REG - Xeros Tech Grp plc - Full Year Results 2025
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RNS Number : 1048C Xeros Technology Group plc 28 April 2026
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR.
28 April 2026
Xeros Technology Group Plc
("Xeros" or the "Company" or the "Group")
Full Year Results 2025
Delivering on important milestones with market leaders able to scale the
technology
Xeros Technology Group plc (AIM:XSG), the creator of technologies that reduce
the impact of clothing on the planet, announces its audited full year results
for the year ended 31 December 2025.
The year under review delivered on all three of the Group's technologies: a
breakthrough Launch Agreement with a top ten global washing machine brand, two
launch partners for the external microplastic filter XF3, and the first sales
from denim processing partner Yilmak. These important partnerships with market
leaders prove that Xeros's technology is able to break the link between
performance and damage, benefitting businesses, consumers, and the planet.
Highlights
· Breakthrough Launch Agreement for Laundry Care (XC1) signed with a top ten
global washing machine brand
- post year end: work to date is producing strong results and is progressing
well through the key milestones
· Launch plans agreed with MediaMarkt and Russell Hobbs to sell the external
microplastic filtration unit XF3 into all major European markets
- post year end: orders should ensure a Summer retail launch in the UK and
Europe
· Yilmak secured its first denim manufacturing partnership for its denim
processing machines with a prominent Pakistan-based manufacturer, Ambition
Apparel
- post year end: the machine is showing excellent results, and we have agreed
further machine placements in Egypt, Turkey and Bangladesh
· Three leading global OEMs in technical verification for Laundry Care (XC1)
· Letter of Intent signed with Guangdong Welly Electrical Appliance Co. Ltd
("Welly"), a key supplier to the fast-moving Chinese appliance industry, to
develop a washing machine with Xeros's integrated Microplastic filter (XF1),
and to develop a modular version for the global supply chain
· Ongoing discussions with retailers and manufactures for the XF3 for launch in
additional markets
Financial Summary
· Revenue increased by 50.3% to £0.24m (FY24: £0.16m) largely from the sale of
XOrbs as licensees readied machines for sale
· Adjusted EBITDA loss reduced again lowering a further 23.9% to £3.3m (FY24:
£4.4m) reflecting lower ongoing costs and increased revenue
· Administrative expenses, decreased by 21.5% to £3.8m (FY24: £4.8m) from a
continued focus on cost in the period
· Net cash outflow from operations decreased by 42.3% to £2.6m (2024: £4.5m)
· Significant funding secured from a fundraise in November that provided the
Group with funds of £5.4m (net)
· Net cash at 31 December 2025 £5.5m (2024: £2.8m) and the Group remains debt
free
Neil Austin, CEO said:
"Xeros is now in a strong position. It's important to remember that we are not
reliant on the success of just one technology; and that currently all three of
our technologies have market leading commercial partners with the potential to
take them to scale. The high level of uptake at the recent fundraise has
allowed us to reflect on the best way to achieve our significant commercial
goals over the short and medium term. We believe that by making some
additional investment in the Group's commercial and technical delivery
capability we can maximise and accelerate the substantial opportunities that
we have before us.
We have consistently talked about our confidence in the potential of Xeros's
technology, and the achievements of the last 18 months continue to fuel this
confidence."
Investor Presentation
An online investor Q&A session will be hosted by the management this
morning at 11am. The session will be held on the Investor Meet Company ("IMC")
platform. Registered investors, who follow Xeros on IMC, should have
automatically been invited, everyone else should register at:
https://www.investormeetcompany.com/xeros-technology-group-plc/register-investor
(https://www.investormeetcompany.com/xeros-technology-group-plc/register-investor)
Annual General Meeting ("AGM")
The Company will hold its AGM on Wednesday, 10 June 2026 at 12noon, at its
offices Unit 2 Evolution, Advanced Manufacturing Park, Whittle Way, Catcliffe,
Rotherham, South Yorkshire,
S60 5BL.
Following the formal meeting, attending shareholders will be offered a tour of
the site and given demonstrations of the technology.
Shareholders whose shares are held in a nominee account will not automatically
receive the Notice of the Meeting and should contact their stockbroker to
obtain a "Letter of Representation" or "Proxy" if they wish to attend. Further
details on this can be found at Nominee Accounts - ShareSoc
(https://www.sharesoc.org/investor-academy/advanced-topics/nominee-accounts/)
The Annual Report and the Notice of the Meeting will be posted to
shareholders, and available on the website, on Wednesday 6 May 2026.
Enquiries
Xeros Technology Group plc Tel: 0114 269 9656
Neil Austin, Chief Executive Officer
Alex Tristram, Director of Finance
Cavendish Capital Markets Limited (Nominated Adviser and Broker) Tel: 020 7220 0500
Julian Blunt/Teddy Whiley, Corporate Finance
Andrew Burdis/Sunila de Silva, ECM
Rawlings Financial PR Limited
Keeley Clarke Mob: 07967 816 525
Cat Valentine Email: Xeros@rfpr.co.uk
About Xeros
Xeros Technology plc has developed patented and proven, industry-leading
technologies which reduce the environmental impact of how industries make and
care for clothes.
The traditional wet processing methods used in industrial and domestic laundry
and garment manufacturing consume billions of litres of fresh water and large
amounts of energy and chemicals, as well as damaging and weakening clothing
fibres and creating rising levels of environmental pollution. It is estimated
that washing machines contribute 35% of the 171 trillion microplastic
particles in the ocean.
A range of actors, including consumers, the media NGOs and regulators are
exerting pressure on these industries, with legislative action beginning to be
taken.
Xeros' three main technologies, Microplastic Pollution Filter, Laundry Care,
and Garment Finishing, facilitate garment manufacturers, industrial laundries,
domestic washing machine manufacturers and consumers, to reduce their
environmental impact, whilst also significantly improving efficiency in the
process.
Xeros' model is to generate revenue from licensing its technologies,
generating royalties and the sale of consumables. Currently there are eight
agreements in place. The addressable markets in Microplastic Pollution Filter,
Laundry Care, and Garment Finishing are estimated to be valued at £350m p.a.,
£3bn p.a. and £132m p.a. respectively.
Chairman's Statement
Recently, I visited the local MediaMarkt in Chur (Switzerland), where I have
bought many appliances over the years. It gave me a great sense of pride to
think that our external filter technology, XF3, would soon be gracing the
shelves of stores like this for consumers to buy. It was a clear reminder of
the progress the business is making.
The year to 31 December 2025, delivered very important milestones. The most
notable of which was the breakthrough Launch Agreement for Laundry Care, which
we signed in October with a global top 10 washing machine brand. This
collaboration is progressing according to plan. While we cannot name the
brand, its leading position in the market is a testament to the global
interest and potential for our technology.
We announced the partnership with Donlim in September 2024 to manufacture the
XF3 under licence. We then announced in 2025 that Russell Hobbs would be the
first brand partner for the unit. Further interest in the filter technology
followed and in February of this year we announced that MediaMarkt, Europe's
largest consumer electronics retailer, would be our second partner under its
Koenic brand. It is very pleasing to note, that as I write, Donlim is now
manufacturing units, for sale in the UK and all over Europe.
In denim finishing, Yilmak Makina, secured its first denim manufacturing
partnership with Ambition Apparel, a prominent textile company, which produces
around nine million pairs of jeans per year. Since then, Yilmak has agreed
further placements in Egypt and Bangladesh.
In November 2025, we secured £5.95 million gross by way of an Initial
Placing, Follow on Subscription and Retail Offer. The interest in the
potential for Xeros' technology was evidenced by the level of uptake at a
price of 1.75p, which was a small premium to the average of the closing
mid-market price for the 30 days prior to the announcement. These funds, along
with the margin from revenue anticipated in the current year, give the
business an opportunity to further develop its commercial partnerships across
all technologies.
As already reported last year, there was one change to the Board in 2025; Dr
Paul Jourdan resigned as a Board Observer following the change of fund manager
for Amati AIM VCT plc from Amati Global investors to Maven Capital Partners UK
LLP. In the current year Rachel Nooney, independent Non-Executive Director,
resigned at the end of February. The Board would like to thank Rachel for her
very valuable contribution to Xeros over the past four and a half years, for
which we are very grateful. Her business insight, fresh perspective, and
marketing expertise has supported Xeros throughout this period of strategic
growth.
In the second half of 2025 the Nominations Committee undertook a review of the
composition of the Board to assess its ongoing suitability as it transitions
to a fully-fledged commercial enterprise, at that time it was agreed that,
given the support and expertise the executive management receives from the
Advisory Board, the composition was adequate. Since then, we have had a
fundraising and Rachel's departure, and the Board is agreed, given that it is
now light on independent governance, that another independent non-executive
would be beneficial in due course.
Our strategy to become an IP-rich, capital-light licensor of proprietary
technology solutions to multiple scale industries, which can deploy Xeros's
core technologies remains on track. We have commercial partnerships with large
market leading, global brands, each of which have the potential to take our
technologies to millions of end user consumers. The global potential for our
technology remains strong, and the quality of our partnerships, which Neil
will talk about in more detail in his statement, is a testament to this
potential.
I would like to once again thank you, shareholders, for your ongoing support,
and to welcome our new shareholders who joined at the fundraising. I also
want to extend praise to the management team and everyone at Xeros for their
hard work and dedication to expanding and scaling our technology.
Klaas de Boer
Chairman
CEO's Statement
At this time of year when considering the preceding financial year, it offers
a moment for reflection, and an opportunity to put into context the progress
on our ambition to have Xeros's technology employed, as default, across the
laundry appliances and apparel manufacturing industries.
Many of you will have heard directly from me that my goals for the Group are
significant. I felt from the day I walked through the doors of Xeros HQ that
the technology is more than good enough to not only provide a greener, cleaner
way for our target Industries to operate but to offer significant cost and
consumable efficiencies.
A key step to this has been to focus the business on securing commercial
partnerships with the industry's top players. Whilst by no means complete,
2025 has seen us take significant strides towards that goal.
The biggest achievement was our breakthrough product launch agreement with one
of the world's largest washing machine OEMs and top ten washing machine
brands. While we can't name the partner due to commercial sensitivity, they
represent 8% of global market access, operating predominantly across North and
Latin America.
Through the year we indicated significant interest in our external
microplastic filtration device from some of the largest players in the
consumer electronics and domestic appliance Industries. Announced in 2025 was
the heritage CE brand Russell Hobbs, and in recent weeks MediaMarkt, Europe's
largest electrical retailer, was named as the second partner to launch the XF3
across European stores under its Koenic brand. Interest behind these continues
to build, and final stage discussions with industry majors are nearing
completion.
Also in 2025, Yilmak established its first denim manufacturing partnership
with Ambition Apparel, a prominent textile company in Pakistan, which produces
around nine million pairs of jeans per year. It is also in the process of
shipping machines to sites in Turkey, Egypt and Bangladesh.
I would like to say how proud I am of the quality of our recent partnerships.
As I said, we made the conscious decision to focus on working with the biggest
and best; something that inevitably takes longer to complete but now sees the
Group in a much stronger position moving forward. The companies that we are
now dealing with are leading global businesses at the top of their markets.
This is a testament to the work undertaken by the team at Xeros and
acknowledgment of the potential for Xeros's technology to transform laundry
and denim processing.
In November we raised £5.95m from a placing, follow on subscription and
retail offer. These funds will provide the Group with working capital to
support the commercialisation as well as provide contingency against ramp up
of royalty income and subsequent operational cash flow break even.
Business update
Laundry Care (XC1 - Domestic, XC2 - Commercial)
We were thrilled to confirm in October that we had signed a significant Launch
Agreement with one of the world's largest, branded washing machine
manufacturers to develop a domestic washing machine under the manufacturer's
global brand using Xeros's Laundry Care technology (XDrum and XOrbs) and
Product Certification Mark. The manufacturer, which cannot be named due to
commercial sensitivity, is a global leader, and top ten brand, selling around
seven million domestic washing machines per year, operating predominantly
across North and Latin America. It gives Xeros access to up to 8% of the
global market.
The project, which is running on a paid-for, time-bound process with defined
milestones and deliverables. Progress to date has been positive with initial
consumer insights surveys indicating better than expected consumer demand for
the benefits of the Xeros technology. This has further strengthened the
conviction that our technology is the only real solution to prevent damage to
clothes caused by conventional washing. The next stage of the development
process will see prototyped machines delivered to the partner's marketing and
sales leads for the development of the consumer messaging.
Three further leading global washing machine manufacturers continue in
technical verification, which is the precursor to a development agreement.
These three if they were to convert, together with the existing agreement,
would potentially give us access to 62% of the global washing machine
market. We retain an option to work with IFB in the Indian subcontinent
which will be reviewed through the coming year.
In investor presentations I have often spoken about the lack of innovation in
laundry. While there have been changes, there have not been any major
developments for nearly 40 years. With an ever-increasing consumer focus on
fabric care and garment preservation, washing machine brands are now
prioritising care alongside more sustainable processes. I believe that it is
this repositioning of priorities from OEMs that will push the take up of our
laundry technology, which is the first ever to break the link between cleaning
and fabric damage.
Feeding into this is the Xeros Product Certification Mark, which we developed
in 2025. The Mark is intended to be applied to all licensed technology going
forward. It is a holographic badge with Xeros's logo and a QR Code linking to
a technology information webpage. It is applied to each unit at the point of
manufacture and signals that Xeros's patented innovative technology has been
used.
Our commercial partner in France, Georges continues its expansion in the
laundry of work wear and to support this growth has ordered three additional
machines in early 2026. Georges business model is built around the Xeros
Laundry Care technology, which saves money and extends garment life.
The commercial success of Georges using our technology is attracting a variety
of attention from other potential commercial partners. In the pipeline we have
interest from a machine manufacturer, as well as a laundry product brand.
While the major growth potential and scaling opportunity sits firmly with
partnerships in domestic laundry, commercial offers immediate revenues from
royalties and ongoing service payments for the replenishment of XOrbs.
Microplastic Pollution Filter (XF1 - Domestic, XF2 - Commercial, XF3 -
External)
Microplastics and the damage they cause to human health and the environment
remain a focus for legislators around the world. With 35% of microplastics in
the ocean coming from washing machines, we believe that legislation to
integrate filters within new washing machines will be universal within the
next 10 years.
Our technology is developed, market leading and ready to go when this shift
occurs and we have good relationships and inroads into global brands and
washing machine manufactures that would put the Group in a strong position to
be the technology provider of choice for the industry.
In the year we signed a Letter of Intent with Guangdong Welly Electrical
Appliance Co. LTD ("Welly") a key supplier to the fast-moving Chinese
appliance industry to develop a branded washing machine with Xeros' integrated
microplastic filter. Welly also intends to develop a module version for other
washing machine manufacturers and brands to fit into their own machines. Work
continues to bring this to a full development agreement.
In the meantime, our external filter, XF3, which bridges the gap until filters
are integrated, is receiving such a level of interest from domestic appliance
brands and retailers that we have been able to choose our ideal launch
partners. The units for Russell Hobbs for the UK and MediaMarkt for Europe are
expected to be available to buy in the Summer.
Our third partnership with a major global appliance manufacturer and one of
the world's largest producers of washing machines, continues to progress well.
In addition, the XF3 unit recently underwent independent verification with the
Hohenstein Institute, that certified our XF3 filter to provide 98%
microplastic capture. This is the market 's leading rating.
The companies that we are engaged and partnered with are global leaders in
their markets and able to offer huge scaling potential for our technology. The
differential between the size of Xeros and these huge market leaders is
evidence of the power of our technology. Our ability to bring these businesses
to us is testament to the huge leap we have made towards full
commercialisation and potential scalability.
Garment Finishing (XFN1 - Denim, XFN2 - Washing)
Yilmak Makina, is the world's leading manufacturer of denim processing
machines. Our partnership with them has significant potential for the scaling
of our technology, which not only offers a reliable replacement for pumice
stone, but significant savings on water, energy and chemical use.
The first machine placement at Ambition Apparel in Pakistan is producing very
positive early results: finishes matched those required by the producers and
without the use of pumice; the machine ran with 50% less energy and 30% less
chemistry, resulting in 30% less CO2e, and significant cost savings.
Further machine placements have been agreed and are being prepared for
shipment to major denim processers in Egypt and Turkey, with a further machine
intended for Bangladesh. Yilmak will showcase the technology at Europe's
leading trade fair, ITM Expo, in Istanbul in June.
Once in full production the results from these machines will feed into the
discussions we are having with leading denim retail brands, interested in a
possible brand partnership, that would see their jeans marketed as having been
made using Xeros's Technology.
Strategy
Our strategy is to become an IP-rich, capital light licensor of propriety
technology solutions to multiple scale industries, all of which deploy the
same Xeros core technologies. To date our focus has been on Denim Manufacture,
Commercial and Domestic laundry.
These are multi-billion-pound industries that will benefit from adopting
Xeros's Technology and are being driven to it by consumer and legislative
pressure for reducing environmental impact and improved performance. Our
technology delivers both alongside reduced operating costs, making it
economically incontestable.
To achieve market penetration at scale, we have a three-pronged approach:
commercial partnerships, direct engagement, and driving influence.
The focus of the business over the last three years has been to secure
commercial partnerships with the industry's top players. The market reach
potential that we have through the current launch agreement for domestic
laundry care, and with the three further partners in technical validation,
represents up to 68% of the global washing machine market.
The developing relationship with Welly mentioned above, and our partnership
with Donlim, will position our filtration units, external in the short term
and integrated in the long term, into the global washing machine supply chain.
As Yilmak rolls out its Xeros enabled denim processing machines, the
opportunity to engage with major fashion and consumer brands, increases, which
in turn would drive further machine sales.
Following the Group's successful fundraise within 2025 and as set out in the
Group's communication at that time, it intends to invest appropriately in
SG&A spend in order to maximise the opportunities available to it in 2026
and beyond.
We also continue to support legislators, industry groups, and NGOs working to
drive better environmental practices.
Advisory Board
The advisory board collectively brings over 175 years of experience in:
building brands; developing and releasing consumer products for global brands;
marketing; selling innovative technologies into global consumer electronics;
the small domestic appliance (SDA) industry; innovation; and responsible
denim. This unparalleled experience is helping Xeros to access and present
itself to leading major global players in the SDA, laundry and denim
industries. It is testimony to the high quality of the technology, and our
current partnership opportunities, that we are able to attract and benefit
from such leaders in their respective fields.
Legislation
We continue to actively contribute to the Global microplastic legislative
landscape, and still consider that the most effective way of dealing with
microplastic pollution is to deal with the issue at source, including domestic
laundry. We are proud of the impact our microplastic filtration devices will
have in the immediate from those consumers that choose to address the issue
and expect that this will be a legislative requirement in due course.
Patents
Patent protection is core to our business model and we proactively manage all
33 that sit in our portfolio. Patent protection and service costs are the
Group's third largest.
ESG
Xeros has been a certified B Corp business since September 2023. We comply
with rigorous standards, that make us part of a global movement of companies
dedicated to using business as a force for good. We are proud to be included
in a network of over 6,000 mission-led businesses, committed to meeting the
rising standards for social and environmental performance.
Our innovative sustainable technologies greatly reduce the impact of laundry
on the eco-system and achieve superior performance, are cost effective and
highly efficient all whilst minimising the environmental impact of
manufacturing and cleaning our clothes.
Our products reduce water use, chemical use, energy use, and can prevent
microplastics from our laundry entering the oceans. It is estimated that 35%
of all microplastic in the oceans come from washing our clothes.
Being a B Corp demonstrates the integrity of our team, and we remain dedicated
to making a positive difference in our communities and beyond.
Outlook
Xeros is now in a strong position. It's important to remember that we are not
reliant on the success of just one technology; and that currently all three of
our technologies have market leading commercial partners with the potential to
take them to scale. The high level of uptake at the recent fundraise has
allowed us to reflect on the best way to achieve our significant commercial
goals over the short and medium term. We believe that by making some
additional investment in the Group's commercial and technical delivery
capability we can maximise and accelerate the substantial opportunities that
we have before us.
We have consistently talked about our confidence in the potential of Xeros's
technology, and the achievements of the last 18 months continue to fuel this
confidence.
Neil Austin
Chief Executive Officer
Financial Review
Group revenue was generated as follows:
Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Service revenue 15 50
Licensing revenue 70 63
Sale of goods 157 48
_______ _______
Total revenue 242 161
The financial results in 2025 reflect the ongoing development of the Group as
major contracts move towards full commercialisation. The Group remains
confident that the globally significant partnerships already signed, as well
as those it anticipates signing in the near and medium term, provide a
platform for significant improvements in the Group's financial performance.
The Group anticipates that future revenue will be generated by those licensees
and commercial partners incorporating Xeros technology into their platforms
and product ranges, and that this will provide revenue in the form of royalty
payments and the sale of XOrbs incorporated into those products. In addition,
the Group can generate revenue from technology transfer fees during the
pre-launch product development process on certain of its technologies. The
Group has continued to rationalise the cost base in the year and considers
that this level can support the Group in the medium term as it moves to
profitability.
Group revenue increased by 50.3% to £0.2m in the year ended 31 December 2025
(2024: £0.2m). The Group's revenue is derived from three principal sources:
· Service revenue: reflecting the servicing of existing estate, based
principally in Europe.
· Licensing revenue: reflecting royalty payments from licence partners,
milestone payments during the technology transfer process and advance fees for
access to Group intellectual property.
· Sale of goods: reflecting sales of XOrbs to licence partners and other
physical goods as appropriate.
The Group continues to receive service revenue from the retained estate of
commercial laundry machines in the UK and Europe. This is predominately made
up of our French partner, Georges. Service revenue in the period decreased by
70.0% to £0.01m (2024: £0.05m). This reduction was due to previous changes
to the service contract as a result of Brexit, which came fully into effect
during the year. Going forward, as the licensing model grows, this service
revenue is expected to become a smaller part of the overall revenue mix.
Licensing revenue in the period was £0.1m (2024: £0.1m), an increase of
11.1%, reflecting increased royalties and payments from technology transfer
processes. We anticipate that licensing revenue will become the largest
portion of Group revenue as products using Xeros's IP become fully
commercialised.
Revenue from the sale of goods was significantly higher at £0.2m in the
period (2024: £0.04m), an increase of 227.1% Sales of XOrbs were made to
Yilmak and IFB as they finalised their machines ready for sale. Going forward
we see an ongoing supply of XOrbs to Yilmak as further machines are sold, and
as XOrbs require replenishing. This, alongside service revenue, will be a
source of recurring revenue for the Group.
The revenue increase was weighted towards sale of goods, which was primarily
the sale of XOrbs, and as a result the gross margin percentage was lower at
75.2% (2024: 86.3%).
The Group decreased its adjusted EBITDA loss by 23.9% to £3.3m (2024: loss
£4.4m) as a result of ongoing cost controls and the increased revenue
contribution as set out above.
Gross profit/loss and adjusted EBITDA are considered the key financial
performance measures of the Group as they reflect the trading activities of
the Group, which are focused on core commercialisation activities. Adjusted
EBITDA is defined as the loss on ordinary activities before interest, tax,
share-based payments and warrant expense, depreciation and amortisation.
Administrative expenses, decreased by 22.1% to £3.8m (2024: £4.7m),
following a reduction in the Group's headcount and a continued focus on cost
across the business. The Group's average headcount fell by 22.2% in the year
to 21 (2024: 27).
The Group reported an operating loss of £3.6m (2024: loss £4.6m), a decrease
of 23.1%. The loss per share was 0.62p (2024: loss 1.08p).
Net cash outflow from operations decreased by 42.3% to £2.6m (2024: £4.5m)
as a result of the Group's overall cost reduction, as shown in a reduction in
cash used in operations to £2.8m (2024: £4.7m), and the receipt of £0.2m
R&D tax credits from HMRC relating to 2024. Cash utilisation was in line
with the Board's expectations.
In November, the Group raised £5.9m gross, expenses for the fundraise
totalled £0.5m with net proceeds of £5.4m. As at 31 December 2025 the
Group's net cash was £5.6m (2024: £2.8m), and it remains debt free.
Alex Tristram
Finance Director
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2025
Year Year
ended ended
31 31
December December
2025 2024
Notes £'000 £'000
Continuing operations
REVENUE 2 242 161
Cost of sales (60) (22)
GROSS PROFIT 182 139
Administrative expenses 3 (3,791) (4,830)
Adjusted EBITDA* (3,320) (4,365)
Share-based payment (expense) (131) (175)
Depreciation of tangible fixed assets (158) (151)
OPERATING LOSS (3,609) (4,691)
Net finance income 26 23
LOSS BEFORE TAX (3,583) (4,668)
Taxation 4 168 183
LOSS & TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (3,415) (4,485)
LOSS PER SHARE
Basic and diluted on loss from continuing operations 5 (0.62)p (1.08)p
Basic and diluted on total loss for the period 5 (0.62)p (1.08)p
* Adjusted EBITDA comprises loss on ordinary activities before interest, tax,
share-based payment expense, warrant expense, depreciation and amortisation.
Consolidated statement of changes in equity
For the year ended 31 December 2025
Share Share premium Deferred share capital Warrant reserve Merger reserve Foreign currency translation reserve Accumulated Total
capital losses
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December 2023 151 125,766 3,544 947 15,443 - (144,247) 1,604
Loss for the year - - - - - - (4,485) (4,485)
Loss and total comprehensive expense for the period - - - - - - (4,485) (4,485)
Transactions with owners, recorded directly in equity:
Issue of shares following placing and open offer 311 4,351 - - - - - 4,662
Exercise of share warrants 59 1,620 - - - - - 1,679
Cost of share issues - (517) - - - - - (517)
Share-based payment - - - - - - 175 175
Expense
Total contributions by and distributions to owners 370 5,454 - - - - 175 5,999
At 31 December 2024 521 131,220 3,544 947 15,443 - (148,557) 3,118
Loss for the year - - - - - - (3,415) (3,415)
Loss and total comprehensive - - - - - - (3,415) (3,415)
expense for the year
Transactions with owners,
recorded directly in equity:
Issue of shares following placing and open offer 340 5,616 - - - - - 5,956
Cost of share issues - (535) - - - - - (535)
Exercise of share options 1 11 - - - - - 12
Issue of warrants - (101) - 101 - - - -
Share-based payment - - - - - - 131 131
Expense
Total contributions by and 341 4,991 - 101 - - 131 5,564
distributions to owners
At 31 December 2025 862 136,211 3,544 1,048 15,443 - (151,841) 5,267
Consolidated statement of financial position
For the year ended 31 December 2025
At
At
31 December 31 December
2025 2024
Notes £'000 £'000
ASSETS
Non-current assets
Property, plant and equipment 64 93
Assets under construction 97 56
Right of use assets 484 664
Trade and other receivables - -
TOTAL NON-CURRENT ASSETS 645 813
Current assets
Inventories 113 154
Trade and other receivables 402 541
Bank deposits 4 4
Cash and cash equivalents 5,544 2,803
TOTAL CURRENT ASSETS 6,063 3,502
TOTAL ASSETS 6,708 4,315
LIABILITIES
Non-current liabilities
Right-of-use liabilities (429) (558)
Other payables (50) (80)
Deferred tax (38) (38)
TOTAL NON-CURRENT LIABILITIES (517) (676)
Current liabilities
Trade and other payables (924) (521)
TOTAL CURRENT LIABILITIES (924) (521)
TOTAL LIABILITIES (1,441) (1,197)
NET ASSETS 5,267 3,118
EQUITY
Share capital 6 862 521
Share premium 6 136,211 131,220
Deferred share capital 3,544 3,544
Warrant reserve 6 1,048 947
Merger reserve 15,443 15,443
Accumulated losses (151,841) (148,557)
TOTAL EQUITY 5,267 3,118
Consolidated statement of cash flows
For the year ended 31 December 2025
Year ended Year ended
31 December 31 December
2025 2024
Notes £'000 £'000
Operating activities
Loss before tax (3,583) (4,668)
Adjustment for non-cash items:
Depreciation of property, plant and equipment 29 43
Amortisation of Right of Use assets 129 108
Share-based payment 131 175
Finance income (56) (59)
Finance expense 30 36
Decrease in inventories 41 5
(Increase)/decrease in trade and other receivables 139 (188)
Increase/(decrease) in trade and other payables 383 (88)
Impairment - (39)
Cash used in operations (2,757) (4,675)
Tax receipts 168 183
Net cash outflow from operations (2,589) (4,492)
INVESTING ACTIVITIES
Purchases of property, plant and equipment (41) (68)
Sale of property, plant and equipment - 4
Finance income 56 59
Net cash inflow/(outflow) from investing activities 15 (5)
FINANCING ACTIVITIES
Proceeds from issue of share capital, net of costs 6 5,434 5,824
Payment of lease liabilities (89) (83)
Finance expense (30) (36)
Net cash inflow from financing activities 5,315 5,705
Increase in cash and cash equivalents 2,741 1,208
Cash and cash equivalents at start of year/period 2,803 1,595
Effect of exchange rate fluctuations on cash held - -
CASH AND CASH EQUIVALENTS AT END OF YEAR 5,544 2,803
Notes to the consolidated financial information
For the year ended 31 December 2025
1) BASIS OF PREPARATION
The financial information has been prepared in accordance with the recognition
and measurement principles of International Accounting Standards in conformity
with the requirements of the Companies Act 2006 and in accordance with the AIM
rules. The principal accounting policies of the Group have remained unchanged
from those set out in the Group's 2024 annual report.
The financial information has been prepared under the historical cost
convention and is presented in Sterling, rounded to the nearest thousand.
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined by section 434 of the Companies Act
2006. The financial information for the period ended 31 December 2025 was
approved by the Board on 27 April 2026 and has been extracted from the Group's
financial statements upon which the auditor's opinion is unmodified and does
not include a statement under section 498(2) or (3) of the Companies Act 2006.
The statutory accounts for the period ended 31 December 2025 will be posted to
shareholders at least 21 days before the Annual General Meeting and made
available on our website www.xerostech.com (http://www.xerostech.com/) . In
due course, they will be delivered to the Registrar of Companies. The
statutory accounts for the period ended 31 December 2024 have been delivered
to the Registrar of Companies.
The preparation of financial statements in conformity with UK-adopted
International Accounting Standards requires management to make judgements,
estimates and assumptions that affect the application of policies and reported
amounts of assets and liabilities, income, and expenses. The estimates and
associated assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances, the
results of which form the basis of making the judgements about carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
In preparing the financial information, management are required to make
accounting assumptions and estimates. The assumptions and estimation methods
are consistent with those applied to the annual report and financial
statements for the year ended 31 December 2024. Additionally, the principal
risks and uncertainties that may have a material impact on activities and
results of the Group remain materially unchanged from those described in that
annual report.
Business combinations and basis of consolidation
Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group and are deconsolidated from the date control ceases.
Intercompany transactions, balances and unrealised gains and losses on
transactions between Group companies are eliminated.
Where the acquisition is treated as a business combination, the purchase
method of accounting is used to account for the acquisition of subsidiaries by
the Group.
The cost of an acquisition is measured as the fair value of the assets given,
equity instruments issued and liabilities incurred or assumed at the date of
exchange. Acquisition costs are expensed as incurred. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date. The excess of the cost of acquisition over the fair value of the Group's
share of the identifiable net assets acquired is recorded as goodwill. If the
cost of the acquisition is less than the fair value of net assets of the
subsidiary acquired, the difference is recognised directly in the income
statement.
All intragroup balances and transactions, including unrealised profits arising
from intragroup transactions, are eliminated fully on consolidation.
Going Concern
As at 31 December 2025, the Group had £5.5m of cash and cash equivalents. At
this stage of its development, the Group incurs operating cash outflows and is
reliant on existing cash resources to fund its operations. The Group has made
recent commercial progress across its technology portfolio and expects to
generate higher levels of revenue in 2026 and 2027. The Directors consider
that the Group has and expects to generate sufficient cash to meet its
obligations as they fall due for at least 12 months following the date of this
report. The Directors also believe that these financial resources, alongside
the Group's existing and anticipated customer contracts, provide the Group
with a platform to bring it's technologies to commercialisation and cash
generation.
While the Group actively manages key customer stakeholders where appropriate
and remains confident in the underlying commercial potential of the Group's
technologies, the revenue anticipated be generated by these contracts is
reliant on the actions of third parties. As a result, the Directors keep the
Group's ongoing cash forecast and the associated going concern assessment
under regular review, in light of any changes to the expected revenue profile
of the Group. The Directors consider that the Group's cash balances, alongside
revenue expectations and the ability to influence the SG&A spending of the
Group, all provide comfort over the Group's going concern status.
The Group is subject to a number of risks, including those as set out in the
strategic report with the Group's Annual Report. These risks include the
global macro-economic conditions, particularly in the global markets in which
the Group and its partners operate. The going concern assessment as carried
out by the Directors has taken the impact of these into account as far as
possible. While this inclusion does not change the assessment of the Directors
in respect of going concern, the Group remains reliant on the progress of
international licence partners in order for it to execute the
commercialisation strategy.
When making their going concern assessment the Directors assess available and
committed funds against all non-discretionary expenditure, and related cash
flows, as forecast for the period ended 31 December 2027. These forecasts
indicate that the Group is able to settle its liabilities as they fall due in
the forecast period. In these forecasts the Directors have considered
appropriate sensitivities, including the progress of the Group's commercial
contracts.
2) SEGMENTAL REPORTING
The financial information by segment detailed below is frequently reviewed by
the Chief Executive Officer, who has been identified as the Chief Operating
Decision Maker ("CODM"). The Group considers that it currently has one
operating segment and reports revenue by type.
An analysis of revenues by type is set out below:
Year Year
ended ended
31 December 31 December
2025 2024
£'000 £'000
Sale of goods 157 48
Rendering of services 15 50
Licensing revenue 70 63
242 161
The Group had three customers responsible for more than 10% of revenue, who
were responsible for 35%, 23% and 20% respectively.
During the year ended 31 December 2024 the Group had two customers responsible
for more than 10% of revenue, who were responsible for 49% and 31%
respectively.
An analysis of revenues by geographic location of customers is set out below:
Year Year
ended ended
31 December 31 December
2025 2024
£'000 £'000
Europe 137 139
North America 16 8
Rest of the World 89 14
242 161
3) LOSS FROM OPERATIONS
Year Year
ended ended
31 December 31 December
2025 2024
£'000 £'000
Loss from operations is stated after charging to
administrative expenses:
Foreign exchange (gains)/losses (9) 10
Depreciation of plant and equipment (note 10) 158 151
Short term and low value rentals 6 7
Staff costs (excluding share-based payment charge) 2,240 2,049
Research and development 114 591
Auditors remuneration:
- Audit of these financial statements 27 21
- Audit of financial statements of subsidiaries of the company 26 24
- Audit related assurance services 3 3
Total auditor's remuneration 56 48
4) TAXATION
Tax on loss on ordinary activities
Year Year
ended ended
31 December 31 December
2025 2024
£'000 £'000
Current tax:
UK Tax credits received in respect of prior periods (169) (195)
Foreign taxes paid 1 12
(168) (183)
Deferred tax:
Origination and reversal of temporary timing differences - -
Tax credit on loss on ordinary activities (168) (183)
The credit for the year can be reconciled to the loss before tax per the
statement of profit or loss and other comprehensive income as follows:
Factors affecting the current tax charges
The tax assessed for the year varies from the main company rate of corporation
tax as explained below:
Year Year
ended ended
31 December 31 December
2025 2024
£'000 £'000
The tax assessed for the period varies from the main company rate of
corporation tax as explained below:
Loss on ordinary activities before tax (3,583) (4,668)
Tax at the standard rate of corporation tax 25% (2024: 19%) (896) (1,167)
Effects of:
Expenses not deductible for tax purposes 33 22
Research and development tax credits receivable (169) (195)
Unutilised tax losses for which no deferred tax asset is 863 1,145
recognised
Foreign taxes paid 1 12
Tax credit for the year (168) (183)
The Group accounts for Research and Development tax credits where there is
certainty regarding HMRC approval. The Group has received a tax credit in
respect of the year ended 31 December 2024. There is no certainty regarding
the claim for the year ended 31 December 2025 and as such no relevant credit
or asset is recognised.
5) LOSS PER SHARE (BASIC AND DILUTED)
Basic loss per share is calculated by dividing the loss attributable to equity
holders of the parent by the weighted average number of ordinary shares in
issue during the year. Diluted loss per share is calculated by adjusting the
weighted average number of ordinary shares in issue during the period to
assume conversion of all dilutive potential ordinary shares.
Year Year
ended ended
31 December 31 December
2025 2024
£'000 £'000
Total loss from continuing operations (3,415) (4,485)
Total loss attributable to the equity holders of the parent (3,415) (4,485)
No. No.
Weighted average number of ordinary shares in issue during the year 553,076,022 414,109,299
Loss per share
Basic and diluted on loss from continuing operations (0.62)p (1.08)p
Basic and diluted on total loss for the year (0.62)p (1.08)p
The weighted average number of shares in issue throughout the period is as
follows.
Year Year
ended ended
31 December 31 December
2025 2024
Issued ordinary shares at 1 January 2025/1 January 2024 520,686,413 150,982,917
Effect of shares issued for cash 32,389,609 263,126,382
Weighted average number of shares at 31 December 553,076,022 414,109,299
The Company has issued employee options over 40,957,842 (31 December 2024:
36,222,942) ordinary shares which are potentially dilutive. There is, however,
no dilutive effect of these issued options as there is a loss for each of the
periods concerned.
6) SHARE CAPITAL AND WARRANTS
Share capital Share premium Deferred share capital Merger reserve Warrant reserve Total
Number £'000 £'000 £'000 £'000 £'000 £'000
Total ordinary shares of 0.1p each as at 31 December 2023 150,982,917 151 125,766 3,544 15,443 947 145,851
Issue of ordinary shares as a result of placing and open offer 310,789,561 311 4,351 - - - 4,662
Issue of ordinary shares as a result of warrants 58,913,935 59 1,620 - - - 1,679
Costs of share issues - - (518) - - - (518)
Total ordinary shares of 0.1p each as at 31 December 2024 520,686,413 521 131,2 3,544 15,443 947 151,675
Issue of ordinary shares as a result of placing and open offer 340,373,229 340 5,616 - - - 5,956
Issue of ordinary shares as a result of exercise of options 801,144 1 11 - - - 12
Warrant expense - (101) - - 101 -
Costs of share issues - (535) - - - (535)
Total ordinary shares of 0.1p each as at 31 December 2025 861,860,786 862 136,211 3,544 15,443 1,048 157,108
The Group undertook a share capital reorganisation exercise during the year
ended 31 December 2022, splitting the ordinary shares with a nominal value of
15p into ordinary shares of 0.1p and deferred shares of 14.9p. The new
deferred shares have no significant rights attached to them and carry no
right to vote or participate in distribution of surplus assets and have not
been admitted to trading on the AIM market of the London Stock Exchange plc,
nor will they in the future. Accordingly, deferred shares are excluded from
the calculation of earnings per share in note 5.
Number
Total deferred shares of 14.9p each as at 31 December 2023 23,784,483
Total deferred shares of 14.9p each as at 31 December 2024 23,784,483
Total deferred shares of 14.9p each as at 31 December 2025 23,784,483
As permitted by the provisions of the Companies Act 2006, the Company does not
have an upper limit to its authorised share capital.
The following is a summary of the changes in the issued share capital of the
Company during the period ended 31 December 2025:
a) On 10 June 2025, 801,144 ordinary shares of 0.1p per share were allotted at a
price of 1.5p per share, for total cash considerations of £12,017 upon the
exercise of share options.
b) On 7 November 2025, 10,857,143 ordinary shares of 0.1p per share were allotted
at a price of 1.75p per share, for total cash considerations of £190,000 upon
a placing & retail offer.
c) On 10 November 2025, 3,428,571 ordinary shares of 0.1p per share were allotted
at a price of 1.75p per share, for total cash considerations of £60,000 upon
a placing & retail offer.
d) On 11 November 2025, 28,571,428 ordinary shares of 0.1p per share were
allotted at a price of 1.75p per share, for total cash considerations of
£500,000 upon a placing & retail offer.
e) On 24 November 2025, 85,714 ordinary shares of 0.1p per share were allotted at
a price of 1.75p per share, for total cash considerations of £1,500 upon a
placing & retail offer.
f) On 26 November 2025, 28,571,428 ordinary shares of 0.1p per share were
allotted at a price of 1.75p per share, for total cash considerations of
£500,000 upon a placing & retail offer.
g) On 27 November 2025, 104,525,731 ordinary shares of 0.1p per share were
allotted at a price of 1.75p per share, for total cash considerations of
£1,829,200 upon a placing & retail offer.
h) On 1 December 2025, 146,350,213 ordinary shares of 0.1p per share were
allocated at a price of 1.75p per share, for total cash considerations of
£2,561,129 upon a placing & retail offer.
i) On 2 December 2025, 17,983,001 ordinary shares of 0.1p per share were
allocated at a price of 1.75p per share, for total cash consideration of
£314,703 upon a placing & retail offer.
At 31 December 2025, the Company had two classes of share, being ordinary
shares of 0.1p each and deferred shares of 14.9p each.
The Group's Share Capital reserve represents the nominal value of the ordinary
shares in issue. The Group's Share Premium Reserve represents the premium the
Group received on issue if its shares. The Group's Deferred Share Capital
reserve represents the nominal value of the deferred shares in issue. The
Merger Reserve arose on the combination of companies within the Group prior to
the flotation on AIM.
As part of the placing completed in December 2025 the Group issued warrants to
purchase ordinary shares of 0.1p for a fixed fee of 2p per share. The warrant
exercise lapse date is 28 November 2028.
Number of warrants Weighted average exercise price (p) Weighted average contractual life (years)
At 31 December 2023 127,192,846 2.85 0.1
Exercised in the period (58,913,935) 2.85 1.5
Expired warrants (68,278,911) 2.85 (1.4)
At 31 December 2024 - - -
Issued in the period 10,714,286 2.00 3.0
At 31 December 2025 10,714,286 2.00 2.9
7) RELATED PARTY TRANSACTIONS
During the year, the Group entered into transactions, in the ordinary course
of business, with other related parties. Those transactions with directors are
disclosed below. Transactions entered into, along with trading balances
outstanding at each period end with other related parties, are as follows:
Purchases from related party Amounts owed to related party Purchases from related party Amounts owed to related party
31 December 31 December 31 December 31 December
2025 2025 2024 2024
Related party Relationship £000 £000 £000 £000
Amati Global Investors Limited Shareholder (note 1) - - 13 -
Kinetix Corporate Finance LLP Director in common (note 2) 26 - - -
Note 1: Amati Global provide a board observer to the Board and invoice the
group for related fees.
Note 2: David Armfield is a designated member of Kinetix Corporate Finance who
provided the Group with corporate finance services as part of the fundraise in
2025.
Terms and conditions of transactions with related parties
Purchases between related parties are made on an arm's length basis.
Outstanding balances are unsecured, interest free and cash settlement is
expected within 60 days of invoice.
Transactions with Key Management Personnel
The Company's key management personnel comprise only the Directors of the
Company. During the period, the Company entered into the following
transactions in which the Directors had an interest:
Directors' remuneration:
Remuneration received by the Directors from the Company is set out below.
Further detail is provided within the Directors' remuneration report:
Year Year
ended Ended
31 December 31 December
2025 2024
£000 £000
Short-term employment benefits* 578 446
*In addition, certain Directors hold share options in the Company for which a
fair value share based charge of £104,000 has been recognised in the
consolidated statement of profit or loss and other comprehensive income (year
ended 31 December 2024: £175,000)
The highest-paid Director in the year received a total remuneration of
£301,000 (year ended 31 December 2024: £221,000). During the year ended 31
December 2025, the Company entered into numerous transactions with its
subsidiary companies which net off on consolidation - these have not been
shown above.
Forward-looking statements
This announcement may include certain forward-looking statements, beliefs or
opinions, including statements with respect to Xeros' business, financial
condition and results of operations. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other various or comparable
terminology. These statements are made by the Xeros Directors in good faith
based on the information available to them at the date of this announcement
and reflect the Xeros Directors' beliefs and expectations. By their nature
these statements involve risk and uncertainty because they relate to events
and depend on circumstances that may or may not occur in the future. A number
of factors could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements, including,
without limitation, developments in the global economy, changes in government
policies, spending and procurement methodologies, and failure in health,
safety or environmental policies.
No representation or warranty is made that any of these statements or
forecasts will come to pass or that any forecast results will be achieved.
Forward-looking statements speak only as at the date of this announcement and
Xeros and its advisers expressly disclaim any obligations or undertaking to
release any update of, or revisions to, any forward-looking statements in this
announcement. No statement in the announcement is intended to be, or intended
to be construed as, a profit forecast or to be interpreted to mean that
earnings per Xeros share for the current or future financial years will
necessarily match or exceed the historical earnings. As a result, you are
cautioned not to place any undue reliance on such forward-looking statements.
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. END FR IRMPTMTMTBFF
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