REG - Venture Life Group - Final Results for year ended 31 December 2024
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RNS Number : 0353P Venture Life Group PLC 30 June 2025
30 June 2025
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VENTURE LIFE GROUP PLC
("Venture Life", "VLG" or the "Group")
Final Results for year ended 31 December 2024
Core business delivered strong growth at higher margins and Group benefits
from €62m divestment
Venture Life (AIM: VLG), a leader in product innovation, development and
commercialisation within the global consumer healthcare sector, announces its
audited results for the year ended 31 December 2024.
In May 2025, the Company announced that it had entered into a binding
agreement with BioDue S.p.A ("Biodue") for the sale of contract development
and manufacturing operations ("CDMO") and certain non-core products ("Non-Core
Products") for €62 million in cash on a cash free, debt free basis.
Furthermore, the Group is actively marketing its oral care brands, which now
sit outside of the key strategic objectives of the Group as well as being
dilutive to overall margins, for sale (together with CDMO and certain non-core
products, the "Discontinued Operations"). The Board expects that a transaction
will be completed before the end of 2025.
The 2024 financial results separate the Discontinued Operations from the
ongoing core business ("Continuing Operations") and report the performance of
these as a single amount in the statement of comprehensive income. Assets and
liabilities relating to the Discontinued Operations have been classified as
held for sale in the consolidated statement of financial position at 31
December 2024.
Financial Headlines - Continuing Operations
· Group revenue increased 18.9% to £26.6 million (2023: £22.4
million) and underlying growth of 14.9% excluding acquisitions
· Gross profit increased 31.1% to £12.2 million (2023: £9.3
million) and gross margin improvement to 45.8% (2023: 41.6%)
· Marketing costs as % of revenue increased to 6.1% (2023: 3.9%)
· Adjusted EBITDA(2) increased 26.1% to £6.2
million (2023: £4.9 million) and adjusted EBITDA margin improvement to
23.2% (2023: 21.9%)
· Adjusted profit before tax(3) increased to £4.3
million (2023: £2.8 million) and profit before tax increased to
£nil (2023: loss £0.5 million)
· Adjusted EPS(4) increased 29.6% to 3.37p (2023: 2.60p) and Basic
EPS decreased to loss of (0.02)p (2023: 0.00p)
· Free cash flow increased to £4.3 million (2023: £2.7 million)
and free cash flow conversion improvement to 69.9% (2023: 54.6%)
· Group net leverage(5) increased to 1.83x (2023: 1.30x) and
Group net debt increased to £18.7 million (2023: £13.7 million) following
the acquisition of Health and Her Ltd ("H&H") on 8 November 2024
Financial Headlines - Discontinued Operations
· Revenue from discontinued operations declined 14.3% to £24.9
million (2023: £29.0 million)
· Gross margin improvement to 38.2% (2023: 37.4%)
· Adjusted EBITDA(4) declined 22.1% to £5.2
million (2023: £6.7 million) and adjusted EBITDA margin declined to 20.9%
(2023: 22.9%)
Operational Highlights - Continuing Operations
· 58 new listings achieved across UK retail
· 14.6% increase in UK distribution points for the continuing
business
· Online revenue grew 49% to £5.0 million (2023: £3.3 million)
and represented 18.7% of group revenue (2023: 14.7%)
· 6.1% of group revenue derived from new products (2023: 2.0%)
· Acquisition of H&H on 8 November 2024 delivered £0.8 million
revenue and £0.1 million adjusted EBITDA for the period post-completion
Post period end
· Binding agreement for the sale of the CDMO activities and
non-core products to Biodue SPA announced on 12 May 2025. This is on-track for
completion in July 2025 following Foreign Direct Investments (FDI) approval in
Italy. FDI approval has already been received in Sweden
· First orders delivered to Cooper Consumer Healthcare under new
women's health supply agreement
· H&H brands listed into CVS Pharmacy in the US
· Group net leverage(5) reduced to 1.60x at 31 May 2025, with debt
facility to be paid down in full on completion of the sale of the CDMO
activities and non-core products
· Actively marketing oral care brands that now sit outside key
strategic objectives of the Group for sale
(1) Proforma basis i.e. if the acquisitions had been in place for the whole
of the prior year. This term is applied throughout the document.
(2) Adjusted EBITDA is EBITDA before deduction of share based payments and
exceptional items (i.e. M&A, restructure and integration costs - see note
3 for breakdown of exceptional items). This term is applied throughout the
document (see note 11 for reconciliation of Adjusted EBITDA)
( )
(3) Adjusted profit before tax is profit before tax excluding amortisation
and exceptional items (i.e. M&A, restructure and integration costs - see
note 3 for breakdown of exceptional items)
(4) Adjusted EPS (earnings per share) is profit after tax excluding
amortisation, share-based payments and exceptional items (i.e. M&A,
restructure and integration costs - see note 3 for breakdown of exceptional
items)
(5) Group net leverage calculated as net debt (excluding finance leases) and
using proforma Adjusted EBITDA on a trailing 12-month basis (see note 11 for
reconciliation)
(6) Net debt calculated as gross debt excl. leases and uncrystallised
deferred contingent consideration, less cash & cash equivalents (see note
11 for reconciliation)
Jerry Randall, CEO, commented: "2024 saw an excellent year of growth for the
Venture Life Brands, reflecting the increasing investment in A&P,
operational efficiencies impacting margin, and the high quality acquisition of
Health & Her in Q4 2024, which significantly increased our footprint into
Women's Health and added an exceptional team to our business. 2025 has
continued apace with a good start to the year and the divestment of the CDMO
activities and Non-Core Products have simplified the business and will
precipitate on completion a significant amount of cash to invest in business
growth.
Now positioned as a pure brands consumer healthcare platform, focusing on
products with higher margins and pricing power, we have the resources and
strategic direction to drive significant growth in the near term. Our renewed
vision to be a leader in Proactive Healthy Longevity for all our consumers and
shoppers, will be delivered through a number 1 brand mindset, best in class
digital capabilities, omnichannel approach where the shopper shops and
retaining our core entrepreneurial capabilities to drive organic and acquired
growth. We have a fantastic team and I thank every member for their incredible
diligence and hard work in 2024, and their confidence and energy for the
future. We will miss the team from Biokosmes and Gnesta not being in our
business, but we look forward to a continued excellent relationship with them
as we drive our business going forward together. The future for VLG is very
bright."
Investor Meets Presentation
Jerry Randall (CEO) and Daniel Wells (CFO) will provide a presentation via
Investor Meet Company at a date and time to be announced shortly. The
presentation will be open to all existing and potential shareholders.
Investors can sign up to Investor Meet Company for free and add to meet
Venture Life Group plc via:
https://www.investormeetcompany.com/venture-life-group-plc/register-investor
(https://www.investormeetcompany.com/venture-life-group-plc/register-investor)
Investors who already follow Venture Life Group plc on the Investor Meet
Company platform will automatically be invited.
For further information, please contact:
Venture Life Group
PLC
+44 (0) 1344 578004
Jerry Randall, Chief Executive Officer
Daniel Wells, Chief Financial Officer
Cavendish Capital Markets Limited (Nomad and
Broker)
+44 (0) 20 7720 0500
Stephen Keys/George Lawson (Corporate Finance)
Michael Johnson (Sales)
About Venture Life (www.venture-life.com (http://www.venture-life.com/) )
Venture Life is an international consumer self-care company focused on
commercialising products for the global self-care market. Headquartered in
the UK, the Group's product portfolio includes Balance Activ in the area of
women's intimate healthcare, Earol® supporting ENT care, Lift and Glucogel
product ranges for energy and glucose management and hypoglycaemia, plus the
Health & Her product range supporting the hormonal lifecycle.
The products, which are typically recommended by pharmacists or healthcare
practitioners, are available primarily through health & beauty stores,
pharmacies, grocery multiples and e-commerce channels and are sold globally.
In the UK, Ireland and the USA these are supplied direct by the company to
retailers, elsewhere they are supplied by the Group's international
distribution partners.
Chairman's Statement
I am pleased to share our 2024 results with you, where we saw our increased
investment in advertising and promotion of our VLG Brands drive revenue growth
of 18.9% and coupled with operational efficiencies contributed to lifting our
overall gross margin by 4.2 ppts to 45.8%. This reflects the ongoing business
following the decision to divest the CDMO activities and Non-Core Products.
We have been particularly pleased to be able to re-commence our M&A buy
and build strategy and welcome the Health & Her ("H&H") team into the
Group at the end of October 2024. This very talented, innovative, data driven
business focuses on the helping consumers with the effects of hormonal change
through all life stages and launched initially in women's health but now has
launched products in men's health also. The clever use of product and app
interaction has since launch helped thousands of women with the debilitating
symptoms of perimenopause and menopause, and built a good market position in
the UK, with their key retailer relationship being with Holland & Barrett.
We are delighted that the founders, Kate and Gervase, together with their team
are part of the VLG family now, and already we are seeing many excellent
commercial synergies materialise. We expect this business and its people to be
a significant contributor to the Group in the future. The acquisition and
overall growth took our team to 58 employees by the end of the year, excluding
the employees leaving the Group through the divestment.
Despite the equity markets continuing to limit our ability to raise equity
finance for acquisitive growth, the Group has continued to generate cash, and
also utilised its RCF sensibly to fund the H&H acquisition. We are hopeful
that initiatives by the UK government in 2025 will help small cap equity
markets to recover.
Post-period end we were delighted to exchange contracts on the divestment of
our CDMO operations in Italy and Sweden, along with a number of smaller
non-core products. This transaction is expected to complete sometime in July
2025, subject to the approval under the FDI in Italy, which is currently in
process. Pleasingly FDI approval has already been received in Sweden. This
divestment significantly streamlines the business, will allow us to focus on
being a pure branded consumer healthcare business with higher margin branded
products and pricing power, and will realise significant cash resources for
future growth, both organically and acquisitively. We will be sad that the
teams at Biokosmes and Gnesta are no longer part of VLG, however we will
continue to work closely with them under the long-term manufacturing and
development agreement which we will enter into at completion, so losing none
of the innovation, development and manufacturing expertise that has helped VLG
develop over the last ten years. The Board extends its deep gratitude to
everyone at Biokosmes and Gnesta for all their contribution to VLG over these
years and wish them the very best success under their new ownership.
Following on from these changes the Group has refined its strategic focus
going forward to focus on the area of Proactive Healthy Longevity for
consumers, developing and growing preventative and treatment products to
improve a person's healthspan. Our portfolio will continue to develop with a
No.1 market share mindset, using best in class technology and data driven
insight, and ensuring that our products will be where the shopper shops.
The 2024 results and the developments in the business so far in 2025 has given
us a strong platform for growth and the Board looks forward to capitalising on
the opportunities we have in the future as a pure play consumer healthcare
platform and delivering growth in shareholder value.
Paul McGreevy
Non-executive Chair
30 June 2025
Chief Executive Officer's Statement
2024 was a year in which the Group invested more in the development of its
branded business, VLG Brands. Advertising and promotion spend on the VLG
Brands in the UK & EU retail channel increased by nearly 80% to £1.6
million, a key factor in driving revenue growth of 18.9% to £26.6 million
(2023: £22.4 million), which included a contribution from the H&H
acquisition of £0.8 million (2023: £nil) since acquisition. On a proforma
basis including the H&H revenues for the full year of acquisition, VLG
Brands grew 11.1% organically, driven by 16% growth in Women's Health, 28%
growth in Lift and 12% growth in Ear, Nose & Throat care.
This investment in the VLG Brands included the acquisition of Health and Her
Ltd ("H&H") at the end of October 2024 for an upfront cash consideration
of £7.5 million, plus a further £0.7 million in cash payable 12 months post
completion. An additional £1.8 million of consideration is payable in cash
subject to H&H achieving expected trading results for the twelve months
post completion. H&H is an innovative business with highly data driven
insight, that supports consumers through the effects of hormonal change
through all life stages. Founded in 2018, the business initially focused on
women's health and has developed a series of food supplements that replace
nutrients depleted at different levels of hormones (including exogenous). The
business has also developed an app which helps track the symptoms experienced
by women and gives support to help with the impact of perimenopause and
menopause. Having initially focused on women's health, H&H has now
launched a range of products for men's health including support for men during
andropause and other areas such as sleep and nocturia.
Revenues of H&H for the year ended 31 May 2024 were £5.9 million and the
business generated a loss before tax of £0.4 million reflecting the
significant investment in product development and marketing activities under
previous ownership. However, by the end of 2024 the business was making an
adjusted EBITDA profit on a monthly basis and is expected to significantly
increase revenues and profitability in the 2025 calendar year. The majority of
current sales are in the UK, where its biggest retail partner is Holland &
Barrett, although it also sells through Boots, Superdrug J Sainsbury,
Morrisons and Waitrose, as well as Amazon. Outside of the UK, it has initiated
sales in the EU & the USA (where the first product has launched with a
major retailer, with more launches during 2025).
We see significant synergies between H&H, in particular on terms of
commercial opportunities and revenue growth. Until now VLG did not have a
presence in Holland & Barrett, but through H&H we now have an
agreement in place from Holland & Barrett to begin to launch a number of
exiting VLG Brands. Similarly in the USA, H&H has a good initial
relationship with a key USA retailer, CVS, and we expect this relationship to
grow with more H&H products but also with existing VLG Brands. The
business is in discussion with this and other key USA retailers.
We have delivered an improvement in gross margin of the ongoing business
during the year of 4.2 ppts to 45.8% (2023: 41.6%) which has been driven
primarily by margin improvements achieved on supplier negotiations and the
production transfer of Earol into Biokosmes. The acquisition of the H&H
business contributed to this for the two-month period post-completion as these
products achieved a significantly higher gross margin compared to the Group
average.
The increase in gross profit of £2.9 million has been largely re-invested
into the VLG Brands business, covering the increased advertising and promotion
mentioned above, as well as investment in the commercial team and development
of new products, resulting in adjusted EBITDA of £6.2 million (2023: £4.9
million). However, this investment will generate value for many years going
forward.
Overall, cash generated from operations of £8.4 million was marginally higher
than the previous year (2023: £8.2 million), and this cash generation
throughout the year had a very positive effect on de-leveraging the Group.
Prior to the acquisition of H&H, net debt leverage was c.1.0x, having been
c.1.3x at the start of the year, demonstrating the ability of the Group to
quickly de-lever. By end of the year net leverage had increased to c.1.8x,
reflecting the impact of the H&H acquisition and pleasingly this has
already fallen to c.1.6x at end of May 2025.
VLG brands revenue by therapy for the 12 months ended 31 December 2024 from
continuing operations:
Revenue (£m) Revenue change (%)
2024 2023
Actual Proforma(1) Actual Proforma(1) Actual Proforma(1)
Women's Health 7.5 7.5 6.5 6.5 15.5% 15.5%
Energy Management 9.4 9.4 7.3 7.3 27.5% 27.5%
ENT 6.0 6.0 5.3 5.3 12.4% 12.4%
Oncology 2.8 2.8 3.3 3.3 (14.0)% (14.0)%
Sub-Total 25.7 25.7 22.4 22.4 14.9% 14.9%
Hormone Health 0.8 5.9 - 6.1 n.a. (3.0)%
VLG brands revenue 26.6 31.6 22.4 28.5 18.9% 11.1%
Discontinued Operations 24.9 24.9 29.0 29.0 (14.3)% (14.3)%
VLG Brands performance overview by therapeutical areas
1) Energy Management (Lift, Glucogel - Revenue £9.4 million, +27.5%)
Energy has continued to be the biggest contributor to the Group growth for the
second consecutive year, with Lift revenues showing a further increase of
+38%. This growth has been driven by performance in the online channel where
Lift shots continued performing strongly. The Pharmacy channel has also
performed well, influenced by a mix of CPI annualisation from mid-2023 and 18
new listings across wholesalers. The introduction of these new listings has
expanded the variety of products available to customers, which in turn has
driven increased sales and customer engagement within the channel.
We have further broadened the Lift's offering in the diabetes segment, by
introducing two new shot flavours, Strawberry & Lime and Fruity Tropical,
which are already proving popular with diabetic patients. Both products
generated £0.3 million of revenue for the Group, affirming Lift's dominance
and in the Diabetes Community. A more focused advertising spend has also
helped the brand establish its presence both online and in store, with
awareness up 59% over the year as tracked through periodic consumer engagement
using prompted and un-prompted focus group studies.
Lift aims to empower people, including those with diabetes and individuals
seeking to revitalise their mental and physical wellbeing. By providing
accessible and effective glucose products for managing low blood sugar and
innovative energy management solutions, Lift supports an active and worry-free
lifestyle, elevating confidence and vitality.
2) Women's Health (Balance Activ - Revenue £7.5 million, +15.5%)
Balance Activ saw revenue growth of approximately +15% in the year, including
a +6% YoY growth in e-commerce revenue, with multipacks and thrush cream being
the biggest contributors to this performance.
Our newest NPD Thrush cream (registered medical device) continues to exceed
expectations, launching in Grocery, High Street and Pharmacy channels. We have
experienced particularly strong growth in Pharmacy (+83% YoY) where we made
ten new listings across major UK wholesalers. This achievement underscores our
capability to meet consumer demands through tailored product innovation and
understanding the trends in the market.
In 2024 we launched our 'V-Revolution' campaign to strengthen our position in
the women's health sector. This is a dynamic and all‑encompassing marketing
strategy which came to fruition off the back of our successful consumer
research named Big Vagina Report in 2023. Women told us that, although
somewhat embarrassing, they wanted to feel empowered to make choices about
their bodies through credible education. We partnered with healthcare
professionals and advocates to develop a podcast and social Q&A series
which helped to shine a light on everything from BV (Bacterial Vaginosis) to
navigating the menopause and its signs and symptoms. We hope that this
multifaceted approach emboldens women to talk about their intimate health with
less embarrassment, leading to a step change in the way women understand their
bodies and shop for solutions.
The Women's Intimate Health (WIH) market is valued at approximately £112
million in the UK. Our objective remains to emerge as the leading brand in
this segment, transforming behaviours and extending care to women of all ages
and curating our innovation to unlock women's life stages. The future is
bright for Balance Activ as the brand embarks on its newest category expansion
with the addition of a menopause range, Hervitality, that is tailored to
support the overall wellbeing of women through menopause. The range consists
of six products; Cooling Mist, Anti-aging face Serum, Collagen boosting Face
Mask (cosmetics), Vaginal dryness moisturising Gel and Pessaries (registered
medical devices) and Perimenopause & Menopause Complex (food supplement).
3) ENT (Earol, Earol Swim, Baby Earol - Revenue £6.0 million, +12.4%)
HL Healthcare (including Earol) was acquired by Venture Life at the end of
2022. At that time, the Earol range, including EarolSwim, had limited
distribution in the UK and internationally, with minimal marketing support. In
2024, we expanded the brand's reach across several UK retailers, such as Tesco
and Morrisons, and introduced the product to new EU markets.
Additionally, the Earol range was broadened with the launch of three new
products: Baby Earol, Earol Almond Oil, and Earol Aftercare Spray. This
expansion positions the brand as a comprehensive ear care solution for the
whole family. The overall brand growth has been underpinned by a strong
performance online, up +213% YoY, where multipacks drive the numbers. Pharmacy
is another big growth contributor (+70% YoY) where performance mostly stemmed
from a mix of CPI and ten new listing to major UK wholesalers.
Upon acquiring HL Healthcare, the Earol products were initially manufactured
by an external CMO. In 2024, we transitioned the majority of Earol's
manufacturing to Biokosmes. This shift has resulted in a reduction in the cost
of goods sold and improved working capital efficiency.
Earol continues to be highly regarded by ear care specialists, having won
multiple industry accolades since the acquisition, including the MVP Awards in
2023 and 2024, and the Pharmacy Product of the Year Award for 2025. These
achievements reinforce the brand's premium quality and solidify its position
in the market as a trusted choice.
By the end of 2024, Earol had maintained its position as the No. 2 brand in
the UK ENT market, with a 13% market share. With increased investment in
marketing, we anticipate continued growth, with brand awareness rising by over
20% throughout 2024. This highlights the significant impact of targeted brand
awareness campaigns on both sales and market positioning.
4) Oncology Support (Gelclair, Pomi-T- Revenue £2.8 million, +25.4%
LFL)
In an evolving healthcare market we remained committed to our core mission: to
deliver effective, science‑backed relief through advanced mucoadhesive
technology. Gelclair's dedication to improving the lives of patients facing
oral mucositis and related conditions has seen revenues of £1.7 million for
the year (2023: £2.1 million). In the prior year, some of our key customers
increased their stock holding to meet regulatory requirements, therefore we
expect ordering trends to normalise in 2025 as the underlying demand for the
product remains strong and is supported by expanded reach into new markets,
strengthened relationships with healthcare providers, and investment in
clinical research to further validate Gelclair's unique benefits. These
initiatives are expected to deliver revenue uplifts in 2025 as market demand
from new customer launches in Brazil and Canada generate momentum.
Our product continues to be a trusted option for oncology support care
globally, and feedback from both clinicians and patients affirms the
significnat difference it makes during difficult treatment journeys.
The Pomi-T business delivered stable revenues of £1.1 million (2023: £1.2
million) and the Group has implemented a
re‑branding exercise for the product which we intend to launch in 2025 and
we are excited by the complementary nature of Pomi-T which sits well alongside
the recently acquired male health product portfolio from Health and Her Ltd.
5) Women's Hormone Health (Health & Her - Revenue £5.9 million,
-3.0% LFL)
H&H, a brand currently providing supplements and digital support for the
female hormonal health journey, was acquired by VLG in October 2024. Whilst
their menopause and peri-menopause products currently constitute the majority
of the business's revenue, the business has extended its offering further and
will shortly be launching new products in the female hormonal health area and
also into the area of male hormonal health. H&H is a leading brand in
hormonal wellbeing supplements and offers a free educational app to support
holistic health.
The brand retracted slightly during 2024 to £5.9 million (2023: £6.1
million) due to the limited financing capability of the previous owners.
However, the brand made significant strides in enhancing profitability, with
substantial improvements in margins across its product portfolio.
Retail revenue saw a +13% increase, with particularly strong growth in the US
and Irish markets. Product launches in key US retailers, including Vitamin
Shoppe and CVS, have opened the door to sizable further growth opportunities
in this market. Additionally, H&H's US e-commerce sales saw significant
growth in 2024, further reinforcing the importance of digital channels
particularly in markets with lower retail penetration.
Extensive groundwork was laid in 2024 for a number of innovative product
launches which will go live throughout 2025 in key retailers including Holland
& Barrett, Rite Aid, CVS, Boots and Superdrug. These upcoming product
expansions will not only strengthen H&H's market presence but also
reinforce its commitment to delivering data driven and efficacious solutions
for all women.
The Board expects to achieve significant synergies between VLG and H&H, at
both a revenue and operating level which involve cross business resource
synergies as each business will exploit its expertise for the benefit of the
other and these will become effective during 2025.
6) Men's Hormone Health (Health & Him £0.1 million, new launch late
2024)
Health & Him entered the market in October 2024 with strong initial
momentum - benefiting from established consumer trust, credibility, and brand
recognition from its sister brand H&H. Our initial goal with the Health
& Him brand is to support men navigating andropause and hormonal health
challenges in their midlife but there is scope for this to extend into other
men's health needs.
Andropause - commonly referred to as the "male menopause" - is a natural stage
of ageing marked by a gradual decline in testosterone levels, typically
beginning in a man's late 40s to early 50s. Bioavailable testosterone can
decrease by 2 - 3% per year, meaning that by their 50s, many men may have lost
30 - 50% of their testosterone levels compared to their 20s*. Despite its
impact, awareness of andropause remains low, with studies showing that around
78% of men are unaware with the term*. However, growing public discussion is
driving a shift in awareness.
Health & Him has quickly gained traction. The brand is now listed in over
900 UK retail locations, including Holland & Barrett, Boots, Amazon UK,
and its own DTC platform. With early commercial success and rising demand, the
brand is now entering its next phase of growth. A robust pipeline of new
product development is underway, designed to expand the range and further
support men navigating the physical and emotional shifts of midlife.
With VLG's support and synergies, the Health & Him brand is expected to
continue its strong momentum. More than a brand,
it is fast becoming a movement - reshaping how men approach midlife wellbeing
and other men's health challenges.
*Censuswide, 2024. Survey of 1006 males in the UK aged between 40-55, July
2024. Research conducted for Health & Him.
Divestment of CDMO activities and Non-Core Products
As announced on 12 May 2025, VLG entered into a binding agreement with BioDue
S.p.A ("Biodue"), a contract development and manufacturing organisation
("CDMO") based in Italy, for the sale of:
· 100 percent of the issued share capital of Biokosmes SRL and of
Venture Life Manufacturing AB, the holding company of Kullgren Holdings AB and
Rolf Kullgren AB; and
· some of the Group's peripheral products 1 (#_ftn1)
for a consideration of €62.0 million (c.£53.0 million) (the "Divestment")
on a cash free, debt free basis.
Completion of the Sale is conditional on the satisfaction of certain
conditions, including the approval under the applicable foreign direct
investment regimes in Italy. Similar approval has already been received in
Sweden, and it is expected that completion will take place in July 2025.
The net proceeds from the Divestment will provide Venture Life with
significant financial resources to invest further behind its existing brands,
and to seek and select further complementary acquisitions of products and
assets across the UK, US and Europe. It will also enable the Group to fully
pay down the drawn balance on its debt facility, although the facility will
remain in place.
The Group will retain all its key strategic customer relationships pertaining
to the Power Brands, including the partnership with Bayer Consumer Care AG,
and will continue to expand its franchise in women's health which remains a
strong area of focus going forward.
On completion, the Group will enter into a long-term development and
manufacturing agreement for an initial term of ten years whereby Biokosmes and
Gnesta will continue to provide development and manufacturing services to the
Company as part of BioDue's larger CDMO business. The CDMO Business will take
on ownership, management and maintenance of some of the requisite technical
files relevant to the manufacturing of some of the Power Brands, with Venture
Life retaining perpetual, exclusive and royalty free global rights over these.
The Group will be the largest customer to the CDMO Business, and this
continued strategic partnership will enable Venture Life to continue building
on its product innovation and development pipeline.
The Divestment presents the opportunity for the Board to streamline the
Company's operations through the disposal of the Non-Core Products whilst
simultaneously being able to move the business away from capital intensive
manufacturing operations. This will enable the Group to direct increased
cashflow into the commercialisation, growth and development of the Group's
higher margin core brands namely Balance Activ, Health & Her/Him, Lift,
Earol, Pomi T and Gelclair (collectively the "Power Brands").
Going forward, the Group will be a pure play consumer healthcare brand
platform focusing on "Proactive Healthy Longevity" for the consumer, providing
both preventative and treatment solutions to support a longer healthier life.
This will involve investment in data driven insight and integrated digital
capabilities to help drive growth from our existing brands, simultaneously
leveraging an omnichannel go to market strategy in key markets to be where the
shopper shops and seeking selective acquisitions in complementary high growth
categories which have a clear road to profitable growth.
1. Xonrid, Procto-eze, Rosacalma, Vonalei, NeuroAge, Lissio, and the private
label footcare products for wart and fungal nail treatments.
Disposal of the oral care brands
Further to the Divestment, the Board also believes the time is right to also
dispose of its oral care brands, specifically Dentyl and Ultradex. The Group
has begun actively marketing the brands for sale, and non-binding offers
("NBO") have been received for the acquisition of Periproducts Ltd, including
all Oral Care brand sales within the group. The Board expects a transaction to
be completed within twelve months of the year end.
The oral care brands have become non-core and now sit outside of the key
strategic objectives of the Group as well as being dilutive to overall
margins. The oral care market is a highly competitive area with three major
players to compete against for shelf space in our retailers and we have
limited the amount of marketing investment behind these in order to prioritise
other opportunities. Under new ownership the oral care brands will have
greater opportunity to fulfil their potential and make further distribution
gains in both the UK and overseas.
Venture Life will recycle the cash generated from a sale into new assets which
are more complementary to our core focus categories of women's health, men's
health and sexual wellness.
2025 Outlook
The first half of the year has already seen strong revenue growth delivered
from the recently acquired H&H Brands. The integration has progressed well
and is quickly realising commercial synergies with inroads already gained with
a number of the VLG Brands being listed in Holland & Barrett, the main
H&H customer. Our innovation pipeline is rich for the coming years, and we
see these developments being a significant contributor to growth in years to
come. The continued increase in investment in advertising and promotion
continues to generate growth from our key brands, and we are delighted to see
the launch of our new topical menopause range Hervitality in key retailers in
this first half.
The Divestment will bring significant cash resources for redeployment in the
Group, through both increased investment and support of existing brands as
well as the acquisition of other complementary brands, where we continue to
look for interesting acquisition opportunities that fit with our strategic
objectives and our funding resources.
With a positive start to the year and the H&H integration progressing
well, the Board looks forward with confidence.
Jerry Randall
Chief Executive Officer
30 June 2025
Financial Review
Introduction
During the year, the Group has identified two disposal groups as making up
discontinued operations as at the balance sheet date, the first being the
Contract Development Manufacturing Operations (CDMO) activities and peripheral
brands, and the second being the oral care brands (the "Discontinued
Operations"). The 2024 financial results separate the Discontinued Operations
from the ongoing core business (the "Continuing Operations") and report the
performance of these as a single amount in the Statement of Comprehensive
Income. Assets and liabilities relating to the Discontinued Operations have
been classified as held for sale in the consolidated Statement of Financial
Position as at 31 December 2024.
Group revenue
2024 revenues from the Continuing Operations were £26.6 million, an increase
of 18.9% over the £22.4 million generated in 2023. These figures include
H&H revenues generated after the acquisition was completed on 8 November
2024.
Underlying revenues excluding H&H grew by 14.9% and on a proforma basis
which treats new acquisitions as if they had been in place for the whole of
the current and the comparative period, the overall Continuing Operations
revenue was 11.1% ahead of the prior year.
Revenues associated with the Discontinued Operations declined 14.3% to £24.9
million (2023: £29.0 million), primarily driven by volume reductions across
the Customer Brands business as well as a number of annualised delisting's in
the non-core products portfolio in the previous period.
Gross profit
Gross profit of the Continuing Operations for the year of £12.2 million
increased 31.1% versus the previous year (2023: £9.3 million) with a
significant increase in the gross margin percentage to 45.8% (2023: 41.6%).
Comparative to the reported results of the Group in 2023 this represents an
improvement of 6.6ppts (2023 reported: 39.2%), highlighting the dilutive
impact the Discontinued Operations were having.
The absolute gross profit improvement was driven by better margins following
supplier negotiations on a number of key brands, full production
internalisation of the Earol brand, and a number of smaller reformulation
efforts across VLG Brand products. Savings under pre-divestment initiatives
will be withheld by the Continuing Group with prices dictated by a negotiated
Manufacture and Service agreement (MSA) to last ten years, providing strong
security with a known and reliable partner for the foreseeable future. A
smaller but still measurable contributor was the acquisition of accretive
trade under the H&H brand which operated at a significantly stronger gross
margin for the post-acquisition six-week period.
The ongoing business expects to operate slightly above 2024 margin levels
going forward as the Group leverages its simplified operations, reduced
working and fixed capital constraints and scaling logistics relationships
against future acquisitions, as well as annualising on the acquisition of
Health and Her Ltd.
During 2024, the Discontinued Operations contributed gross profit of £9.5
million (2023: £10.9 million), being a 12.5% decline due to volume reductions
in the Customer Brands segment. The Discontinued Operations did fulfil a
planned margin improvement of 0.8 ppts to 38.2%, as a result of cost
initiatives on internally manufactured product lines.
Operating expenses
Operating expenses of the Continuing Operations before depreciation and
amortisation rose significantly from the previous period to £6.6 million
(2023: £4.8 million). £0.4 million of these expenses were acquired and
relate to the transactions post completion of the H&H acquisition. The
remaining increase of £1.4 million reflects increases in investment into
marketing and advertising and also team capability through headcount and
upskilling.
Marketing and advertising grew by almost 80% to £1.6 million as part of the
Group's strategic investment in product placement and enhanced market
awareness part contributing to the strong topline growth in VLG Brands.
Branding and marketing is key to organic growth; we are pleased to report that
these initiatives are delivering impactful results and the Group is committed
to continuing investment in effective marketing activities as a key product
driver.
Investment in team capability was split across departments with the largest
driver being an increase in customer facing team resource to translate
marketing momentum into secured business. Overall headcount in the Continuing
Operations increased by five during the year. The existing workforce within
the business saw an average 3% pay uplift, broadly matching inflation.
Gross R&D activities have been entirely reclassified to Discontinued
Operations and increased 16.2% to £1.2 million during the year. The
continuing Group retains global exclusive rights to all sold technical files
into perpetuity with Biokosmes SRL as the primary manufacturer. On an ongoing
basis NPD operations and R&D initiatives will continue to be undertaken by
Biokosmes under the terms of the MSA ensuring continued and uninterrupted
operations with a trusted and knowledgeable supplier.
Non-cash administrative expenses
Non-cash costs for amortisation and depreciation of the Continuing Operations
increased slightly from the previous year to £2.4 million and £0.4 million
respectively (2023: £2.5 million and £0.2 million), with the small increase
to amortisation reflecting just two months of amortisation on acquired H&H
assets. The increase in depreciation was driven by expansion in right-of-use
leases for logistics space to facilitate the continuing Group's expanded trade
on VLG Brand products.
Exceptional costs
Exceptional costs of £1.6 million (2023: £0.6 million) increased
substantially during the period and was primarily attributable to M&A
activity. The Group treats costs associated with acquisition and divestment
activities as exceptional so as to help provide a better understanding of the
Group's underlying performance. Costs incurred in the acquisition of Health
and Her Ltd totalled £0.7 million, and a further £0.3 million on divestment
and prospective merger activities.
The remaining costs are split between the closure of the Netherlands office as
part of the Group's centralisation efforts, and initial expenses of the
Group's new ERP system which commenced implementation during Q4 and is
expected to go-live in late 2025.
Net finance expense
The Group has a revolving credit facility that was refinanced during 2024 in
the committed sum of £30.0 million. £22.0 million was drawn down as at 31
December 2024. The revolving credit facility bears interest on a ratchet
mechanism between 2.00-2.85% plus SONIA on drawn funds as well as a commitment
fee at the rate of approximately 0.8% on the balance of undrawn funds up to
the facility limit. The effective rate of interest charged for the current
period was 6.4%.
Finance costs in the year decreased by £0.4 million to £1.5 million (2023:
£1.9 million) due primarily to steady repayments of the RCF through the year
totalling 3.3 million, and also impacted by steadily reducing SONIA rates
during the second half of the year.
The total finance expense of £1.5 million includes significant non-cash
elements amounting to £0.2 million related to revaluation on non-substantial
modification of the revolving facility, interest on outstanding deferred
consideration fully paid at November 2024, and FX impact on conversion of EUR
borrowings.
Adjusted EBITDA
Allowing for the controlled investments in marketing and team capability, and
continued tight control of our cost base and operational initiatives ensured
that the additional gross margin over the prior year was passed through the
P&L to deliver an adjusted EBITDA for the Continuing Operations of £6.2
million, an increase of 26.1% over the prior year (2023: £4.9 million) at a
margin of 23.2% (2023: 21.9%). Margins are expected to improve in the
subsequent period as returns from committed marketing spend incrementally
materialise.
Operating profit, PBT and net income
Operating profit was £1.5 million (2023: £1.4 million) with a loss before
tax for the Continuing Operations of £0.0 million (2023: loss of £0.0
million). The overall Group reported net loss of £0.3 million (2023: net
income £0.9 million) which translated into adjusted earnings per share of
3.37 pence (2023: 2.60 pence). Adjusted profit before tax which adds back
exceptional items, amortisation and share based payments increased by 53.1% to
£4.3 million (2023: £2.8 million).
Acquisition of Health and Her Ltd
On 8 November 2024 the Group completed the acquisition of 100% of the equity
of Health and Her Ltd ("H&H"), a UK based specialist female health
business for an upfront cash consideration of £7.5 million, plus a further
£0.7 million in cash payable 12 months post completion, with the potential
for an additional £1.8 million of consideration payable in cash contingent
upon H&H achieving expected trading results for the twelve months post
completion.
The Group expects the acquisition to unlock a number of key revenue synergies
from trading the acquired products into its network of existing customers and
from cross-selling existing Venture Life Brands into H&H's customer base
which opens up the strategically important US market and presents significant
operational synergies from bringing new skillsets into Venture Life's
infrastructure.
The acquisition has been accounted for as a business combination in the
Consolidated Financial Statements of the Group to December 2024 which include
the results of the Health and Her Ltd business for the period from 8 November
2024 to 31 December 2024. For the period post-completion, H&H generated
revenues of £0.8 million and adjusted EBITDA of £0.1 million.
Non-current assets
Non-current assets including goodwill, reduced by £34.7 million during the
year to £52.7 million (2023: £87.3 million) due almost fully to the
reclassification of fixed assets to Assets Held for Sale. Excluding the
accounting treatment for Discontinued Operation, intangible assets increased
by £5.1 million, primarily due to the acquisition of H&H, with the
balance from a £0.9 million increase in deferred tax assets. The Group has
identified considerable opportunities to leverage this asset against ongoing
activities and remains confident that future economic benefit is realisable.
Current assets
Current assets reduced by £13.2 million due to the accounting
reclassification of manufacturing working capital to Assets Held for Sale.
Excluding the accounting treatment, working capital remains broadly consistent
with the prior year, with increases in Inventory and Trade and Other
Receivables of £0.2 million and £1.1 million respectively being fully
attributable to acquired Health and Her assets. Year-end cash reserves were
£4.3 million (2023: £5.6 million), the reduction primarily due to the
November 2024 repayment of HL Healthcare Deferred Consideration of £2.0
million.
Current liabilities
Trade and other payables reduced to £5.3 million (2023: £9.1 million)
primarily due to reclassification of £5.3 million of discontinued operations.
Excluding the accounting treatment, payables increased slightly by £1.5
million reflecting liabilities related to exceptional and professional fees as
well as acquired liabilities from H&H of £0.8 million.
Interest bearing borrowings includes current Finance Lease Obligations of
£1.1 million which was flat between periods for the continuing Group. £0.8
million of warehousing space leases in Italy have now been classified to
Liabilities Held for Sale.
In the previous period the RCF was classified to Current Liabilities as
refinancing was completed after the balance sheet date with the liability
strictly due within 12 months.
Deferred Contingent Consideration of £0.7 million has been recognised in
relation to the acquisition of H&H, which is payable in November 2025. The
comparative period also included deferred consideration carrying value of
£2.2 million for the acquisition of HL Healthcare Ltd, however this was
settled in November 2024.
The balance of Current Liabilities relates to Taxation which has remained flat
across both periods at £0.3 million.
Non-current liabilities
Interest bearing borrowings of £22.2 million (2023: £4.1 million) include
the full drawdown against the RCF, plus leases due after more than one year.
As described above, the previous year did not include the RCF as it was
categorised to Current Liabilities. Divested operations have resulted in a
reclassification to Liabilities Held for Sale of £2.9 million of non-current
Finance Lease Obligations and £1.6 million of Statutory employment provisions
that wholly relate to the Italian subsidiary and were previously classed as
Non-current liabilities. The balance of Non-current liabilities relates to
deferred tax liabilities of £7.6 million (2023: £7.3 million) which saw a
modest 4.5% reduction due to in period unwinding.
Cash generated from operations
Cash generated from operations increased 50.3% to £4.6 million (2023: £3.1
million). This is stated after a working capital outflow of £0.1 million
(2023: outflow £1.1 million) which included an increase in trade and other
receivables acquired from the H&H acquisition of £0.9 million.
Operating cash conversion, calculated as cash from operating activities as a
proportion of adjusted EBITDA, increased to 75.0% (2023: 63.0%) reflecting a
higher weighting of trade payables at the end of the financial year versus the
comparative period.
Tax paid increased by £0.3 million to £0.6 million (2023: £0.3 million)
arising from a significant increase in taxable profits within the continuing
Group's Italian subsidiary in 2023 and prepaid tax of £0.6 million based on
estimated 2024 profits.
Overall Group net cash from operating activities remained broadly flat between
financial years at £8.2 million (2023: £8.2 million).
Cashflows from investing activities
Cash used in investing activities increased to £11.3 million from £5.3
million in the previous period and comprised outflows of £2.0 million on
deferred consideration for the acquisition of HL Healthcare Ltd, plus net cash
consideration of £7.5 million for the acquisition of H&H.
The balance is comprised of £0.6 million (2023: £0.8 million) and £1.2
million (2023: £1.4 million) of capital investment in tangible and intangible
assets respectively in both Italy and Sweden, primarily relating to the
continued upgrading of its 27 medical devices to become MDR compliant ahead of
the Medical Device Regulator's deadline in May 2028. These balances are
collectively classified as Cash Outflows from Discontinued Operations.
Free cash flow
The free cash flow (FCF) generation of the Continuing Group has improved
considerably for a second successive year. Free cash flow available for debt
service of £4.3 million was £1.6 million up against the previous period
(2023: £2.7 million) with a resulting EBITDA to FCF conversion of 69.9%
(2023: 54.6%).
Cashflows from financing activities
Cash inflows from financing activities amounted to £1.8 million (2023:
outflow £2.8 million) and comprised interest payments of £2.0 million (2023:
£1.3 million) which includes upfront refinancing committed costs, lease
payments of £0.3 million (2023: £0.2 million), a net drawdown on the RCF of
£5.7 million (2023: net repayment £1.0 million) with the balance outflow of
£1.6 million (2023: £0.3 million) relating to discontinued operations
financing activities.
Net debt and leverage
Net debt excluding finance lease obligations was £20.1 million (31 Dec 23:
£13.7 million) and equated to net leverage of 1.83x at the period end (31 Dec
23: 1.30x). With an overall available RCF facility of £30 million (plus £20
million accordion), including an Adjusted EBITDA to net debt leverage limit of
2.5x, the Continuing Group retains access to meaningful funding.
Daniel Wells
Chief Financial Officer
30 June 2025
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
Company number 05651130
Re-presented(1)
Year
Year ended ended
31 December 31
December
2024 2023
Notes £'000 £'000
Revenue 2 26,593 22,365
Cost of sales (14,407) (13,072)
Gross profit 12,186 9,293
Administrative expenses
Operating expenses (6,606) (4,821)
Amortisation of intangible assets 6 (2,447) (2,471)
Total administrative expenses (9,053) (7,292)
Other income 3 39
Operating profit before exceptional items 3,136 2,040
Exceptional costs 3 (1,621) (639)
Operating profit 1,515 1,401
Finance costs (1,496) (1,872)
Profit / (loss) before tax 19 (471)
Tax 4 (46) 469
(Loss) for the year - Continuing operations (27) (2)
(Loss) / Profit for the year - Discontinued operations (287) 923
(Loss) / Profit for the year (314) 921
Other comprehensive income:
Items that will be reclassified subsequently to profit or loss
Foreign exchange loss on translation of subsidiaries (868) (551)
Total comprehensive profit for the year attributable to equity holders of the (1,182) 370
parent
All of the profit and the total comprehensive income for the year is
attributable to equity holders of the parent.
Year ended Year ended
31 December 31 December
2024 2023
Earnings per share - Continuing operations
Basic earnings per share (pence) 5 (0.02) (0.00)
Diluted earnings per share (pence) 5 (0.02) (0.00)
Earnings per share - Total Group
Basic earnings per share (pence) 5 (0.25) 0.73
Diluted earnings per share (pence) 5 (0.25) 0.68
Consolidated Statement of Financial Position
at 31 December
2024
Company number 05651130
At 31 December At 31 December
2024 2023
Notes £'000 £'000
Assets
Non-current assets
Intangible assets 6 48,615 74,612
Property, plant and equipment 769 10,194
Deferred tax 3,287 2,530
52,671 87,336
Current assets
Inventories 5,075 10,332
Trade and other receivables 10,832 16,205
Cash and cash equivalents 7 3,053 5,622
18,960 32,159
Assets held for sale 12 52,856 -
Total assets 124,487 119,495
Equity and liabilities
Capital and reserves
Share capital 8 381 379
Share premium account 65,960 65,960
Merger reserve 7,656 7,656
Foreign currency translation reserve 146 1,014
Share-based payments reserve 1,225 1,034
Retained earnings 43 211
Total equity attributable to equity holders of the parent 75,411 76,254
Liabilities
Current liabilities
Trade and other payables 5,307 9,066
Taxation 330 269
Interest-bearing borrowings 9 1,660 20,342
7,297 29,677
Liabilities held for sale 12 11,966 -
19,263 29,677
Non-current liabilities
Interest-bearing borrowings 9 22,200 4,050
Statutory employment provision - 1,544
Deferred tax liability 7,613 7,970
29,813 13,564
Total liabilities 49,076 43,241
Total equity and liabilities 124,487 119,495
Consolidated Statement of Changes in Equity
for the year ended 31 December 2024
Foreign
Share currency Share-based
Share premium Merger translation payments Retained Total
capital account reserve reserve reserve earnings Equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2023 379 65,960 7,656 1,565 812 (713) 75,659
Profit for the year - - - - - 921 921
Foreign exchange - - - (551) - - (551)
on translation
Total comprehensive income - - - (551) - 921 370
Share-based payments charge - - - - 225 - 225
Share-based payments charge recycling - - - - (3) 3 -
Transactions with - - - - 222 3 225
Shareholders
Balance at
1 January 2024 379 65,960 7,656 1,014 1,034 211 76,254
Profit for the year - - - - - (314) (314)
Foreign exchange - - - (868) - - (868)
on translation
Total comprehensive income - - - (868) - (314) (1,182)
Share-based payments charge - - - - 337 - 337
Share-based payments charge recycling - - - - (146) 146 -
Contributions of equity, net of 2 - - - - - 2
transaction costs
Transactions with 2 - - - 191 146 339
Shareholders
Balance at
31 December 2024 381 65,960 7,656 146 1,225 43 75,411
Consolidated Statement of Cash Flows
for the year ended 31 December
2024
Year ended Year ended
31 December 31 December
2024 2023
Notes £'000 £'000
Cash flow from operating activities
Profit before tax 19 (471)
Finance expense 1,496 1,872
Operating profit 1,515 1,401
Adjustments for:
- Depreciation of property, plant and equipment 359 201
- Impairment gains of financial assets (7) (101)
- Amortisation of intangible assets 6 2,447 2,471
- Loss on disposal of non-current assets 158 -
- Share-based payment expense 232 183
Operating cash flow before movements in working capital 4,704 4,155
Decrease / (increase) in inventories (355) (682)
Decrease / (increase) in trade and other receivables (2,465) 399
(Decrease) / increase in trade and other payables 2,747 (790)
Cash generated from operations 4,631 3,082
- Tax paid (657) (336)
- Cashflows from discontinued operations 4,377 5,474
Net cash from operating activities 8,351 8,220
Cash flow from investing activities:
Acquisition of subsidiaries, net of cash acquired (9,480) (2,933)
Purchases of property, plant and equipment (8) (33)
Expenditure in respect of intangible assets 6 (2) (201)
Cash outflows from discontinued operations (1,804) (2,173)
Net cash used in investing activities (11,294) (5,340)
Cash flow from financing activities:
Proceeds from issuance of ordinary shares 2 -
Drawdown of interest-bearing borrowings 9 9,000 2,553
Repayment of interest-bearing borrowings 9 (3,300) (3,581)
Leasing obligation repayments 9 (307) (177)
Interest paid (2,012) (1,259)
Net cash outflows from discontinued operations (1,604) (342)
Net cash from / (used in) financing activities 1,779 (2,806)
Net (decrease) / increase in cash and cash equivalents (1,164) 74
Net foreign exchange difference (139) (83)
Cash and cash equivalents at beginning of period 5,622 5,631
Cash and cash equivalents at end of period 7 4,319 5,622
Notes to the Consolidated Statements
for the year ended 31 December 2024
Company number 05651130
1. Basis of the announcement
The financial information of the Group set out above does not constitute
statutory accounts for the purposes of Section 435 of the Companies Act
2006. The financial information for the year ended 31 December 2023 has
been extracted from the Group's audited financial statements which were
approved by the Board of directors on 8 April 2024 and delivered to the
Registrar of Companies for England and Wales following the Company's 2024
Annual General Meeting.
The financial information for the year ended 31 December 2024 has been
extracted from the Group's financial statements for that period. The report
of the auditor on the 2024 financial statements was unmodified and did not
draw attention to any matters by way of emphasis.
Whilst the financial information included in this preliminary announcement
has been prepared in accordance with UK adopted international accounting
standards, that are relevant to companies that report under these standards,
this announcement does not itself contain sufficient information to comply
with those standards. This financial information has been prepared in
accordance with the accounting policies set out in the 2024 Report and
Accounts.
Items included in the financial information of each of the Group's entities
are measured using the currency of the primary economic environment in which
the entity operates (the functional currency). The consolidated financial
information is presented in UK sterling (£), which is the Group's
presentational currency.
The Company is a public limited company incorporated and domiciled in England
& Wales and whose shares are quoted on AIM, a market operated by The
London Stock Exchange.
The principal activity of Venture Life Group plc and its subsidiaries is the
development and commercialisation of healthcare products, including food
supplements, medical devices and dermo-cosmetics for the self management of
Proactive Healthy Longevity.
2. Segmental information
Operating segments are reported in a manner consistent with the internal
reporting provided to the Chief Operating Decision Maker ("CODM"). The CODM,
who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Group Directors.
Management has determined the operating segments based on the reports reviewed
by the Group Board of Directors (Chief Operating Decision Maker) that are used
to make strategic decisions. The Board considers the business from a
line-of-service perspective and uses operating profit/(loss) as its profit
measure. The operating profit/(loss) of operating segments is prepared on the
same basis as the Group's accounting operating profit.
In previous year's, the operations of the Group were segmented as:
• Venture Life Brands, which includes sales of branded healthcare
and cosmetics products, where the brand is owned within Venture Life Group,
direct to retailers and under distribution agreement. This segment includes
the acquisitions of the acquired Helsinn brands, the acquisition of BBI
Healthcare Ltd (subsequently renamed as Venture Life Healthcare Ltd),the
acquisition of HL Healthcare Ltd and the acquisition of Health and Her
Limited.
• Customer Brands, which includes sales of products and services
under contract development and manufacturing agreements, where the brand is
not owned by the Venture Life Group. This segment includes the acquisition of
Biokosmes srl.
During 2024 the Customer Brands segment has been reclassified as held for sale
and was divested post year end (see note 12 for further details). As a
consequence of the divestment, the Group is now entirely focused on the
performance of the Venture Life Brands. The performance of the Venture Life
Brands reflects the overall performance of continued operations as shown in
the financial statements.
2.1 Segment revenue and results
The following is an analysis of the Group's revenue for the Venture Life
Brands segment:
Two customers generated revenue of £7,754k which accounted for 10% or more of
total revenue (2023: two customers generated revenue of £6,449k which
accounted for 10% or more of total revenue). These customers are listed below:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Amazon 4,816 3,712
Bayer Consumer Care 2,938 2,737
The Group's revenue from external customers by geographical location of
customer is detailed below. A materiality threshold of £300,000 is applied
for disaggregation.
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Revenue
UK 16,173 12,770
Germany 310 199
Netherlands 651 187
France 465 359
Sweden 938 96
Denmark 961 1,442
Lithuania 523 506
Rest of Europe 2,271 1,807
USA 554 344
Canada 752 1,186
Brazil 428 860
Ireland 1,278 1,250
Rest of the World 1,289 1,360
Total revenue 26,593 22,365
3. Exceptional items
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Costs incurred in the acquisition of Health & Her Limited 729 -
Prospective M&A costs 256 86
Costs related to Enterprise Resource Planning system implementation 286 -
Integration of acquisitions 99 277
Restructure 251 276
Total exceptional items 1,621 639
During the period the Group incurred further integration costs in relation to
previous year acquisitions, new costs in relation to the successful Health and
Her Limited acquisition, and other prospective M&A associated with
divestment activities. The group also incurred the initial expense relating to
group wide Enterprise Resource Planning system implementations which is
anticipated to continue into the subsequent year. Remaining exceptional items
related to restructuring costs.
4. Income tax expense
Total Continued Discontinued Total Continued Discontinued
Year ended Year ended Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December 31 December 31 December
2024 2024 2024 2023 2023 2023
£'000 £'000 £'000 £'000 £'000 £'000
Current tax:
Current tax on profits for the year 1,548 669 879 1,038 141 897
Adjustments in respect of earlier years 51 51 - (25) (13) (12)
Total current tax expense 1,599 720 879 1,013 128 885
Deferred tax:
Origination and reversal of temporary differences (848) (674) (174) (811) (597) (214)
Total deferred tax credit (848) (674) (174) (811) (597) (214)
Total income tax charge / (credit) 751 46 705 202 (469) 671
Tax on the Group's profit before tax differs from the theoretical amount that
would arise using the weighted average tax rate applicable to profits and
losses of the consolidated entities as follows:
Continued Continued
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Profit before tax 19 (471)
Profit before taxation multiplied by the local tax rate of 25.00% (2023: 5 (118)
23.52%)
Net (tax allowances not recognised in financial statements) / expenses not 335 166
deductible for tax purposes
Patent box relief (194) (187)
Current year losses for which no deferred tax asset has been recognised - -
Utilised losses (4) -
Other adjustments (96) (267)
Re-measurement of deferred tax balances 3 (43)
Higher / (lower) rate on foreign taxes (3) (3)
Adjustments for current tax of prior periods - (13)
Income tax charge 46 (469)
With effect from 1 April 2023 the UK corporation tax rate rose from 19% to 25%
on all profits in excess of £250,000. The standard corporation tax rate in
Italy is 24% and there is in addition a regional production tax of 3.9%.
Corporation tax rates in the Netherlands are 25.8% on profits in excess of
€395,000 and 15% on profits below this threshold. Corporation tax rates in
the Sweden are 20.6%. Deferred taxes at the balance sheet date have been
measured using these enacted tax rates and reflected in these financial
statements.
As at the reporting date, the Group has unused tax losses of £13,119,786
(2023: £9,469,282) available for offset against future profits generated in
the UK. A deferred tax asset has been recognised on the losses which the
company considers will be utilised against future profits in the UK however,
there remain further losses of £435,000 which a deferred tax asset has not be
recognised on due to the uncertainty of their recoverability.
The tax charge of the Group is mainly driven by tax paid on the profits of
Biokosmes S.r.l and PharmaSource B.V. as profits from the UK entities are
Group relieved against current year and prior year losses within the UK Group.
The group recognises a deferred tax asset in relation to losses carried
forward in the UK entities as the performance of these entities is expected to
become more profitable in future due to the introduction of new customers and
products from recent acquisitions and business development activities, as well
as cost rationalisation and strategic tax planning activities. The deferred
tax liabilities generated on previous years acquisitions are released to the
income statement over time.
5. Earnings per share
A reconciliation of the weighted average number of ordinary shares used in the
measures is given below:
Year ended Year ended
31 December 31 December
2024 2023
Number Number
For basic EPS calculation 126,720,281 126,498,197
For diluted EPS calculation 137,296,327 133,635,025
The dilution reflects the inclusion of the options and LTIPs that have been
issued, amounting to 10,294,015 (2023: 10,194,015) stock options and Nil
(2023: 554,115) LTIPs per Note 21.
A reconciliation of the earnings used in the different measures is given
below:
Total Group 2024 2023
£'000 £'000
For basic and diluted EPS calculation (314) 921
Add back: Amortisation of acquired intangibles* 3,368 4,407
Add back: Exceptional costs 1,621 639
Add back: Share based Payments 337 225
For adjusted EPS calculation 5,012 6,192
*the prior year has been restated to restrict the add back to amortisation of
acquired intangibles only given their non-cash nature.
The resulting EPS measures are:
Total Group Pence Pence
Basic EPS (0.25) 0.73
Diluted EPS (0.25) 0.68
Adjusted EPS* 3.96 4.89
Adjusted diluted EPS 3.65 4.63
*the prior year has been restated to restrict the add back to amortisation of
acquired intangibles only given their non-cash nature.
Continuing Operations 2024 2023
£'000 £'000
For basic and diluted EPS calculation (27) (2)
Add back: Amortisation of acquired intangibles 2,446 2,471
Add back: Exceptional costs 1,621 639
Add back: Share based Payments 232 183
For adjusted EPS calculation 4,272 3,291
The resulting EPS measures are:
Continuing Operations Pence Pence
Basic EPS (0.02) (0.00)
Diluted EPS (0.02) (0.00)
Adjusted EPS 3.37 2.60
Adjusted diluted EPS 3.11 2.46
6. Business Combinations
6a. Business Combinations
On 8 November 2024 the Company completed the acquisition of 100% of the equity
of Health and Her Ltd, a UK based specialist female health business for an
upfront cash consideration of £7.5 million, plus a further £0.7 million in
cash payable 12 months post completion, with an additional £1.8 million of
consideration payable in cash contingent upon H&H achieving expected
trading results for the 12 months post completion.
The price paid reflects the future value that the Company can unlock from this
business acquisition through a) the trading of these acquired products into
its network of existing Venture Life Brand customers b) value creation through
the application of the Group's internal R&D resources to broaden the
product range and c) operating synergies across Venture Life's infrastructure.
The acquisition of Health and Her Ltd introduces additional strong brands and
products into the Group and customers in the areas female and male hormonal
health. The Company acquired the business to further strengthen the product
portfolio and pursue opportunities within existing and new global markets. The
inclusion of this additional business into its portfolio increases the
leverage of its trading infrastructure. The acquisition has been accounted for
as a business combination in the Consolidated Financial Statements of the
Group to December 2024 which include the results of the Health and Her Ltd
business for the period from 9 November 2024 to 31 December 2024.
The fair values of the identifiable assets and liabilities of the Health and
Her Ltd business as at the date of acquisition were:
Acquisition of Health and Her Ltd on 8 November 2024 Book value Fair Value Adjustments Fair Value
£'000s £'000s £'000s
Assets
Non-current assets
Brands - 7,328 7,328
Tangible Fixed Assets 12 - 12
Deferred tax 818 - 818
830 7,328 8,158
Current assets
Inventories 263 228 491
Trade Receivables 1,052 - 1,052
Other Receivables 23 - 23
Cash 265 - 265
1,603 228 1,831
Total assets 2,433 7,556 9,989
Current liabilities
Trade payables 552 - 552
Other payables 586 - 586
1,138 - 1,138
Non-current liabilities
Borrowings 945 945
Deferred tax - 1,889 1,889
945 1,889 2,834
Total net assets 350 5,667 6,017
Net assets acquired 6,017
Goodwill 2,318
Total consideration 8,335
Health and Her was acquired on 8 November 2024. It generated revenues of £0.8
million and adjusted EBITDA of £0.1 million in the period from acquisition to
31 December 2024. Health and Her generated revenues of £5.9 million and
adjusted EBITDA of £nil for the twelve months ended 31 December 2024.
6b. Intangible assets
Other
Development Patents and Intangible
costs Brands trademarks Goodwill Assets Total
£'000 £'000 £'000 £'000 £'000 £'000
Cost or valuation:
At 1 January 2023 5,119 29,375 1,059 39,652 13,523 88,728
Additions 1,377 - 210 - - 1,587
Disposals (22) - - - - (22)
Foreign exchange movements (84) - (15) (305) (68) (472)
At 31 December 2023 6,390 29,375 1,254 39,347 13,455 89,821
Acquired through business - 7,328 - 2,318 - 9,646
combinations
Additions 1,136 - 50 - - 1,186
Disposals (29) - - - - (29)
Transfer to Assets held for sale (7,179) (2,030) (884) (25,729) (7,263) (43,085)
Foreign exchange movements (318) - (29) (549) (119) (1,015)
At 31 December 2024 - 34,673 391 15,387 6,073 56,524
Amortisation:
At 1 January 2023 2,780 2,344 693 - 4,217 10,034
Charge for the year(1) 869 1,917 144 - 1,586 4,516
Impairment charge(2) - - - 760 - 760
Foreign exchange movements (45) - (9) 2 (49) (101)
At 31 December 2023 3,604 4,261 828 762 5,754 15,209
Charge for the year(1) 1,103 1,836 171 - 1,361 4,471
Transfer to Assets held for sale (4,461) (428) (784) (748) (4,967) (11,388)
Foreign exchange movements (246) 1 (22) (14) (102) (383)
At 31 December 2024 - 5,670 193 - 2,046 7,909
Carrying amount:
At 31 December 2023 2,786 25,114 426 38,585 7,701 74,612
At 31 December 2024 - 29,003 198 15,387 4,027 48,615
Notes
1 Included in the charge for the year ended 31 December 2024 is £2,024,000
(2023: £2,045,000) in respect of parts of the business now reported as
discontinued operations. See note 31 'Discontinued operations and assets held
for sale' for more information.
2 Included in the impairment charge for the year ended 31 December 2024 is
£nil (2023: £760,000) in respect of parts of the business now reported as
discontinued operations. See note 31 'Discontinued operations and assets held
for sale' for more information.
All capitalised development costs are amortised over their estimated useful
lives, which is five years. All amortisation has been charged to
administrative expenses in the Statement of Comprehensive Income.
All trademark, licence and patent renewals are amortised over their estimated
useful lives, which is between five and ten years. All amortisation has been
charged to administrative expenses in the Statement of Comprehensive Income.
Other intangible assets currently comprise customer relationships and product
formulations acquired through the acquisition of Biokosmes SRL. and customer
relationships acquired through the acquisitions of Periproducts, the Dentyl
brand, the Pharmasource group, BBI Healthcare Ltd, the Helsinn Brands and HL
Healthcare Ltd. These assets were recognised at their fair value at the date
of acquisition and were being amortised over a period of between five and ten
years. The weighted average remaining amortisation period for other intangible
assets is 5.8 years (2023: 5.4 years)
Assets with indefinite economic lives as well as associated assets with finite
economic lives are tested for impairment at least annually or more frequently
if there are indicators that amounts might be impaired. The impairment review
involves determining the recoverable amount of the relevant cash-generating
unit, which corresponds to the higher of the fair value less costs to sell or
its value in use.
The key assumptions used in relation to the Biokosmes (Customer Brands
comprising one CGU), Periproducts, the Dentyl brand, Pharmasource group, BBI
Healthcare Ltd, the Helsinn brands and HL Healthcare Ltd (part of the Venture
Life Brands comprising six CGU's) impairment review are outlined below:
Discontinued Business - assessed under IFRS 5:
The group has identified two disposal groups as making up discontinued
operations as at the balance sheet date. The first disposal group is Oral
Care, which was previously disclosed in this note as the CGU's of Periproducts
Ltd and Dentyl Brand. The second disposal group is CDMO activities and
Peripheral brands, which was previously disclosed in this note as the CGU's of
Biokosmes SRL, and Pharmasource BV. Management has assessed each disposal
group for impairment by comparing the fair value less associated costs to sell
each group to the equivalent carrying value of associated CGUs remaining as at
the balance sheet date.
Oral Care
Management has received a non-binding offer ("NBO") for the whole share
capital of Periproducts Ltd, including all Oral Care brand sales within the
group. The total value of this NBO more than materially exceeds the remaining
carrying value of both Dentyl and Periproducts CGUs which was £5.3 million in
aggregate at the balance sheet date.
CDMO activities and Peripheral brands
On 11 May 2025 Venture Life Group Plc agreed and fully executed a Share and
Purchase agreement ("SPA") for the disposal of the whole share capital of
Biokosmes S.r.l, whole share capital of Venture Life Manufacturing (Sweden) AB
- and subsidiaries, and certain peripheral brands including the Footcare
brand. The value of proceeds from this SPA more than materially exceeds the
remaining carrying value of both Biokosmes SRL and Pharmasource BV CGUs which
was £35.9 million in aggregate at the balance sheet date.
Further details relating to discontinued operations can be found within Note
31.
Continuing Business - assessed under IAS 36:
BBI Healthcare Ltd
· In 2024, BBI Healthcare Ltd achieved revenue growth of 28.8%
versus the previous year which is primarily driven by growth in the Lift brand
across UK Online and Pharmaceutical channels. Management have forecasted
future revenue growths for the 5-year period ending 2028 of CAGR 11.8%, which
is significantly benefitted by a new contract agreement with a leading
European consumer healthcare distributor for Balance Activ products.
· The group has valued BBI Healthcare Ltd by discounting the
associated future cash flows across a five year period, and with a terminal
value to reflect future years. The discount rate is based upon the group
pre-tax WACC of 14.0% and is adjusted for specific segment, country and
currency risk plus local tax rates to derive a post-tax rate of 10.5%. These
assumptions generate a headroom over the assets current carrying value
equivalent to £54.6 million. An increase in the post-tax WACC rate by 16.5ppt
would have resulted in no headroom over the assets of the business held at the
balance sheet date.
· Sensitivity analysis has been performed to reduce anticipated
revenue growths by 10% as a prudent scenario and shows that the future
cashflows still generate a significant headroom of £53.9 million over the
assets of the business held at the balance sheet date.
Helsinn Brands
· In 2024, Helsinn Brands revenues contracted 20.2% versus the
previous year primarily owing to less than expected International sales in
Pomi-T and exceptional comparatives, with prior year growth in Gelclair of
51.9%. Significant growth is expected during 2024 following a post-year end
listing of Pomi-T product at a major UK retailer. Management have forecasted
future revenue growths for the 5-year period ending 2029 of CAGR 12.9%.
· The group has valued Helsinn Brands by discounting the associated
future cash flows across a five year period, and with a terminal value to
reflect future years. The discount rate is based upon the group pre-tax WACC
of 14.0% and is adjusted for specific segment, country and currency risk plus
local tax rates to derive a post-tax rate of 10.5%. These assumptions generate
a headroom over the assets current carrying value equivalent to £6.1 million.
· An increase in the post-tax WACC rate by 18.0ppt would have
resulted in no headroom over the assets of the business held at the balance
sheet date.
· Sensitivity analysis has been performed to restrict forecasted
revenues on Pomi-T to those from pre-existing customer relationships only as a
prudent scenario and shows that the future cashflows still generate a
significant headroom of £3.3 million over the assets of the business held at
the balance sheet date.
HL Healthcare Ltd
· In 2024, HL Healthcare Ltd achieved revenue growth of 14.1%
versus the previous year, with core Earol brands growing 10.0% in the UK
market and supplemented by high growth NPD launches. Management have
forecasted future revenue growth for the 5-year period ending 2029 of CAGR
11.8%.
· The group has valued HL Healthcare Ltd by discounting the
associated future cash flows across a five year period, and with a terminal
value to reflect future years. The discount rate is based upon the group
pre-tax WACC of 14.0% and is adjusted for specific segment, country and
currency risk plus local tax rates to derive a post-tax rate of 10.5%. These
assumptions generate a headroom over the assets current carrying value
equivalent to £12.5 million.
· An increase in the post-tax WACC rate by 10.7ppt would have
resulted in no headroom over the assets of the business held at the balance
sheet date.
· Sensitivity analysis has been performed to reduce anticipated
revenue growths by 10% as a prudent scenario and shows that the future
cashflows still generate a significant headroom of £12.3 million over the
assets of the business held at the balance sheet date.
Health and Her Limited
· In November 2024, the group acquired the whole shareholding of
Health and Her Limited. To maintain comfort over the valuation of intangible
assets as at year end and to properly consider ongoing integration efforts,
the group has performed an impairment assessment of the assets of the business
held at the balance sheet date.
· On a like-for-like basis Health and Her revenues contracted by
3.6% versus the previous year primarily due to discontinuation of clinic
revenue streams. Across the same period Retail revenues grew 11.4% part driven
by high uptake of new product launches in Q3. Management have prudently
forecasted future revenue growth for the 4-year period ending 2029 of CAGR
5.8% with intention to accelerate to double digit growth following integration
efforts.
· The group has valued Health and Her Limited by discounting the
associated future cash flows across a five year period, and with a terminal
value to reflect future years. The discount rate is based upon the group
pre-tax WACC of 14.0% and is adjusted for specific segment, country and
currency risk plus local tax rates to derive a post-tax rate of 10.5%. These
assumptions generate a headroom over the assets current carrying value
equivalent to £1.7 million.
· An increase in the post-tax WACC rate by 1.3ppt would have
resulted in no headroom over the assets of the business held at the balance
sheet date.
The above impairment assessments of BBI Healthcare Ltd, the Helsinn brands, HL
Healthcare Ltd and Health and Her Limited have included assessment of all
elements of intangible value regardless of whether their economic lives are
finite or indefinite, and include Customer Relationships, acquired
formulations, acquired Trademarks and Goodwill.
Intangible assets with indefinite useful lives allocated to operating segments
Year ended 31 December 2024 Year ended 31 December 2023
£'000 £'000
Goodwill PeriProducts Ltd - 3,337
Dentyl - 2,711
Pharmasource BV - 3,819
BBI Healthcare Ltd 7,737 13,252
The Helsinn brands 1,925 1,925
HL Healthcare Ltd 3,407 3,406
Health and Her 2,318 -
Venture Life Brands Total 15,387 28,450
Biokosmes SRL - 10,135
Customer Brands Total - 10,135
Total 15,387 38,585
Brands
The Helsinn brands 2,010 2,010
Venture Life Brands Total 2,010 2,010
Customer Brands Total - -
Total 2,010 2,010
The recoverable amount of each segment was determined based on value-in-use
calculations, covering a detailed five-year forecast and terminal value. The
present value of the expected cash flows of each segment is determined by
applying a suitable discount rate reflecting current market assessments of the
time value of money and risks specific to the segment.
Recoverable amount of each operating segment
Year ended 31 December 2024 Year ended 31
December 2023
£'000 £'000
PeriProducts Ltd - 12,173
Dentyl - 4,935
Pharmasource BV - 4,980
BBI Healthcare Ltd 81,573 62,540
The Helsinn brands 13,051 21,485
HL Healthcare Ltd 28,631 21,961
Health & Her Ltd 12,365 -
Venture Life Brands Total 135,620 128,074
Biokosmes SRL - 34,556
Customer Brands - 34,556
These assumptions are subjective and provide key sources of estimation
uncertainty, specifically in relation to growth assumptions, future cashflows
and the determination of discount rates. The actual results may vary and
accordingly may cause adjustments to the Group's valuation in future financial
years.
Sensitivity analysis has been performed on the impairment review of all other
operating segments and indicate sufficient headroom in the event of reasonably
possible changes in key assumptions and these are unlikely to result in an
impairment.
7. Cash and cash equivalents
At At
31 December 31 December
2024 2023
£'000 £'000
Available cash and cash equivalents as presented in the consolidated statement 3,053 5,622
of financial position
Cash and cash equivalents of discontinued operations 1,266 -
Available cash and cash equivalents as presented in the consolidated statement 4,319 5,622
of cash flows
The Group holds sterling, Chinese renminbi and euro denominated balances in
the UK. The Group's subsidiaries hold US dollar, yen and euro accounts in
Italy, euro accounts in the Netherlands, a Swiss franc account in Switzerland
and Swedish Krona account in Sweden.
8. Share capital
All shares are authorised, issued and fully paid. The Group has one class of Ordinary Ordinary
ordinary shares which have full voting rights, no preferences and no
restrictions attached.
shares of shares of Share Merger
0.3p each 0.3p each premium reserve
Number £ £'000 £'000
At 31 December 2024 127,052,312 381,157 65,960 7,656
At 31 December 2023 126,498,197 379,495 65,960 7,656
The Company issued 554,115 new shares during 2024 (no new shares were issued
during 2023).
9. Interest-bearing borrowings
At At
31 December 31 December
2024 2023
£'000 £'000
Current
Invoice financing - 616
Leasing obligations 315 1,044
Deferred contingent consideration 599 -
Secured bank loans due within one year - 16,467
Deferred consideration 746 2,215
Total 1,660 20,342
Non-current
Leasing obligations 418 4,050
Secured bank loans due after one year 21,782 -
Total 22,200 4,050
All bank loans are held jointly by Santander Bank and HSBC Innovation Bank and
comprise the Group's revolving credit facility, secured against the assets and
profits of most subsidiaries within the Group and with expiry in June 2028.
This facility was originally established during 2021 in the committed sum of
£30.0 million of which £22.0 million has been drawn at 31(st) December 2024
(31(st) December 2023: £16.5 million). Invoice financing includes the Italian
RiBa (or "Ricevuta Bancaria") facility which is a short-term facility. The
balance shown above of £nil (2023: £0.6 million) reflects the amount that
had been settled in Biokosmes' account under RiBa and drawn against invoices
in the UK as at the reporting date.
The revolving credit facility bears interest at a fixed rate of 2.5% plus
SONIA on drawn funds as well as commitment interest at the rate of 1.0% on the
balance of undrawn funds up to the facility limit. The RiBa invoice
financing balance bears interest at variable rates.
A summary showing the utilisation of the revolving credit facility shown
below:
2024 2024 2024 2023 2023 2023
GBP EUR All GBP EUR All
£'000 £'000 £'000 £'000 £'000 £'000
Opening balance at 1 January 11,100 5,421 16,521 11,900 5,757 17,657
Drawdown 9,000 - 9,000 2,250 303 2,553
Repayments (3,300) - (3,300) (3,050) (531) (3,581)
Impact of foreign exchange - (239) (239) - (108) (108)
Closing balance at 31 December 16,800 5,182 21,982 11,100 5,421 16,521
A summary showing the utilisation of the invoice financing is shown below:
2024 2023
£'000 £'000
Opening balance at 1 January 616 -
Drawdown - 612
Repayment (616) -
Impact of foreign exchange - 4
Closing balance at 31 December - 616
A summary showing the contractual repayment of interest-bearing borrowings is
shown below:
At 31 December 2024 At 31 December 2023
Leasing Leasing
obligations Other 2024 obligations Other 2023
£'000 £'000 £'000 £'000 £'000 £'000
Amounts and timing of debt repayable:
Within 1 year 370 7,775 8,145 1,187 20,181 21,368
1-2 years 370 10,952 11,322 1,097 - 1,097
2-3 years 74 7,113 7,187 979 - 979
3-4 years - - - 460 - 460
4-5 years - - - 435 - 435
After more than 5 years - - - 1,271 - 1,271
Total 814 25,840 26,654 5,429 20,181 25,610
The above amounts reflect the contractual undiscounted cash flows, which may
differ to the carrying values of the liabilities at the reporting date.
Net debt reconciliation:
Liabilities from Financing activities Other assets
Net cash /
Borrowings Leases Sub-total Cash (Net debt)
Net cash / (debt) at 1 January 2023 22,275 4,571 26,846 5,631 (21,215)
Net cashflow - - - 74 74
Finance lease repayments - (999) (999) - 999
Fees and Interest 478 - 478 - (478)
Drawdown 3,165 1,602 4,767 - (4,767)
(Repayments) (3,581) - (3,581) - 3,581
Deferred consideration arising on business combination (2,933) - (2,933) - 2,933
Foreign exchange movements (106) (80) (186) (83) 103
Net cash / (debt) at 31 December 2023 19,298 5,094 24,392 5,622 (18,770)
Net cashflow - - - (1,164) (1,164)
Finance lease repayments - (1,153) (1,153) - 1,153
Fees and interest (343) - (343) - 343
Drawdown 9,000 671 9,671 - (9,671)
(Repayments) (5,926) - (5,926) - 5,926
Contingent deferred consideration arising on business combination 594 - 594 - (594)
Deferred consideration arising on business combination 741 - 741 - (741)
Transfer to assets / liabilities held for sale - (3,689) (3,689) (1,266) 2,423
Foreign exchange movements (237) (190) (427) (139) 288
Net cash / (debt) at 31 December 2024 23,127 733 23,860 3,053 (20,807)
10. Leases
IFRS 16 requires the Group, with the exception of short-term and low value
leases, to value all leasing obligations disclosing right-for-use assets and
corresponding lease liabilities.
Right-of-use assets
Motor
Equipment vehicles Property Total
£'000 £'000 £'000 £'000
Carrying value 1 January 2023 39 4 4,571 4,614
Additions 85 1 1,516 1,602
Depreciation charge in the year (53) (5) (1,070) (1,128)
Foreign exchange movements (2) - (79) (81)
Carrying value 31 December 2023 69 - 4,938 5,007
Interest charge in the year 8 - 64 72
Cash outflow for leases in the year 51 5 943 999
Carrying value 1 January 2024 69 - 4,938 5,007
Additions 27 17 792 836
Depreciation charge in the year (55) (5) (1,145) (1,205)
Transfer to Assets held for sale (38) (12) (3,530) (3,580)
Foreign exchange movements (1) - (340) (341)
Carrying value 31 December 2024 2 - 715 717
Interest charge in the year 5 1 189 195
Cash outflow for leases in the year 62 5 1,086 1,153
Lease liabilities were calculated as the present value of the future lease
obligations of the Group amounting to £0.73 million (31 December 2023: £5.09
million). The future leasing obligations were discounted using the relevant
Italian and UK local borrowing rates of between 1% and 11.5%. The contractual
maturity and closing lease liabilities are shown in Note 24.
The lease categories of the Group are made up of:
Office equipment
• Photocopiers and laboratory equipment leased by the Group are
rented under contract with lease terms extending between 2023 and 2026. Each
contract comes with a three-month break clause and management are reasonably
certain the break clauses will not be exercised.
Motor vehicles
• A company car was provided during 2024 for use by a senior member
of staff whose responsibilities require a high degree of national and
international road travel.
Property
• The Group's Italian subsidiary has one operating location and one
logistics facility in Lecco, near to Milan. The operating location has 2
long-term rental agreements. The main agreement was renewed in November 2019
for a period of six years and has an option to extend the lease for a further
six years. During the year these leases have been transferred to assets held
for sale (see notes 30 & 31 for further details).
• The Group's current UK operation is headquartered in a leased
premises in Bracknell. The lease contract commenced in July 2022 and expires
in June 2027.
· The Group holds leases associated with UK warehousing facilities,
these leases commenced in April 2023 and expire in March 2026.
If IFRS 16 was not required, operating profit of the Group for the year would
be decreased by £56,000 (2023: decreased by £19,000) and profit before tax
would be increased by £15,000 (2023: increased by £7,000).
11. Alternative Performance Measures (APM's)
The Group uses certain financial measures that are not defined or recognised
under IFRS. The Directors believe that these non-GAAP measures supplement GAAP
measures to help in providing a further understanding of the results of the
Group and are used as key performance indicators within the business to aid in
evaluating its current business performance. The measures can also aid in
comparability with other companies who use similar metrics. However as the
measures are not defined by IFRS, other companies may calculate them
differently or may use such measures for different purposes to the Group.
The measures used are Earnings before Interest, Tax, Depreciation and
Amortisation (EBITDA) and Adjusted EBITDA which is defined as EBITDA excluding
share-based payment charges and exceptional items.
EBITDA and Adjusted EBITDA - Total Group Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Operating profit 1,515 1,401
Add back:
Operating profit - CDMO activities and peripheral brands 978 2,454
Operating profit / (loss) - Oral care 154 (566)
Operating profit - Total Group 2,647 3,289
Add back:
Depreciation 2,197 2,128
Amortisation 4,471 4,516
Impairment of Intangible assets - 760
EBITDA 9,315 10,693
Add back:
Share-based payments charge 337 225
Exceptional costs 1,713 639
Adjusted EBITDA 11,365 11,557
EBITDA and Adjusted EBITDA - Continuing Operations Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Operating profit 1,515 1,401
Add back:
Depreciation 359 201
Amortisation 2,447 2,471
Impairment of Intangible assets - -
EBITDA 4,321 4,073
Add back:
Share-based payments charge 232 183
Exceptional costs 1,621 639
Adjusted EBITDA 6,174 4,895
Net debt / (cash) Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Cash and cash equivalents (3,053) (5,622)
Interest bearing borrowings - Deferred contingent consideration - current 599 -
Interest bearing borrowings - Bank Loans - current - 16,467
Interest bearing borrowings - Bank Loans - non-current 21,782 -
Interest bearing borrowings - Deferred consideration - current 746 2,215
Invoice financing - 616
Net debt (excl leases) 20,074 13,676
Interest bearing borrowings - Leasing obligations - current 315 1,044
Interest bearing borrowings - Leasing obligations - noncurrent 418 4,050
Net debt (incl leases) 20,807 18,770
Net Leverage Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Net debt (excl leases) 20,074 13,676
Uncrystallised deferred consideration (1,345) -
Net debt (excl leases and uncrystallised deferred consideration) 18,729 13,676
Adjusted EBITDA 11,365 11,557
Adjustment to include mid year acquisition on trailing 12 month basis 6 -
12 month trailing adjusted EBITDA 11,371 11,557
deduct:
Lease payments for 12 month period (1,153) (999)
Adjusted EBITDA for net leverage 10,218 10,558
Net leverage 1.83x 1.30x
12. Discontinued operations and assets held for sale
The Group classifies certain of its assets that it expects to dispose as
either discontinued operations or as held for sale.
The Group classifies non-current assets and assets and liabilities within
disposal groups ('assets') as held for sale if the assets are available
immediately for sale in their present condition, management is committed to a
plan to sell the assets under usual terms, it is highly probable that their
carrying amounts will be recovered principally through a sale transaction
rather than through continuing use and the sale is expected to be completed
within one year from the date of the initial classification.
Assets and liabilities classified as held for sale are presented separately as
current items in the consolidated statement of financial position and are
measured at the lower of their carrying amount and fair value less costs to
sell. Property, plant and equipment and intangible assets are not depreciated
or amortised once classified as held for sale.
Where operations constitute a separately reportable segment (see note 5.
'Segmental information') and have been disposed of, or are classified as held
for sale, the Group classifies such operations as discontinued.
Discontinued operations are excluded from the results of continuing operations
and are presented as a single amount as profit or loss after tax from
discontinued operations in the Consolidated income statement. Discontinued
operations are also excluded from segment reporting. All other notes to the
Consolidated financial statements include amounts for continuing operations,
unless indicated otherwise.
Transactions between the Group's continuing and discontinued operations are
eliminated in full in the Consolidated income statement. To the extent that
the Group considers that the commercial relationships with discontinued
operations will continue post-disposal, transactions are reflected within
continuing operations with an opposite charge or credit reflected within the
results of discontinued operations resulting in a net nil impact on the
Group's Profit for the financial year for the years presented.
Discontinued operations
Segment analysis of discontinued operations
CDMO activities and peripheral brands
The results of discontinued operations are detailed below.
Income Statement
31 December 31
December
2024 2023
£'000 £'000
Revenue 20,607 24,374
Cost of sales (12,043) (14,316)
Gross profit 8,564 10,058
Administrative expenses
Operating expenses (5,973) (5,509)
Amortisation of intangible assets (1,832) (2,198)
Total administrative expenses (7,805) (7,707)
Other income 311 103
Operating profit before exceptional items 1,070 2,454
Exceptional costs (92) -
Operating profit 978 2,454
Finance costs (713) (294)
Profit before tax 265 2,160
Tax (686) (669)
(Loss) / Profit for the year - Discontinued operations (421) 1,491
Oral care distribution and marketing activities
The results of discontinued operations are detailed below.
The Group is actively marketing its oral care brands and expects a transaction
to be completed within twelve months of the year end.
Income Statement
31 December 31
December
2024 2023
£'000 £'000
Revenue 4,280 4,671
Cost of sales (3,341) (3,872)
Gross profit 939 799
Administrative expenses
Operating expenses (593) (758)
Amortisation of intangible assets (192) (607)
Total administrative expenses (785) (1,365)
Other income - -
Operating profit / (loss) before exceptional items 154 (566)
Exceptional costs - -
Operating profit / (loss) 154 (566)
Finance costs - -
Profit before tax 154 (566)
Tax (20) (2)
Profit / (Loss) for the year - Discontinued operations 134 (568)
Assets held for sale
Assets and liabilities relating to CDMO activities and peripheral brands, and
oral care have been classified as held for sale in the consolidated statement
of financial position at 31 December 2024. The relevant assets and liabilities
are detailed in the table below.
CDMO activities and peripheral brands Oral care Total
£'000 £'000 £'000
Assets
Non-current assets
Intangible assets 24,528 7,024 31,552
Property, plant and equipment 8,060 - 8,060
Deferred tax 141 - 141
32,729 7,024 39,753
Current assets
Inventories 5,410 - 5,410
Trade and other receivables 6,427 - 6,427
Cash and cash equivalents 1,266 - 1,266
13,103 - 13,103
Assets held for sale 45,832 7,024 52,856
Liabilities
Current liabilities
Trade and other payables 5,237 - 5,237
Taxation - - -
Interest-bearing borrowings 822 - 822
6,059 - 6,059
Non-current liabilities
Interest-bearing borrowings 2,867 - 2,867
Statutory employment provision 1,590 - 1,590
Deferred tax liability 1,430 20 1,450
5,887 20 5,907
Liabilities held for sale 11,946 20 11,966
(#_ftnref1)
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