REG - Venture Life Group - Interim Results
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RNS Number : 3013B Venture Life Group PLC 30 September 2025
30 September 2025
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS
STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED
TO BE IN THE PUBLIC DOMAIN.
VENTURE LIFE GROUP PLC
("Venture Life", "VLG" or the "Group")
Unaudited Interim Results for period ended 30 June 2025
Intention to launch share buyback programme
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 results for the period
ended 30 June 2025 (the "Period"). The Group delivered robust revenue growth
from continuing operations, driven by strategic marketing investments.
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 €62 million in cash. The Group is also seeking to sell its
oral care brands, which, along with the CDMO and non-core products, form the
discontinued operations (the "Discontinued Operations"). These are reported
separately from ongoing core business activities in the financials, with
related assets and liabilities classified as held for sale as of 30 June 2025.
Financial Headlines - Continuing Operations
· Group revenue increased 43.1% to £15.4 million (2024: £10.8
million) and growth of 12.4% on a proforma(1) basis.
· Gross profit increased 49.9% to £6.6 million (2024: £4.4
million) and gross margin improvement to 43.1% (2024: 41.2%) (2024 proforma:
43.0%).
· Marketing costs as % of revenue increased to 10.5% (2024: 5.6%).
· Adjusted EBITDA(2) increased 32.6% to £1.8 million (2024: £1.4
million) and adjusted EBITDA margin declined to 11.6% (2024: 12.6%) (2024
proforma: 10.9%).
· Operating loss increased to £1.4 million (2024: £0.4 million)
and Adjusted profit before tax(3) increased to £0.8 million (2024: £0.1
million).
· Adjusted EPS(4) increased to 0.83p (2024: 0.26p) and Basic EPS
decreased to a loss of (1.53)p (2024: 1.02p).
· Free cash flow decreased to £1.5 million (2024: £2.1 million)
and underlying free cash flow excluding cash exceptional costs remained stable
at £2.2 million.
· Group net leverage(5) increased to 1.86x (31 December 2024:
1.83x) and Group net debt(6) increased to £19.9 million (31 December 2024:
£18.7 million) - post-period the Group reports a net cash position of £34.1
million.
Operational Headlines - Continuing Operations
· Acquisition of Health and Her Limited ("H&H") completed on 8
November 2024 contributing revenues of £4.1 million for the Period in the UK
and US, and achieving growth of 38% on a proforma basis.
· H&H products launched into CVS in United States, securing
+15,000 distribution points.
· First shipments of Women's Health products to Cooper Consumer
Healthcare fulfilled in the Period.
Post Period End
· The divestment of the CDMO and Non-Core Products was completed
for €62.0 million on 24 July 2025.
· The Group's drawn funds against the revolving credit facility
were fully repaid on 7 August 2025.
· As of 30 September 2025, the Group has a net cash position of
£34.1 million.
· Proposals for new executive Board members and senior management
appointments have been made.
· Potential mergers and acquisitions are progressing well, with
several opportunities actively being pursued.
· Share buyback programme planned to repurchase up to 12,805,231
ordinary shares to be launched shortly.
Jerry Randall, CEO of Venture Life Group plc commented: "In a transformational
period for the Group I am delighted with the progress made. We have
significantly streamlined operations and removed the burden of investment in
manufacturing operations, whilst generating significant funding to grow the
business in the coming years. This means a dual track of driving organic
growth through our omnichannel, number one brand mindset, and the selective
acquisition of complementary assets across the key geographies of UK, EU &
USA. Coupled with integrated digital & AI capabilities and an
entrepreneurial mindset we will build long lasting strategic partnerships with
our key customers, to grow both the market and our share of it, in our focus
categories. We will help our key partners grow their business through data
driven insight and category thought leadership. We have invested significantly
in additional talent to deliver this vision, and I look forward to updating
shareholders on our progress in the future.
I am also pleased today to announce our intention to launch a share buyback
programme, utilising the authorities granted to us by our shareholders at the
2025 AGM."
(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) Group net leverage calculated as net debt (excluding finance leases) and
using proforma Adjusted EBITDA on a trailing 12-month basis (see note 15 for
reconciliation)
(6) Net debt calculated as gross debt excluding leases and uncrystallised
deferred contingent consideration, less cash & cash equivalents (see note
15 for reconciliation)
Investor Meets Presentation
Jerry Randall (CEO) and Daniel Wells (CFO) will provide a presentation via
Investor Meet Company on Wednesday 1 October 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 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 first half of the year has seen significant change in the business and its
strategic focus. With the divestment of the lower margin, highly capital
intensive CDMO operations in July 2025 as well as select non-core products,
the Group is now a higher margin brand focused consumer healthcare business,
focused on helping our consumers to pursue proactive healthy longevity. We
will achieve this with a capital light business, brand focused with a no.1
brand mindset, omnichannel approach using integrated digital capabilities and
supported by entrepreneurial ways of working.
The divestment of the CDMO businesses raised approximately €62 million of
cash paid on completion, and this has resulted in the Group reporting a net
cash position of £34.1 million as at 30 September 2025. These funds, along
with its undrawn revolving credit facility of up to £50 million provide the
Group with substantial resources to invest in both its organic and acquired
growth. Along with the divestment, the Group has entered into a long-term
development and manufacturing agreement with both of the disposed entities and
the wider industrial group they now form a part of. This gives the Group
access to state of the art development and manufacturing capabilities, without
the need to invest in this itself.
Commensurate with the divestment the Group has focused on the growth of its
Power Brands (Balance Activ, Health & Her/Him, Lift & Earol) through
increased A&P and developing strategic category level relationships with
its key retailers in the UK and US. Geographic focus going forward will be in
the UK, EU and US. The Group has invested during the Period and post-period
end in additional high calibre talent to drive the business forward,
particularly in the areas of Strategic Partner Management, Digital
Capabilities, Procurement and Marketing. The Board is confident that this
additional investment will deliver strong growth forward.
We have strengthened the Board with two proposed key appointments joining in
the second half of 2025:
- Kate Bache, Chief Marketing and Innovation Officer. Kate has
held senior marketing and innovation positions across Europe and Australasia
for leading blue chip FMCG organisations. A specialist in innovation and
marketing leadership, Kate co-founded Health & Her and will lead our
innovation program.
- Peter Jackson, Chief Digital and Technology Officer. Peter has a
wealth of experience aligning IT strategy with business objectives in large
multi-national corporations and the Board believes this area is key to
delivery of our growth plans in the current marketplace through integrated
digital & AI capabilities.
These appointments along with other key senior management recruits have
significantly enhanced the Group's in house capabilities for delivering on our
strategies.
Share buyback programme
The Board believes that Venture Life's ordinary shares are undervalued
relative to the Group's strong fundamentals and growth potential. As a result,
the Board intends to commence a share buyback programme to repurchase up to
12,805,231 ordinary shares. Further information will be provided shortly.
Trading Performance
Group revenues of the continuing business for the period demonstrated strong
growth to £15.4 million, 12.4% ahead of the prior year on a proforma basis
(H1 2024: £13.7 million). This growth was seen most strongly across the areas
of Women's Health and Hormone Health where our increased investment in
advertising and promotion has supported UK revenues improving 13% proforma to
£11.3 million (H1 2024: £10.1 million), and international partner revenues
grew 14% to £4.1 million (H1 2024: £3.6 million). This saw the Health &
Her/Him and Balance Activ Brands delivering strong growth, through
distribution expansion, new product development ("NPD") and innovative
marketing approaches.
Revenue by therapy area for the 6 months ended 30 June 2025:
Revenue (£m) Revenue change (%)
2025 2024
Actual Proforma(1) Actual Proforma(1) Actual Proforma(1)
Women's Health 4.1 4.1 3.3 3.3 24.2% 24.2%
Energy Management 4.0 4.0 4.2 4.2 (4.7)% (4.7)%
ENT 2.5 2.5 2.8 2.8 (10.7)% (10.7)%
Oncology 0.7 0.7 0.2 0.2 204.6% 204.6%
Hormone Health 4.1 4.1 - 2.9 n.a. 38.1%
Other - - 0.3 0.3 (100.0)% (100.0)%
VLG brands revenue 15.4 15.4 10.8 13.7 43.1% 12.4%
Discontinued Operations 11.4 11.4 12.7 12.7 (10.2)% (10.2)%
Revenue by brand for the 6 months ended 30 June 2025 from continuing
operations:
Revenue (£m) Revenue change (%)
2025 2024
Actual Proforma(1) Actual Proforma(1) Actual Proforma(1)
Balance Activ 4.1 4.1 3.3 3.3 24.2% 24.2%
Lift 2.8 2.8 3.1 3.1 (9.6)% (9.6)%
Glucogel 1.2 1.2 1.1 1.1 9.0% 9.0%
Gelclair 0.6 0.6 0.2 0.2 229.2% 229.2%
Pomi-T 0.1 0.1 0.0 0.0 100%. 100%%
Earol 2.5 2.5 2.8 2.8 (10.7)% (10.7)%
Health & Her 3.9 3.9 - 2.9 34.5% 34.5%
Health & Him 0.2 0.2 - - 100.0% 100.0%
Other - - 0.3 0.3 (100.0)% (100.0)%
VLG brands revenue 15.4 15.4 10.8 13.7 43.1% 12.4%
Women's Health (Balance Activ - Revenue £4.1 million, +24.2%)
Balance Activ delivered robust revenue growth of approximately 24% during the
period. This performance was driven by both international and domestic
success. Notably, international distributor revenue surged by 35%, bolstered
by initial orders shipped to Cooper Consumer Healthcare Group for Bacterial
Vaginosis ("BV") and Menopause treatments. In the UK, the brand achieved a 13%
increase over the same period last year. This domestic growth was supported by
the launch of new treatment conditions, which have performed well organically,
annualising within the period and reinforcing Balance Activ's presence in the
grocery channel.
Innovation remains at the core of Balance Activ's strategy, with the team
actively pursuing a pipeline of breakthrough and first-to-market treatments.
Currently, five innovations are undergoing development, underscoring the
brand's commitment to advancing women's health. The Women's Intimate Health
("WIH") market in the UK is valued at approximately £112 million, and Balance
Activ's objective is to become the leading brand in this segment. The approach
taken focuses on transforming consumer behaviours, extending care to women at
every life stage, and curating innovations to address evolving health needs.
As the UK's number one BV treatment brand*, Balance Activ continues to
collaborate closely with healthcare professionals. The brand supports women's
intimate healthcare training and raises awareness within the pharmacy channel.
Leveraging strong relationships with retail partners, Balance Activ is focused
on expanding its distribution footprint across the UK, ensuring broader access
to its products and reinforcing its leadership in women's intimate health.
*Source: Nielsen IQ Total Retail Women's Health Unit Sale and Amazon Unit
Sales w/e 5(th) April 2025
Energy Management (Lift, Glucogel - Revenue £4.0 million, -4.7%)
Lift is dedicated to empowering a wide range of individuals, including those
managing diabetes and those looking to boost their overall mental and physical
wellbeing. Through the provision of accessible and effective glucose products
designed to help manage low blood sugar, as well as innovative energy
management solutions, Lift enables consumers to maintain an active, worry-free
lifestyle. The brand's offerings are focused on elevating confidence and
vitality, supporting people in leading healthier, more energetic lives.
During the Period, the Energy Management segment experienced a contraction of
4.7%. This decline was primarily attributable to disruptions in the
prescription business at the start of the year which have since been
rectified. Specifically, a technical error temporarily removed Lift products
from the NHS ordering platform, redirecting demand in this channel with some
of the sales shifting to the Glucogel product.
Despite this setback in the prescription channel, the Lift brand demonstrated
resilience and achieved notable growth online. Revenues from Amazon increased
by 24% compared to the previous year, driven in part by the successful 'Need a
Lift' campaign, which launched in June. This 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.
Pharmacy field sales remain a key area of focus, with ongoing efforts to
capitalise on healthcare professional recommendations within the independent
pharmacy sector. Meanwhile, the Glucogel brand posted strong results, growing
by 9% to reach £1.2 million in revenue supported by the launch onto Amazon in
the UK.
ENT (Earol, Earol Swim, Baby Earol - Revenue £2.5 million, -10.7%)
During the Period, the Earol range experienced significant growth in the UK
market, with sales increasing by 15%. The brand's expansion strategy focused
on extending its presence across new retail partners, notably securing
listings with Sainsbury's and WH Smith. These efforts led to an impressive
addition of 1,400 new distribution points. Furthermore, the distribution of
Earol Baby and Earol Swim was bolstered through a 120% increase in listings
with Boots, further solidifying the brand's reach within the UK.
A core part of the brand's strategy has been raising awareness through
targeted digital marketing campaigns and the creation of educational materials
for healthcare professionals. These initiatives have not only increased
professional recommendations but have also contributed to greater consumer
adoption of Earol products. The brand's reputation within the ear care
community remains strong, as evidenced by Earol receiving the MVP Awards for a
third consecutive year.
On the international front, where Earol products are distributed through
partner channels, the brand generated revenues of £0.9 million (2024: £1.5
million). International revenues for this product are generated through
partners where our revenue timing is controlled by customer ordering patterns
and we expect that revenues for H2 will be significantly higher.
Women's Hormone Health (Health & Her - Revenue £3.9 million, +34.5%
proforma)
Health & Her ("H&H") is an established brand specialising in
supplements and digital support designed for women navigating the hormonal
health journey. Acquired by VLG in November 2024, H&H has built its
reputation as a leading provider of products addressing menopause and
peri-menopause, which currently form the core of its revenue.
During the Period, H&H achieved impressive revenue growth of 34.5%,
reaching £3.9 million (2024: £2.9 million). This growth was underpinned by a
significant increase in distribution points, which rose by 72%. Key drivers
included a successful launch into CVS in the United States, adding 15,000 new
distribution points, as well as a new multivitamin range of products, which
secured listings with Boots and Holland & Barrett in the UK.
In addition to its core range, the business has continued to expand its
product offering, with new launches imminent in the wider female hormonal
health category. H&H also supports holistic well-being through its free
educational app, offering users accessible resources to manage their hormonal
health more effectively.
Men's Hormone Health (Health & Him - £0.2 million, launched Q4 2024)
Launched in October 2024, Health & Him entered the market leveraging the
established consumer trust, credibility, and brand recognition of its sister
brand, Health & Her. The brand's initial focus is to support men as they
navigate andropause and hormonal health challenges during midlife, with
potential to broaden its offering to address other men's health requirements
in the future.
Since launch, Health & Him has gained momentum with listings in leading
retailers including Holland & Barrett, Boots, Amazon UK, and its own
direct-to-consumer platform. Early commercial success and increasing demand
have set the stage for the brand's next phase of growth. A strong pipeline of
new product development is currently underway, aiming to expand the range and
provide further support to men experiencing physical and emotional changes in
midlife. Notably, a new Dad's range is scheduled for launch in Q4 2025.
Oncology Support (Gelclair, Pomi-T- Revenue £0.7 million, +204.6%)
During the Period, Gelclair revenues saw a notable improvement, rising to
£0.6 million compared to £0.2 million in the same period in 2024. This
growth reflects the normalisation of customer ordering patterns following a
period of de-stocking in the prior year which had adversely impacted revenue
performance. Gelclair continues to be recognised as a trusted solution for
oncology support care in key international markets Both clinicians and
patients consistently provide positive feedback, highlighting the significant
difference the product makes in supporting patients through challenging
treatment journeys. Underlying demand for Gelclair remains stable, and our
efforts are dedicated to further strengthening this position by fostering
closer relationships with healthcare providers and investing in clinical
research to substantiate Gelclair's unique benefits.
The Pomi-T business generated revenues of £0.1 million for the period, up
from £nil in 2024. Revenues from this product are generated completely from
partners, and so revenue timing is controlled by their ordering patterns, and
revenues for H2 are expected to be significantly higher.
Profit and Loss Account
In the previous year, the Group 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 2025 interim
financial results separate the Discontinued Operations from 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 30 June 2025.
Revenues in the period from the continuing operations were £15.4 million, an
increase of 43.1% over the £10.8 million generated in the same period during
2024. The acquisition of H&H was completed on 8 November 2024 and
contributed £4.1 million to Group revenues in the period. On a proforma basis
the revenue performance was 12.4% ahead of the comparative period.
Revenues associated with the Discontinued Operations declined 10.2% to £11.4
million (2024: £12.7 million), primarily driven by volume reductions across
the Customer Brands business.
Absolute gross profit of the continuing operations for the period of £6.6
million increased by 49.9% (2024: £4.4 million) and percentage gross margin
improved to 43.1% (2024: 41.2%) which benefited from the accretive nature of
the H&H product range. The results of the Discontinued Operations achieved
a gross margin of 38.9% (2024: 35.5%).
Operating expenses of the continuing operations before depreciation,
amortisation and share based payment charges rose significantly from the
previous period to £4.8 million (2024: £3.1 million). £0.7 million of these
expenses were acquired and relate solely to the operation transactions of the
H&H acquisition, as such these are incremental to the prior year reported
expenditure.
The remaining increase of £1.0 million primarily reflects increased
investment into marketing and advertising 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. The current period
includes spend related to the H&H brands which was not part of the prior
year reported figure, as such a more measurable comparative is the marketing
and advertising spend as a % of revenue which has increased to 10.5% of
overall Group revenues (2024: 5.6%) and 14.5% of UK/US revenues pertained from
sales of the Power Brands (2024: 6.0%). The percentage level of spend is now
broadly aligned with VLG's forward looking plans for branding and marketing
activities; whilst we are pleased to report that these initiatives are
delivering impactful results, we expect to achieve greater efficiency from
this spend once digital marketing plans have been fully activated and directed
to activities generating the highest returns.
Non-cash costs for amortisation and depreciation of the continuing operations
increased from the previous year to £1.8 million and £0.2 million
respectively (2024: £1.1 million and £0.2 million), with the increase to
amortisation reflecting the amortisation on acquired H&H assets.
Exceptional costs of £1.0 million (2024: £0.4 million) increased
substantially during the period and were primarily attributable to the
implementation of the new ERP system which is expected to go-live within 2025.
The Group has a revolving credit facility ("RCF") that was refinanced during
2024 in the committed sum of £30.0 million for a term of 3+1 years. £21.9
million was drawn down as at 30 June 2025, but has since been repaid in full.
The revolving credit facility bears interest on a ratchet mechanism between
2.00% and 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.
Finance costs in the Period decreased by £0.33 million to £0.63 million
(2024: £0.96 million) due to a combination of factors with adverse unrealised
FX impacts of £0.4 million on retranslation of EUR borrowings at the period
end, being offset by non-recurrence of the £0.2 million loss on modification
of the RCF in the prior year, plus a reduction in the recognition of
deferred contingent consideration of £0.6 million pertaining to the
acquisition of Health and Her Ltd.
Allowing for the strong revenue growth, investment in marketing and gross
margin improvement resulted in adjusted EBITDA for the continuing operations
of £1.8 million for the period, an increase of 32.6% over the prior year
(2024: £1.4 million) at a margin of 11.6% (2024: 12.6%). Margins are expected
to improve in the subsequent period as returns from marketing spend
incrementally materialise and volume leverage obtained on second half revenue
weighting against the fixed element of the Group's cost base.
Operating loss was £1.4 million (2024: £0.4 million) with a loss before tax
for the continuing operations of £2.0 million (2024: loss of £1.4 million)
which translated into adjusted earnings per share of 0.83 pence (2024: 0.26
pence). Adjusted profit before tax which adds back exceptional items,
amortisation and share based payments, increased to £0.8 million (2024: £0.1
million).
Cash and Debt - Continuing Operations
Cash generated from operations of the continuing business decreased 16.7% to
£2.2 million (2024: £2.7 million) owing to increased cash exceptional costs
of c.£0.5 million in the period related to the implementation of the Group's
new ERP system. This is stated after a working capital inflow of £1.4 million
(2024: outflow £1.6 million) which includes an increase in inventories
primarily for the inclusion of the H&H acquisition of c.£0.9 million. Tax
paid was broadly in line with the previous period at £0.4 million (2024:
£0.3 million) and related to the Group's Italian and Dutch subsidiaries.
Cash used in investing activities increased to £0.2 million from £nil in the
previous period, as the Group has introduced software and app development for
its Power Brands. The Health & Her app has had over 500k downloads and
helps to drive loyalty amongst supplement users by driving awareness and
attracting new users to the Brand.
Free cash flow (stated before debt servicing) of £1.5 million was down
against the prior period (2024: £2.1 million) commensurate with the reduction
in cash generation from operations. Excluding the impact of increased cash
exceptional costs, the underlying free cash flow for the period would have
been £2.2 million (2024: £2.2 million).
Cash outflows from financing activities reduced to £0.6 million (2024:
outflow £3.7 million) and comprised interest payments of £0.7 million (2024:
£1.0 million), lease payments of £0.2 million (2024: £0.2 million), a net
repayment on the RCF of £0.1 million (2024: net repayment £2.6 million) and
net proceeds of £0.3 million from the issuance of ordinary shares (2024:
£nil).
Net debt excluding finance lease obligations was £19.9 million (31 December
2024: £18.7 million) and equated to net leverage of 1.86x at the period end
(31 December 2024: 1.83x). On 7 August 2025 the RCF was repaid in full and the
Group has a net cash position of £34.1 million as at 30 September 2025. 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.
Current Trading and Strategic Outlook
The Group has continued to prioritise investment in organic growth, focusing
on strengthening both team capabilities and ensuring sufficient funding for
marketing activities, particularly for its Power Brands. Trading on a proforma
basis during the third quarter has been robust, with further uplift achieved
compared to the previous year. UK revenues remain a key driver, contributing
to an improved rate of topline growth. In addition, the Group is making
significant progress with the development and launch of new products,
especially in the Hormonal Health segment, which is expected to further expand
the Group's distribution footprint across the UK. As is typical, the timing of
international sales will be weighted towards the final quarter of the calendar
year, reflecting the re-stocking patterns of the Group's international
partners.
The recent divestment has resulted in the availability of substantial cash
resources within the Group. These funds are being strategically redeployed to
support and invest in existing brands, as well as to facilitate the
acquisition of select complementary brands that present clear opportunities
for profitable growth. The Group is actively exploring acquisition prospects
that align with its strategic objectives and available funding.
Significant changes have been implemented within the senior management team,
with additional Board appointments scheduled for later in the year. The Group
is currently undergoing a period of considerable transition as it evolves into
a pure play, brand-focused consumer healthcare platform following the
divestment of its Contract Development Manufacturing Operations ("CDMO"). This
transformation necessitates ongoing transitional support for the Discontinued
Operations, through a transitional services agreement and long term
development and manufacturing agreement while simultaneously implementing a
new strategy centred on developing a leading brand mindset, integrated digital
capabilities and data-driven insights, an omni-channel approach, and delivered
through core entrepreneurial strengths.
To better reflect the Group's revised strategic direction, which was
introduced earlier in the year, and with the aim of reducing revenue
seasonality and managing specific operating costs with greater efficiency, the
Company's financial year end has been extended to 31 May with immediate
effect.
With these initiatives underway and acknowledging the current period of
transition, the Board holds a high level of confidence that the Group is
well-positioned to achieve its growth objectives. The Board believes that the
additional investments being made will underpin strong future growth, and as
such, is confident in meeting management's expectations for the 17-month
period ending 31 May 2026.
Unaudited Interim Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2025
Note Six months ended Re-presented(1) Six months ended Year
ended
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Revenue 4 15,388 10,750 26,593
Cost of sales (8,749) (6,320) (14,407)
Gross profit 6,639 4,430 12,186
Operating expenses (5,220) (3,425) (6,606)
Amortisation of intangible assets 5 (1,835) (1,101) (2,447)
Total administrative expenses (7,055) (4,526) (9,053)
Other income - 6 3
Operating (loss)/profit before exceptional items (416) (90) 3,136
Exceptional items 6 (987) (357) (1,621)
Operating (loss)/profit (1,403) (447) 1,515
Net finance costs 7 (629) (959) (1,496)
(Loss)/Profit before tax (2,032) (1,406) 19
Tax 8 77 117 (46)
Loss - Continuing operations (1,955) (1,289) (27)
Profit/(loss) - Discontinuing operations 494 (398) (287)
Loss for the period attributable to the equity shareholders of the parent (1,461) (1,687) (314)
Other comprehensive profit/(loss) which may be subsequently reclassified to 9 698 (392) (868)
the income statement
Total comprehensive loss for the period attributable to equity shareholders of (763) (2,079) (1,182)
the parent
Basic loss per share (pence) attributable to equity shareholders of the parent 10 (1.53) (1.02) (0.02)
Diluted basic loss per share (pence) attributable to equity shareholders of 10 (1.53) (1.02) (0.02)
the parent
1 The results for the period ended 30 June 2024 have been re-presented to
reflect that the results of parts of the business are now reported as
discontinued operations. See note 16 'Discontinued operations and assets held
for sale' for more information
Unaudited Interim Condensed Consolidated Statement of Financial Position
As at 30 June 2025
Note 30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
ASSETS £'000 £'000 £'000
Non-current assets
Intangible assets 11 46,923 72,567 48,615
Property, plant and equipment 12 618 9,781 769
Deferred tax 3,115 2,538 3,287
50,656 84,886 52,671
Current assets
Inventories 6,222 10,571 5,075
Trade and other receivables 9,510 13,214 10,832
Cash and cash equivalents 2,009 5,575 3,053
17,741 29,360 18,960
Assets held for sale 56,511 - 52,856
TOTAL ASSETS 124,908 114,246 124,487
EQUITY & LIABILITIES
Capital and reserves
Share capital 13 384 380 381
Share premium account 13 66,294 65,960 65,960
Merger reserve 13 7,656 7,656 7,656
Foreign currency translation reserve 844 622 146
Share-based payment reserve 1,469 1,151 1,225
Retained earnings (1,420) (1,436) 43
Total equity attributable to equity holders of the parent 75,227 74,333 75,411
LIABILITIES
Current liabilities
Trade and other payables 6,820 9,562 5,307
Taxation 273 183 330
Interest bearing borrowings 1,093 3,468 1,660
8,186 13,213 7,297
Liabilities held for sale 12,120 - 11,966
20,306 13,213 19,263
Non-current liabilities
Interest bearing borrowings 22,182 17,678 22,200
Statutory employment provision - 1,495 -
Deferred tax liability 7,193 7,527 7,613
29,375 26,700 29,813
TOTAL LIABILITIES 49,681 39,913 49,076
TOTAL EQUITY & LIABILITIES 124,908 114,246 124,487
Unaudited Interim Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2025
Share capital Share premium account Merger reserve Foreign currency translation reserve Share-based payment reserve Retained earnings Total equity
£'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 - - - - - (1,687) (1,687)
Foreign exchange for period - - - (392) - - (392)
Total comprehensive income - - - (392) - (1,687) (2,079)
Share options charge - - - - 157 - 157
Share options charge recycling - - - - (40) 40 -
Contributions of equity, 1 - - - - - 1
net of transaction costs
Transactions with Shareholders 1 - - - 117 40 158
Balance at 30 June 2024 (Unaudited) 380 65,960 7,656 622 1,151 (1,436) 74,333
Profit for the period - - - - - 1,373 1,373
Foreign exchange for period - - - (476) - - (476)
Total comprehensive income - - - (476) - 1,373 897
Share options charge - - - - 180 - 180
Share options charge recycling - - - - (106) 106 -
Contributions of equity, 1 - - - - - 1
net of transaction costs
Transactions with Shareholders 1 - - - 74 106 181
Balance at 31 December 2024 (Audited) 381 65,960 7,656 146 1,225 43 75,411
Loss for the period - - - - - (1,461) (1,461)
Foreign exchange for period - - - 698 - - 698
Total comprehensive income - - - 698 - (1,461) (763)
Share options charge - - - - 242 - 242
Share options charge recycling - - - - 2 (2) -
Contributions of equity, 3 334 - - - - 337
net of transaction costs
Transactions with Shareholders 3 334 - - 244 (2) 579
Balance at 30 June 2025 (Unaudited) 384 66,294 7,656 844 1,469 (1,420) 75,227
Unaudited Interim Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2025
Six months Re-presented Six months Year ended
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Cash flow from operating activities:
(Loss)/profit before tax (2,032) (1,406) 19
Finance cost 629 959 1,496
Operating (loss)/profit (1,403) (447) 1,515
Adjustments for:
- Depreciation of property, plant and equipment 180 183 359
- Impairment losses of financial assets (16) 18 (7)
- Amortisation of intangible assets 1,835 1,101 2,447
- (Profit)/loss on disposal of non-current assets - (7) 158
- Share-based payment expense 194 157 232
Operating cash flow before movements in working capital 790 1,005 4,704
(Increase)/decrease in inventories (1,132) 207 (355)
Decrease/(increase) in trade and other receivables 1,547 1,253 (2,465)
Increase/(decrease) in trade and other payables 1,008 189 2,747
Cash generated by operating activities 2,213 2,654 4,631
Tax paid (378) (341) (657)
Cashflows from discontinued operations (400) 3,516 4,377
Net cash from operating activities 1,435 5,829 8,351
Cash flow from investing activities:
Acquisition of subsidiaries, net of cash acquired - - (9,480)
Purchases of property, plant and equipment (29) (8) (8)
Expenditure in respect of intangible assets (142) - (2)
Cashflows from discontinued operations (704) (926) (1,804)
Net cash used by investing activities (875) (934) (11,294)
Cash flow from financing activities:
Net proceeds from issuance of ordinary shares 337 - 2
Drawdown in interest-bearing borrowings 750 - 9,000
Repayment of interest-bearing borrowings (800) (2,587) (3,300)
Leasing obligation repayments (154) (158) (307)
Interest paid (744) (998) (2,012)
Cashflows from discontinued operations (470) (1,108) (1,604)
Net cash (used in)/from/financing activities (1,081) (4,851) 1,779
Net (decrease)/increase in cash and cash equivalents (521) 44 (1,164)
Net foreign exchange difference 85 (91) (139)
Cash and cash equivalents at beginning of period 4,319 5,622 5,622
Cash and cash equivalents at end of period 3,883 5,575 4,319
Notes to the Unaudited Interim Condensed Consolidated Financial Statements for the six months ended 30 June 2025
1. Corporate information
The Interim Condensed Consolidated Financial Statements of Venture Life Group
plc and its subsidiaries (collectively, the Group) for the six months ended 30
June 2025 ("the Interim Financial Statements") were approved and authorised
for issue in accordance with a resolution of the directors on 30 September
2025.
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 within the meaning of section 343 of
the Companies Act 2006. 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 Six months Six months Year ended
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
Average exchange rate for period 1.187 1.170 1.181
Exchange rate at the period end 1.168 1.180 1.206
Sterling/SEK exchange rates Six months Six months Year ended
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
Average exchange rate for period 13.176 13.324 13.500
Exchange rate at the period end 12.998 13.393 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 has been reclassified as held for sale
and was divested post year end (see note 17 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. 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
Six months Re-presented Six months Year ended
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
Amortisation of: £'000 £'000 £'000
Acquired intangible assets (346) (346) (692)
Patents, trademarks and other intangible assets (1,488) (755) (1,755)
(1,834) (1,101) (2,447)
6. Exceptional items
Six months Re-presented Year ended
Six months
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Costs incurred in the acquisition of Health & Her Limited - - (729)
Prospective M&A costs (13) (110) (256)
Costs related to Enterprise Resource Planning system implementation (964) - (286)
Integration of acquisitions (9) (89) (99)
Restructuring costs (1) (158) (251)
(987) (357) (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. In the six-month period
to 30 June 2025, the Group incurred further costs of £964,000 for the
implementation of the Enterprise Resource Planning system costs of £10,000
associated with integration / restructuring of the Health and Her Ltd
acquisition and costs of £13,000 associated with ongoing prospective M&A
activities.
7. Net finance costs
Six months Re-presented Year ended
Six months
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
On loans and overdrafts 746 796 1,418
Loss on non-substantial modification of Revolving Credit Facility - 151 151
Amortised finance issue costs 59 37 64
Interest on lease liabilities 31 33 70
Net exchange difference 405 (58) (207)
Gain on Remeasurement of Contingent Consideration (612) - -
629 959 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 six months to 30 June 2025.
The major components of income tax expense in the Interim Condensed Statement
of Comprehensive Income are as follows:
Six months Re-presented Six months Year ended
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Current income tax (171) (142) (720)
Deferred income tax expense related to origination and reversal of timing 248 259 674
differences
Income tax (expense)/credit recognised in statement of comprehensive income 77 117 (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.
At the period end, the estimated tax losses amounted to £12,374,000 (30 June
2024: £9,469,000; 31 December 2024: £13,120,000) and a deferred tax asset is
recognised at 30 June 2025 of £3,115,000 (30 June 2024: £2,538,000).
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 30 June 2025 of 1.168 (at 31 December 2024 of 1.206 and at
30 June 2024 of 1.180) 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 30 June 2025 of 1.168. 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 30 June 2025 of 12.998 (at 31 December 2024 of
13.834 and at 30 June 2024 of 13.393).
10. Earnings per share
Six months Re-presented Six months Year ended
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
Weighted average number of ordinary shares in issue 127,885,645 126,529,587 126,720,281
Total Group
Loss attributable to equity holders of (1,461) (1,687) (314)
the Company (£'000)
Basic loss per share (pence) (1.14) (0.01) (0.25)
Diluted loss per share (pence) (1.14) (0.01) (0.25)
Adjusted profit per share (pence) 2.52 0.01 3.96
Diluted adjusted profit per share (pence) 2.32 0.01 3.65
Continuing Operations
Loss attributable to equity holders of (1,955) (1,289) (27)
the Company (£'000)
Basic loss per share (pence) (1.53) (1.02) (0.02)
Diluted loss per share (pence) (1.53) (1.02) (0.02)
Adjusted profit per share (pence) 0.83 0.26 3.37
Diluted adjusted profit per share (pence) 0.76 0.24 3.11
Adjusted earnings per share is profit after tax excluding amortisation,
exceptional items and share based payments. Diluted adjusted earnings per
share is profit after tax excluding amortisation, exceptional items and share
based payments, diluted by the inclusion of 12,594,015 stock options.
Including this dilution, the weighted average number of ordinary shares for
the diluted EPS calculation is 139,329,660 (30 June 2024: 137,128,201; 31
December 2024: 137,296,327) shares.
In circumstances where the Basic and Adjusted results per share attributable
to ordinary shareholders are a loss then the respective diluted figures are
identical to the undiluted figures. This is because the exercise of share
options would have the effect of reducing the loss per ordinary share and is
therefore not dilutive under the terms of IAS 33.
11. Intangible assets
At the reporting date the Goodwill generated from the acquisitions of
PharmaSource BV in 2020, 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).
Software development Development Costs Brands Patents and Trademarks Goodwill Other Intangible Assets Total
£'000 £'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
Additions - 611 - 11 - - 622
Foreign exchange - (164) - (16) (328) (71) (579)
At 30 June 2024 - 6,837 29,375 1,249 39,019 13,384 89,864
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 140 - - 2 - - 142
At 30 June 2025 140 - 34,673 393 15,387 6,073 56,666
Amortisation:
At 1 January 2024 - 3,604 4,261 828 762 5,754 15,209
Charge for the period - 578 803 88 - 791 2,260
Foreign exchange - (91) - (11) (9) (61) (172)
At 30 June 2024 - 4,091 5,064 905 753 6,484 17,297
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 - - 1,457 32 - 346 1,835
Foreign exchange - - - (1) - - (1)
At 30 June 2025 - - 7,127 224 - 2,392 9,743
Carrying amount:
At 31 December 2024 - - 29,003 198 15,387 4,027 48,615
At 30 June 2024 - 2,746 24,311 344 38,266 6,900 72,567
At 30 June 2025 140 - 27,546 169 15,387 3,681 46,923
12. Property, Plant & Equipment
The carrying value of property, plant & equipment at 30 June 2025
decreased to £0.6m compared to prior year (30 June 2024: £9.8m).
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
Additions 299 13 - 774 1,086
Disposals - (12) - (481) (493)
Foreign exchange (281) (7) (48) (195) (531)
At 30 June 2024 7,041 304 1,374 9,391 18,110
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
Additions - 29 - - 29
At 30 June 2025 45 133 - 1,081 1,259
Depreciation:
At 1 January 2024 3,141 205 222 4,286 7,854
Charge for the period 428 23 43 611 1,105
Disposals (12) - - (323) (335)
Foreign exchange (174) (4) (23) (94) (295)
At 30 June 2024 3,383 224 242 4,480 8,329
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 - 20 - 160 180
At 30 June 2025 45 72 - 524 641
Carrying amount:
At 31 December 2024 - 52 - 717 769
At 30 June 2024 3,658 80 1,132 4,911 9,781
At 30 June 2025 - 61 - 557 618
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 30 June 2025 128,052,312 384 66,294 7,656
During the period 31 December 2024 to 30 June 2025 1,000,000 shares were
issued for total consideration £3,000.
14. Financial instruments
Set out below is an overview of financial instruments held by the Group as at:
30-Jun-25 30-Jun-24 31-Dec-24
Loans and receivables Total financial assets Loans and receivables Total financial assets Loans and receivables Total financial assets
£'000 £'000 £'000 £'000 £'000 £'000
Financial assets:
Trade and other receivables (a) 8,737 8,737 12,993 12,993 10,588 10,588
Cash and cash equivalents 2,009 2,009 5,575 5,575 3,053 3,053
Total 10,746 10,746 18,568 18,568 13,641 13,641
30-Jun-25 30-Jun-24 31-Dec-24
Liabilities (amortised cost) Total financial liabilities Liabilities (amortised cost) Total financial liabilities Liabilities (amortised cost) Total financial liabilities
£'000 £'000 £'000 £'000 £'000 £'000
Financial liabilities:
Trade and other payables (b) 6,768 6,768 9,478 9,478 5,307 5,307
Lease obligations 580 580 5,021 5,021 733 733
Interest bearing 22,695 22,695 16,125 16,125 23,127 23,127
Total 30,043 30,043 30,624 30,624 29,167 29,167
(a) Trade and other receivables excludes prepayments.
(b) Trade and other payables excludes deferred revenue.
15. 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
Net leverage Net leverage calculated as net debt (excl. finance leases) and Adjusted EBITDA Note c below
on a trailing 12-month basis.
a) EBITDA and Adjusted EBITDA Six months Re-presented Six months Year ended
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Operating (loss)/profit (1,403) (447) 1,515
Add back:
Depreciation 180 183 359
Amortisation 1,835 1,101 2,447
EBITDA 612 837 4,321
Add back:
Share-based payment charge 193 157 232
Exceptional costs 987 357 1,621
Adjusted EBITDA 1,792 1,351 6,174
b) Net debt / (cash) Six months Six months Year ended
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Cash and cash equivalents (2,009) (5,575) (3,053)
Interest bearing borrowings - Deferred contingent consideration - current - - 599
Interest bearing borrowings - Bank Loans - current - - -
Interest bearing borrowings - Bank Loans - non-current 21,933 13,796 21,782
Interest bearing borrowings - deferred consideration - current 763 2,329 746
Interest bearing borrowings - Subordinated Loan (deferred consideration) - - - -
non-current
Net debt (excl finance leases) 20,687 10,550 20,074
Interest bearing borrowings - Leasing obligations - current 330 1,139 315
Interest bearing borrowings - Leasing obligations - non-current 250 3,882 418
Net debt (incl finance leases) 21,267 15,571 20,807
c) Net leverage Six months Six months Year ended
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Net debt (excl finance leases) 20,687 10,550 20,074
Uncrystallised deferred consideration (763) - (1,345)
19,924 10,550 18,729
Adjusted EBITDA 3,862 3,623 11,365
Adjustment to increase adjusted EBITDA to trailing 12 month basis - as 7,742 7,121 -
reported
Adjustment to include mid year acquisition on trailing 12 month basis 243 - 6
12 month trailing adjusted EBITDA 11,847 10,744 11,371
deduct:
Lease payments for 12 month period (1,142) (1,099) (1,153)
Adjusted EBITDA for net leverage 10,705 9,645 10,218
Net leverage 1.86x 1.09x 1.83x
16. 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.
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.
Transactions between the Group's continuing and discontinued operations are
eliminated in full in the Consolidated income statement.
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 from 31 December 2024.
CDMO activities and peripheral brands
The results of discontinued operations are detailed below.
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Revenue 9,515 10,615 20,607
Cost of sales (5,697) (6,721) (12,043)
Gross profit 3,818 3,894 8,564
Administrative expenses
Operating expenses (2,278) (2,957) (5,973)
Amortisation of intangible assets - (1,054) (1,832)
Total administrative expenses (2,278) (4,011) (7,805)
Other income 153 34 311
Operating profit/(loss) before exceptional items 1,693 (83) 1,070
Exceptional costs (1,605) - (92)
Operating profit/(loss) 88 (83) 978
Finance costs 389 (426) (713)
Profit/(loss) before tax 477 (509) 265
Tax (280) (166) (686)
Profit/(loss) - Discontinued operations 197 (675) (421)
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 from the date of classification.
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Revenue 1,889 2,089 4,280
Cost of sales (1,259) (1,471) (3,341)
Gross profit 630 618 939
Administrative expenses
Operating expenses (299) (239) (593)
Amortisation of intangible assets - (105) (192)
Total administrative expenses (299) (344) (785)
Other income - - -
Operating profit before exceptional items 331 274 154
Exceptional costs (18) - -
Operating profit 313 274 154
Finance costs - - -
Profit before tax 313 274 154
Tax (16) 3 (20)
Profit - Discontinued operations 297 277 134
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 30 June 2025. The relevant assets and liabilities are
detailed in the table below.
30 June 2025 CDMO activities and peripheral brands Oral care Total
ASSETS £'000 £'000 £'000
Non-current assets
Intangible assets 25,502 7,024 32,526
Property, plant and equipment 8,492 - 8,492
Deferred tax 147 - 147
34,141 7,024 41,165
Current assets
Inventories 6,916 - 6,916
Trade and other receivables 6,556 - 6,556
Cash and cash equivalents 1,874 - 1,874
15,346 - 15,346
Assets held for sale 49,487 7,024 56,511
LIABILITIES
Current liabilities
Trade and other payables 5,640 - 5,640
Taxation 27 - 27
Interest bearing borrowings 859 - 859
6,526 - 6,526
Non-current liabilities
Interest bearing borrowings 2,527 - 2,527
Statutory employment provision 1,593 - 1,593
Deferred tax liability 1,453 21 1,474
5,573 21 5,594
Liabilities held for sale 12,099 21 12,120
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.
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
30-Jun-25 30-Jun-24 31-Dec-24
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Available cash and cash equivalents as presented in the consolidated statement 2,009 5,575 3,053
of financial position
Cash and cash equivalents of discontinued operations 1,874 - 1,266
Available cash and cash equivalents as presented in the consolidated statement 3,883 5,575 4,319
of cashflows
17. Post Balance Sheet Events
On 24 July 2025, the Group completed the sale of the CDMO activities and
peripheral brands to BioDue S.p.A, a contract development and manufacturing
organisation based in Italy, for a consideration of €62.0 million (c.£54.0
million) on a cash free, debt free basis. The profit on disposal is
provisionally calculated as c.£24.0 million.
The Group has a revolving credit facility ("RCF") that was refinanced during
2024 in the committed sum of £30.0 million for a term of 3+1 years. £21.9
million was drawn down as at 30 June 2025, but has since been repaid in full
on 7 August 2025. The RCF bears interest on a ratchet mechanism between 2.00%
and 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.
As at 30 September 2025 the Group reports a net cash position of £34.1
million, The RCF will remain in place and provides access to £30 million
(plus £20 million accordion) of funding, including an adjusted EBITDA to net
debt leverage limit of 2.5x.
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