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 proforma1 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 EBITDA2 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 tax3 increased to £0.8 million (2024: £0.1 million).
· Adjusted EPS4 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 leverage5 increased to 1.86x (31 December 2024: 1.83x) and Group net debt6 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 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)
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
Proforma1
Actual
Proforma1
Actual
Proforma1
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
Proforma1
Actual
Proforma1
Actual
Proforma1
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 5th 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-presented1Six 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 the income statement
9
698
(392)
(868)
Total comprehensive loss for the period attributable to equity shareholders of the parent
(763)
(2,079)
(1,182)
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 the parent
10
(1.53)
(1.02)
(0.02)
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, net of transaction costs
1
-
-
-
-
-
1
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, net of transaction costs
1
-
-
-
-
-
1
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, net of transaction costs
3
334
-
-
-
-
337
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 Six months
Year ended
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 Six months
Year ended
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 differences
248
259
674
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 ofthe Company (£'000)
(1,461)
(1,687)
(314)
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 ofthe Company (£'000)
(1,955)
(1,289)
(27)
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
Ordinaryshares
Sharepremium
Mergerreserve
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 (EBITDA) and Adjusted EBITDA which is defined as EBITDA excluding share-based payment charges and exceptional items.
Note a below
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 on a trailing 12-month basis.
Note c below
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
Adjustment to increase adjusted EBITDA to trailing 12 month basis - as reported
7,742
7,121
-
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 of financial position
2,009
5,575
3,053
Cash and cash equivalents of discontinued operations
1,874
-
1,266
Available cash and cash equivalents as presented in the consolidated statement of cashflows
3,883
5,575
4,319
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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