REG - Venture Life Group - Interim Results
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RNS Number : 7199Y Venture Life Group PLC 31 March 2026
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31 March 2026
VENTURE LIFE GROUP PLC
("Venture Life", "VLG" or the "Group")
Unaudited Interim Results for the 12-month period ended 31 December 2025
Venture Life (AIM: VLG), a recognised leader in proactive healthy longevity,
product innovation, development, and commercialisation within the global
consumer healthcare sector, announces its unaudited interim results for the
12-month period ended 31 December 2025 (the "Period"). As announced on 24
September 2025, the Company has changed its accounting reference date from 31
December to 31 May, and therefore, the Company's audited results will be for
the 17-month period to 31 May 2026.
In July 2025, the Company sold its contract development and manufacturing
operations ("CDMO") and certain non-core products (the "Non-Core Products") to
BioDue S.p.A for an enterprise value ("EV") of €62 million. In December
2025, the Group sold the Ultradex and Dentyl brands (the "Oral Care Brands")
including 100% of the issued share capital of Periproducts Limited for an
enterprise value of up to £4.5 million (collectively the "Discontinued
Operations"). Discontinued operations are reported separately in the
Consolidated income statement as post-tax profit or loss, including gains or
losses from disposal. Assets and liabilities held for sale at 31 December 2024
have been derecognised upon disposal during the year.
In undertaking the above sales, the Group has simplified its business model
and transitioned to become a pure play consumer healthcare company. The Group
operates a capital light structure, brand focus and omnichannel approach,
using digitally integrated capabilities and data driven insight to deliver
future growth. This is accompanied by the strategic reinvestment to enhance
capabilities across the organisation including the appointment of new senior
management and Board positions. Significant cash resources exist for
deployment into immediately earning enhancing M&A into the Group's newly
strengthened 'acquisition-ready' infrastructure which will leverage the
existing operating cost base.
Financial Headlines
· Group revenue increased 32.2% to £35.2 million (2024: £26.6
million) and 11.4% on a proforma(1) basis.
· Gross profit increased 30.0% to £15.8 million (2024: £12.2
million) at gross margin of 45.0% (2024: 45.8%) (2024 proforma: 45.2%).
· Marketing costs as a percentage of revenue increased to 9.7%
(2024 proforma: 7.0%).
· Adjusted EBITDA(2) decreased 3.6% to £6.0 million (2024: £6.2
million) and Adjusted EBITDA margin declined to 16.9% (2024: 23.2%) (2024
proforma: 19.6%), reflecting the temporary disproportionate position of the
operating cost base to the level of revenue following the divestments.
· Operating loss increased to £1.3 million (2024: operating profit
of £1.5 million) and Adjusted profit before tax(3) increased to £4.9 million
(2024: £4.3 million).
· Adjusted EPS(4) increased 15.4% to 3.89p (2024: 3.37p) and Basic
EPS decreased to a loss of 1.49p (2024: loss of 0.02p).
· During the period, the Group received £56.1 million (net of cash
divested) in cash proceeds for the divestments and repaid the RCF in full,
resulting in a cash position of £34.2 million at 31 December 2025 (31
December 2024: Net debt(5) £20.1 million).
· Free cash flow ("FCF") decreased to £3.3 million (2024: £3.7
million) and FCF excluding cash exceptional costs increased to £5.1 million
(2024: £4.3 million) at an FCF conversion of 85.8% (2024: 69.5%)
· Profit after tax from the Discontinued Operations of £8.0
million (2024: loss £0.3 million), with an aggregate £11.4 million gain
recognised on the sale.
· Overall profit for the period attributable to shareholders of
£6.1 million (2024: loss of £0.3 million), resulting in diluted basic profit
per share of 4.37p (2024: loss of 0.25p).
Operational Headlines
· Successfully integrated the acquisition of Health & Her
Limited ("H&H"), delivering first year revenue growth of 44% and
contributing c.£1.4 million to Group EBITDA.
· Completed the divestment of the CDMO activities and Non-Core
Products in July 2025 for an EV of €62 million.
· Completed the sale of the Oral Care Brands in December 2025 for
an EV of up to £4.5 million.
· Share buyback programme launched in September 2025, returning
£1.1 million to shareholders by end of the Period through the acquisition of
approximately 1.7 million ordinary shares.
· Successfully implemented the Microsoft Dynamics 365 ERP system
across the organisation.
· Strengthened leadership to support our growth aspirations through
the appointment of a new Executive Director and senior management team
additions which have introduced new skillsets and enhanced capabilities.
· Restructured the commercial and marketing functions, including
consolidation of international business management into the UK, resulting in
closure of the Madrid office.
· Launched Earol and Balance Activ into Holland & Barrett
across September/October 2025.
· Additional H&H line listed in approx. 6,000 CVS stores in the
US from September 2025, with the H&H range also now available on Walmart
Marketplace.
Post Period End
· Revenues trading currently c.18% ahead of prior year with healthy
gross margin improvement driven from innovative product launches and
profitability initiatives.
· H&H officially became the No.1 menopause supplement brand in
the UK (Circana Value Sales Data).
· M&A activities continuing to progress well, with a number of
opportunities at various stages of discussion within complementary sectors and
targeted geographies.
· As at 31 March 2026 a total of £4.7 million had been returned to
shareholders though the share buyback programme with the acquisition of 7.0
million ordinary shares.
· Board remains confident in meeting management's guidance for the
17-month period ending 31 May 2026.
Jerry Randall, CEO of Venture Life Group plc commented: "The second half of
2025 was a period of substantial change and development for the Group. Through
the disposal of the CDMO operations and the Oral Care Brands at very good
value, we have simplified the business, disposed of a number of non-core
assets and generated significant funds to recycle into investment in our
growth aspirations. At the same time we have successfully completed the
integration of the Health & Her business (acquired in November 2024)
bringing the outstanding skills and capabilities of their team into the
integrated VLG business. We have also further strengthened the overall Venture
Life team in order to prepare ourselves for the organic and acquisitive growth
ambition that we hold. Although this means our structure is temporarily
slightly heavier than before, as reflected in our EBITDA margin, this
investment will reap significant returns as we grow. We are also seeing
significant benefits from the strategic relationship we have built with the
Healthea Group (the acquirers of the Group's CDMO Operations), including a
significant pipeline of new product development, access to wider manufacturing
capabilities and cost squeezing initiatives. I am delighted that we continue
to see year on year double digit organic revenue growth post period end, and
with our 5 point strategic plan fully embedded in the business, a strong
capable team in place and significant cash resources to fund our growth, we
are very well positioned for a bright future."
(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
6 for breakdown of exceptional items). This term is applied throughout the
document (see note 15 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
6 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 6 for breakdown of exceptional
items).
(5) Net debt calculated as gross debt excluding leases and uncrystallised
deferred contingent consideration, less cash & cash equivalents (see note
16b for reconciliation).
Investor Meets Presentation
Jerry Randall (CEO), Daniel Wells (CFO) and Kate Bache (CM&IO) will
provide a presentation via Investor Meet Company on Thursday 2 April at 14:30.
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 Ear, Nose & Throat ("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 Group to
retailers, elsewhere they are supplied by the Group's international
distribution partners.
Overview and Group Development
The business has shifted its strategy after divesting lower-margin,
capital-intensive CDMO operations and Non-Core Products in July 2025 and the
Oral Care Brands in December 2025. The focus is now on building a high-margin
consumer healthcare business dedicated to supporting healthy longevity through
a capital-light, brand focused, insight-driven, omnichannel approach
leveraging integrated digital capabilities.
The divestment of the CDMO operation and Non-Core Brands for an EV of €62
million in July 2025 and the divestment of the Oral Care Brands for up to
£4.5 million EV in December 2025 have resulted in a cash position of £34.2
million for the Group at 31 December 2025. This level of cash, combined with
an undrawn £50 million credit facility, means the Group has ample resources
for organic and acquisition-led growth. Additionally, long-term agreements
with the disposed entities provide access to advanced development and
manufacturing, eliminating the need for direct investment.
Commensurate with the divestment, the Group has focused on the growth of its
Power Brands (Balance Activ, Health & Her/Him, Lift & Earol) through
increased advertising & promotional ("A&P") activities and developing
strategic category level relationships with its key retailers in the UK and
US. The Group has invested during the Period in additional high calibre talent
to drive the business forward, particularly in the areas of Strategic Partner
Management, Digital Capabilities, Procurement and Marketing. These
appointments along with other key senior management recruits have
significantly enhanced the Group's in-house capabilities for delivering on our
strategies.
The commercial and marketing function was restructured during the period, with
the management of the international business now consolidated into the UK
based team resulting in closure of the Group's Madrid office. The transition
has enabled strengthening of relationships with strategic partners and joint
strategic planning goals to be mapped out for existing and new market
expansion and innovation plans. Transforming our International Distributor go
to market ("GTM") model and shifting from a distributor-led sell in approach
to one focused on International Branded / Own-Label expansion via Strategic
Partnerships has enabled the Group to move further towards insight driven
collaboration designed to unlock mutual value and accelerate profitable growth
by segmenting and prioritising our existing and new customer base.
The recruitment of Field Sales representatives and HCP (Healthcare
Professional) Marketing talent has helped drive consistent distribution
improvements across the pharmacy channel. with focus on education and
awareness. This is enhancing the Group's position as a leading consumer
healthcare business within this space. alongside ensuring our presence at the
National Pharmacy Show, significantly enhancing market visibility,
strengthening engagement with HCPs and leading customer partners, and
generating a strong pipeline of new business leads.
Marketing across the Group is increasingly focused on fewer, bigger,
higher‑impact initiatives: premium media, education‑led brand building,
and innovation‑supported campaigns that directly drive distribution, basket
value, and retailer engagement-particularly in the US and UK core growth
markets. This shift in focus is driving the topline growth of the Power Brands
and will continue to build.
In addition to increasing A&P activities, investment and resource have
been increased in the area of new product development ("NPD"). This focus is
fundamental to brand success and value growth. In conjunction with our
strategic partnership with the Healthea Group, the owner of BioDue S.p.A which
acquired the CDMO business in July 2025, this has seen the development of a
deep and exciting NPD pipeline which is expected to deliver meaningful revenue
growth in the future.
Share buyback programme
In September 2025 the Board announced it would be launching a share buyback
programme aimed at enhancing earnings per share and, at a time when the Board
believes the shares of the Company continue to be undervalued, delivering
greater value to shareholders. The Company began repurchasing shares in
November 2025 and as at 31 December 2025 a total of £1.1 million had been
returned to shareholders through the acquisition of approximately 1.7 million
ordinary shares.
As a result of these purchases, the Company now holds a meaningful treasury
position providing flexibility in the execution of our broader capital
management strategy. The Board will review how best to deploy the Company's
treasury shares in a manner that supports long‑term shareholder value either
by recycling them to satisfy employee incentive arrangements and, where
appropriate, to support value-accretive M&A activity, thereby preserving
the earnings per share benefits generated through the buyback programme. The
Board also continues to keep the share buyback programme under review ensuring
it remains in the best interests of shareholders.
Since the period end, the Company has continued its share buyback programme
and as at 31 March 2026 a total of £4.7 million has been returned to
shareholders through the acquisition of approximately 7.0 million ordinary
shares, at a volume weighted average price of 67p, resulting in an uplift of
c. 4% to earnings per share, reflecting the accretive impact of the programme.
Following the repurchase of the Ordinary Shares, the Company has 128,860,145
Ordinary Shares in issue at 31 March 2026, including 7,032,072 Ordinary Shares
held in treasury. The total number of voting rights in the Company is
therefore 121,828,073.
M&A and Corporate Structure
Following the divestments, the Group now has a much more simplified corporate
structure and management is continuing to review corporate structure
optimisation initiatives to support operational efficiencies and future
growth.
The Group continues to advance its disciplined M&A strategy, led by a
dedicated Head of M&A. The Group is actively pursuing a number of
potential targets within complimentary categories and adjacencies, and
discussions with various counterparties are ongoing. This includes the
acquisition of leading platform assets within the proactive healthy longevity
theme to enter new therapeutic areas, and bolt-on targets within existing core
categories that accelerate the Group's growth in key strategic geographies,
the UK, EU and US, and access new customer and market segments. The categories
targeted include Women's Health, Men's Health, and Hormonal Health as existing
categories, and Gut Health, Cognitive Health and Functional Nutrition as
adjacent, complimentary categories.
Alongside the category and geographical considerations referenced above,
targets are expected to be IP-rich with defensible market positions, have
potential to deliver meaningful revenue growth, be immediately earnings and
margin accretive, and meet strict valuation thresholds. Preference is given to
asset‑light, tech‑enabled brands with clear expansion potential and
synergy opportunities across the Group's commercial platform, ensuring any
acquisition enhances long‑term shareholder value. Further updates will be
provided as and when appropriate.
Technology and Digital
Building on the solid foundations established through the ERP implementation,
our near-term priority is to develop a data lake house analytics platform.
This platform will deliver real-time commercial insights to support our
strategic objectives, enable us to analyse trends, and leverage data for
anticipating future needs and performance. As a result, we will be better
positioned to optimise resource allocation and drive greater operational
efficiency. Our focus going forward is on driving operational efficiency
through automation and AI, while creating new opportunities from improved data
insight. In addition, we are continuing to strengthen our forecasting and
demand‑planning capabilities using integrated capabilities.
This is being achieved by creating a comprehensive digital and data strategy
that incorporates robust data governance and sophisticated data platforms
capable of ingesting data whilst assessing its quality and accuracy. These
platforms will also coordinate AI agents to aid and speed up decision-making
processes.
The success of our digital and data strategy will be underpinned by fostering
a culture that leverages AI and digital to create an environment where our
people will be able to work more effectively within a culture that recognises
both the risks and benefits, ensuring we run a safe and responsible AI-driven
business
ESG Progress
During the Period, we continued to develop our ESG framework by setting clear
objectives and mapping our ESG-related risks against them, ensuring these
risks sit appropriately within our overall risk appetite. This work allowed us
to understand our most significant environmental, social and governance
impacts enabling us to enhance our ESG resilience. Separately, the divestment
of the CDMO business and our transition to a pure brands model has reshaped
some of our ESG priorities by placing a greater emphasis on understanding and
managing the impacts within our supply chain, which will be a key workstream
moving forward. The Group's ESG framework and strategy, together with our SECR
disclosures, will be reported in full in our Annual Report for the period
ending 31 May 2026.
Risk and Uncertainties
The principal risks and uncertainties facing the Group are described in detail
on pages 39 to 42 of the Group's Annual Report for the period ended 31
December 2024 (a copy of which is available on the Group's website at
https://www.venture-life.com/investor-relations/results-reports-and-presentations/
(https://www.venture-life.com/investor-relations/results-reports-and-presentations/)
). These include risks relating to customer preference, customer and channel,
treasury, supply chain, cyber security, plastic packaging, climate and talent.
These risks have been considered by the Board and remain relevant for the rest
of this financial period.
Trading Performance
Group revenues demonstrated strong growth to £35.2 million, 11.4% ahead of
the prior year on a proforma basis (2024 proforma: £31.6 million), comprising
0.9% from price increases and 10.5% from volume sold.
The Power Brands (Balance Activ, Lift/Glucogel, Earol, Health & Her/Him)
grew 14.9% to £33.1 million (2024 proforma: £28.8 million). Underlying this
was strong performance in the UK where increased A&P investment drove
revenue growth of 17.3% to £25.0 million (2024 proforma: £21.3 million). The
international business declined 1.9% to £10.1 million (2024 proforma: £10.3
million) primarily attributable to order timing from partners.
The strong growth in UK revenues came from increases to Balance Activ of 12.5%
to £3.6 million (2024: £3.2 million) and Earol of 11.5% to £3.2 million
(2024: £2.8 million). The Lift brand demonstrated a strong recovery in the
second half of the year, finishing with a 4.9% increase to £7.3 million
(2024: £7.0 million). The Health & Her/Him brands, which were acquired on
8 November 2024, delivered significant proforma growth of 44%, reaching £8.5
million (2024 proforma: £5.9 million).
The reduction in the international business was primarily driven by two
factors: Firstly, the largest partner for Gelclair moved a significant order
into early 2026, which has now been fulfilled. Secondly, there were high stock
levels in-market for Earol (sold under the Vaxol brand) in Scandinavia, and
operations were temporarily disrupted as a result of a recent change in
ownership of the in-market local distributors. This has now been resolved and
new market expansion opportunities are also under discussion.
Revenue by therapy area for the 12 months ended 31 December 2025 - Continuing
Operations:
Revenue (£m) Revenue change (%)
2025 2024
Actual Proforma(1) Actual Proforma(1) Actual Proforma(1)
Women's Health 8.8 8.8 7.5 7.5 16.8% 16.8%
Energy Management 10.0 10.0 9.4 9.4 6.4% 6.4%
ENT 5.8 5.8 6.0 6.0 (2.1)% (2.1)%
Hormone Health 8.5 8.5 0.8 5.9 1,062% 44.1%
Sub-Total Power Brands 33.1 33.1 23.7 28.8 39.9% 14.9%
Oncology 2.0 2.0 2.8 2.8 (29.3)% (29.3)%
Other 0.1 0.1 0.1 0.1 (31.5)% (31.5)%
VLG brands revenue 35.2 35.2 26.6 31.6 32.2% 11.4%
Revenue by brand for the 12 months ended 31 December 2025 - continuing
operations:
Revenue (£m) Revenue change (%)
2025 2024
Actual Proforma(1) Actual Proforma(1) Actual Proforma(1)
Balance Activ 8.8 8.8 7.5 7.5 16.8% 16.8%
Lift 7.5 7.5 7.0 7.0 7.1% 7.1%
Glucogel 2.5 2.5 2.4 2.4 4.0% 4.0%
Earol 5.8 5.8 6.0 6.0 (2.1)% (2.1)%
Health & Her 7.8 7.8 0.6 5.7 1,300.01% 36.4%
Health & Him 0.7 0.7 0.2 0.2 214.8% 214.8%
Sub-Total Power Brands 33.1 33.1 23.7 28.8 39.9% 14.9%
Gelclair 1.0 1.0 1.7 1.7 (40.7)% (40.7)%
Pomi-T 1.0 1.0 1.1 1.1 (12.0)%. (12.0)%
Other 0.1 0.1 0.1 0.1 (31.5%) (31.5%)
VLG brands revenue 35.2 35.2 26.6 31.6 32.2% 11.4%
Women's Health (Balance Activ - Revenue £8.8 million, +16.8%)
Revenues from Women's Health rose by 16.8% during the Period. The Balance
Activ brand achieved a 12.5% increase in the UK, reaching £3.6 million (2024:
£3.2 million). This growth was primarily fuelled by a 12.1% climb in grocery
sales, with new treatment extensions supporting strong organic momentum,
enhanced retail distribution, and greater consumer awareness. Interest in
natural, non-medicated solutions is growing, highlighted by a 19.8% expansion
in the thrush treatment range.
Balance Activ has also entered Holland & Barrett with ambitious plans for
future expansion and now emphasises shelf education over promotional
campaigns. Additionally, a targeted programme to reduce unauthorised online
resellers has yielded positive results and updated promotional strategies are
improving the profitability of the brand. Innovation plans have progressed
substantially with two significant new product launches very well received by
retailers and further range extensions confirmed with strategic partners for
later this year.
International distributor revenues increased by 20.9%, driven by Cooper
Consumer Healthcare Group's launch of Bacterial Vaginosis ("BV") and Menopause
treatments in Italy, Germany, and France, which underscores the benefits of
these strategic partnerships.
Energy Management (Lift, Glucogel - Revenue £10.0 million, +6.4%)
During the first half of 2025, the Energy Management segment experienced a
contraction of c.5% resulting from disruption in the prescription business at
the start of the year whereby a technical error temporarily removed Lift
products from the NHS ordering platform. Despite this setback in the
prescription channel, the Lift brand recovered strongly and ended the Period
in growth of 7.1% to reach £7.5 million (2024: £7.0 million), with the
overall Energy Management business up 6.4% to £10.0 million for the Period
(2024: £9.4 million) which includes Glucogel's 4.0% growth to £2.5 million
(2024: £2.4 million).
Sales through Amazon delivered strong growth of 26% supported by the 'Need a
Lift' campaign following its launch in June plus a successful program to
reduce unauthorised resellers across online channels. The digital first
campaign leveraged Google display ads and Meta platforms to drive substantial
traffic to Lift's direct-to-consumer website, expanding the brand's digital
presence. Sales of Lift through the Group's own e-Commerce website
https://liftglucose.com/ (https://liftglucose.com/) surged by 41% supported by
these initiatives.
The Lift brand also performed strongly in Ireland with sales up over 29%
across the Period, where focus has been on developing the range available in
the market. Whilst in the UK, there has been ongoing focus on NICE
recommendation as the solution of choice for type 1 diabetics to ensure all
NHS groups have access to our range. Pharmacy field sales remain a key area of
focus, with ongoing efforts to capitalise on HCP recommendations within the
independent pharmacy sector. A broad HCP education programme involving
attendance at national type 1 diabetes events and training materials will
launch later this year with emphasis on highlighting the superiority of the
Lift and Glucogel products by reinforcing clinical differentiation versus
dietary sugars.
Further plans for new product launches are well underway for the launch of a
new Lift innovation range, including gels, paper wrapped formats and
children's product which are expected to contribute meaningful incremental
sales and leveraging our new in-house digital team to build deliver compound
growth on subscriptions, roll out CRM program and drive consumer loyalty.
ENT (Earol, Earol Swim, Baby Earol - Revenue £5.8 million, -2.1%)
Earol achieved solid UK growth of 11.5%, reaching £3.2 million (2024: £2.8
million) with the brand adding over 1,400 new distribution points, expanding
into major grocery and pharmacy chains, as well as securing listings in
Holland & Barrett that launched in late 2025. A new partnership with Boots
Hearing Care further reinforced professional endorsement, while national
digital education campaigns boosted brand awareness-delivering over one
million impressions-and helped Earol maintain its position as the UK's leading
ear wax removal spray.
A key element of Earol's strategy has been increasing awareness through
targeted digital marketing and the development of educational materials for
healthcare professionals. These efforts have led to more professional
recommendations and greater consumer use of Earol's products. The brand
remains highly regarded in the ear care sector, as reflected in winning MVP
Awards for three consecutive years.
Internationally, where Earol is distributed through partners, the brand
recorded revenues of £2.6 million (2024: £3.1 million), representing a 16.1%
decline compared to the previous period. This decrease was mainly due to high
stock levels in Scandinavia (where Earol is sold as Vaxol) and temporary
operational disruptions caused by changes in local distributor ownership.
These challenges have now been resolved, and discussions are underway
regarding new market expansion.
Looking ahead, there are plans to introduce two additional product extensions
and launch new radio advertising campaigns to raise seasonal awareness during
peak summer demand. Initiatives are also underway to refresh packaging,
improving shelf impact and strengthening communication of product claims.
Hormone Health (Health & Her, Health & Him - Revenue £8.5 million,
+44.1% proforma)
Hormonal Health delivered strong growth, with revenue rising 44.1% to £8.5
million (2024 pro forma: £5.9 million), supported by a substantial expansion
of distribution (+27%) across the UK, Ireland, and the US.
In the UK, new range extensions into maternal and paternal supplement segments
were launched in October 2025, with eight innovative new products. The range
has demonstrated strong early performance and resulted in further distribution
growth of over 5,000 additional points, driven by retailer rollouts at Boots
and Holland & Barrett.
In the US, retail presence increased through the launch of an additional line
in 6,000 CVS stores since September 2025, and the range is now available on
Walmart Marketplace. Advertising during the Oprah menopause documentary in
March generated significant and sustained uplift on Amazon US and digital
channels, further supporting compound growth in the UK. In Ireland, pharmacy
channel distribution expanded, with the range launched in Allcare and Hickeys.
Innovation aimed at increasing basket value remains on track, with new
creatine, heart, and vegan omega product extensions set to enhance our
portfolio and optimise multibuy promotional strategies from retailers. In the
UK, new digital marketing campaigns such as 'For Every Version of You' will
leverage the brand's unique positioning across all stages of female health. In
the US, the brand will be the lead sponsor in a new menopause documentary
series and will debut on a mainstream streaming network later in the year.
Oncology Support (Gelclair, Pomi-T- Revenue £2.0 million, -29.3%)
During the Period, Gelclair generated revenues of £1.0 million (2024: £1.7
million) with the decline primarily attributable to a change in ownership for
our key distribution partner for this brand, which resulted in the deferral of
a substantial order from December 2025 to January 2026. Distribution
partnerships for Gelclair in the Americas have not lived up to management's
expectations or terms of the agreements. Reversing this trend will necessitate
further investment in clinical studies to enhance product claims within local
markets; however, this is not currently identified as a Group priority.
The Pomi-T business reported revenues of £1.0 million for the Period (2024:
£1.1 million). The decrease in sales is largely due to the termination of the
UK distributor. These sales are expected to be restored in 2026, as the Group
has appointed a more suitable replacement partner for this market going
forward.
Profit and Loss Account
The Group delivered revenues of £35.2 million, an increase of 32.2% over the
£26.6 million generated in the same period during 2024. The acquisition of
Health & Her Limited ("H&H") was completed on 8 November 2024 and
contributed £8.5 million to Group revenues in the Period. On a proforma
basis, the revenue performance was 11.4% ahead of the comparative period.
Absolute gross profit from continuing operations rose by 30.0% to £15.8
million (2024: £12.2 million), with a gross margin of 45.0% (2024: 45.8%)
(2024 proforma: 45.2%). The gross margin result includes release of inventory
fair value uplifts from the acquisition of H&H which adversely impacted
profitability by 0.6ppts, these have been fully unwound by the period-end.
Percentage margin was impacted by lower-than-expected performance on the
Amazon platform and partial postponement of customer price increases, as we
managed the balance between cost pass-through and commercial opportunity
delivery. Following the Period end, the Group has placed emphasis on enhancing
profitability through the Amazon channel by removing unauthorised resellers
and systematically introducing price increases across both Amazon as well as
bricks & mortar customers. This has been done under the stewardship of new
commercial leadership as part of a series of profitability initiatives and
review of financial guard-rails.
Operating expenses, excluding depreciation, amortisation, and share-based
payment charges, increase significantly compared to the previous period,
reaching £10.4 million (2024: £6.0 million). Of this increase, £2.1 million
related to the inclusion of costs associated with the H&H acquisition. On
a proforma basis, operating expenses grew by £2.3 million, with A&P spend
rising by £1.3 million to £3.4 million, making up 9.7% of Group revenues
(2024 proforma: 7.0%). Other operational cost increases, totalling around
£1.0 million, were mainly due to investments in new roles across the support
infrastructure, including new senior managers to lead global commercial
operations and new Board appointments. These investments underpin the Groups'
ability to deliver on its new strategy and its readiness to leverage our
overhead significantly through new acquisitions.
Other income of £0.5 million (2024: nil) comprises license fee income of
£0.4 million pertaining to the award of new product development and
manufacturing supply agreements, plus £0.1 million in relation to recharges
of costs associated with transitional service arrangements for the divested
operations.
Adjusted EBITDA decreased 3.6% to £6.0 million (2024: £6.2 million) at a
margin of 16.9% (2024: 23.2%). The reduction in margin reflects the temporary
position of the operating cost base which, in the short-term, is
disproportional to the level of revenue following the divestments. The
deployment of the Group's significant cash resources into M&A activities
is expected to drive immediately earning enhancing growth and enable
operational gearing benefits to be achieved.
Non-cash costs for amortisation and depreciation increased from the previous
year to £4.0 million (2024: £2.8 million), with the increase to amortisation
reflecting the full year impact of amortisation on acquired intangibles
arising from the acquisition of H&H.
Operating profit before exceptional items of £1.5 million (2024: £3.1
million) decreased 51.2% reflecting the slight decline in Adjusted EBITDA and
the full year impact of amortisation on acquired intangibles from H&H.
Exceptional costs of £2.8 million (2024: £1.6 million) were primarily
attributable to the implementation of the new ERP system which went live in
December 2025 as well as costs associated with the restructure of
international operations resulting in closure of the Madrid office.
The Group continues to have in place a revolving credit facility ("RCF") that
was refinanced during 2024 in the committed sum of £30.0 million (plus £20.0
million accordion) for a term of 3+1 years. The facility was undrawn as at 31
December 2025 (31 December 2024: £21.9 million drawn). The revolving credit
facility bears interest on a ratchet mechanism between 2.00% and 2.85% plus
SONIA as margin on drawn funds plus a commitment fee based on 35% of the
applicable margin against the balance of undrawn funds up to the facility
limit i.e. equivalent to 0.7% of £30.0 million whilst the RCF is undrawn.
Finance costs in the Period decreased to £0.6 million (2024: £1.5 million)
owing to the full repayment of the RCF in August 2025 and the release of
deferred contingent consideration provisions of £0.6 million pertaining to
the acquisition of H&H as a result of earnout targets for post-completion
revenue falling short.
The above resulted in a loss before tax of £1.9 million in the Period (2024:
£nil) which translated into adjusted earnings per share improvement of 15.4%.
to 3.89p (2024: 3.37p). Adjusted profit before tax which adds back exceptional
items, amortisation and share based payments, increased to £4.9 million
(2024: £4.3 million).
Profit from Discontinued Operations of £8.0 million comprises a number of
factors, including the gain on disposal of the CDMO activities and Non-Core
Products of £11.6 million, the loss of £0.2 million on disposal of the Oral
Care Brands, exceptional costs of £3.4 million associated with the
divestments, plus off-setting factors from the trading results of the
Discontinued Operations and an impairment of Periproducts Ltd
The Group delivered an overall profit for the period of £6.1 million (2024:
loss of £0.3 million), resulting in Diluted Basic profit per share of 4.37p
(2024: loss of 0.25p) and Adjusted diluted earnings per share of 11.81 pence
(2024: 3.65 pence).
Statement of Financial Position
Non-current assets decreased by £4.0 million to £48.7 million (2024: £52.7
million), largely reflecting amortisation and depreciation charges. The Group
capitalised £0.3 million during the Period in relation to product development
costs and costs for developing apps. As at the reporting date, the Group has
unused tax losses of £11.8 million (2024: £13.1 million) available for
offset against future profits generated in the UK - a deferred tax asset of
£3.0 million (2024: £3.3 million) is recognised on the losses which the
company considers will be utilised against future profits in the UK, however,
there remain further losses of £331,344 which a deferred tax asset is not
recognised on due to the uncertainty of recovery beyond five years from the
end of the Period.
Current assets increased by £31.6 million to £50.5 million (2024: £19.0
million) resulting from the receipt of cash proceeds on disposals, with cash
at period end of £34.2 million (20234: £3.1 million). Inventories decreased
by £1.2 million to £3.9 million at period end (2024: £5.1 million), the
prior period balance sheet included inventories pertaining to the Oral Care
Brands which were not transferred to assets held for sale at end of the
previous financial year on the basis that an asset deal was highly probable.
Subsequently, the Oral Care Brands were sold as part of the disposal of
Periproducts Ltd, as such on a like for like basis, inventories were flat
versus the comparative period. Trade receivables increased proportionally with
revenue growth by 14.7% to £12.4 million (2024: £10.8 million).
Current liabilities increased by £3.4 million to £10.7 million (2024: £7.3
million), driven primarily by additional trade and other payables arising from
exceptional costs, the increase was also tied to the launch of the new ERP
system which went live in December 2025 and required temporary disruption to
supplier payment at the period end. Interest bearing borrowings reduced by
£1.3 million due to the release of provisions for deferred consideration in
relation to the acquisition of H&H. Increased taxation liabilities arise
from the sale of the IP of the non-core products which are liable to
corporation tax in The Netherlands, the tax charge associated with this sale
is accounted for within discontinued operations.
Non -current liabilities decreased by £22.8 million to £7.0 million (2024:
£29.8 million) reflecting the full repayment of the RCF in August 2025.
Cash Performance
During the period, the Group received £56.1 million (net of cash divested) in
cash proceeds for the divestments and repaid the RCF in full on 7 August 2025.
The Group reports a cash position of £34.2 million at 31 December 2025 (31
December 2024: net debt £19.9 million) and has retained its RCF facility
which provides access to £30 million (plus £20 million accordion), including
an adjusted EBITDA to net debt leverage limit of 2.5x.
Net cash generated from operations of the continuing business was broadly in
line with the prior Period at £4.0 million (2024: £4.0 million) and includes
the impact of increased cash exceptional costs of c.£1.4 million in the
period related to the implementation of the Group's new ERP system. Tax paid
was 32.3% greater than the previous period at £0.9 million (2024: £0.7
million) driven by additional taxable profits in The Netherlands, which are
expected to reduce significantly in future following tax structuring
activities recently undertaken. Excluding the impact of cash exceptional
costs, the underlying net operating cash generation of the continuing business
was £5.8 million (2024: £4.6 million).
Net cash generated by investing activities increased by £65.3 million to
£54.0 million (2024: cash used £11.3 million), reflecting cash proceeds from
the divestments of £56.1 million (net of cash divested) (2024: £nil) and a
reduction of cash outflows related for acquisitions which decreased by £8.5
million to £1.0 million - cash outflows for acquisitions related to the
payment of deferred consideration for H&H. Other movements in investing
activities related to expenditure on new product development and app
development activities of £0.3 million (2024: £nil), with the remainder of
movements attributable to cashflows of the Discontinued Operations.
Cash from financing activities amounted to an outflow of £24.4 million (2024:
inflow £1.8 million), reflecting the full repayment of the RCF during the
period - specifically, repayment of interest bearing borrowings increased to
£22.2 million (2024: net drawdown £5.7 million), a movement of £28.4
million compared to the previous period. Other movements during the period
included a net reduction of £1.6 million for interest paid which followed the
repayment of debt and the receipt of interest on cash deposits held following
the disposals, as well as proceeds from share option issuance of £0.4 million
(2024: £nil) and outflows for the purchase of treasury shares as part of the
Company's share buyback programme which amounted to £1.1 million by end of
the period, with the remainder of movements attributable to cashflows of the
Discontinued Operations.
Free cash flow (stated before debt servicing) of £3.3 million was slightly
lower compared to the prior period (2024: £3.7 million) due to the investment
made in new product development and app development activities. Excluding the
impact of cash exceptional costs, the underlying FCF generation of the
continuing business was £5.1 million (2024: £4.3 million).
Current Trading and Outlook
Q1-revenues are currently trading c.18% ahead of the same period in the prior
year (including fulfilment of the Gelclair order deferred from December to
January) and revenues from the Power Brands are trading c.13% ahead of prior
year, with healthy gross margin improvement coming through from accretive new
product launches as well as ongoing profitability initiatives being
undertaken.
The Group continues to closely monitor developments in the Middle East and is
actively collaborating with suppliers to assess any potential effects on the
supply chain with respect to freight and energy costs. We have proactively
extended our orders to six months to ensure security of supply as this
situation unfolds, and underwritten susceptible materials to calendar year
end, to mitigate aspects of price volatility. As part of our regular dialogue
with customers we are keeping them fully appraised of the situation and will
be able highlight any potential cost risks at an early stage.
The Group is actively working on acquisition prospects that align with its
strategic objectives and more information will be shared as and when
appropriate.
The Board continues to hold a high level of confidence that the Group is
well-positioned to achieve its growth objectives and that the additional
investments made will underpin strong future growth, and as such, is confident
in meeting management's guidance for the 17-month period ending 31 May 2026.
Unaudited Interim Condensed Consolidated Statement of Comprehensive Income
For the 12 months ended 31 December 2025
Note 12 months ended Year ended
31-Dec-25 31-Dec-24
(Unaudited) (Audited)
£'000 £'000
Revenue 4 35,167 26,593
Cost of sales (19,333) (14,407)
Gross profit 15,834 12,186
Operating expenses (11,117) (6,606)
Amortisation of intangible assets 5 (3,671) (2,447)
Total administrative expenses (14,788) (9,053)
Other income 485 3
Operating profit before exceptional items 1,531 3,136
Exceptional items 6 (2,841) (1,621)
Operating (loss)/profit (1,310) 1,515
Finance costs 7 (1,509) (1,496)
Finance income 7 883 -
(Loss)/profit before tax (1,936) 19
Tax 8 25 (46)
Loss - Continuing operations (1,911) (27)
Profit/(loss) - Discontinuing operations 8,036 (287)
Profit/(loss) for the period attributable to the equity shareholders of the 6,125 (314)
parent
Other comprehensive income 9
profit/(loss) which may be subsequently reclassified to the income statement
Foreign exchange profit/(loss) on translation of subsidiaries 1,074 (868)
Recycling of foreign currency translation reserve to profit or loss on (1,159) -
disposal of subsidiaries
Total comprehensive profit/(loss) for the period attributable to equity 6,040 (1,182)
shareholders of the parent
Earnings per share - Continuing operations
Basic loss per share (pence) attributable to equity shareholders of the parent 10 (1.49) (0.02)
Diluted basic loss per share (pence) attributable to equity shareholders of 10 (1.36) (0.02)
the parent
Earnings per share - Total Group
Basic profit/(loss) per share (pence) attributable to equity shareholders of 10 4.79 (0.25)
the parent
Diluted basic profit/(loss) per share (pence) attributable to equity 10 4.37 (0.25)
shareholders of the parent
Unaudited Interim Condensed Consolidated Statement of Financial Position
As at 31 December 2025
Note 31-Dec-25 31-Dec-24
(Unaudited) (Audited)
ASSETS £'000 £'000
Non-current assets
Intangible assets 11 45,215 48,615
Property, plant and equipment 12 446 769
Deferred tax 3,004 3,287
48,665 52,671
Current assets
Inventories 3,920 5,075
Trade and other receivables 12,429 10,832
Cash and cash equivalents 34,168 3,053
50,517 18,960
Assets held for sale - 52,856
TOTAL ASSETS 99,182 124,487
EQUITY & LIABILITIES
Capital and reserves
Share capital 13 386 381
Share premium account 13 66,556 65,960
Merger reserve 13 50 7,656
Foreign currency translation reserve 61 146
Share-based payment reserve 1,168 1,225
Treasury shares (1,107) -
Retained earnings 14,307 43
Total equity attributable to equity holders of the parent 81,421 75,411
LIABILITIES
Current liabilities
Trade and other payables 9,240 5,307
Taxation 1,142 330
Interest bearing borrowings 346 1,660
10,728 7,297
Liabilities held for sale - 11,966
10,728 19,263
Non-current liabilities
Interest bearing borrowings 321 22,200
Deferred tax liability 6,712 7,613
7,033 29,813
TOTAL LIABILITIES 17,761 49,076
TOTAL EQUITY & LIABILITIES 99,182 124,487
Unaudited Interim Condensed Consolidated Statement of Changes in Equity
For the 12 months ended 31 December 2025
Share capital Share premium account Merger reserve Foreign currency translation reserve Share-based payment reserve Treasury shares Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2024 (Audited) 379 65,960 7,656 1,014 1,034 - 211 76,254
Loss for the period - - - - - - (314) (314)
Foreign exchange for period - - - (868) - - - (868)
Total comprehensive income - - - (868) - - (314) (1,182)
Share options charge - - - - 337 - - 337
Share options charge recycling - - - - (146) - 146 -
Contributions of equity, 2 - - - - - - 2
net of transaction costs
Transactions with Shareholders 2 - - - 191 - 146 339
Balance at 31 December 2024 (Audited) 381 65,960 7,656 146 1,225 - 43 75,411
Profit for the period - - - - - - 6,125 6,125
Foreign exchange for period - - - 1,074 - - - 1,074
Recycling of foreign currency translation reserve to profit or loss on - - - (1,159) - - - (1,159)
disposal of subsidiaries
Total comprehensive income - - - (85) - - 6,125 6,040
Share options charge - - - - 476 - - 476
Share options charge recycling - - - - (533) - 533 -
Contributions of equity, 5 596 - - - - - 601
net of transaction costs
Purchase of treasury shares - - - - - (1,107) - (1,107)
Transactions with Shareholders 5 596 - - (57) (1,107) 533 (30)
Realisation of merger reserve on divestment of subsidiary - - (7,606) - - - 7,606 -
Balance at 31 December 2025 (Unaudited) 386 66,556 50 61 1,168 (1,107) 14,307 81,421
Unaudited Interim Condensed Consolidated Statement of Cash Flows
For the 12 months ended 31 December 2025
12 months ended Year ended
31-Dec-25 31-Dec-24
(Unaudited) (Audited)
£'000 £'000
Cash flow from operating activities:
(Loss)/profit before tax (1,936) 19
Finance cost 1,509 1,496
Finance income (883) -
Operating (loss)/profit (1,310) 1,515
Adjustments for:
- Depreciation of property, plant and equipment 368 359
- Impairment losses of financial assets 17 (7)
- Amortisation of intangible assets 3,671 2,447
- Loss on disposal of non-current assets - 158
- Share-based payment expense 381 232
Operating cash flow before movements in working capital 3,127 4,704
(Increase) in inventories (910) (355)
(Increase) in trade and other receivables (1,009) (2,465)
Increase in trade and other payables 3,625 2,747
Cash generated by operating activities 4,833 4,631
Tax paid (869) (657)
Net cash generated by operating activities - continuing operations 3,964 3,974
Cashflows from discontinued operations (3,564) 4,377
Net cash from operating activities 400 8,351
Cash flow from investing activities:
Acquisition of subsidiaries, net of cash acquired (974) (9,480)
Divestment of business units, net of cash divested 56,089 -
Purchases of property, plant and equipment (45) (8)
Expenditure in respect of intangible assets (299) (2)
Cashflows from discontinued operations (788) (1,804)
Net cash from/(used-by) investing activities 53,983 (11,294)
Cash flow from financing activities:
Net proceeds from issuance of ordinary shares 403 2
Purchase of treasury shares (1,107) -
Drawdown in interest-bearing borrowings 750 9,000
Repayment of interest-bearing borrowings (22,947) (3,300)
Leasing obligation repayments (316) (307)
Interest paid (948) (2,012)
Interest received 284 -
Cashflows from discontinued operations (548) (1,604)
Net cash (used-by)/from financing activities (24,429) 1,779
Net (decrease)/increase in cash and cash equivalents 29,954 (1,164)
Net foreign exchange difference (105) (139)
Cash and cash equivalents at beginning of period 4,319 5,622
Cash and cash equivalents at end of period 34,168 4,319
Notes to the Unaudited Interim Condensed Consolidated Financial Statements for the 12 months ended 31 December 2025
1. Corporate information
The Interim Condensed Consolidated Financial Statements of Venture Life Group
plc and its subsidiaries (collectively, the Group) for the 12 months ended 31
December 2025 ("the Interim Financial Statements") were approved and
authorised for issue in accordance with a resolution of the directors on 30
March 2026.
Venture Life Group plc ("the Company") is domiciled and incorporated in the
United Kingdom and is a public company whose shares are publicly traded on
AIM. The Group's principal activities are product innovation, development and
commercialisation within the global consumer healthcare sector.
2. Basis of preparation
The interim financial information in this report has been prepared using
accounting policies consistent with International Financial Reporting
Standards ("IFRS") as adopted by the UK. IFRS is subject to amendment and
interpretation by the International Accounting Standards Board (IASB) and the
IFRS Interpretations Committee (IFRIC) and there is an ongoing process of
review and endorsement by the UK Endorsement Board. The financial information
has been prepared based on IFRS that the Directors expect to be adopted by the
UK and applicable for the period ended 31 May 2026. The Group has chosen not
to adopt IAS 34 "Interim Financial Statements" in preparing the interim
financial information.
The financial information contained in the Interim Financial Statements, which
are unaudited, does not constitute statutory accounts in accordance with the
Companies Act 2006. The financial information for the year ended 31 December
2024 is extracted from the statutory accounts for that year which have been
delivered to the Registrar of Companies and on which the auditor issued an
unqualified opinion and did not draw attention to any matters by way of
emphasis and did not contain a statement under section 498(2) or (3) of the
Act.
3. Accounting policies
The accounting policies adopted in the preparation of the Interim Financial
Statements are consistent with those followed in the preparation of the
Consolidated Financial Statements for the year ended 31 December 2024.
Foreign currencies
The assets and liabilities of foreign operations are translated into sterling
at exchange rates ruling at the balance sheet date. Revenues generated and
expenses incurred in currencies other than sterling are translated into
sterling at rates approximating to the exchange rates ruling at the dates of
the transactions. Foreign exchange differences arising on retranslation of
assets and liabilities of foreign operations are recognised directly in the
foreign currency translation reserve.
The sterling/euro exchange and sterling/SEK rates used in the Interim
Financial Statements and prior reporting periods are as follows:
Sterling/euro exchange rates 12 months ended Year ended
31-Dec-25 31-Dec-24
(Unaudited) (Audited)
Average exchange rate for period 1.168 1.181
Exchange rate at the period end 1.146 1.206
Sterling/SEK exchange rates 12 months ended Year ended
31-Dec-25 31-Dec-24
(Unaudited) (Audited)
Average exchange rate for period 12.919 13.500
Exchange rate at the period end 12.391 13.834
4. 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 was reclassified as held for sale and
then was divested of during the 2025 financial year. 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. The CODM will review the determination of operating segments to be
applied in future reporting periods so as to align with the continued
operations of the Group.
5. Amortisation of intangible assets
12 months ended Year ended
31-Dec-25 31-Dec-24
(Unaudited) (Audited)
Amortisation of: £'000 £'000
Acquired intangible assets (690) (692)
Patents, trademarks and other intangible assets (2,981) (1,755)
(3,671) (2,447)
6. Exceptional items
12 months ended Year ended
31-Dec-25 31-Dec-24
(Unaudited) (Audited)
£'000 £'000
Costs incurred in the acquisition of Health & Her Limited - (729)
Prospective M&A costs (16) (256)
Costs related to Enterprise Resource Planning system implementation (2,223) (286)
Integration of acquisitions (14) (99)
Restructuring costs (588) (251)
(2,841) (1,621)
The Group treats costs that are material as exceptional items where their
frequency and nature warrant being separately classified either due to their
size or nature, this includes costs associated with acquisition and divestment
activities as the separate reporting of exceptional items helps to provide an
understanding of the Group's underlying performance.
7. Net finance costs
12 months ended Year ended
31-Dec-25 31-Dec-24
(Unaudited) (Audited)
£'000 £'000
On loans and overdrafts 982 1,418
Loss on non-substantial modification of Revolving Credit Facility - 151
Amortised finance issue costs 449 64
Interest on lease liabilities 54 70
Net exchange difference 24 (207)
Total Finance costs 1,509 1,496
Interest received (289) -
Gain on remeasurement of Contingent Consideration (594) -
Total finance income (883) -
Net Finance Costs 626 1,496
8. Taxation
The Group calculates the income tax expense for the period using the tax rate
that would be applicable to the earnings in the period to 31 December 2025.
The major components of income tax expense in the Interim Condensed Statement
of Comprehensive Income are as follows:
12 months ended Year ended
31-Dec-25 31-Dec-24
(Unaudited) (Audited)
£'000 £'000
Current income tax (591) (720)
Deferred income tax expense related to origination and reversal of timing 616 674
differences
Income tax credit/(expense) recognised in statement of comprehensive income 25 (46)
The current income tax expense is based on the continuing profits of the
businesses based in Italy and The Netherlands. The UK based businesses have
utilised tax losses and thus have no current income tax expense other than
withholding tax suffered.
As at the reporting date, the Group has unused tax losses of £11,778,013 (31
December 2024: £13,119,786) available for offset against future profits
generated in the UK. A deferred tax is recognised on the losses which the
company considers will be utilised against future profits in the UK, however,
there remain further losses of £331,344 which a deferred tax asset is not
recognised on due to the uncertainty of recovery beyond five years from the
end of the Period.
9. Other comprehensive income/(expense)
Other comprehensive income/(expense) represents the foreign exchange
difference on the translation of the assets, liabilities and reserves of
Biokosmes and PharmaSource which have functional currencies of Euros and the
Swedish entities which have functional currencies in Swedish Krona (SEK). The
movement is shown in the foreign currency translation reserve between the date
of acquisition of Biokosmes, when the GBP/EUR rate was 1.193 and the balance
sheet date rate at 31 December 2025 of 1.146 (at 31 December 2024 of 1.206)
together with the same computation for PharmaSource BV between the date of
acquisition when the GBP/EUR rate was 1.185 and the balance sheet date rate at
31 December 2025 of 1.146. The movement for Sweden is shown in the foreign
currency translation reserve between the date of acquisition of BBI
Healthcare, when the GBP/SEK rate was 11.742 and the balance sheet date rate
at 31 December 2025 of 12.391 (at 31 December 2024 of 13.834).
In addition, following the divestment of the CDMO activities and peripheral
brands during the period, the cumulative foreign translation differences
previously recognised in relation to these activities in reserves have been
recycled from the foreign currency translation reserve to the income statement
as part of the gain or loss on disposal.
10. Earnings per share
A reconciliation of the weighted average number of ordinary shares used in the
measures is given below:
12 months ended Year ended
31-Dec-25 31-Dec-24
(Unaudited) (Audited)
For basic EPS calculation 127,886,387 126,720,281
For diluted EPS calculation 140,044,306 137,296,327
The dilution reflects the inclusion of the options that have been issued,
amounting to 12,923,349 (2024: 10,294,015) stock options.
A reconciliation of the earnings used in the different measures is given
below:
12 months ended Year ended
31-Dec-25 31-Dec-24
Total Group (Unaudited) (Audited)
£'000 £'000
For basic and diluted EPS calculation 6,125 (314)
Add back: Amortisation of acquired intangibles 3,668 3,368
Add back: Exceptional costs 6,275 1,621
Add back: Share based payments 476 337
For adjusted EPS calculation 16,544 5,012
The resulting EPS measures are:
12 months ended Year ended
31-Dec-25 31-Dec-24
Total Group (Unaudited) (Audited)
Pence Pence
Basic EPS 4.79 (0.25)
Diluted EPS 4.37 (0.25)
Adjusted EPS 12.94 3.96
Adjusted diluted EPS 11.81 3.65
12 months ended Year ended
31-Dec-25 31-Dec-24
Continuing Operations (Unaudited) (Audited)
£'000 £'000
For basic and diluted EPS calculation (1,911) (27)
Add back: Amortisation of acquired intangibles 3,668 2,446
Add back: Exceptional costs 2,841 1,621
Add back: Share based payments 381 232
For adjusted EPS calculation 4,979 4,272
The resulting EPS measures are:
12 months ended Year ended
31-Dec-25 31-Dec-24
Continuing Operations (Unaudited) (Audited)
Pence Pence
Basic EPS (1.49) (0.02)
Diluted EPS (1.36) (0.02)
Adjusted EPS 3.89 3.37
Adjusted diluted EPS 3.56 3.11
12 months ended Year ended
31-Dec-25 31-Dec-24
Discontinuing Operations (Unaudited) (Audited)
£'000 £'000
For basic and diluted EPS calculation 8,036 (287)
Add back: Amortisation of acquired intangibles - 922
Add back: Exceptional costs* 3,434 -
Add back: Share based payments 95 105
For adjusted EPS calculation 11,565 740
The resulting EPS measures are:
12 months ended Year ended
31-Dec-25 31-Dec-24
Continuing Operations (Unaudited) (Audited)
Pence Pence
Basic EPS 6.28 (0.23)
Diluted EPS 5.74 (0.23)
Adjusted EPS 9.04 0.58
Adjusted diluted EPS 8.26 0.54
*Exceptional costs for Discontinued Operations of £3,434k comprise costs for
advisors, data-room services and transaction bonuses associated with the
disposals.
11. Intangible assets
At the reporting date the Goodwill generated from the acquisitions of BBI
Healthcare in June 2021, Helsinn in August 2021, HL Healthcare in November
2022 and Health and Her in November 2024 accounted for £15.4m of the
intangible assets of the Group (£15.4m at 31 December 2024).
Development Costs Brands Patents and Trademarks Goodwill Other Intangible Assets Total
£'000 £'000 £'000 £'000 £'000 £'000
Cost or valuation:
At 1 January 2024 6,390 29,375 1,254 39,347 13,455 89,821
Acquired through business combinations - 7,328 - 2,318 - 9,646
Additions 525 - 39 - - 564
Disposals (29) - - - - (29)
Transfer to Assets held for sale (7,179) (2,030) (884) (25,729) (7,263) (43,085)
Foreign exchange (154) - (13) (221) (48) (436)
At 31 December 2024 - 34,673 391 15,387 6,073 56,524
Additions 289 - 10 - - 299
Disposals - - - - - -
Transfer to Assets held for sale - - - - (46) (46)
Foreign exchange - - 1 - - 1
At 31 December 2025 289 34,673 402 15,387 6,027 56,778
Amortisation:
At 1 January 2024 3,604 4,261 828 762 5,754 15,209
Charge for the period 525 1,033 83 - 570 2,211
Transfer to Assets held for sale (4,461) (428) (784) (748) (4,967) (11,388)
Foreign exchange (155) 1 (11) (5) (41) (211)
At 31 December 2024 - 5,670 193 - 2,046 7,909
Charge for the period 3 2,915 64 - 689 3,671
Transfer to Assets held for sale - - - - (18) (18)
Foreign exchange - - - - 1 1
At 31 December 2025 3 8,585 257 - 2,718 11,563
Carrying amount:
At 31 December 2024 - 29,003 198 15,387 4,027 48,615
At 31 December 2025 286 26,088 145 15,387 3,309 45,215
12. Property, Plant & Equipment
The carrying value of property, plant & equipment at 31 December 2025
decreased to £0.4m compared to prior year (31 December 2024: £0.8m).
Plant & Equipment Other Equipment Land & Buildings Right of Use Assets Total
£'000 £'000 £'000 £'000 £'000
Cost or valuation:
At 1 January 2024 7,023 310 1,422 9,293 18,048
Acquired through business combinations - 12 - - 12
Additions 295 21 - 62 378
Disposals (122) (30) - - (152)
Transfer to Assets held for sale (6,914) (200) (1,334) (8,192) (16,640)
Foreign exchange (255) (3) (40) (180) (478)
At 31 December 2024 45 104 - 1,081 1,230
Acquired through business combinations - - - - -
Additions - 45 - - 45
Disposals (9) - - - (9)
Transfer to Assets held for sale - 2 - - 2
Foreign exchange - - - - -
At 31 December 2025 36 151 - 1,081 1,268
Depreciation:
At 1 January 2024 3,141 205 222 4,286 7,854
Charge for the period 422 26 50 594 1,092
Disposals (59) (28) - - (87)
Transfer to Assets held for sale (3,533) (165) (273) (4,612) (8,583)
Foreign exchange (168) (5) (19) (98) (290)
At 31 December 2024 45 52 - 364 461
Charge for the period - 48 - 320 368
Disposals (9) - - - (9)
Transfer to Assets held for sale - 2 - - 2
Foreign exchange - 1 - (1) -
At 31 December 2025 36 103 - 683 822
Carrying amount:
At 31 December 2024 - 52 - 717 769
At 31 December 2025 - 48 - 398 446
13. Share capital, share premium and merger reserve
Ordinary shares of 0.3p each Ordinary Share Merger
shares premium reserve
No. £'000 £'000 £'000
Audited at 31 December 2024 127,052,312 381 65,960 7,656
Unaudited at 31 December 2025 128,737,145 386 66,556 50
During the period to 31 December 2025 1,684,833 Ordinary Shares were issued
for total consideration of £600,722.09. As at 31 December 2025, consideration
of £198,166.53 was outstanding and received in full in January 2026.
As at 31 December 2025, the Company has 128,737,145 Ordinary Shares in issue,
including 1,739,981 Ordinary Shares held in treasury.
During the year, a balance of £7,606,000 was transferred from the merger
reserve to retained earnings following the divestment of the CDMO and Non-Core
Products on 24 July 2025.
14. Financial instruments
Set out below is an overview of financial instruments held by the Group as at:
31-Dec-25 31-Dec-24
Loans and receivables Total financial assets Loans and receivables Total financial assets
£'000 £'000 £'000 £'000
Financial assets:
Trade and other receivables (a) 11,733 11,733 10,588 10,588
Cash and cash equivalents 34,168 34,168 3,053 3,053
Total 45,901 45,901 13,641 13,641
31-Dec-25 31-Dec-24
Liabilities (amortised cost) Total financial liabilities Liabilities (amortised cost) Total financial liabilities
£'000 £'000 £'000 £'000
Financial liabilities:
Trade and other payables (b) 9,178 9,178 5,307 5,307
Lease obligations 419 419 733 733
Interest bearing 248 248 23,127 23,127
Total 9,845 9,845 29,167 29,167
(a) Trade and other receivables excludes prepayments.
(b) Trade and other payables excludes deferred revenue.
15. Related party transactions
The following transactions were carried out with related parties:
On 31 December 2025, 483,333 new ordinary shares of 0.3 pence each were issued
following an exercise of options by Jerry Randall, Chief Executive Officer of
the Company, pursuant to the Group's Long-Term Incentive Plan ("LTIP"). The
options were exercised at a price of 41.0 pence per Ordinary Share, resulting
in total consideration of £198,166.53. As at 31 December 2025, this
consideration was outstanding and is included within trade and other
receivables. The balance was received in full in January 2026.
During the period, the Group incurred consultancy fees of £36,000 in respect
of strategic advisory services provided by Big Blue Bear Ltd, a company
controlled by Carl Dempsey, a Non-Executive Director of the Company. No
balance was outstanding as at 31 December 2025.
16. Alternative performance measures
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.
Measure Definition Reconciliation to GAAP measure
EBITDA and Adjusted EBITDA Earnings before interest, tax, depreciation, amortisation and impairment Note a below
(EBITDA) and Adjusted EBITDA which is defined as EBITDA excluding share-based
payment charges and exceptional items.
Net debt / cash Net debt is defined as the Group's gross bank debt position net of cash. Note b below
a) EBITDA and Adjusted EBITDA - Continuing Operations 12 months ended Year ended
31-Dec-25 31-Dec-24
(Unaudited) (Audited)
£'000 £'000
Operating (loss)/profit (1,310) 1,515
Add back:
Depreciation 368 359
Amortisation 3,671 2,447
EBITDA 2,729 4,321
Add back:
Share-based payment charge 381 232
Exceptional costs 2,841 1,621
Adjusted EBITDA 5,951 6,174
b) Net debt / (cash) 12 months ended Year ended
31-Dec-25 31-Dec-24
(Unaudited) (Audited)
£'000 £'000
Cash and cash equivalents (34,168) (3,053)
Interest bearing borrowings - Deferred contingent consideration - current - 599
Interest bearing borrowings - Bank Loans - current - -
Interest bearing borrowings - Bank Loans - non-current 248 21,782
Interest bearing borrowings - deferred consideration - current - 746
Interest bearing borrowings - Subordinated Loan (deferred consideration) - - -
non-current
Net (cash) / debt (excl finance leases) (33,920) 20,074
Interest bearing borrowings - Leasing obligations - current 346 315
Interest bearing borrowings - Leasing obligations - non-current 73 418
Net (cash) / debt (incl finance leases) (33,501) 20,807
17. Discontinued operations and assets held for sale
The Group previously classified assets and liabilities relating to CDMO
activities and peripheral brands, and oral care as held for sale in the
Consolidated statement of financial position from 31 December 2024.
During the period ended 31 December 2025, the Group completed the divestment
of these disposal groups as follows:
- The CDMO activities and peripheral brands were disposed of on 24
July 2025; and
- The Oral care distribution and marketing brands were disposed of
on 8 December 2025.
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, comprising of
the post-tax profit or loss of the discontinued operations and the post-tax
gain or loss recognised on disposal.
Transactions between the Group's continuing and discontinued operations are
eliminated in full in the Consolidated income statement.
Assets and liabilities previously classified as held for sale in the
Consolidated statement of financial position from 31 December 2024 have been
derecognised on disposal during the year.
Assets held for sale
There are no assets and liabilities held for sale at 31 December 2025.
Assets and liabilities relating to CDMO activities and peripheral brands, and
oral care were 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.
31 December 2024 CDMO activities and peripheral brands Oral care Total
ASSETS £'000 £'000 £'000
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
31-Dec-25 31-Dec-24
(Unaudited) (Audited)
£'000 £'000
Available cash and cash equivalents as presented in the consolidated statement 34,168 3,053
of financial position
Cash and cash equivalents of discontinued operations - 1,266
Available cash and cash equivalents as presented in the consolidated statement 34,168 4,319
of cashflows
18. Post Balance Sheet Event
Since the period end, the Company has continued its share buyback programme
that was announced in September 2025 and as at 31 March 2026 a total of £4.7
million has been returned to shareholders through the acquisition of
approximately 7.0 million ordinary shares. Following the repurchase of the
Ordinary Shares, the Company has 128,860,145 Ordinary Shares in issue,
including 7,032,072 Ordinary Shares held in treasury. The total number of
voting rights in the Company is therefore 121,828,073.
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