 683,038
Selling and distribution costs (293,375) (170,597)
Research and development (127,347) (562,911)
Other administrative expenses (3,561,693) (2,854,662)
Total operating expenses 4 (3,982,415) (3,588,170)
Loss from operations (1,123,135) (2,905,132)
Finance costs 5 (91,981) (43,760)
Gain on remeasurement of contingent consideration 500,000 -
Loss before taxation (715,116) (2,948,892)
Taxation 7 18,863 72,902
Loss for the year (696,253) (2,875,990)
Other comprehensive income - -
Total comprehensive loss for the year (696,253) (2,875,990)
Basic and diluted loss per share (pence) 8 (0.31) (1.54)
Consolidated Statement of Financial Position
As at 30 June 2025
Notes 2025 2024
Assets £ £
Non-current assets
Property, plant and equipment 9 356,291 44,357
Right-of-use assets 10 372,057 72,012
Goodwill 11 2,419,640 2,038,325
Intangible assets 12 1,869,485 1,388,959
Total non-current assets 5,017,473 3,543,653
Current assets
Inventories 14 800,154 472,419
Trade and other receivables 15 1,528,628 398,088
Cash and cash equivalents 4,779,433 800,904
Total current assets 7,108,215 1,671,411
Total assets 12,125,688 5,215,064
Equity and liabilities
Equity
Capital and reserves
Called up share capital 23 2,587,794 2,022,552
Share premium 23 21,087,900 14,507,673
Share based payment reserves 24 438,589 438,589
Accumulated deficit (14,695,186) (13,998,933)
Total equity 9,419,097 2,969,881
Liabilities
Non-current liabilities
Lease liabilities 17 281,354 39,861
Deferred consideration 20 - 250,000
Borrowings 19 600,000 -
Deferred tax 20 356,024 150,624
Total non-current liabilities 1,237,378 440,485
Current liabilities
Trade and other payables 16 1,072,919 498,560
Corporation tax payable 34,182 27,257
Lease liabilities 17 112,112 38,881
Convertible loan 18 - 740,000
Deferred consideration 20 250,000 500,000
Total current liabilities 1,469,213 1,804,698
Total liabilities 2,706,591 2,245,183
Total equity and liabilities 12,125,688 5,215,064
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2025
2025 2024
£ £
Cash flows from operating activities
Loss before tax for the period (715,116) (2,948,892)
Net interest 65,223 36,816
Depreciation of property, plant and equipment 58,385 49,260
Right-of-use assets depreciation and interest 122,206 43,345
Loss on disposal of tangible assets 28,195 -
Gain on deferred consideration reversal (500,000) -
Amortisation of IP 246,004 83,368
(695,103) (2,736,103)
Changes in working capital
Decrease/(increase) in inventories 14,177 96,419
(lncrease)/decrease in trade and other receivables (752,283) 166,842
(Decrease)/increase in trade and other payables 172,351 (436,019)
Cash Used In operations (565,755) (172,758)
Taxation paid 25,788 182,545
Net cash used in operating activities (1,235,070) (2,726,316)
Investing activities
Purchase of property, plant and equipment (6,300) (14,959)
Purchase of IP (152,530) (169,996)
Purchase of right-of-use assets - (13,214)
Cash consideration (1,462,530) (1,598,423)
Deferred consideration - (500,000)
Net cash used in investing activities (1,621,360) (2,296,592)
Cash flows from financing activities
Net proceeds from issue of shares 6,055,469 3,119,553
Net amounts raised from convertible loan - 1,472,000
Net amounts raised from borrowings 950,000 -
Interest paid (62,983) (36,816)
Lease payments made (107,527) (42,759)
Net cash generated by/(used in) financing activities 6,834,959 4,511,978
Net increase in cash and cash equivalents 3,978,529 (510,930)
Cash and cash equivalents at the beginning of the period 800,904 1,311,834
Cash and cash equivalents at the end of the period 4,779,433 800,904
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2025
Share Share Premium Share based payment reserves Retained earnings
Capital Total
£ £ £ £ £
As at 1 July 2023 1,731,390 10,947,874 438,589 (11,122,943) 1,994,910
Loss for the period - - - (2,875,990) (2,875,990)
Issue of shares 291,162 3,841,413 - - 4,132,575
Cost of share issue - (281,614) - - (281,614)
As at 30 June 2024 2,022,552 14,507,673 438,589 (13,998,933) 2,969,881
Loss for the period - - - (696,253) (696,253)
Issue of shares 565,242 7,016,484 - - 7,581,726
Cost of share issue - (436,257) - - (436,257)
As at 30 June 2025 2,587,794 21,087,900 438,589 (14,695,186) 9,419,097
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.
Retained earnings represents accumulated profit or losses to date.
Share based payment reserve represents the cumulative SBP charges for unvested
options or fully vested unexercised options which have not lapsed or
forfeited.
Company Statement of Financial Position
As at 30 June 2025
Notes 2025 2024
Assets £ £
Non-current assets
Property, plant and equipment 9 3,339 44,357
Right-of-use assets 10 39,774 72,012
Intangible assets 12 884,975 801,850
Investments 13 5,693,822 3,642,860
Other receivables 15 1,619,723 1,593,553
Total non-current assets 8,241,633 6,154,632
Current assets
Trade and other receivables 15 855,716 89,054
Corporation tax receivable 11,426 68,425
Cash and cash equivalents 3,998,493 524,854
Total current assets 4,865,635 682,333
Total assets 13,107,268 6,836,965
Equity and liabilities
Equity
Capital and reserves
Called up share capital 23 2,587,794 2,022,552
Share premium 23 21,087,900 14,507,673
Share based payments 24 438,589 438,589
Accumulated deficit (12,519,369) (11,943,918)
Total equity 11,594,914 5,024,896
Liabilities
Non-current liabilities
Lease liabilities 17 - 39,861
Deferred consideration 20 - 250,000
Borrowings 19 600,000 -
Total non-current liabilities 600,000 289,861
Current liabilities
Trade and other payables 16 619,451 243,327
Lease liabilities 17 42,903 38,881
Convertible loan 18 - 740,000
Deferred consideration 20 250,000 500,000
Total current liabilities 912,354 1,522,208
Total liabilities 1,512,354 1,812,069
Total equity and liabilities 13,107,268 6,836,965
No Statement of Comprehensive Income is presented in these financial
statements for the Parent Company as provided by Section 408 of the Companies
Act 2006. The loss for the financial year dealt with in the financial
statements of the Parent Company was £575,451 (2024: £2,502,322).
Company Statement of Cash Flows
For the Year Ended 30 June 2025
2025 2024
£ £
Cash flows from operating activities
Loss before tax for the period (586,734) (2,570,747)
Net Interest 58,443 -
Depreciation of property, plant and equipment 41,018 49,260
Right-of-use assets depreciation and interest 41,593 43,345
Gain on deferred consideration reversal (500,000) -
Impairment of financial assets - 7,608
(945,680) (2,470,534)
Changes in working capital
(lncrease)/decrease in trade and other receivables (792,832) (95,256)
(Decrease)/increase in trade and other payables 376,124 (232,232)
Cash (used)/generated by operations (416,708) (327,488)
Taxation received 68,282 182,545
Net cash used in operating activities (1,294,106) (2,615,477)
Investing activities
Purchase of property, plant and equipment - (14,959)
Purchase of IP (83,125) (107,448)
Purchase of POU - -
Investment in subsidiaries (588,433) (312,003)
Cash consideration (1,462,529) (1,598,423)
Deferred consideration - (500,000)
Net cash used in investing activities (2,134,087) (2,532,833)
Cash flows from financing activities
Net proceeds from issue of shares 6,055,469 3,118,962
Net amounts raised from convertible loan - 1,472,000
Net amounts raised from borrowings 950,000 -
Interest paid (58,443) -
Lease payments made (45,194) (42,759)
Net cash generated by/(used in) financing activities 6,901,832 4,548,203
Net decrease in cash and cash equivalents 3,473,639 (600,107)
Cash and cash equivalents at the beginning of the period 524,854 1,124,961
Cash and cash equivalents at the end of the period 3,998,493 524,854
Company Statement of Changes in Equity
For the Year Ended 30 June 2025
Share Share Premium Share based payment reserves Retained earnings
Capital Total
£ £ £ £ £
As at 1 July 2023 1,731,390 10,947,874 438,589 (9,441,596) 3,676,257
Loss for the period - - - (2,502,322) (2,502,322)
Issue of shares 291,162 3,841,413 - - 4,132,575
Cost of share issue - (281,614) - - (281,614)
As at 30 June 2024 2,022,552 14,507,673 438,589 (11,943,918) 5,024,896
Loss for the period - - - (575,451) (575,451)
Issue of shares 565,242 7,016,484 - - 7,581,726
Cost of share issue - (436,257) - - (436,257)
As at 30 June 2025 2,587,794 21,087,900 438,589 (12,519,369) 11,594,914
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.
Retained earnings represents accumulated profit or losses to date.
Share based payment reserve represents the cumulative SBP charges for unvested
options or fully vested unexercised options which have not lapsed or
forfeited.
Notes to the Financial Statements
For the Year Ended 30 June 2025
1. General information
SkinBioTherapeutics plc ('the Company') is a public company limited by shares
incorporated in England under the Companies Act and quoted on the AIM market
of the London Stock Exchange (AIM: SBTX). The address of its registered office
is given on page 1.
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.
2. Significant accounting policies and basis of preparation
a) Statement of compliance
The consolidated and company financial statements of SkinBioTherapeutics plc
have been prepared in accordance with UK-adopted International Accounting
Standards ('IFRS') and the Companies Act 2006 applicable to companies
reporting under IFRS.
b) Basis of preparation
The consolidated and company financial statements have been prepared under the
historical cost convention modified by the revaluation of certain financial
instruments. The accounting policies have been applied consistently in all
material respects.
The consolidated and company financial statements are presented in Sterling
(£) as this is the predominant functional currency of the Group and Company,
and is the currency of the primary economic environment in which it operates.
Foreign transactions are accounted in accordance with the policies set out
below.
c) Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries) made up
to 30 June each year. Control is achieved where the Company has the power to
govern the financial and operating policies of an investee entity so as to
obtain benefits from its activities. All intra-group transactions, balances,
income and expenses are eliminated on consolidation. Subsidiaries are included
in the consolidated financial statements from the date that control commences
until the date that control ceases. A list of all the Company's subsidiary
undertakings is provided in note 13 and for the business combination details,
refer to note 20.
d) Going concern
These financial statements have been prepared on a going concern basis. In
considering the appropriateness of this assumption, the Board has considered
the Group's projections for the twelve months from the date of approval of
this financial information, including cash flow forecasts. The directors are
confident that based on the Group's forecasts and the capital raise of
approximately £4.2 million (before costs) in June 2025, the Group will have
enough funds to continue in operation for at least 12 months from the date of
signing these financial statements. The Directors believe that the Group has
adequate resources to continue in operational existence for the foreseeable
future and therefore adopt the going concern basis of accounting in preparing
these financial statements.
e) Estimates and judgements
The preparation of financial statements requires the Board to make judgements,
estimates and assumptions that may affect the application of accounting
policies and reported amounts of assets and liabilities as at each balance
sheet date and the reported amounts of revenues and expenses during each
reporting period. Any estimates and assumptions are based on experience and
any other factors that are believed to be relevant under the circumstances and
which the Board considers to be reasonable. Actual outcomes may differ from
these estimates. Any revisions to accounting estimates will be recognised in
the period in which the estimate is revised if the revision affects only that
period. If the revision affects both current and future periods, the change
will be recognised over those periods.
The following are the critical judgements that the Directors have made in the
process of applying the Group's accounting policies and that have the most
significant effect on the amounts recognised in the consolidated financial
statements.
Estimation of the lifetime of intangible assets
Intangible assets acquired separately from a business are recognised at cost
and are subsequently measured at cost less accumulated amortization and
accumulated impairment losses.
Intangible assets recognised are reviewed against the criteria for
capitalisation with useful life determined by reference to the underlying
product being developed. Management believes that the assigned values and
useful lives, as well as the underlying assumptions, are reasonable, though
different assumptions and assigned lives could have a significant impact on
the reported amounts.
Useful lives are also examined on an annual basis and adjustments, where
applicable are made on a prospective basis. The Group does not have any
intangible assets with indefinite lives.
Amortisation is calculated so as to write off the cost of an asset, less its
estimated residual value, over the useful life of that asset as follows:
Patents & Trademarks -
10% straight line
Brands -
10% straight line
Customer Relationships - 25%
straight line
Capitalisation of development costs
During the year £152,530 (2024: £169,996) of development costs were
capitalised, bringing the total amount of development costs capitalised, as
intangible assets, as at 30 June 2025, to £1,009,405 (2024: £860,391), net
of amortisation. Management has reviewed the balances by project, compared the
carrying amount to expected future revenues and is satisfied that no
impairment exists and that the costs capitalised will be fully recovered as
the products are launched to market. New product projects are monitored
regularly and should the technical or market feasibility of a new product be
in question, the project would be cancelled and capitalised costs to date will
be removed from the balance sheet and charged to the statement of
comprehensive income.
Inventory valuation
Inventory is carried at the lower of cost and net realisable value, using the
first in first out method. Appropriate provisions for estimated irrecoverable
amounts due to slow-moving or obsolete inventory are recognised in the income
statement where there is objective evidence that the assets are impaired.
The provision is £21,764 at 30 June 2025 (2024: £nil).
Recoverability of goodwill, customer relationships and trade name intangible
assets
As noted above, part of the Company's strategy is to grow through acquisitions
which has led to material goodwill, customer relationships and trade name
intangible assets being recognised on the balance sheet. Goodwill, which is
allocated across CGUs, is tested annually to determine if there is any
indication of impairment by comparing the carrying amount of the goodwill to
the recoverable amount of the CGU to which it has been allocated. Assumptions
and estimates are used to determine the recoverable amount of each CGU,
principally based on the present value of estimated future cash flows. Actual
performance may differ from management's expectations. The estimates and
assumptions used in performing impairment testing are described in note 12.
Customer relationships and trade name intangible assets are also reviewed
annually for indicators of impairment and if an indicator of impairment exists
then similar recoverability testing, involving the use of estimates and
assumptions, is performed for the business to which the customer relationships
and trade name intangible assets relate. The useful economic lives of customer
relationships and trade name intangible assets are also reviewed at least
annually, with any revisions to the original estimated useful economic lives
accounted for prospectively.
Refund accruals
Accruals for sales returns are estimated on the basis of historical returns
and are recorded so as to allocate them to the same period in which the
original revenue is recorded. These accruals are reviewed regularly and
updated to reflect The Board's latest best estimates. The Board do not believe
that the difference between the accrual estimate and actual returns will be
material.
The accrual for net refunds totalled £nil at 30 June 2025 (2024: £255). The
expected returns rate would need to differ to actual returns by 10% to have an
impact of +/- £1,945 on reported revenue and on operating profit. The choice
of a 10% change for the determination of sensitivity represents an extreme
variation in the return rate.
Share-based payments
The Group measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by using the Black-Scholes
model taking into account the terms and conditions upon which the instruments
were granted. The accounting estimates and assumptions relating to
equity-settled share-based payments would have no impact on the carrying
amounts of assets and liabilities within the next annual reporting period but
may impact profit or loss and equity. The judgments made and the model used
are further specified in note 24.
Estimation of incremental borrowing rate in accounting for leases under IFRS16
In recognising a lease liability and right-of-use asset under IFRS 16 the
Group has used an estimated incremental borrowing rate of 8%. The Group does
not have any borrowings, so in order to apply IFRS 16 it was necessary to
estimate the incremental borrowing rate that would be faced by the Group. The
rate of 8% was determined by looking at a range of loans available on the
market. If the interest rate used in the calculation were higher, this would
have the effect of reducing the size of both the lease liability and
right-of-use asset, reducing the depreciation charge and increasing the
interest charge in the consolidated income statement. The overall change to
the Company Income Statement and the Company Statement of Financial Position
would be immaterial. There would be no change to operating cash flows or lease
payments as a result of a change in the estimate of the incremental interest
rate.
f) Application of new and revised International Financial Reporting
Standards (IFRSs)
The Group has adopted all of the new or amended Accounting Standards and
interpretations issued by the International Accounting Standards Board
('IASB') or the IFRS Interpretations Committee ('IFRIC') that are mandatory
and relevant to The Group's activities for the current reporting period.
The following standards, amendments and interpretations are new and effective
for the year ended 30 June 2025 and have been adopted. None of the
pronouncements had a material impact on the Group's consolidated results,
assets and liabilities.
Reference Title Summary Application date of standard (Periods commencing on or after)
IAS 1 Disclosure of Accounting Policies Amendments to clarify how conditions or covenants affect the classification of 1 January 2024
liabilities.
IFRS 16 Leases Amendments to address subsequent measurement in sale and leaseback 1 January 2024
transactions.
New and revised IFRSs in issue but not yet effective
There are a number of new and revised IFRSs that have been issued but are not
yet effective that the Group has decided not to adopt early. The most
significant of these are as follows:
Reference Title Summary Application date of standard (Periods commencing on or after)
IFRS18 Presentation of Financial Statements IFRS 18 replaces IAS1 on financial statement presentation. 1 January 2027
The adoption of these Standards and Interpretations, specifically IFRS18, is
not expected to have a material impact on the financial information of the
Group in the period of initial application when they come into effect.
g) Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling
at the date of the transaction. Monetary assets and liabilities denominated in
foreign currencies at the balance sheet date are translated at the exchange
rate ruling at that date. Foreign exchange differences on translation are
recognised in the income statement. Non-monetary assets and liabilities that
are measured in terms of historical cost in a foreign currency are translated
using the exchange rate at the date of the transaction. Non-monetary assets
and liabilities denominated in foreign currencies that are stated at fair
value are translated at foreign exchange rates ruling at the dates the fair
value was determined.
h) Revenue recognition
Revenue consists of internet sales, in addition to postage receipts, as well
as sales to a range of distributors, national pharmacy chains and wholesalers,
with the Group acting as the Principal in all arrangements. Revenues are
recorded net of an appropriate deduction for actual and expected returns,
sales discounts and sales taxes.
Revenue is recognised on the satisfaction of performance obligations and an
assessment of when control is transferred to the customer. This is on dispatch
of goods to the customer.
Royalty income is recognised on an accrual basis in accordance with the terms
of the underlying royalty agreement. Revenue is measured based on the
consideration to which the company expects to be entitled, calculated as a
percentage of sales. Royalty income is recognised when it is probable that
economic benefits will flow to the company and the amount can be reliably
measured.
i) Research and development
Research expenditure is written off to the statement of comprehensive income
in the year in which it is incurred.
Development expenditure is written off in the same way unless the directors
are satisfied as to the technical, commercial and financial viability of
individual projects. In this situation, the expenditure is deferred and
amortised over the period during which the Group is expected to benefit.
j) Inventories
Inventory is carried at the lower of cost and net realisable value. Cost is
determined using the first in, first out method and represents the purchase
cost, including transport, handling costs and duties.
Appropriate provisions for estimated irrecoverable amounts due to slow-moving
or obsolete inventory are recognised in the income statement where there is
objective evidence that the assets are impaired.
k) Property, plant and equipment
Property, plant and equipment are stated at historical cost less subsequent
accumulated depreciation and accumulated impairment losses, if any. Historical
cost includes expenditure that is directly attributable to the acquisition of
the items.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. All other repairs and maintenance are
charged to profit or loss during the financial period in which they are
incurred.
Depreciation on property, plant and equipment is calculated using the
straight-line method to write off their cost over their estimated useful lives
at the following annual rates:
- Plant & machinery 50%
Useful lives and depreciation method are reviewed and adjusted if appropriate,
at the end of each reporting period.
An item of property, plant and equipment is derecognised upon disposal or when
no future economic benefits are expected to arise from the continued use of
the asset. Any gain or loss arising on the disposal or retirement of an item
of property, plant and equipment is determined as the difference between the
sales proceeds and the carrying amount of the relevant asset, and is
recognised in profit or loss in the year in which the asset is derecognised.
l) Impairment testing of intangible assets
At the end of each reporting period, the Group reviews the carrying amounts of
its intangible assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated to determine the extent of the
impairment loss (if any). Intangible assets with indefinite useful lives are
tested for impairment at least annually, and whenever there is an indication
that the assets may be impaired.
m) Business combinations and goodwill
Business combinations are accounted for under IFRS 3 Business Combinations
(Revised) using the acquisition method. The cost of an acquisition is measured
as the aggregate of the consideration transferred, measured at
acquisition-date fair value. Acquisition costs incurred are expensed and
included in administrative expenses.
When the Group acquires a business, it assesses the financial assets and
liabilities assumed for appropriate
classification and designation in accordance with the contractual terms,
economic circumstances and pertinent conditions as at the acquisition date.
Any contingent consideration to be transferred by the acquirer will be
recognised at fair value at the acquisition date. Subsequent changes to the
fair value of the contingent consideration which is deemed to be an asset or
liability will be recognised in accordance with IFRS 9 in the income
statement.
Goodwill is initially measured at cost, being the excess of the aggregate of
the acquisition-date fair value of the consideration transferred over the net
identifiable amounts of the assets acquired and the liabilities assumed in
exchange for the business combination. Assets acquired and liabilities assumed
in transactions separate from the business combinations, such as the
settlement of pre-existing relationships or post-acquisition remuneration
arrangements, are accounted for separately from the business combination in
accordance with their nature and applicable IFRSs. Identifiable intangible
assets, meeting either the contractual-legal or separability criterion, are
recognised separately from goodwill. Contingent liabilities representing a
present obligation are recognised if the acquisition-date fair value can be
measured reliably.
Brands and customer relationships arising on the acquisition of business
combinations, are measured at cost less accumulated amortisation and
accumulated impairment losses. The acquired brand is a well-know brand which
is registered, has a good track record and has a finite useful life. Customer
relationships are measured at the time of the business combination and have
finite useful lives.
n) Leasing
A lease is defined as 'a contract, or part of a contract, that conveys the
right to use an asset (the underlying asset) for a period of time in exchange
for consideration'. To apply this definition the Group assesses whether each
of the following criteria apply:
• the contract contains an identified asset, which is either explicitly
identified in the contract or implicitly specified by being identified at the
time the asset is made available to the Group;
• the Group has the right to obtain substantially all of the economic
benefits from use of the identified asset throughout the period of use,
considering its rights within the defined scope of the contract; and
• the Group has the right to direct the use of the identified asset
throughout the period of use. The Group assesses whether it has the right to
direct 'how and for what purpose' the asset is used throughout the period of
use.
Measurement and recognition of leases as a lessee
At the commencement date of a lease, the Group recognises a right-of-use asset
and a lease liability on the balance sheet. The right-of-use asset is measured
at cost, which is made up of the initial measurement of the lease liability,
any initial direct costs incurred by the Group, an estimate of any costs to
dismantle and remove the asset at the end of the lease, and any lease payments
made in advance of the lease commencement date, net of any incentives
received.
The Group depreciates right-of-use assets on a straight-line basis from the
lease commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. The Group also assesses the
right-of-use asset for impairment when indicators of impairment exist.
At the commencement date of a lease, the Group measures the lease liability at
the present value of the lease payments unpaid at that date, discounted using
the interest rate implicit in the lease if that rate is readily available, or
the Group's incremental borrowing rate. Details of this borrowing rate are
given in note 2e.
Lease payments included in the measurement of the lease liability are made up
of fixed payments (including in substance fixed), variable payments based on
an index or rate, amounts expected to be payable under any residual value
guarantees and payments arising from options reasonably certain to be
exercised.
Subsequent to initial measurement, the liability is reduced for payments made
and increased for interest. It is remeasured to reflect any reassessment or
modification, or if there are changes in in-substance fixed payments. If a
lease liability is remeasured, a corresponding adjustment is reflected in the
value of the right-of-use asset, or, if the carrying value of the right-of-use
asset is already reduced to zero, the income statement.
The Group has elected to account for short-term leases (with a term of up to
12 months) and leases of low-value
assets using the practical expedients available in IFRS 16. Instead of
recognising a right-of- use asset and lease liability, the payments in
relation to such leases are recognised as an expense in the income statement
on a straight-line basis over the lease term.
o) Tax
Current tax
The tax currently payable is based on taxable profit for the period. Taxable
profit differs from 'profit before tax' as reported in the income statement
because of items of income or expense that are taxable or deductible in other
periods and items that are never taxable or deductible. The Group's current
tax is calculated using rates that have been enacted during the reporting
period.
Deferred tax
Deferred tax is provided using the balance sheet liability method, providing
for temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for tax
purposes. The amount of deferred tax provided is based on the expected manner
of realisation or settlement of the carrying amount of assets and liabilities,
using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only if it can be regarded as more likely
than not that there will be suitable taxable profits from which the future
reversal of the underlying temporary differences can be deducted.
p) Payroll expense and related contributions
Wages, salaries, payroll tax, paid annual leave and sick leave, bonuses, and
non-monetary benefits are accrued in the period in which the associated
services are rendered.
q) Share-based compensation
The Group issues share based payments to certain directors and others
providing similar services. The fair value of the employee and suppliers
services received in exchange for the grant of the options is recognised as an
expense. The total amount to be expensed over the vesting year is determined
by reference to the fair value of the options granted, excluding the impact of
any non-market vesting conditions (for example, profitability and sales growth
targets). Non-market vesting conditions are included in assumptions about the
number of options that are expected to vest. At each statement of financial
position date, the entity revises its estimates of the number of options that
are expected to vest. It recognises the impact of the revision to original
estimates, if any, in the income statement, with a corresponding adjustment to
equity.
The proceeds received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium when the options
are exercised.
The fair value of share-based payments recognised in the income statement is
measured by use of the Black Scholes model, which takes into account
non-market conditions attached to the vesting and exercise of the equity
instruments. The expected life used in the model is adjusted; based on
management's best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations. The share price volatility
percentage factor used in the calculation is based on management's best
estimate of future share price behaviour and is selected based on past
experience, future expectations and benchmarked against peer companies in the
industry.
r) Financial assets and liabilities
Financial assets and liabilities are recognised when the Group unconditionally
becomes a party to the contractual terms of the instrument. Unless otherwise
indicated, the carrying amounts of financial assets and liabilities are
considered by the directors to be a reasonable estimate of their fair values
at each balance sheet date.
Financial assets include trade and other receivable; these are classified as
loans and receivables. Financial liabilities include trade and other payables,
convertible loan notes and borrowings; these are classified as other financial
liabilities carried at amortised cost.
Classification as debt or equity
Debt and equity instruments issued by the Group are classified as either
financial liabilities or as equity in accordance with the substance of the
contractual arrangements and the definitions of a financial liability and an
equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities. Equity instruments
issued by the Group are recognised as the proceeds received, net of direct
issue costs.
Derecognition
Financial assets are derecognised when rights to receive cash flows from the
assets expire or, the financial assets are transferred and the Group has
transferred substantially all the risks and rewards of ownership of the
financial assets. On derecognition of a financial asset, the difference
between the asset's carrying amount and the sum of the consideration received
and receivable and the cumulative gain or loss that had been recognised in
other comprehensive income and accumulated in equity is recognised in profit
or loss.
Financial liabilities are derecognised when the obligation specified in the
relevant contract is discharged, cancelled or expires. The difference between
the carrying amount of the financial liability derecognised and the
consideration paid and payable is recognised in profit or loss.
When the terms of a financial liability are renegotiated and result in the
Group issuing equity instruments to a creditor of the Group to extinguish all
or part of the financial liability, the Group recognises the issue of equity
instruments at their fair values. Any difference between the fair value of the
equity instruments and the carrying amount of the financial liability to be
extinguished is recognised in the income statement.
Trade and other receivables
Trade and other receivables are recognised initially at their fair value and
subsequently at their amortised cost using the effective interest method, less
provision for impairment. If there is objective evidence that the
recoverability of the asset is at risk, appropriate allowances for any
estimated irrecoverably amounts are recognised in the income statement.
Intercompany receivables
Amounts owed by subsidiary undertaking represent loans made to the Company's
main subsidiary on an interest-free basis. No repayment terms have been
mandated and are repayable on demand.
IFRS 9's impairment requirements use forward-looking information to recognise
expected credit losses - the 'expected credit loss (ECL) model'.
The Group considers a broad range of information when assessing credit risk
and measuring expected credit losses, including past events, current
conditions, reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
• financial instruments that have not deteriorated significantly in credit
quality since initial recognition or that have low credit risk ('Stage 1');
• financial instruments that have deteriorated significantly in credit
quality since initial recognition and whose credit risk is not low ('Stage
2'); and
• financial assets that have objective evidence of impairment at the
reporting date ('Stage 3').
'12-month expected credit losses' are recognised for 'Stage 1' financial
instruments, while 'lifetime expected credit losses' are recognised for 'Stage
2' financial instruments. Measurement of the expected credit losses is
determined by a probability weighted estimate of credit losses over the
expected life of the financial instrument.
The Group considers that the current intercompany loan should be recognised as
Stage 1, and 12- month
expected credit losses have been calculated.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and demand deposits and other
short-term highly liquid investments with maturities of three months or less
at inception that are readily convertible to a known amount of cash and are
subject to an insignificant risk of changes in value.
Trade and other payables
Trade and other payables are recognised initially at their fair value, net of
transaction costs, and subsequently at their amortised cost using the
effective interest method.
Financial risk management
Risk management objectives
Management identify and evaluate financial risks on an on-going basis. The
principal risks to which the Group is exposed are market risk (including
interest rate risk, and cash flow risk), credit risk, and liquidity risk.
Market risk
Market risk is defined as the risk that the fair value of future cash flows of
a financial instrument will fluctuate because of changes in market prices. The
Group's market risks arise from open positions in (a) interest-bearing assets
and liabilities, and (b) foreign currencies; to the extent that these are
exposed to general and specific market movements (see details below).
Interest rate risk
The Group's interest-bearing assets comprise of only cash and cash
equivalents. As the Group's interest- bearing assets do not generate
significant amounts of interest; changes in market interest rates do not have
any significant direct effect on the Group's income.
Currency risk
The Group is exposed to movement in foreign currency exchange rates arising
from normal trading transactions that are denominated in currencies other than
the respective functional currencies of the Group. The Group does not have a
policy to hedge its exposure to foreign currency exchange risk as currently
overseas transactions are only a small percentage of total transactions and
fluctuations in foreign currencies are not expected to significantly affect
the Group's total transactions. In future the Group may consider hedging its
exposure to foreign currency exchange risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. Credit risk
arises from cash balances (including bank deposits, cash and cash equivalents)
and credit exposures to trade receivables. The Group's maximum exposure to
credit risk is represented by the carrying value of cash and cash equivalents
and trade receivables. Credit risk is managed by monitoring clients and
performing credit checks before accepting any customers.
Liquidity risk
Liquidity risk is the risk that the Group may encounter difficulty in meeting
its obligations associated with financial liabilities that are settled by
delivering cash or other financial assets.
The Group seeks to manage its liquidity risk by ensuring that sufficient
liquidity is available to meet its foreseeable needs.
s) Capital management
The Group manages its capital to ensure that it will be able to continue as a
going concern while maximising the return to stakeholders. The Group's overall
strategy remained unchanged during the period.
The capital structure of the Group consists of cash and cash equivalents,
issued capital, the share premium account, the share-based compensation
reserve resulting from the grant of equity-settled share options to selected
directors and others providing similar services, and retained earnings.
The Group is not subject to any externally imposed capital requirements.
As part of the Group's management of capital structure, consideration is given
to the cost of capital.
3. Segmental information
IFRS 8 'Operating Segments' requires operating segments to be determined based
on The Group's internal reporting to the Chief Operating Decision Maker. The
Chief Operating Decision Maker has been determined to be The Board of
Directors which receives information on the basis of the Group's operations in
key geographical territories, based on the Group's management and internal
reporting structure. Based on this assessment the Group consider there to be 4
operating segments. Despite there being 4 operating segments, it is not
currently feasible to allocate assets and liabilities to the operating
segments. As these operating segments grow, we expect that allocation of
assets and liabilities will be possible. Administrative expenses are not
segmented for accounting purposes as the Board do not review these by segment
currently.
Year ended 30 June 2025
UK US EU RoW Total
£ £ £ £ £
Sales of products 3,124,113 147,493 1,222,584 143,957 4,638,147
Cost of sales (1,504,174) (30,805) (195,185) (48,703) (1,778,867)
Gross profit 1,619,939 116,688 1,027,399 95,254 2,859,280
Year ended 30 June 2024
UK US EU RoW Total
£ £ £ £ £
Sales of products 990,350 35,363 102,676 80,280 1,208,669
Cost of sales (444,616) (8,238) (39,862) (32,915) (525,631)
Gross profit 545,734 27,125 62,814 47,365 683,038
Due to the nature of its activities, the Group is not reliant on any
individual major customers.
4. Expenses - analysis by nature
Group
2025 2024
£ £
Other income (7,841) (15,726)
Selling and distribution costs 293,375 170,597
Depreciation of right-of-use asset 95,448 35,704
Depreciation of plant and equipment 58,295 49,260
Research and development 127,347 512,115
Directors remuneration (including consultancy fees) 746,501 761,311
Staff costs 669,950 373,923
Foreign exchange differences 7,349 1,041
Auditors remuneration
- audit fees 77,000 66,400
- other services 6,500 4,025
Other operating costs 1,908,491 1,629,520
Total operating expenses 3,982,415 3,588,170
5. Finance costs
Group
2025 2024
£ £
Interest payable 26,758 6,944
Other interest charges 4,189 7,762
Loan Interest 58,794 -
Convertible loan interest 2,240 29,054
91,981 43,760
Interest payable represents amounts arising on leases accounted for under IFRS
16.
6. Employees and Directors
Group 2025 2024
The average monthly number of employees and senior management was: Number Number
Executive directors 2 2
Non-executive directors 3 3
Employees 29 9
Average total persons employed 34 14
As at 30 June 2025 the Group had 41 employees (2024: 15).
Group 2025 2024
Staff costs in respect of these employees were: £ £
Wages and salaries 1,135,461 922,275
Social security costs 153,755 108,419
Defined contribution pensions 40,969 18,867
Total remuneration 1,330,185 1,049,561
Some of these staff costs are included within research and development.
Group 2025 2024
Directors remuneration: £ £
Stuart J. Ashman 358,740 367,306
Manprit Randhawa 218,775 257,613
Simon Hewitson 30,303 -
Martin Hunt 72,787 71,676
Dr Cathy Prescott 36,026 36,099
Danielle Bekker 29,870 28,617
Total remuneration 746,501 761,311
Group 2025 2024
Directors remuneration: £ £
Remuneration 656,560 676,912
Company contributions to pension schemes 15,985 12,110
Social Security Costs 73,956 72,289
Total remuneration 746,501 761,311
All the directors above can be considered to be key management and have the
responsibility for planning, directing and controlling, directly or
indirectly, the activities of the Company.
The remuneration of directors and key executives is determined by the
remuneration committee having regard to the performance of individuals and
market trends.
The Company operates a defined contribution pension scheme for employees and
directors. The assets of the scheme are held separately from those of the
Company in independently administered funds. The amounts outstanding at 30
June 2025 are £7,515 (2024: £2,911).
The number of directors to whom retirement benefits are accruing in respect of
qualifying services under defined contribution pension schemes is 3 (2024: 2).
The highest paid director received total emoluments of £358,740 (2024:
£367,306) during the year.
7. Taxation
Group
Income taxes recognised in profit or loss 2025 2024
£ £
Current tax
Current period - UK corporation tax - (4,476)
R&D tax credit (18,863) (68,426)
Tax credit for the year 18,863 72,902
The tax charge for each period can be reconciled to the loss per the statement
of comprehensive income as follows:
Taxable losses (715,116) (2,948,892)
Normal applicable rate of tax 24.53% 25.00%
Loss on ordinary activities multiplied by normal rate of tax (175,435) (737,223)
Effects of:
Depreciation 92,503 31,015
Disallowables 13,112 85,165
Capital allowances (20,508) (3,740)
R&D enhanced deductions - (78,927)
R&D tax credit (18,863) (68,426)
Group relief 412 -
Losses surrendered - 201,594
Unused tax losses carried forward 89,916 497,640
UK tax charge/(credit) (18,863) (72,902)
The Group has an unrecognised deferred tax asset of £2,794,998 (2024:
£2,705,082) at the period end, which has not been recognised in the financial
statements due to uncertainty of future profits. The Group has an estimated
tax loss of £11,188,351 (2024: £10,820,328) available to be carried forward
against future profits.
8. Loss per share
Group
2025 2024
£ £
Basic and diluted loss per share
Total comprehensive loss for the year (696,253) (2,875,990)
Weighted average number of shares 227,866,899 186,287,360
Basic and diluted loss per share (pence) (0.31) (1.54)
As the Group and Company are reporting a loss from continuing operations for
the year 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.
9. Property, plant and equipment
Group Company
£ £
Cost
At 1 July 2023 99,994 99,994
Additions 14,959 14,959
At 30 June 2024 114,953 114,953
Additions 6,300 -
Disposals (103,452) -
Arising on acquisition 388,025 -
At 30 June 2025 405,826 114,953
Accumulated depreciation
At 1 July 2023 21,336 21,336
Charge for the year 49,260 49,260
At 30 June 2024 70,596 70,596
Charge for the year 58,385 41,018
Disposals (79,446) -
At 30 June 2025 49,535 111,614
Net book value
At 1 July 2023 78,658 78,658
At 30 June 2024 44,357 44,357
At 30 June 2025 356,291 3,339
10. Right-of-use assets
Group Company
£ £
Cost
At 1 July 2023 158,754 158,754
Additions 13,214 13,214
At 30 June 2024 171,968 171,968
Additions 395,493 4,572
At 30 June 2025 567,461 176,540
Accumulated amortisation
At 1 July 2023 64,252 64,252
Charge for the year 35,704 35,704
At 30 June 2024 99,956 99,956
Charge for the year 95,448 36,810
At 30 June 2025 195,404 136,766
Net book value
At 1 July 2023 94,502 94,502
At 30 June 2024 72,012 72,012
At 30 June 2025 372,057 39,774
11. Goodwill
Net Book Value £
Cost
At 1 July 2024 2,038,325
Acquired through business combinations 381,315
At 30 June 2025 2,419,640
During the year an amount of £0.4m (2024: £2.0m) has been acquired through
business combinations (see note 20).
Goodwill represents the excess of consideration over the fair value of the
Group's share of the net identifiable assets of the acquired subsidiary at the
date of acquisition.
Impairment testing
The carrying amount of goodwill is allocated across CGUs and is tested
annually for impairment by comparing the recoverable amount of each CGU with
its carrying value.
The identification of CGUs reflects the way the business is managed and
monitored on a business-by-business basis, taking into account the generation
of cash flows and the sharing of synergies. Given the similar nature of the
activities of each CGU, a consistent methodology is applied across the Group
in assessing CGU recoverable amounts.
The recoverable amount is the higher of the value in use and the fair value
less the costs of disposal. The value in use is the present value of the cash
flows expected to be generated by the CGU over a projection period together
with a terminal value. The projection period is the time period over which
future cash flows are predicted. The Group's methodology is to use a
projection period of four years consisting of detailed cash flow forecasts for
the first two years and CGU specific growth assumptions for years three and
four. For periods after this four-year period, the methodology applies a
long-term growth rate specific to the CGU to derive a terminal value.
The value in use calculations is principally sensitive to revenue growth,
including any significant changes to the customer base, achievability of
future profit margins and the discount rates used in the present value
calculation. The information used for valuation purposes takes into
consideration past experience and the current economic environment with regard
to customer attrition rates and additions to the customer base, the ability to
introduce price increases and new products and experience in controlling the
underlying cost base. This information is used to determine a long-term growth
rate which is consistent with the geographic segments in which the Group
operates and management's assessment of future operating performance and
market share movements. The discount rates used are determined with assistance
provided by external valuation specialists.
The weighted average long term growth rate used in 2025 was in the range of
7%-10% (2024: 8%-15%) reflecting the anticipated revenue and profit growth. A
pre-tax discount rate of 20% (2024: 40%) has been applied to the value in use
calculations reflecting market assessments of the time value of money at the
balance sheet date.
Based on our impairment testing, no impairments were identified to the
carrying value of goodwill within the Group. As for the impairment testing for
the Group's CGUs noted above, value in use calculations were prepared based on
management's latest expectations of the performance of the relevant business
over a five-year projection period and appropriate long-term growth and
discount rates.
12. Intangible assets
Group
Patents & trademarks Customer relationships Brands Total
£ £ £ £
Cost
At 1 July 2023 701,237 - - 701,237
Additions 169,996 577,000 25,000 771,996
At 30 June 2024 871,233 577,000 25,000 1,473,233
Additions 152,530 574,000 - 726,530
At 30 June 2025 1,023,763 1,151,000 25,000 2,199,763
Accumulated amortisation
At 1 July 2023 906 - - 906
Charge for the year 9,936 72,179 1,253 83,368
At 30 June 2024 10,842 72,179 1,253 84,274
Charge for the year 3,516 239,981 2,507 246,004
At 30 June 2025 14,358 312,160 3,760 330,278
Net book value
At 1 July 2023 700,331 - - 700,331
At 30 June 2024 860,391 504,821 23,747 1,388,959
At 30 June 2025 1,009,405 838,840 21,240 1,869,485
Company
Patents & trademarks Customer relationships Brands Total
£ £ £ £
Cost
At 1 July 2023 624,255 - - 624,255
Additions 177,595 - - 177,595
At 30 June 2024 801,850 - - 801,850
Additions 83,125 - - 83,125
At 30 June 2025 884,975 - - 884,975
Accumulated amortisation
At 1 July 2023 - - - -
Charge for the year - - - -
At 30 June 2024 - - - -
Charge for the year - - - -
At 30 June 2025 - - - -
Net book value
At 1 July 2023 624,255 - - 624,255
At 30 June 2024 801,850 - - 801,850
At 30 June 2025 884,975 - - 884,975
Intellectual property is to be amortised over the expected period that the
asset generates income. A small part of the IP belonging to the active
subsidiary, AxisBiotix Limited, commenced amortisation in the year ending 30
June 2024.
13. Investments
Company: Investments in subsidiary undertakings £
Cost
At 1 July 2023 482,434
Additions 3,160,426
At 30 June 2024 3,642,860
Additions 2,050,962
At 30 June 2025 5,693,822
As at 30 June 2025, the Company directly owned the following subsidiaries:
Name of company Country of incorporation Proportion of equity interest
SkinBiotix™ Limited United Kingdom 100% of ordinary shares
AxisBiotix Limited United Kingdom 100% of ordinary shares
MediBiotix Limited United Kingdom 100% of ordinary shares
CleanBiotix Limited United Kingdom 100% of ordinary shares
PharmaBiotix Limited United Kingdom 100% of ordinary shares
Dermatonics Limited United Kingdom 100% of ordinary shares
Bio-Tech Solutions Limited United Kingdom 100% of ordinary shares
(acquired 11th October 2024)
14. Inventories
Group
2025 2024
£ £
Inventories 800,154 472,419
800,154 472,419
The cost of inventories recognised as an expense during the year was
£1,778,867 (2024: £525,631).
The cost of inventories recognised as an expense includes £21,764 (2024:
£nil) in respect of write-downs of inventory to net realisable value.
15. Trade and other receivables
Group Company
2025 2024 2025 2024
£ £ £ £
Current
Trade debtors 618,824 279,806 - -
Accrued Income 769,000 - 769,000 -
Sales taxes recoverable 467 - 34,634 24,348
Other receivables 23,437 61,348 11,021 11,589
Prepayments 116,900 56,934 41,061 53,117
1,528,628 398,088 855,716 89,054
Non-current
Amounts due from group undertakings - - 1,619,723 1,593,553
- - 1,619,723 1,593,553
The fair values of the Company's current trade and other receivables are
considered to equate to their carrying amounts. The maximum exposure to credit
risk for trade receivables is represented by their carrying amount. There are
no financial assets which are past due but not impaired. No current financial
assets are impaired.
The amounts owed by subsidiary undertakings include loans to AxisBiotix
Limited for £2,104,397 (2024: £1,976,870) which was discounted to
£1,714,047 nil impairment required in the year, with earlier years impairment
of £94,320 to give a current value of £1,619,723 (2024: £1,593,553) under
IFRS 9, as set out in note 2. Although the loan has
no repayment terms, it is anticipated to be repaid in 2 years from the date of
these financial statements.
The amounts owed by Dermatonics (£48,012) and Bio-Tech Solutions (£9,338)
relate to intercompany balances and are payable on demand.
16. Trade and other payables
Group Company
2025 2024 2025 2024
£ £ £ £
Current
Trade creditors 513,328 281,062 228,713 119,116
Accruals 221,140 175,712 174,010 115,812
Sales taxes payable 75,914 23,715 - -
Other taxes 45,185 14,331 27,736 6,095
Other payables 217,352 3,741 188,992 2,304
1,072,919 498,561 619,451 243,327
Trade and other payables principally consist of amounts outstanding for trade
purchases and ongoing costs. They are non-interest bearing and are normally
settled on 30-day terms. The directors consider that the carrying value of
trade and other payables approximates to their fair value. All trade and other
payables are denominated in Sterling. The Company has financial risk
management policies in place to ensure that all payables are paid within the
credit timeframe and no interest has been charged by any suppliers as a result
of late payment of invoices during the period.
The fair value of trade and other payables approximates their current book
values.
17. Lease liabilities
Group
2025 2024
£ £
Maturity analysis
Year 1 138,633 43,485
Year 2 97,946 41,254
Year 3 97,946 -
Year 4 97,946 -
Year 5 24,486 -
456,957 84,739
Less future interest charges (63,491) (5,997)
393,466 78,742
Analysed as
Current 112,112 38,881
Non-current 281,354 39,861
393,466 78,742
2025 2024
£ £
As at 01 July 78,742 100,646
Additional provisions 395,493 -
Discount unwind 26,758 20,855
Utilisation of provisions (107,527) (42,759)
As at 30 June 393,466 78,742
Current 112,112 38,881
Non current 281,354 39,861
393,466 78,742
Company
2025 2024
£ £
Maturity analysis
Year 1 44,397 43,485
Year 2 - 41,254
Year 3 - -
Year 4 - -
Year 5 - -
44,397 84,739
Less future interest charges (1,494) (5,997)
42,903 78,742
Analysed as
Current 42,903 38,881
Non-current - 39,861
42,903 78,742
Bio-Tech Solutions Limited leases certain low-value items such as printers.
These leases are accounted for using the low-value asset exemption under IFRS
16.
During the year, the Company recognised lease expenses of £1,000 relating to
these low-value leases.
18. Convertible Loan Note
In the previous financial year, the Company entered into a £5m convertible
bond facility with Macquarie Bank Limited and CLG Capital LLC, from which a
tranche of £1.6m was drawn down in January 2024 in order to finance the
upfront cash consideration for the acquisition of Dermatonics Limited. The
balance at the end of the year was £740,000.
On the 20(th) June 2024 the company received notice from Macquarie for
£100,000 of Convertible Bonds which were admitted to AIM on 2(nd) July 2024.
Following this conversion the balance outstanding was £640,000.
On the 17(th) July 2024 the company received notice from Macquarie for
£160,000 of Convertible Bonds which were admitted to AIM on 24(th) July 2024.
Following this conversion the balance outstanding bonds was £480,000.
On the 22(nd) July 2024 the company received notice from Macquarie for
£480,000 of Convertible Bonds which were admitted to AIM on 26(th) July 2024.
The company announced there would be no further drawdowns from the facility at
this date and therefore this conversion closed the facility.
Group and Company
2025 2024
£ £
Proceeds of issue of convertible loan notes - 1,600,000
Transaction costs - (128,000)
Net proceeds from issue of convertible loan notes - 1,472,000
2025 2024
£ £
As at 1 July 2024 740,000 -
Drawdown - 1,600,000
Conversions into equity during the year (740,000) (860,000)
Liability at 30 June 2025 - 740,000
The interest expensed for the year is calculated by applying an effective
interest rate of 1% per annum over the 3-month term SONIA rate and payable
quarterly in cash. The interest expense during the year was £2,240 (2024:
£29,054).
19. Borrowings
On 11(th) October 2024, the company entered into a £950,000 loan agreement
with David Brierwood, a long-term shareholder, to fund the Bio-Tech Solutions
acquisition.
The term of the loan was 3 years with quarterly interest payments being made
for the first two years and interest payments and capital repayment in the
third year. The interest rate is 13%.
In addition, the Company entered into a subscription agreement with the same
shareholder to subscribe for 3,289,474 new Ordinary shares at 10.64p raising
£350,000.
The funds from the warrants on exercise will be used to reduce the debt from
£950,000 to £600,000 and these were exercised on 25(th) February 2025.
20. Business combinations
This note details acquisition transactions carried out in the current period.
For accounting policies see 'Business combinations and goodwill' in note 2.
The Group has developed a process to assist with the identification of the
fair values of the assets acquired and liabilities assumed, including the
separate identification of intangible assets in accordance with IFRS 3
'Business Combinations' as revised. This formal process is applied to each
acquisition and involves an assessment of the assets acquired and liabilities
assumed.
The consideration paid or payable in respect of acquisitions comprises amounts
paid on completion and deferred consideration. All consideration has been
allocated against the identified net assets, with the balance recorded as
goodwill. Transaction costs and expenses such as professional fees are charged
to the income statement. The acquisitions provide opportunities for further
development of the Group's activities and to create enhanced returns.
On 11(th) October 2024, SkinBioTherapeutics plc acquired 100% of Bio-Tech
Solutions Ltd for an initial sum of £1.5m plus a completion payment of £0.2m
due 1(st) July 2025 as per the SPA. This gives a total consideration £1.7m.
Aggregate net assets at the date of acquisition:
£
2025
Property, plant and equipment 388,025
Intangible assets -
Cash and cash equivalent 284,230
Trade and other receivables 378,257
Inventories 346,101
Trade and other payables (461,668)
Net assets 934,945
Deferred tax liability (143,500)
Fair Value of Asset at acquisition:
Trade Name -
Customers 574,000
Goodwill 381,314
Total Consideration 1,746,759
Goodwill of £0.4m reflects certain intangibles that cannot be individually
separated and reliably measured due to their nature. These items include value
of expected synergies arising from business combination and the experience and
skill of the acquired workforce. The fair value of the acquired trademark,
brand and customer base was identified and included in intangible assets
detailed in note 13.
Acquisition costs of £289k have been expensed through operating costs.
The acquisition of Bio-Tech Solutions contributed £1.4m to the Group's
revenue and -£31k to the Group's operating loss. This includes accounting
adjustments post acquisition following the adoption of IFRS now it is part of
the larger group.
The estimated contribution from the Bio-Tech Solutions acquisition to the
results of the Group for the year ended 30 June 2025 if such an acquisition
had been made at the start of the financial year are £1.9m to revenue and
-£43k to operating losses.
Deferred Tax Liability
£
As at 1 July 2024 150,624
Recognised in respect of subsidiary's existing temporary differences 61,900
Arising on the recognition of the fair value of customer list at the 143,500
acquisition
As at 30 June 2025 356,024
The deferred tax liability at the beginning of the year relates to the
customer list recognised at the consolidated level from the acquisition of
Dermatonics Limited in the prior year. During the year, the Company recognised
additional deferred tax liabilities in respect of temporary differences on
property, plant, and equipment already recorded in the books of Bio-Tech
Solutions at acquisition, and a further liability arising on the customer list
recognised at the consolidated level from the acquisition of Bio-Tech
Solutions.
Deferred consideration of £250,000 (2024: £750,000) relates to the
acquisition of Dermatonics and has been assessed by management for repayment.
21. Financial instruments
Maturity analysis
A summary table with maturity of financial assets and liabilities presented
below is used by management to manage liquidity risks. The amounts disclosed
in the following tables are the contractual undiscounted cash flows.
Undiscounted cash flows in respect of balances due within 12 months generally
equal their carrying amounts in the statement of financial position, as the
impact of discounting is not material.
The maturity analysis of financial instruments at 30 June 2025 is as follows:
Group
Carrying On demand and less than 3 months 3 to 12 months 1 to 2 years 2 to 5 years
amount
Assets
Cash and cash equivalents 4,779,433 4,779,433 - - -
Trade & other receivables 1,411,728 1,411,728 - - -
6,191,161 6,191,161 - - -
Liabilities
Trade and other payables 951,818 951,818 - - -
Lease liabilities 456,957 65,174 73,459 97,946 220,378
Deferred consideration 250,000 - 250,000 - -
Borrowings 600,000 - - 600,000 -
2,258,775 1,016,992 323,459 697,946 220,378
Company
Carrying On demand and less than 3 months 3 to 12 months 1 to 2 years 2 to 5 years
amount
Assets
Cash and cash equivalents 3,998,493 3,998,493 - - -
Trade & other receivables 780,021 780,021 - - -
Amounts due from group undertakings 1,619,723 1,619,723 - - -
6,398,237 6,398,237 - - -
Carrying amount On demand and less than 3 months 3 to 12 months 1 to 2 years 2 to 5 years
Liabilities
Trade and other payables 591,713 591,713 - - -
Lease liabilities 44,397 12,435 31,962 - -
Deferred consideration 250,000 - 250,000 - -
886,110 604,148 281,962 - -
The maturity analysis of financial instruments at 30 June 2024 was as follows:
Group
Carrying amount On demand and less than 3 months 3 to 12 months 1 to 2 years 2 to 5 years
Assets
Cash and cash equivalents 800,904 800,904 - - -
Trade and other receivables 341,155 341,155 - - -
1,142,059 1,142,059 - - -
Liabilities
Trade and other payables 460,743 460,743 - - -
Lease liabilities 84,739 10,871 32,614 41,254 -
Convertible Loan Note 740,000 - - 740,000 -
Deferred Consideration 750,000 - 500,000 250,000 -
Deferred tax 150,624 - - - 150,624
2,186,106 471,614 532,614 1,031,254 150,624
Company
Carrying amount On demand and less than 3 months 3 to 12 months 1 to 2 years 2 to 5 years
Assets
Cash and cash equivalents 524,854 524,854 - - -
Trade and other receivables 11,588 11,588 - - -
Amounts due from group undertakings 1,593,553 1,593,553 - - -
2,129,995 2,129,995 - - -
Liabilities
Trade and other payables 237,231 237,231 - - -
Lease liabilities 84,739 10,871 32,614 41,254 -
Convertible Loan note 740,000 - - 740,000 -
Deferred consideration 750,000 - 500,000 250,000 -
1,811,970 248,102 532,614 1,031,254 -
22. Changes in liabilities arising from financing activities
Group
1 July 2024 Cash flows New leases Other non-cash changes 30 June 2025
Lease Liabilities 78,742 (107,527) 395,493 26,758 393,466
Convertible Loan 740,000 - - (740,000) -
Borrowings - 600,000 - - 600,000
818,742 492,473 395,493 (713,242) 993,466
1 July 2023 Cash flows New leases Other non-cash changes 30 June 2024
Lease Liabilities 100,646 (42,759) - 20,855 78,742
Convertible Loan - 1,600,000 - (860,000) 740,000
100,646 1,557,241 - (839,145) 818,742
Company
1 July 2024 Cash flows New leases Other non-cash changes 30 June 2025
Lease Liabilities 78,742 (45,194) - 9,355 42,903
Convertible Loan 740,000 - - (740,000) -
Borrowings - 600,000 - - 600,000
818,742 554,806 - (730,645) 642,903
1 July 2023 Cash flows New leases Other non-cash changes 30 June 2024
Lease Liabilities 100,646 (42,759) - 20,855 78,742
Convertible Loan - 1,600,000 - (860,000) 740,000
Borrowings - - - - -
100,646 1,557,241 - (839,145) 818,742
23. Share capital
Company - Issued and fully paid
Number of shares Share Share
capital premium
As at 1 July 2023 173,138,854 1,731,390 10,947,874
As at 30 June 2024 202,255,223 2,022,552 14,507,673
Ordinary share issued at 1p per share 56,524,240 565,242 7,016,484
Costs related to shares issued - - (436,257)
As at 30 June 2025 258,779,463 2,587,794 21,087,900
On 02 July 2024 1,116,814 ordinary shares were issued by way of conversion at
a price of 8.954040p per share.
On 24 July 2024 1,989,879 ordinary shares were issued by way of conversion at
a price of 8.040687p per share.
On 26 July 2024 5,848,620 ordinary shares were issued by way of conversion at
a price of 8.207064p per share.
On 07 August 2024 14,875,749 ordinary shares were issued by way of a placing
at a price of 10.5p per share to raise finance.
On 17 October 2024 2,349,624 ordinary shares were issued by way of placing at
a price of 10.64p per share to raise funds for Bio-Tech Solutions acquisition.
On 25 February 2025 3,289,474 ordinary shares were issued by way of exercise
of warrants at a price of 10.64p per share.
On 21 March 2025 250,000 ordinary shares were issued by way of exercise of
warrants at a price of 20.43p per share.
On 08 April 2025 1,000,000 ordinary shares were issued by way of exercise of
warrants at a price of 20.43p per share.
On 01 May 2025 1,099,244 ordinary shares were issued by way of exercise of
warrants at a price of 20.43p per share.
On 24 June 2025 24,704,836 ordinary shares were issued by way of a placing at
a price of 17.0p per share to raise finance.
Share capital is the amount subscribed for shares at nominal value, issued and
fully paid.
Share premium is the amount subscribed for share capital in excess of nominal
value.
24. Share-based payments
Share options
The Group operates share-based payment arrangements to remunerate directors
and others providing similar services in the form of a share option scheme.
The exercise price of the option is normally equal to the market price of an
ordinary share in the Group at the date of grant. Each share option converts
into one ordinary share of the Group on exercise. No amounts are paid or
payable by the recipient on receipt of the option. The options carry neither
rights to dividends nor voting rights.
Movements in the number of share options outstanding and their related
weighted average exercise prices are as follows:
Group and company 2025 2024
Number of options Weighted average exercise price Number of options Weighted average exercise price
£ £
Outstanding at 1 July 16,729,343 0.11 16,729,343 0.11
Granted during the year - - - -
Forfeited/cancelled during the year - - - -
Outstanding at 30 June 16,729,343 0.11 16,729,343 0.11
No share options were issued in the year. The charge recognised for the year
ended 30 June 2025 for share options is £nil (2024: £nil). The following
assumptions were used in the calculations:
Deed pool 1 2 3a 3b 3c
Grant date 05/04/17 05/04/17 05/04/17 05/04/17 05/04/17
Exercise price 9p 9p 9p 9p 9p
Share price at grant date 9p 9p 9p 9p 9p
Risk-free rate 0.24% 0.24% 0.16% 0.16% 0.16%
Volatility 60% 60% 60% 60% 60%
Expected life 3.5 years 3.5 years 2.75 years 2.75 years 2.75 years
Fair value 2.58p 1.85p 2.30p 2.30p 2.30p
Deed pool 4 5 6 7 8
Grant date 18/04/19 18/04/19 18/04/19 03/03/20 08/04/20
Exercise price 18p 18p 18p 9.5p 9p
Share price at grant date 18p 18p 18p 9.5p 7p
Risk-free rate 0.75% 0.75% 0.75% 0.29% 0.12%
Volatility 60% 60% 60% 80% 80%
Expected life 3.5 years 3.5 years 3.5 years 0 years 2 years
Fair value 2.85p 3.99p 3.48p 9.50p 0.87p
The closing share price per share at 30 June 2025 was 16.80p (30 June 2024:
8.75p).
Expected volatility is based on a conservative estimate for an AIM listed
entity. The expected life used in the model has been adjusted, based on
management's best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
25. Related party transactions
Group and company
Key management personnel compensation 2025 2024
£ £
Short-term employee benefits including social security costs 730,516 749,201
Post-employment benefits 15,985 12,110
746,501 761,311
Compensation figures above include directors and key management personnel.
Detailed remuneration disclosures for directors are provided in the employees
and directors note on page 49, and in the Directors Report.
At the year end there was loan between the parent company and AxisBiotix
Limited, this is disclosed in Note 15.
Transactions with other related parties
During the period ended 30 June 2025, the Company was charged fees of £57,511
(2024: £57,123) by Invictus Management Ltd, a company in which Martin Hunt, a
director of the Company, is also a director. These fees relate to Martin
Hunt's consultancy services to the Company. As at 30 June 2025 £nil (2024:
£5,557) was outstanding.
During the period ended 30 June 2025, the Company was charged fees of £28,755
(2024: £28,550) by Biolatris Ltd, a company in which Dr Cathy Prescott, a
director of the Company, is also a director. These fees relate to Dr Cathy
Prescott's consultancy services to the Company. As at 30 June 2025 £22,077
(2024: £nil) was outstanding.
26. Ultimate controlling party
No one shareholder has control of the Company.
27. Events after the reporting date
The Company has evaluated all events and transactions that occurred after 30
June 2025 up to the date of signing of the financial statements.
No other material subsequent events have occurred that would require
adjustment to or disclosure in the financial statements.
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