Audited Preliminary Results and Annual Report
Summary by AI BETAClose X
Allergy Therapeutics plc
(“Allergy Therapeutics” or the “Company” or “Group”)
Audited Preliminary Results and publication of Annual Report for the Year ended 30 June 2026
- Revenue up 9% to £59.9m (2025: £55.0m), with growth accelerating to over 12% in the second half following the launch of Grassmuno® in Germany
- Balance sheet strengthened: shareholder loans repaid in full, new £40m senior secured facility with Hayfin, and year-end cash of £24.2m (2025: £12.8m)
- Strong revenue growth expected in the year ending 30 June 2027, the first year to benefit from a full high season of Grassmuno availability
- Post-period end, Helge Weiner-Trapness appointed Executive Chairman, succeeding Peter Jensen OBE
13 November 2026 – Allergy Therapeutics plc (AIM: AGY), the fully integrated commercial biotechnology company specialising in allergy immunotherapies, today announces its audited preliminary results for the year ended 30 June 2026.
Highlights
Financial (including post-period end)
- Revenue of £59.9m (2025: £55.0m), up 9% on a reported basis and c.5% on a constant currency basis*.
- On a constant currency basis, revenue in Germany, the Group’s largest market, grew by 5%, despite the continued phase-out of unregistered products under Germany’s TAV programme, and in Spain, its second largest market, by 12%.
- H2 2026 revenues of £23.6m (H2 2025: £21.0m), up over 12% on a reported basis (9% at constant currency*), compared with growth of 7% (3% at constant currency) in the first half.
- Operating loss of £38.6m (2025: £28.2m loss). Adjusted EBITDA** loss of £14.9m (2025: £9.0m loss), reflecting continued focus on strategic investments to support future growth, including Grassmuno® costs incurred before launch, with the launch taking place later than planned at the end of the peak season in mid-January.
- R&D expenditure of £19.1m (2025: £15.4m), reflecting continued progression of the G308 paediatric Phase III trial and the PROTECT trial of VLP Peanut.
- Shareholder lenders exercised all 1,375,000,000 warrants associated with the shareholder loan facility, generating aggregate proceeds of £55m, which were applied to repay all outstanding indebtedness owed to them. A new £50m unsecured shareholder loan facility was put in place, undrawn at 30 June 2026.
- In February 2026, the Group amended its senior secured loan facility with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a fund advised by Hayfin Capital Management LLP, under which a new £40m senior secured facility was made available and immediately drawn down to drive future investment.
- Cash balance of £24.2m at 30 June 2026 (2025: £12.8m).
- On 29 October 2026, the Company received a commitment from the shareholder lenders to make available £50m, as and when requested by the Company during the going concern period, as a loan under the previously uncommitted Renewed Shareholder Facility.
Operational (including post-period end)
- Marketing authorisation granted for subcutaneous grass pollen allergen immunotherapy, Grassmuno, in adults by the German regulatory authority, the Paul Ehrlich Institut (PEI). Grassmuno launched in Germany on 15th January 2026, after the majority of the September to February peak treatment season, with an encouraging initial response from prescribing clinicians.
- Publication of the adult Phase III Grass MATA MPL programme completed, with three papers in Allergy, the official journal of the European Academy of Allergy and Clinical Immunology (EAACI).
- G308 Phase III paediatric trial of Grass MATA MPL progressed into its second year of recruitment, with short-term safety data from the first year presented at the American Academy of Allergy, Asthma & Immunology (AAAAI) and EAACI congresses. A full analysis of short-term safety and efficacy is expected in Q4 2026.
- The VLP Peanut Phase I/IIa PROTECT trial met its primary safety endpoint. Data from 48 participants, comprising healthy volunteers and peanut-allergic patients, showed that a 2,000-fold increase from the starting dose was safe and well tolerated. Biomarker data in peanut-allergic patients showed a strong dose-dependent immunomodulating response. Preparations are ongoing for a Phase IIb trial.
- Board strengthened in January 2026 with the appointments of Helge Weiner-Trapness as Chief Strategy Officer and Executive Director, and Lawrence Allen Wang as an independent Non-Executive Director.
- On 28 July 2026, Helge Weiner-Trapness was appointed Executive Chairman, providing additional corporate and strategic leadership alongside Manuel Llobet, Chief Executive Officer. Helge succeeded Peter Jensen OBE, who stepped down as Non-Executive Chairman after more than 15 years with the Group. Peter remains on the Board as a Non-Executive Director to support the transition and will not stand for re-election at the next Annual General Meeting.
- On 3 November 2026, the Company announced its intention to propose the cancellation of admission of the Company’s ordinary shares to trading on AIM and re-registration of the Company as a private company limited by shares, subject to shareholder approval at the Annual General Meeting.
Outlook
- The TAV transition period in Germany will soon be concluding, and the first full high season since the launch of Grassmuno began in September 2026, positioning the Group for further acceleration in sales momentum.
- The Board expects the Group to achieve strong revenue growth for the year ending 30 June 2027.
Manuel Llobet, CEO of Allergy Therapeutics, stated: “2026 was a year of important progress for Allergy Therapeutics. The approval and launch of Grassmuno gave us a registered, short-course grass pollen immunotherapy in Germany, our largest market, and Group revenue growth accelerated to over 12 percent in the second half, despite that launch occurring after most of the peak treatment season had passed.
“The PROTECT trial of VLP Peanut met its primary safety endpoint and produced strong biomarker data in peanut-allergic patients. That data is now informing dose selection for a Phase IIb trial, which will be the next step in establishing clinical efficacy.
“We also strengthened the Group’s financial foundations, repaying our shareholder debt in full and securing new funding from Hayfin. Going forwards, maintaining financial discipline whilst achieving sustainable revenue growth is our priority. With the TAV transition soon concluding and the first full high season for Grassmuno underway, we expect to achieve strong revenue growth this financial year, with the opportunity to pursue additional registrations for the product in further markets over time.
“I would like to take this opportunity to reiterate my thanks to Peter Jensen for his leadership as Chairman over many years. I would also like to extend my welcome to Helge in his new role as Executive Chairman and look forward to working together to further the Group’s growth ambitions and international strategy and building a path towards sustainable long-term value.”
*Constant currency uses prior year weighted average exchange rates to translate current year foreign currency denominated revenue to give a year-on-year comparison excluding the effects of foreign exchange movements.
**Adjusted EBITDA reflects earnings before interest, tax, depreciation, amortisation and impairment, adjusted to exclude the impact of research and development, non-recurring items, equity settled long term incentive plans and gains or losses arising on fundraising activities. Adjusted EBITDA is an alternative performance measure to aid users in understanding the underlying operating performance of the Group.
Market Abuse Regulation
This announcement contains inside information for the purposes of the UK Market Abuse Regulation (EU No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). The person responsible for arranging for the release of this announcement on behalf of the Company is Manuel Llobet, Chief Executive Officer.
For further information, please contact:
Allergy Therapeutics
Manuel Llobet, Chief Executive Officer
Shaun Furlong, Chief Financial Officer
+44 (0)1903 845 820
Cavendish Capital Markets Limited (Nominated Adviser and Broker)
Geoff Nash / Giles Balleny / Seamus Fricker
Nigel Birks - Life Science Specialist Sales
+44 (0)20 7220 0500
ICR Healthcare
Mary-Jane Elliott / David Daley / Phillip Marriage
+44 (0)20 3709 5700
allergytherapeutics@icrhealthcare.com
Notes for editors:
About Allergy Therapeutics
Allergy Therapeutics is an international commercial biotechnology company, headquartered in the UK, focussed on the treatment and diagnosis of allergic disorders, including aluminium free immunotherapies that have the potential to cure disease. The Group sells proprietary and third-party products from its subsidiaries and branches in nine major European countries and via distribution agreements in an additional four countries. For more information, please see www.allergytherapeutics.com.
Chairman and Chief Executive Officers’ review
Introduction
This year was an important period for Allergy Therapeutics, combining commercial and clinical progress with continued investment in the Group’s portfolio. While these developments provide a stronger platform for the future, the Group continues to operate in a challenging regulatory and commercial environment. Our priority is therefore to convert recent progress into sustainable revenue growth while maintaining financial discipline.
Chief among the year's achievements was the regulatory approval in Germany, and subsequent commercial launch, of Grassmuno®, the first subcutaneous grass pollen immunotherapy approved under Germany’s TAV regulatory programme.
The balance sheet was strengthened during the year, enabling continued investment in selected commercial and R&D priorities. We enter the year ahead with improved liquidity, but with a continued need to balance investment in our portfolio and pipeline of next-generation allergy immunotherapy products and wider corporate initiatives.
Financial performance
Commercial momentum is accelerating, with net sales increasing to £59.9 million, supported by continued demand across key European markets, particularly Germany and Spain, notwithstanding that the approval and launch of Grassmuno® in Germany occurred late in the financial year and therefore did not materially benefit the 2025/26 peak allergy season.
The Group continued to invest in its strategic priorities during the year, including progression of the G308 paediatric study and continued development of VLP Peanut. The Group also incurred launch-related sales and marketing costs in preparation for Grassmuno®, which contributed to an increased Adjusted EBITDA loss for the year.
The Group’s funding position was supported during the period by its major shareholders and funding partners. This included further drawdowns under available loan arrangements and the exercise of warrants by SkyGem Acquisition Limited, Southern Fox Investments Limited and Hayfin Healthcare Opportunities LuxCo S.a r.l. This continued support provided important financial backing for the Group’s commercial, regulatory and clinical priorities.
Commercial execution
Grassmuno® drives expansion in largest market
The Paul-Ehrlich-Institut granted marketing authorisation for Grassmuno® in Germany in December 2025, and the product was launched on 15 January 2026. It is the first subcutaneous grass pollen immunotherapy authorised under Germany’s TAV regulatory programme and is designed as a short-course treatment which is completed before the allergy season. Initial clinician response was encouraging and the launch contributed to the improvement in second-half revenue growth. However, commercialisation began after much of the peak treatment season and the scale and durability of adoption will need to be demonstrated over subsequent seasons.
The approval of the product in Germany lays the foundation for our broader growth strategy, and we believe Grassmuno® can become a material driver of growth for the Group. We continue to evaluate the potential for further registrations across additional major global markets.
Clinical development
VLP Peanut reaches a pivotal milestone
Our innovative, short-course peanut allergy vaccine candidate, VLP Peanut, made significant progress during the year. The Phase I/IIa PROTECT trial completed dosing across all planned cohorts, and in December 2025 the trial achieved its primary safety endpoint: a 2,000-fold increase in dose from the starting level was shown to be safe and well tolerated across 48 participants, including both healthy volunteers and peanut-allergic patients.
Biomarker data from the trial showed a consistent dose-dependent immunomodulating response across the panel studied, including statistically significant changes at the highest dose in basophil sensitivity and Ara h2-specific IgG. These findings, observed after three injections over two to three months, support further clinical evaluation. They do not, however, establish clinical efficacy: that will need to be assessed in later-stage studies using clinical endpoints, including food challenge.
The safety and biomarker data from PROTECT are informing dose selection and preparations for a Phase IIb trial intended to evaluate clinical efficacy via food challenge. VLP Peanut remains an early-stage development programme and its further development is subject to successful trial design, regulatory engagement, funding and future clinical outcomes. If those steps are successful, it may offer a differentiated short-course treatment approach for peanut allergy.
Building the evidence base for Grass MATA MPL
Beyond the German approval of Grassmuno®, we continued to invest in the broader Grass MATA MPL development programme. In October 2025, we commenced screening for the second year of recruitment in our Phase III G308 trial, designed to evaluate the immunotherapy candidate in a paediatric population.
Short-term safety data from the first year of the trial, presented at the 2026 American Academy of Allergy, Asthma & Immunology (AAAAI) Annual Meeting and the European Academy of Allergy and Clinical Immunology (EAACI) Congress 2026, demonstrated the candidate’s benign safety profile in children and adolescents and a low rate of trial discontinuation, further strengthening the evidence base supporting the use of Grass MATA MPL in younger patients. We also completed the final stage of publication in our adult clinical evaluation programme for Grass MATA MPL, with three papers in Allergy, the official journal of EAACI, confirming the statistically significant and clinically meaningful effect of Grass MATA MPL across the adult Phase III programme and further validating the product’s profile.
Demonstrating scientific leadership
Communicating our science to the healthcare community remains central to our mission, and Allergy Therapeutics maintained its long-established, significant presence at the major allergy-focused scientific conferences this year. At the AAAAI Annual Meeting in Philadelphia in February 2026, we presented three posters spanning our pollen and food-allergy portfolios. At the EAACI Congress in Istanbul in June 2026, our extensive presence included 15 posters and oral presentations, together with a dedicated symposium, co-chaired by leading independent researchers from Imperial College London, who we are proud to work alongside.
We were also thrilled to continue our support of the EAACI Early Career Research Award, which was presented this year to Dr Juan Luis Paris of the Instituto de Investigación Biomédica de Málaga, whose work on bio- and nano-materials for therapeutic immunomodulation reflects the kind of research excellence we are committed to fostering across the field. Encouraging the next generation of allergy researchers remains an important part of how we see our role, as a scientific leader in allergy immunotherapy as well as a commercially focused business.
Corporate developments
Furthering ambitions for global leadership
The Board evolved significantly during the year to support the Group's long-term international growth strategy. In January 2026, Helge Weiner-Trapness joined as Chief Strategy Officer and Executive Director, bringing more than 30 years of investment banking experience across the US and Asia, and Lawrence Allen Wang joined as an independent Non-Executive Director, bringing more than 20 years of healthcare and investment expertise. Post-period, in July 2026, Helge succeeded Peter Jensen OBE as Non-Executive Chairman, taking on the role of Executive Chairman. Peter reflects on the year and these changes in his message alongside this review.
During the year ended 30 June 2026, the Group continued to evaluate a potential dual primary listing on the Main Board of The Stock Exchange of Hong Kong Limited alongside its existing admission to trading on AIM. Following the year end, on 3 November 2026, the Company announced its intention to seek shareholder approval at the forthcoming Annual General Meeting for: (i) cancellation of admission of the Company's ordinary shares to trading on AIM (the “Cancellation”); (ii) re-registration of the Company as a private company limited by shares (the “Re-registration”); and (iii) adoption of new articles of association appropriate for the Company following Re-registration (the "New Articles"). The proposals remain subject to shareholder approval and the applicable statutory and regulatory processes. As at the date of approval of this Annual Report, the Company remains a public limited company and its ordinary shares remain admitted to trading on AIM. Cancellation and Re-registration are separate steps. Re-registration will take effect only when the Registrar of Companies issues the certificate of incorporation on re-registration; the New Articles are intended to take effect at that time. Separately, the Company continues to consider a potential primary listing on the Main Board of The Stock Exchange of Hong Kong Limited (the "Hong Kong Primary Listing"). That initiative remains under consideration and has not been abandoned as a consequence of the proposed Cancellation. No decision has been taken to proceed and any listing would remain subject to, among other matters, market conditions, regulatory approvals, execution requirements and the availability of appropriate financing. The timing of any completion is also relevant to the maturity of the Hayfin facilities. The Board will continue to assess whether the initiative supports the Group’s Asia strategy and long-term interests, taking account of its cost, complexity and demands on management.
On behalf of the whole Board, and the wider company, we would like to thank Peter for his outstanding contributions and leadership over more than 15 years with the Group. The strength and resilience of the company today are testament to his commitment and significant efforts.
Outlook
The first full high season following the launch of Grassmuno®, together with continued growth in the registered portfolio, provides an opportunity to build commercial momentum. The Group currently expects strong year-on-year revenue growth in the year to 30 June 2027. Delivery is not assured and will depend on clinician adoption, market conditions, competing products, operational execution and the timing and outcome of regulatory and clinical programmes. Against that background, the Board’s focus is on disciplined commercial execution, progressing the pipeline in a capital-conscious manner and building a path towards sustainable long-term value.
Helge Weiner-Trapness
Executive Chairman
Manuel Llobet
Chief Executive Officer
A message from Peter Jensen OBE
It has been an immense privilege to serve as Chairman of Allergy Therapeutics since 2011, and I am proud that my final year in the role was one of such significant progress. The approval and launch of Grassmuno® in Germany, together with the Group’s wider portfolio, have positioned Allergy Therapeutics for success in EU, non-EU and US markets.
The Board also evolved during the year to support the Group’s international ambitions. In January 2026, we welcomed Helge Weiner-Trapness as Chief Strategy Officer and Executive Director, alongside Lawrence Allen Wang as an independent Non-Executive Director, both bringing deep investment and healthcare expertise as the Group evaluates a potential dual listing in Hong Kong.
With these foundations in place, I decided the time was right to step down, and in July 2026 Helge succeeded me as Executive Chairman. I am confident that, with Helge’s executive leadership of the Board and Manuel’s continued stewardship as CEO, Allergy Therapeutics is well placed to deliver on its next phase of growth.
I will support the Board as a Non-Executive Director through the transition until the next Annual General Meeting. My thanks go to my Board colleagues and to the people across this company. I wish everybody great success in the years ahead.
Peter Jensen OBE
Non-Executive Director and former Chairman
Financial review
Reconciliation of loss before tax to Adjusted EBITDA
Adjusted EBITDA is not defined by IFRS and therefore may not be directly comparable with other companies’ performance measures. This is not intended to be a substitute for, or superior to, IFRS measurements.
|
|
2026 £’m |
2025 £’m |
|
Loss before taxation |
(50.1) |
(39.2) |
|
Net finance expense |
8.0 |
6.8 |
|
Depreciation |
4.1 |
3.6 |
|
Amortisation |
0.5 |
0.6 |
|
Impairment of property, plant and equipment |
0.8 |
— |
|
Research and development |
19.1 |
15.3 |
|
Other income |
(2.3) |
(1.2) |
|
Share-based payment expense |
1.6 |
0.9 |
|
Revaluation of warrant instrument held at fair value |
3.4 |
4.6 |
|
Gain on modification of shareholder loan |
— |
(0.4) |
|
Adjusted EBITDA |
(14.9) |
(9.0) |
Business performance
Overview
The Group financial performance for the year demonstrates commercial momentum is accelerating with revenue for the full year of £59.9m up 9% on the previous year 2025: £55.0m). Both Germany and Spain grew in the year at over 8% and 16% respectively. The performance in Germany is positive given the transition away from unregistered products under Germany's TAV programme during the period, and with Grassmuno® being launched in mid-January 2026, it missed the majority of the peak treatment season of September-February. The performance therefore reflects strong underlying growth in the Group's German registered product portfolio, comprising Pollinex® and Venomil® as well as Grassmuno®.
On a constant currency basis revenue grew at 5%, with revenue in Germany increasing by 5% due to the reasons mentioned above.
The year ended 30 June 2026 was a year of important progress for the Group; with the ongoing transition during the period away from unregistered products under Germany's TAV programme continuing to weigh on the Group's results, particularly in the first half of the fiscal year. Despite this headwind the Group still grew revenues in H1. The second half of FY26 commenced with the launch of Grassmuno®, the first subcutaneous grass pollen immunotherapy approved under the TAV programme. Its approval represents a significant milestone for the Group's grass allergy franchise and provides a foundation from which the Group intends to pursue potential registrations in further markets over time. This launch at the end of the peak season has supported an accelerated growth rate in H2 2026 and has been underpinned by strong growth in the rest of the Group's registered product portfolio.
Total administrative expenses excluding R&D increased by £8.0m to £51.3m. This reflects the significant increase in selling, marketing and distribution costs supporting the launch of Grassmuno including the recruitment of new staff in Germany. Investment also continues to be made in other growth initiatives across the Group. The Group has also recognised impairments in respect of the Italy and Switzerland markets amounting to £0.8m (2025: £nil), driven by a shift in the forecast relative product and market mix of the Group’s revenue going forward as the Group prioritises its registered product portfolio, a strategy that inevitably does not impact all markets in the same way.
The Group has continued to selectively invest in its programme of clinical trials. R&D spend increased by 24% to £19.1m (2025: £15.4m), mainly due to the ongoing five-year long paediatric study (G308), which commenced last year, and successful progression of the Phase I/IIa VLP Peanut PROTECT trial with no adverse safety signals observed to date.
The Group measures the commercial performance of the business by monitoring Adjusted EBITDA, the Group achieved an Adjusted EBITDA loss of £14.9m for the year (2025: loss £9.0m). The loss before tax was £50.1m (2025: £39.2m). The increased Adjusted EBITDA loss was primarily a reflection of significant costs in relation to Grassmuno sales, marketing and promotion incurred before launch, with the launch taking place later than planned at the end of the peak season in mid-January. With greater awareness of the product and a full peak season during the autumn of 2026, it is expected that there will be stronger Grassmuno revenues during full year 2027.
Other income in the year of £2.3m (2025: £1.2m) relates to R&D tax credits in the UK and Spain, the increase is consistent with the increase in R&D spend in the year as well as increased scope of amounts eligible for recovery in the UK.
Financing costs
Financing costs increased by £1.3m to £8.5m (2025: £7.2m) as a result of the Hayfin loan now being the primary source of financing after the Shareholder loan was converted into equity. The loans drawn down in the year have been primarily used to fund the R&D programmes, capital expenditure and working capital.
Earnings per share
Basic loss per share for the year was (0.90) pence (2025: (0.84) pence), the reduction primarily driven by the increased loss more than offsetting the increase in the weighted average number of ordinary shares for the period.
Tax
The current year tax charge is predominantly comprised of liabilities for tax in the German, Spanish and UK subsidiaries. The overall charge in the income statement is £1.4m (2025: £0.9m). As at 30 June 2026, the Group had approximately £251.4m of unutilised UK tax losses (2025: approximately £196.0m) available for offset against future profits.
Balance sheet
During the year the Group continued to upgrade the manufacturing facility in Worthing to strengthen production output, particularly with the launch of Grassmuno. In October 2025 the Group also purchased land in Spain which has the potential to be used in the future for a new manufacturing facility to expand output. Property, plant and equipment additions in the year were £4.9m (2025: £3.3m), reflecting the land purchase and the continuing upgrade of plant in both the UK and Spain.
Inventories have increased to £15.7m (2025: £13.9m) which mainly reflects the increased costs of certain raw materials, in particular MPL which is a core component of key products. Trade and other receivables have increased to £10.2m from £5.9m mainly due to £4.0m of prepaid fees in the exploration of the Hong Kong listing. These will be capitalised to equity upon listing or expensed if the listing does not proceed.
Cash and cash equivalents were significantly higher at £24.2m (2025: £12.8m). The operating cash outflow was £31.6m (2025: £28.1m) as a result of the operating loss for the period, and £4.4m investing outflow (2025: £2.9m), primarily on the purchase of property, plant and equipment, offset by a net £47.3m inflow from financing activities (2025: £31.2m) due to the increased funding from the Hayfin and shareholder loans.
Trade and other payables have increased to £19.1m from £13.6m mainly due to invoices related to the exploration of the Hong Kong listing as well as new supplies of MPL received towards the end of the year. Derivative financial instruments also reduced from £10.5m to nil as the derivative was extinguished as part of the Hayfin refinancing.
Retirement benefit obligations, which relate solely to the German pension scheme, reduced slightly to £8.3m (2025: £8.6m).
Net liabilities of the Group decreased from £28.2m to £10.4m, as a consequence of the conversion of the Shareholder loan and Hayfin embedded derivative to equity, partially offset by trading losses for the period.
Currency
Group Treasury policy mandates the use of forward exchange contracts to mitigate exposure to the effects of exchange rates where expenditure/income is committed and/or reasonably certain; however, throughout the financial year no hedge contracts were operated. This is due to security having been previously transferred from our primary banking provider to the shareholders as security for the shareholder loan and subsequently to Hayfin.
With over 85% of revenues and approximately 45% of costs (excluding research and development costs) denominated in Euros, and certain elements of research and development costs being denominated in US Dollars and Euros, movements in the currency markets may have an effect on the Group’s operational finances. It is the Group’s intention to reinstate its hedging policy as soon as practicable.
Financing
During the period from July to October 2025 the Company received a further £12.5m under the Amended Shareholder Facility, taking the total amount drawn to £50.0m (2025: £37.5m), or £55.0m including the £5.0m drawn in August 2024 and subsequently repaid in October 2024. On 29 October 2025, the Company received exercise notices from the Shareholder Lenders in respect of their 1,375,000,000 warrants, which would generate aggregate proceeds of £55.0m on exercise. The total amount owed by the Group to the Shareholder Lenders at the point of exercise was £54.0m, including all capitalised and accrued interest. The difference between the £55.0m warrant exercise proceeds and the amounts owed by the Group to the Shareholder Lenders at the point of exercise of £54.0m was satisfied in cash. As a result, all financial indebtedness owed by the Group to the Shareholder Lenders under the Amended Shareholder Facility, has effectively been repaid.
Subsequent to repayment of the Amended Shareholder Facility, the Lenders have agreed to provide a new £50m unsecured loan facility (the “Renewed Shareholder Facility”) on an uncommitted basis. The Renewed Shareholder Facility is available to draw down from 29 October 2025 until 15 July 2030, with interest payable at 12% per annum and a repayment date of 15 October 2030. There are no warrants attached to the drawdown of the facility extended under the Renewed Shareholder Facility. No amounts have been drawn under the Renewed Shareholder Facility at 30 June 2026.
On 20 February 2026, the Group entered into an amendment to the 2024 Hayfin Facility, under which a new £40m senior secured facility (the "2026 Hayfin Facility”) was made available to the Group. The Group immediately drew down the full £40m facility. The 2026 Hayfin Facility has substantially the same terms as the 2024 Hayfin Facility.
The term of the Hayfin loan depends on the outcome of the Group’s potential dual primary listing of ordinary shares on the Main Board of The Stock Exchange of Hong Kong (the "Hong Kong Listing"). If a Hong Kong Listing occurs by 31 December 2026, the duration of both the 2024 Hayfin Facility and the 2026 Hayfin Facility will be extended such that aggregate amounts drawn under the Facilities will be due for repayment on 20 February 2031. If the possible Hong Kong Listing does not complete by 31 December 2026, the repayment date of the 2024 Hayfin Facility and the 2026 Hayfin Facility will be 16 October 2029.
As part of the terms related to the 2026 Hayfin Facility, the Company also granted Hayfin rights to subscribe for 59,546,848 new Ordinary Shares at a subscription price of 0.1 pence per Ordinary Share (the "Subscription Rights").
As part of the terms related to the 2024 Hayfin Facility, the Company previously issued to Hayfin an initial 131,603,616 warrants to subscribe for new Ordinary Shares, representing approximately 2.7% of the issued share capital of the Company (at the time), with a nominal exercise price of 0.1 pence per warrant and exercisable for a period of ten years from the date of issue. Subsequent to the initial issuance of warrants, the Company issued a further 1,854,610 warrants (843,005 in the year ended 30 June 2026) to Hayfin on the same terms for no additional consideration, as a result of anti-dilution clauses contained within the Hayfin warrants instrument.
At the same time as entering into the 2026 Hayfin Facility, Hayfin exercised all of its Subscription Rights and warrants. Hayfin elected to exercise on a cashless basis, accordingly, a portion of Hayfin’s entitlement to new Ordinary Shares was therefore withheld and used to offset against the exercise/subscription price payable. Hayfin received 58,955,876 new Ordinary Shares in respect of the Subscription Rights and 132,133,723 new Ordinary Share in respect of the warrants, all fully paid.
The Directors have adopted the Going Concern basis in preparing the audited consolidated financial statements.
Post balance sheet events
On 3 November 2026, the Company announced its intention to propose the cancellation of admission of the Company’s ordinary shares to trading on AIM and re-registration of the Company as a private company limited by shares, subject to shareholder approval at the Annual General Meeting.
Dr. Shaun Furlong
Chief Financial Officer
Consolidated income statement
for the year ended 30 June 2026
|
|
Note |
Year to 30 June 2026
£’000 |
Year to 30 June 2026
£’000 |
Year to 30 June 2025
£’000 |
Year to 30 June 2025
£’000 |
|
Revenue |
3 |
|
59,869 |
|
55,044 |
|
Cost of sales |
|
|
(30,452) |
|
(25,742) |
|
Gross profit |
|
|
29,417 |
|
29,302 |
|
Sales, marketing and distribution costs |
|
(22,414) |
|
(19,202) |
|
|
Research and development costs |
|
(19,052) |
|
(15,377) |
|
|
Depreciation expense |
|
(4,096) |
|
(3,616) |
|
|
Amortisation expense |
|
(544) |
|
(556) |
|
|
Share-based payment expense |
|
(1,600) |
|
(871) |
|
|
Impairment of property, plant and equipment |
|
(814) |
|
— |
|
|
Administration expenses – other |
|
(21,875) |
|
(19,086) |
|
|
Total administrative expenses |
|
|
(70,395) |
|
(58,708) |
|
Other income |
|
|
2,348 |
|
1,244 |
|
Operating loss |
|
|
(38,630) |
|
(28,162) |
|
Revaluation of warrant instrument held at fair value |
20 |
|
(3,363) |
|
(4,684) |
|
Gain on modification of shareholder loan |
|
|
— |
|
430 |
|
Finance income |
7 |
|
430 |
|
382 |
|
Finance expense |
6 |
|
(8,502) |
|
(7,166) |
|
Loss before taxes |
|
|
(50,065) |
|
(39,200) |
|
Income tax |
8 |
|
(1,446) |
|
(932) |
|
Loss for the year |
|
|
(51,511) |
|
(40,132) |
|
Loss per share |
10 |
|
|
|
|
|
Basic (pence per share) |
|
|
(0.90)p |
|
(0.84)p |
|
Diluted (pence per share) |
|
|
(0.90)p |
|
(0.84)p |
Consolidated statement of comprehensive income
for the year ended 30 June 2026
|
|
Note |
Year to 30 June 2026
£’000 |
Year to 30 June 2025
£’000 |
|
Loss for the year |
|
(51,511) |
(40,132) |
|
Items that will not be reclassified subsequently to profit or loss: |
|
|
|
|
Remeasurement of retirement benefit obligations |
|
503 |
277 |
|
Remeasurement of investments – retirement benefit assets |
13 |
(9) |
52 |
|
Deferred tax movement – retirement benefit obligations |
9 |
(169) |
(91) |
|
Deferred tax movement – retirement benefit assets |
9 |
3 |
(17) |
|
Revaluation gains – land and buildings |
12 |
1,293 |
369 |
|
Deferred tax movement – land and buildings |
9 |
(277) |
(38) |
|
|
|
1,344 |
552 |
|
Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
Exchange differences on translation of foreign operations |
|
73 |
106 |
|
Total other comprehensive loss |
|
(50,094) |
(39,474) |
Consolidated statement of financial position
as at 30 June 2026
|
|
Note |
30 June 2026 £’000 |
30 June 2025 £’000 |
|
|
|
|
||||||
|
Assets |
|
|
|
|
|
|
|
||||||
|
Non-current assets |
|
|
|
|
|
|
|
||||||
|
Property, plant and equipment – right-of-use assets |
|
5,550 |
6,229 |
|
|
|
|
||||||
|
Property, plant and equipment – other |
12 |
20,961 |
18,029 |
|
|
|
|
||||||
|
Intangible assets – goodwill |
11 |
3,330 |
3,325 |
|
|
|
|
||||||
|
Intangible assets – other |
|
453 |
931 |
|
|
|
|
||||||
|
Investments – retirement benefit assets |
13 |
2,663 |
2,839 |
|
|
|
|
||||||
|
Deferred tax asset |
9 |
1,360 |
1,513 |
|
|
|
|
||||||
|
Total non-current assets |
|
34,317 |
32,866 |
|
|
|
|
||||||
|
Current assets |
|
|
|
|
|
|
|
||||||
|
Inventories |
14 |
15,686 |
13,915 |
|
|
|
|
||||||
|
Trade and other receivables |
15 |
10,239 |
5,916 |
|
|
|
|
||||||
|
Current tax receivables |
8 |
2,745 |
2,056 |
|
|
|
|
||||||
|
Cash and cash equivalents |
|
24,205 |
12,790 |
|
|
|
|
||||||
|
Total current assets |
|
52,875 |
34,677 |
|
|
|
|
||||||
|
Total assets |
|
87,192 |
67,543 |
|
|
|
|
||||||
|
Liabilities |
|
|
|
|
|
|
|
||||||
|
Current liabilities |
|
|
|
|
|
|
|
||||||
|
Trade and other payables |
16 |
(19,079) |
(13,618) |
|
|
|
|
||||||
|
Current tax payables |
8 |
(1,087) |
(912) |
|
|
|
|
||||||
|
Borrowings |
17 |
(1,051) |
(405) |
|
|
|
|
||||||
|
Provisions |
18 |
(308) |
(325) |
|
|
|
|
||||||
|
Lease liabilities |
|
(1,560) |
(1,475) |
|
|
|
|
||||||
|
Derivative financial instruments |
20 |
— |
(10,457) |
|
|
|
|
||||||
|
Total current liabilities |
|
(23,085) |
(27,192) |
|
|
|
|
||||||
|
Net current assets |
|
29,790 |
7,485 |
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
|
|
Note |
30 June 2026 £’000 |
30 June 2025 £’000 |
|
|
|
|
||||||
|
Non-current liabilities |
|
|
|
|
|
|
|
||||||
|
Retirement benefit obligations |
19 |
(8,269) |
(8,592) |
|
|
|
|
||||||
|
Deferred taxation liability |
9 |
(316) |
(68) |
|
|
|
|
||||||
|
Provisions |
18 |
(1,503) |
(1,675) |
|
|
|
|
||||||
|
Lease liabilities |
|
(4,477) |
(5,169) |
|
|
|
|
||||||
|
Long-term borrowings |
17 |
(59,908) |
(53,040) |
|
|
|
|
||||||
|
Total non-current liabilities |
|
(74,473) |
(68,544) |
|
|
|
|
||||||
|
Total liabilities |
|
(97,558) |
(95,736) |
|
|
|
|
||||||
|
Net liabilities |
|
(10,366) |
(28,193) |
|
|
|
|
||||||
|
Equity |
|
|
|
|
|
|
|
||||||
|
Capital and reserves |
|
|
|
|
|
|
|
||||||
|
Issued share capital |
|
6,333 |
4,766 |
|
|
|
|
||||||
|
Capital redemption reserve |
|
10 |
10 |
|
|
|
|
||||||
|
Share premium |
|
208,120 |
154,639 |
|
|
|
|
||||||
|
Merger reserve |
|
40,128 |
40,128 |
|
|
|
|
||||||
|
Reserve – share-based payments |
|
2,879 |
1,279 |
|
|
|
|
||||||
|
Revaluation reserve |
|
3,444 |
2,151 |
|
|
|
|
||||||
|
Reserve – warrants |
|
412 |
4,773 |
|
|
|
|
||||||
|
Foreign exchange reserve |
|
(640) |
(713) |
|
|
|
|
||||||
|
Retained earnings |
|
(271,052) |
(235,226) |
|
|
|
|
||||||
|
Total deficit |
|
(10,366) |
(28,193) |
|
|
|
|
||||||
Consolidated statement of changes in equity
for the year ended 30 June 2026
|
|
Issued capital £’000 |
Capital redemption reserve £’000 |
Share premium £’000 |
Merger reserve £’000 |
Reserve – share-based payment £’000 |
Revaluation reserve £’000 |
Reserve – warrants £’000 |
Foreign exchange reserve £’000 |
Retained earnings £’000 |
Total equity £’000 |
|
At 30 June 2024 |
4,776 |
— |
154,639 |
40,128 |
408 |
1,782 |
1,719 |
(819) |
(195,277) |
7,356 |
|
Exchange differences on translation of foreign operations |
— |
— |
— |
— |
— |
— |
— |
106 |
— |
106 |
|
Revaluation gains – land and buildings |
— |
— |
— |
— |
— |
369 |
— |
— |
— |
369 |
|
Deferred tax – land and buildings |
— |
— |
— |
— |
— |
— |
— |
— |
(38) |
(38) |
|
Remeasurement of net defined benefit liability |
— |
— |
— |
— |
— |
— |
— |
— |
277 |
277 |
|
Deferred tax – defined benefit liability |
— |
— |
— |
— |
— |
— |
— |
— |
(91) |
(91) |
|
Remeasurement of investments – retirement benefit assets |
— |
— |
— |
— |
— |
— |
— |
— |
52 |
52 |
|
Deferred tax – retirement benefit assets |
— |
— |
— |
— |
— |
— |
— |
— |
(17) |
(17) |
|
Total other comprehensive income |
— |
— |
— |
— |
— |
369 |
— |
106 |
183 |
658 |
|
Loss for the period after tax |
— |
— |
— |
— |
— |
— |
— |
— |
(40,132) |
(40,132) |
|
Total comprehensive loss |
— |
— |
— |
— |
— |
369 |
— |
106 |
(39,949) |
(39,474) |
|
Transactions with owners: |
|
|
|
|
|
|
|
|
|
|
|
Share-based payments |
— |
— |
— |
— |
871 |
— |
— |
— |
— |
871 |
|
Shares redeemed |
(10) |
10 |
— |
— |
— |
— |
— |
— |
— |
— |
|
Warrants issued: Shareholder loan |
— |
— |
— |
— |
— |
— |
3,054 |
— |
— |
3,054 |
|
At 30 June 2025 |
4,766 |
10 |
154,639 |
40,128 |
1,279 |
2,151 |
4,773 |
(713) |
(235,226) |
(28,193) |
|
Exchange differences on translation of foreign operations |
— |
— |
— |
— |
— |
— |
— |
73 |
— |
73 |
|
Revaluation gains – land and buildings |
— |
— |
— |
— |
— |
1,293 |
— |
— |
— |
1,293 |
|
Deferred tax – land and buildings |
— |
— |
— |
— |
— |
— |
— |
— |
(277) |
(277) |
|
Remeasurement of net defined benefit liability |
— |
— |
— |
— |
— |
— |
— |
— |
503 |
503 |
|
Deferred tax – defined benefit liability |
— |
— |
— |
— |
— |
— |
— |
— |
(169) |
(169) |
|
Remeasurement of investments – retirement benefit assets |
— |
— |
— |
— |
— |
— |
— |
— |
(9) |
(9) |
|
Deferred tax – retirement benefit assets |
— |
— |
— |
— |
— |
— |
— |
— |
3 |
3 |
|
Total other comprehensive income |
— |
— |
— |
— |
— |
1,293 |
— |
73 |
51 |
1,417 |
|
Loss for the period after tax |
— |
— |
— |
— |
— |
— |
— |
— |
(51,511) |
(51,511) |
|
Total comprehensive loss |
— |
— |
— |
— |
— |
1,293 |
— |
73 |
(51,460) |
(50,094) |
|
Transactions with owners: |
|
|
|
|
|
|
|
|
|
|
|
Share-based payments |
— |
— |
— |
— |
1,600 |
— |
— |
— |
— |
1,600 |
|
Warrants issued: Shareholder loan |
— |
— |
— |
— |
— |
— |
1,004 |
— |
— |
1,004 |
|
Warrants exercised: Shareholder loan |
1,375 |
— |
53,625 |
— |
— |
— |
(5,365) |
— |
407 |
50,042 |
|
Subscription rights granted: Hayfin loan |
— |
— |
— |
— |
— |
— |
1,540 |
— |
— |
1,540 |
|
Warrants exercised: Hayfin embedded derivative converted to equity |
133 |
— |
— |
— |
— |
— |
— |
— |
13,687 |
13,820 |
|
Subscription rights exercised: Hayfin loan |
59 |
— |
— |
— |
— |
— |
(1,540) |
— |
1,540 |
59 |
|
Share issue costs |
— |
— |
(144) |
— |
— |
— |
— |
— |
— |
(144) |
|
At 30 June 2026 |
6,333 |
10 |
208,120 |
40,128 |
2,879 |
3,444 |
412 |
(640) |
(271,052) |
(10,366) |
Consolidated cash flow statement
for the year ended 30 June 2026
|
|
Note |
Year to 30 June 2026
£’000 |
Year to 30 June 2025 (as restated) £’000 |
|
Cash flows from operating activities |
|
|
|
|
Loss before tax |
|
(50,065) |
(39,200) |
|
Adjustments for: |
|
|
|
|
Finance income |
7 |
(430) |
(382) |
|
Finance expense |
6 |
8,502 |
7,166 |
|
Gain on modification of shareholder loan |
|
— |
(430) |
|
Non-cash movement on defined benefit pension scheme |
|
98 |
112 |
|
Depreciation and amortisation |
|
4,640 |
4,172 |
|
Impairment of property, plant and equipment |
|
814 |
— |
|
Loss on disposal of fixed assets |
|
20 |
46 |
|
R&D tax credit accrued |
|
(2,348) |
(1,244) |
|
R&D tax credit received |
|
1,099 |
975 |
|
Charge for share-based payments |
|
1,600 |
871 |
|
Payments for retirement benefit investments |
|
— |
— |
|
Movement in fair valuation of derivative financial instruments |
20 |
3,363 |
4,684 |
|
(Increase) / decrease in trade and other receivables |
|
(381) |
266 |
|
Increase in inventories |
|
(1,709) |
(1,020) |
|
Increase / (decrease) in trade and other payables and provisions |
|
3,849 |
(2,580) |
|
Net cash used by operations |
|
(30,948) |
(26,564) |
|
Income tax paid |
|
(693) |
(1,545) |
|
Net cash used by operating activities |
|
(31,641) |
(28,109) |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Interest received |
|
301 |
270 |
|
Payments for property, plant and equipment |
|
(4,930) |
(3,264) |
|
Payments for intangible assets |
|
(32) |
(158) |
|
Receipts from disposal of investment assets |
|
310 |
267 |
|
Net cash used in investing activities |
|
(4,351) |
(2,885) |
|
|
Note |
Year to 30 June 2026 £’000 |
Year to 30 June 2025 £’000 |
|
Cash flows from financing activities |
|
|
|
|
Proceeds from issue of equity shares |
|
1,494 |
— |
|
Share issue expenses |
|
(144) |
— |
|
Payment of listing expenses for pursuit of Hong Kong listing |
|
(2,983) |
— |
|
Proceeds of bank borrowings |
|
1,336 |
942 |
|
Repayment of bank loan borrowings |
|
(706) |
(636) |
|
Interest paid on bank loan borrowings |
|
(76) |
(49) |
|
Repayment of principal on lease liabilities |
|
(1,597) |
(1,630) |
|
Interest paid on lease liabilities |
|
(278) |
(284) |
|
Proceeds from shareholder loan |
|
12,500 |
20,000 |
|
Repayment of shareholder loan |
|
— |
(5,000) |
|
Interest and fees paid on shareholder loan |
|
(717) |
(829) |
|
Proceeds from Hayfin loan |
|
38,800 |
19,370 |
|
Fees paid on Hayfin loan |
|
(330) |
(722) |
|
Net cash generated from financing activities |
|
47,299 |
31,162 |
|
Net increase in cash and cash equivalents |
|
11,307 |
168 |
|
Effects of exchange rates on cash and cash equivalents |
|
108 |
(293) |
|
Cash and cash equivalents at the start of the period |
|
12,790 |
12,915 |
|
Cash and cash equivalents at the end of the period |
|
24,205 |
12,790 |
|
Cash at bank and in hand |
|
24,205 |
12,790 |
The prior year comparative has been restated to separate the R&D tax credit received from tax paid.
Notes to the consolidated financial statements
for the year ended 30 June 2026
1. Basis of preparation
The financial information in this announcement has been extracted from the Group's Annual Report and Accounts for the year ended 30 June 2026 and is prepared in accordance with UK-adopted IFRS.
Whilst the financial information included in this preliminary announcement has been prepared in accordance with International Financial Reporting Standards (IFRS), this announcement itself does not contain sufficient information to comply with IFRS. The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006.
Statutory accounts for the years ended 30 June 2026 and 30 June 2025 have been reported on by the independent auditor. The independent auditor's report for the years ended 30 June 2026 and 30 June 2025 were unqualified and did not draw attention to any matters by way of emphasis. The reports for the years ended 30 June 2026 and 30 June 2025 did not contain a statement under section 498(2) or (3) Companies Act 2006. Statutory accounts for the year ended 30 June 2025 have been delivered to the Registrar of Companies and those for the year to 30 June 2026 will be delivered following the Company's annual general meeting.
The consolidated financial statements for the year ended 30 June 2026 (including comparatives) have been prepared under the historical cost convention modified by the revaluation of certain items, as stated in the accounting policies.
New standards adopted
There are no IFRS or IAS interpretations that are effective for the first time in this financial period that have had a material impact on the Group.
Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Group
At the date of authorisation of these financial statements, several new, but not yet effective, standards and amendments to existing standards and interpretations have been published by the IASB. None of these standards or amendments to existing standards have been adopted early by the Group.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group’s financial statements.
IFRS 18, Presentation and Disclosure in Financial Statements
IFRS 18 becomes effective for annual reporting periods beginning on or after 1 January 2027 therefore the first reporting period for the Group will be the year ending 30 June 2028. Management is still assessing the impact on the presentation and disclosure in the Financial Statements which will impact the comparative figures for the year ending 30 June 2027.
Going concern
The going concern period has been assessed as the twelve-month period from the date of approval of these financial statements. These financial statements have been prepared on a going concern basis after considering the Group's current cash position and reviewing budgets and cash flow forecasts for the going concern period. The parent company is a holding company and as such, its going concern status is intrinsically linked to the Group. The going concern assessment for the parent company was performed as part of the Group’s assessment.
The Directors have a plan to return the Group to profitability, however in the meantime the Group continues to require funding to cover its operating losses and the ongoing R&D programme.
The Shareholder Lenders have previously agreed to provide a £50m, unsecured loan facility (the “Renewed Shareholder Facility”) on an uncommitted basis. The Renewed Shareholder Facility was available to draw down from 29 October 2025 and remains available until 15 July 2030, with interest payable at 12 per cent per annum and a repayment date of 15 October 2030. There are no warrants attached to the drawdown of the facility extended under the Renewed Shareholder Facility. No amounts have been drawn under the Renewed Shareholder Facility to date. After the balance sheet date, on 29 October 2026, the Company received a commitment from the Shareholder Lenders to make available the full £50m uncommitted facility for the entirety of the going concern period, as and when requested by the Company, as a loan under the Renewed Shareholder Facility. The total £50m shareholder funding commitment is reduced by any funding received from other third parties, and has no restrictions on drawdowns.
The Directors have prepared cash flow forecasts for the twelve-month period from the date of approval of these financial statements which demonstrate, including the funding available under the Renewed Shareholder Facility, the Group has sufficient funds for the entirety of the twelve-month going concern review period. The Directors have confidence in the Company’s ability to access the Renewed Shareholder Facility during this period, with the shareholders undertaking that funding would be available in the event that it was required.
The Directors have stress tested the forecasted cash flows by considering severe but plausible downside scenarios, including mitigating actions that could be taken to preserve cash through the deferral of capital expenditure and other spend items. These forecasts show that, even in the stress tested scenarios, the Group has access to sufficient funds for the twelve-month going concern review period. Furthermore, the forecasts for the entirety of the going concern period show that there would be no breach of the financial covenants attached to the Hayfin Facility, even in a severe but plausible downside scenario. The balance of cash and cash equivalents at the end of September 2026 was £12.2m.
2. Use of accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Judgements
- Deferred tax assets are only recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. At 30 June 2026, the Group had £251.4m (2025: £196.0m) of unutilised UK tax losses available for offset against future profits, of which £9.5m (2025: £7.2m) are recognised existing UK taxable temporary differences. The remaining £241.9m (2025: £188.8m) gross UK losses, along with £7.5m (2025: £5.6m) of other gross short-term temporary differences and overseas losses and £2.0m (2025: £1.6m) UK R&D tax credits are not recognised, as there is currently insufficient evidence that taxable profits will be available against which these may be utilised in the foreseeable future. Management reassesses the probable availability of future taxable profits on a regular basis.
Critical estimates and assumptions
- The Group operates a partly funded non-contributory defined benefit pension scheme for certain employees in Germany. The defined assets and liabilities of this scheme and the related investments – retirement benefit assets – are estimated using actuarial methods by third-party experts. The net defined benefit liability is most sensitive to changes in the discount rate applied.
- The Group had previously issued warrants to subscribe for shares, some of which did not meet the conditions to be classified as equity instruments and were therefore treated as an embedded derivative financial instrument. The embedded derivative is held on the consolidated statement of financial position at fair value with movements in fair value taken to the income statement. At 30 June 2026, the embedded derivative was extinguished due to Hayfin exercising their warrants on 20 February 2026. At the date of the exercise, the embedded derivative increased in value to £13.8m, an increase of £3.4m compared to last year, representing a loss on revaluation in the consolidated income statement. The most significant variable in valuing the embedded derivative is the Group’s share price at the date of the valuation. The share price movement during the current period, where the fair value of the embedded derivative increased by £3.4m (32%), was a 31% increase from 7.95 pence per share at 30 June 2025 to 10.4 pence at 20 February 2026.
- The Group’s shareholder loan facility and the 2026 Hayfin Facility are compound financial instruments due to the attached warrants and rights, which entitle holders to subscribe for new Ordinary Shares. Accordingly, each time funds are drawn down under either facility the proceeds received are allocated into their liability and equity components by first valuing the debt component, with the residual allocated to equity (note the 2024 Hayfin Facility was treated differently, due to the warrants for that tranche of funding not meeting the conditions to be classified as equity, as described above). The debt component of compound financial instruments is valued by discounting the contractual cash flows using a market rate of interest that would be payable on a similar debt instrument that does not include warrants. Prior to its repayment on conversion of the associated warrants, the full £50.0m (2025: £37.5m) available under the shareholder loan facility was drawn (£55.0m including the £5.0m drawn in August 2024 and repaid in October 2024), of which £5.4m (2025: £4.4m) was allocated to the warrants on initial recognition. In respect of the 2026 Hayfin Facility, the full £40m facility was drawn in February 2026, of which £1.6m was allocated to the equity subscription rights on initial recognition. The initial allocation of loan proceeds between debt and equity is sensitive to the market rate of interest used to discount the contractual cash flows. The Group engaged external consultants FRP Advisory (“FRP”) to calculate appropriate market rate(s) of interest. FRP determine market interest rates by (i) performing a synthetic credit rating for the Group; (ii) analysis of bond yields issued by companies in similar sectors and/or financial profile and (iii) an estimate of a market interest rate in line with benchmark data. Market interest rates used during the year ended 30 June 2026 range from 15.4% to 16.8% (2025: 14.4% to 16.3%).
- The Group is required to undertake impairment reviews of goodwill at least annually and, for other non-financial assets, when indicators of impairment are present. At 30 June 2026, the Group performed its annual impairment assessment of goodwill and considered indicators of impairment for other non-financial assets. No impairment was recognised in respect of goodwill (2025: nil). Impairment charges of £0.8m were recognised in respect of certain non-financial assets within the Group's Italy and Switzerland CGUs (2025: £nil). Determination of the recoverable amount of CGUs for the purpose of impairment testing requires management to make significant estimates and assumptions. Management considers the impairment assessment to be a key source of estimation uncertainty due to the sensitivity of the recoverable amount to changes in discount rates, forecast future operating performance and long-term growth assumptions. These assumptions are based on management's expectations of future market and economic conditions and are inherently uncertain. Changes in these assumptions could result in a material change to the estimated recoverable amount of a CGU and may give rise to an impairment charge, or reversal of a previous impairment charge, in future periods.
Other estimates and assumptions
- The Group operates equity-settled share-based compensation plans (LTIP schemes) for remuneration of its employees. Employee services received in exchange for the grant of any share-based compensation are measured at their fair values and expensed over the vesting period. The fair value of this compensation is dependent on, amongst other factors, whether the provisional share awards will ultimately vest, which in turn is dependent on future events which are uncertain. The Directors use their judgement and experience of previous awards to estimate the probability that the awards will vest, which impacts the fair valuation of the compensation. The key variables to be estimated are the number of awards that will be forfeited before the vesting date due to leavers, and/or in relation to the non-market performance conditions.
- The Group’s operational structure gives rise to potential tax exposures that require management to exercise judgement in making determinations as to the amount of tax that is payable. The Group reports cross-border transactions undertaken between subsidiaries on an arm’s-length basis in tax returns in accordance with Organisation for Economic Co-operation and Development (“OECD”) guidelines. Transfer pricing relies on the exercise of judgement, and it is reasonably possible for there to be a significant range of potential outcomes. At 30 June 2026, the Group had recognised liabilities of £0.8m (2025: £0.8m) in respect of uncertain tax positions on the balance sheet. The amount recognised represents the sum of the probability-weighted amounts in a range of possible outcomes and as such is sensitive to changes in the probability assessed for each possible outcome. Possible outcomes range from £nil to £1.4m (2025: £nil to £1.3m).
3. Revenue
An analysis of revenue by category is set out in the table below:
|
|
2026 £’000 |
2025 £’000 |
|
Sale of goods at a point in time |
59,869 |
55,044 |
|
|
59,869 |
55,044 |
All revenue recognised in the income statement is from contracts with customers. The majority of these customers are on 14 to 30 day payment terms. No assets were recognised from costs to obtain or fulfil a contract with any customer.
4. Alternative performance measures (“APMs”)
The Group’s APMs are not defined by IFRS and therefore may not be directly comparable with other companies’ APMs. These measures are not intended to be a substitute for, or superior to, IFRS measurements.
EBITDA
Earnings before interest, tax, depreciation and amortisation (“EBITDA”) is included as an alternative performance measure in order to aid users in understanding the underlying operating performance of the Group.
|
|
Note |
2026 £’000 |
2025 £’000 |
|
Loss before taxation |
|
(50,065) |
(39,200) |
|
Net finance expense |
10,11 |
8,072 |
6,784 |
|
Depreciation |
17 |
4,096 |
3,616 |
|
Amortisation |
16 |
544 |
556 |
|
EBITDA |
|
(37,353) |
(28,244) |
Adjusted EBITDA
Earnings before interest, tax, depreciation, amortisation and impairment adjusted to exclude the impact of research and development, non-recurring items, equity-settled long-term incentive plans and gains or losses arising on fundraising activities. Adjusted EBITDA is included as an alternative performance measure in order to aid users in understanding the underlying operating performance of the Group.
These can be reconciled to the IFRS measure of loss before taxation as below:
|
|
2026 £’000 |
2025 £’000 |
|
Loss before taxation |
(50,065) |
(39,200) |
|
Net finance expense |
8,072 |
6,784 |
|
Depreciation |
4,096 |
3,616 |
|
Amortisation |
544 |
556 |
|
Impairment of property, plant and equipment |
814 |
— |
|
Research and development |
19,052 |
15,377 |
|
Other income |
(2,348) |
(1,244) |
|
Share-based payment expense |
1,600 |
871 |
|
Revaluation of warrant instrument held at fair value |
3,363 |
4,684 |
|
Gain on modification of shareholder loan |
— |
(430) |
|
Adjusted EBITDA |
(14,872) |
(8,986) |
5. Segmental reporting
The Group’s operating segments are reported based on the financial information provided to the Executive Directors, who are defined as the CODM, to enable them to allocate resources and make strategic decisions. In the opinion of the Directors, there is one class of business, being the manufacture and sale of allergy-related medicines.
The CODM reviews information based on geographical market sectors and assesses performance at an EBITDA (operating loss before interest, tax, depreciation and amortisation) and operating loss level. Management have identified that the reportable segments are Central Europe (which includes the following operating segments: Germany, Austria, Switzerland and the Netherlands), Southern Europe (Italy, Spain and Other), the Rest of the World (including the UK).
For all material regions that have been aggregated, management consider that they share similar economic characteristics. They are also similar in respect of the products sold, types of customer, distribution channels and regulatory environments.
Revenue by segment
|
|
Revenue from external customers 2026 £’000 |
Inter-segment revenue 2026 £’000 |
Total segment revenue 2026 £’000 |
Revenue from external customers 2025 £’000 |
Inter-segment revenue 2025 £’000 |
Total segment revenue 2025 £’000 |
|
Central Europe |
|
|
|
|
|
|
|
– Germany |
28,893 |
— |
28,893 |
26,685 |
— |
26,685 |
|
– Austria |
5,578 |
— |
5,578 |
5,258 |
— |
5,258 |
|
– Netherlands |
4,288 |
— |
4,288 |
3,963 |
— |
3,963 |
|
– Switzerland |
2,463 |
— |
2,463 |
2,335 |
— |
2,335 |
|
|
41,222 |
— |
41,222 |
38,241 |
— |
38,241 |
|
Southern Europe |
|
|
|
|
|
|
|
– Italy |
2,788 |
— |
2,788 |
2,869 |
— |
2,869 |
|
– Spain |
11,135 |
1,990 |
13,125 |
9,596 |
— |
9,596 |
|
– Other |
193 |
— |
193 |
196 |
— |
196 |
|
|
14,116 |
1,990 |
16,106 |
12,661 |
— |
12,661 |
|
Rest of World (including UK) |
4,531 |
14,263 |
18,794 |
4,142 |
30,634 |
34,776 |
|
|
59,869 |
16,253 |
76,122 |
55,044 |
30,634 |
85,678 |
Revenues from external customers in all segments are derived principally from the sale of a range of pharmaceutical products designed for the immunological treatment of the allergic condition.
Rest of World (including UK) revenues include sales through distributors and agents in several markets including Czechia, Slovakia and South Korea.
The CODM also reviews revenue by segment on a budgeted constant currency basis, to provide relevant year-on-year comparisons.
The Group has no customers which individually account for 10% or more of the Group’s revenue.
Sales, marketing and distribution costs by segment
|
|
2026 £’000 |
2025 £’000 |
|
Central Europe |
15,134 |
12,299 |
|
Southern Europe |
5,206 |
4,742 |
|
Rest of World (including UK) |
2,074 |
2,161 |
|
|
22,414 |
19,202 |
Research and development costs by segment
|
|
2026 £’000 |
2025 £’000 |
|
Central Europe |
— |
— |
|
Southern Europe |
— |
— |
|
Rest of World (including UK) |
19,052 |
15,377 |
|
|
19,052 |
15,377 |
Administration expenses by segment
|
|
2026 £’000 |
2025 £’000 |
|
Central Europe |
7,316 |
5,150 |
|
Southern Europe |
2,536 |
1,612 |
|
Rest of World (including UK) |
12,023 |
12,324 |
|
|
21,875 |
19,086 |
Depreciation and amortisation by segment
|
|
2026 £’000 |
2025 £’000 |
|
Central Europe |
1,278 |
1,341 |
|
Southern Europe |
915 |
800 |
|
Rest of World (including UK) |
2,447 |
2,031 |
|
|
4,640 |
4,172 |
Finance income by segment
|
|
2026 £’000 |
2025 £’000 |
|
Central Europe |
124 |
112 |
|
Southern Europe |
8 |
1 |
|
Rest of World (including UK) |
298 |
269 |
|
|
430 |
382 |
Finance expense by segment
|
|
2026 £’000 |
2025 £’000 |
|
Central Europe |
487 |
487 |
|
Southern Europe |
34 |
31 |
|
Rest of World (including UK) |
7,981 |
6,648 |
|
|
8,502 |
7,166 |
EBITDA by segment
|
|
2026 £’000 |
2025 £’000 |
|
|
Allocated EBITDA |
|
|
|
|
Central Europe |
1,813 |
1,215 |
|
|
Southern Europe |
1,032 |
1,554 |
|
|
Rest of World (including UK) |
(40,198) |
(31,013) |
|
|
Allocated EBITDA |
(37,353) |
(28,244) |
|
|
Depreciation and amortisation |
(4,640) |
(4,172) |
|
|
Finance income |
430 |
382 |
|
|
Finance expense |
(8,502) |
(7,166) |
|
|
Loss before tax |
(50,065) |
(39,200) |
|
Tax charge by segment
|
|
2026 £’000 |
2025 £’000 |
|
Central Europe |
828 |
246 |
|
Southern Europe |
236 |
457 |
|
Rest of World (including UK) |
382 |
229 |
|
Tax charge |
1,446 |
932 |
Total assets by segment
|
|
2026 £’000 |
2025 £’000 |
|
Central Europe |
31,338 |
29,180 |
|
Southern Europe |
17,308 |
17,353 |
|
Rest of World (including UK) |
104,973 |
84,398 |
|
|
153,619 |
130,931 |
|
Inter-segment assets |
(24,126) |
(24,337) |
|
Inter-segment investments |
(42,301) |
(39,051) |
|
Total assets per balance sheet |
87,192 |
67,543 |
|
|
|
|
Included within Central Europe are non-current assets to the value of £2.5m (2025: £2.5m) relating to goodwill and £1.2m (2025: £1.3m) related to the deferred tax asset on the revaluation of the defined benefit obligation and separate investment in retirement benefit assets. Within Southern Europe assets to the value of £5.3m (2025: £3.1m) relating to land and buildings and £0.8m goodwill (2025: £0.8m). There were no material additions (excluding foreign exchange differences) to non-current assets in any country except the UK where non-current asset additions totalled £3.4m (2025: £2.0m) and comprised plant and machinery £3.0m (2025: £1.6m) and other items £0.4m (2025: £0.4m) and Spain where non-current additions totalled £1.6m (2025: £1.2m) and comprised land and buildings £1.1m (2025: £nil), plant and machinery £0.3m (2025: £1.0m) and other £0.2m (2025: £0.2m). The land and building in Spain also had a revaluation increase of £1.1m (2025: £0.3m).
Total liabilities by segment
|
|
2026 £’000 |
2025 £’000 |
|
Central Europe |
(17,822) |
(18,957) |
|
Southern Europe |
(5,578) |
(7,905) |
|
Rest of World (including UK) |
(98,284) |
(93,211) |
|
|
(121,684) |
(120,073) |
|
Inter-segment liabilities |
24,126 |
24,337 |
|
Total liabilities per balance sheet |
(97,558) |
(95,736) |
6. Finance expense
|
|
2026 £’000 |
2025 £’000 |
|
Interest on shareholder loans |
1,667 |
3,673 |
|
Interest on Hayfin loan |
6,110 |
2,413 |
|
Transaction fees on warrant |
— |
390 |
|
Net interest expenses on defined benefit pension liability |
337 |
323 |
|
Interest on lease liabilities |
278 |
284 |
|
Other |
110 |
83 |
|
|
8,502 |
7,166 |
7. Finance income
|
|
2026 £’000 |
2025 £’000 |
|
Bank interest |
306 |
270 |
|
Interest on investment assets |
124 |
112 |
|
|
430 |
382 |
8. Income tax expense and current taxes payable and receivable
|
|
2026 £’000 |
2025 £’000 |
|
Current tax: |
|
|
|
UK corporation tax on loss for the period at 25% (2025: 25%) |
|
|
|
Current year |
336 |
236 |
|
Prior year |
1 |
80 |
|
IFRIC 23 provision |
73 |
(7) |
|
Overseas tax |
1,069 |
693 |
|
|
1,479 |
1,002 |
|
Deferred tax – current year |
(33) |
(70) |
|
Deferred tax – prior year |
— |
— |
|
Tax charge for the period |
1,446 |
932 |
The reconciliation between the tax charge and the accounting loss multiplied by the UK corporation tax rate for the years ended 30 June is as follows:
|
|
2026 £’000 |
2025 £’000 |
|
Loss for the period before tax |
(50,065) |
(39,200) |
|
Loss for the period multiplied by the standard rate of corporation tax of 25% (2025: 25%) |
(12,516) |
(9,800) |
|
Effects of: |
|
|
|
Expenses not deductible |
2,377 |
3,066 |
|
Movements in unrecognised deferred tax |
11,394 |
7,627 |
|
Adjustment of taxes for prior periods |
1 |
80 |
|
Movement in uncertain tax positions |
73 |
(7) |
|
Adjustment for different tax rates |
241 |
92 |
|
Overseas double taxation relief |
(104) |
(114) |
|
Overseas R&D relief |
(20) |
(12) |
|
Tax charge for the period |
1,446 |
932 |
Current taxes payable
|
|
2026 £’000 |
2025 £’000 |
|
Income tax payables |
(241) |
(144) |
|
Uncertain tax positions |
(846) |
(768) |
|
|
(1,087) |
(912) |
Current taxes receivable
|
|
2026 £’000 |
2025 £’000 |
|
Income tax receivables |
149 |
304 |
|
R&D tax credits |
2,596 |
1,752 |
|
|
2,745 |
2,056 |
9. Deferred tax
Recognised deferred tax asset/(liability)
|
|
Tax value of carried forward losses £’000 |
Tax value of accelerated capital allowances £’000 |
Overseas losses and other timing differences £’000 |
Property revaluations £’000 |
Germany defined benefit pension obligation £’000 |
Germany retirement benefit asset £’000 |
Total £’000 |
||||
|
At 1 July 2025 |
1,810 |
(1,810) |
137 |
(29) |
1,142 |
195 |
1,445 |
||||
|
Adjustment in respect of prior year |
— |
— |
— |
— |
— |
— |
— |
||||
|
Amount recognised in the income statement |
576 |
(576)
|
27 |
— |
— |
6 |
33 |
||||
|
Amount recognised in other comprehensive income |
— |
— |
— |
(277) |
(169) |
3 |
(443) |
||||
|
Exchange differences |
— |
— |
1 |
— |
7 |
1 |
9 |
||||
|
At 30 June 2026 |
2,386
|
(2,386) |
165 |
(306) |
980 |
205 |
1,044
|
||||
|
|
Tax value of carried forward losses £’000 |
Tax value of accelerated capital allowances £’000 |
Acquisition of Bencard A.G. £’000 |
Other timing differences £’000 |
Property revaluations £’000 |
Germany defined benefit pension obligation £’000 |
Germany retirement benefit asset £’000 |
Total £’000 |
|||
|
At 1 July 2024 |
1,817 |
(1,817) |
(57) |
211 |
9 |
1,231 |
127 |
1,521 |
|||
|
Adjustment in respect of prior year |
(157) |
157 |
— |
— |
— |
— |
— |
— |
|||
|
Amount recognised in the income statement |
150 |
(150) |
57 |
(74) |
— |
2 |
85 |
70 |
|||
|
Amount recognised in other comprehensive income |
— |
— |
— |
— |
(38) |
(91) |
(17) |
(146) |
|||
|
Exchange differences |
— |
— |
— |
— |
— |
— |
— |
— |
|||
|
At 30 June 2025 |
1,810 |
(1,810) |
— |
137 |
(29) |
1,142 |
195 |
1,445 |
|||
Deferred tax is provided under the balance sheet liability method using the local tax rate for the overseas difference. Deferred tax assets and deferred tax liabilities are offset where the Group has a legally enforceable right to do so and when the deferred tax assets and liabilities relate to tax levied by the same tax authority and where there is an intention to settle the balances on a net basis. Deferred tax assets, in respect of losses, are recognised up to the value of the fixed asset liability as the nature of the asset & liability is such that they unwind at the same time.
The deferred tax asset relating to the Germany defined benefit pension obligation has been recognised as the German entity is profit-making and paying tax to the German tax authorities. The deferred tax assets relating to overseas losses and other timing differences have been recognised as the overseas entities are profit-making and paying tax to their relevant tax authorities.
The Group has deferred tax liabilities relating to right of use assets of £0.6m (2025: £0.7m) and deferred tax assets relating to lease liabilities of £0.7m (2025: £0.7m). The difference of £0.1m (2025: £nil) is not recognised.
The following is the analysis of the deferred tax balances after offset for financial reporting purposes:
|
|
2026 £’000 |
2025 £’000 |
|
Deferred tax assets |
1,360 |
1,513 |
|
Deferred tax liabilities |
(316) |
(68) |
|
|
1,044 |
1,445 |
Deferred tax assets are only recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. At 30 June 2026, the Group had £251.4m (2025: £196.0m) of unutilised UK tax losses available for offset against future profits, of which £9.5m (2025: £7.2m) are recognised existing UK taxable temporary differences. The remaining £241.9m (2025: £188.8m) gross UK losses, along with £7.5m (2025: £5.6m) of other gross short-term temporary differences and overseas losses and £2.0m (2025: £1.6m) UK R&D tax credits are not recognised, as there is currently insufficient evidence that taxable profits will be available against which these may be utilised in the foreseeable future. Management reassesses the probable availability of future taxable profits on a regular basis.
The UK tax losses and other tax credits can be carried forward indefinitely. Swiss and Slovak losses of combined £0.5m (2025: £0.5m) will expire in the next 5-7 years.
Given there is uncertainty regarding the exact timing of reversals of deferred tax liabilities in the future, the disclosure above shows deferred tax asset recognition on losses rather than a mix of losses and other UK short-term temporary differences.
It is likely that the unremitted earnings of overseas subsidiaries would qualify for the UK dividend exemption such that no UK tax would be due upon remitting these earnings to the UK. However, £7.3m (€8.4m) of those earnings may still result in a tax liability, principally as a result of the dividend withholding taxes levied by the overseas tax jurisdictions in which those subsidiaries operate. These tax liabilities are not expected to exceed £0.4m. No provision for a deferred tax liability has been recognised as the Group controls the dividend policy of its subsidiaries and has no plans to remit relevant earnings in the foreseeable future.
Recognised and unrecognised deferred tax assets and liabilities have been calculated at the tax rates expected to apply to the date when the liability is settled or asset realised.
10. Loss per share
|
|
2026 £’000 |
2025 £’000 |
|
Loss after tax attributable to equity shareholders |
(51,511) |
(40,132) |
|
|
Shares |
Shares |
|
|
‘000 |
‘000 |
|
Issued Ordinary Shares at start of the period |
4,766,440 |
4,766,440 |
|
Ordinary Shares issued in the period |
1,566,090 |
— |
|
Issued Ordinary Shares at end of the period |
6,332,530 |
4,766,440 |
|
Weighted average number of Ordinary Shares for the period |
5,746,803 |
4,766,440 |
|
Potentially dilutive share options |
— |
— |
|
Weighted average number of Ordinary Shares for diluted earnings per share |
5,746,803 |
4,766,440 |
|
Basic earnings per Ordinary Share (pence) |
(0.90)p |
(0.84)p |
|
Diluted earnings per Ordinary Share (pence) |
(0.90)p |
(0.84)p |
The diluted loss per share for 2026 does not differ from the basic loss per share as the exercise of share options would have the effect of reducing the loss per share and is therefore not dilutive under the terms of IAS 33.
11. Goodwill and impairment
|
|
2026 £’000 |
2025 £’000 |
|
At 1 July |
3,325 |
3,317 |
|
Exchange difference |
5 |
8 |
|
At 30 June |
3,330 |
3,325 |
For the purposes of impairment testing, goodwill has been allocated to the following CGUs:
|
|
2026 £’000 |
2025 £’000 |
|
Germany |
2,549 |
2,549 |
|
Spain |
781 |
776 |
|
Total |
3,330 |
3,325 |
Impairment review – goodwill and other non-financial assets
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable and a potential impairment may be required. All other non-financial assets are tested for impairment at any reporting date when indicators of impairment are present.
The gradual shift away from unregistered products in a number of markets in which the Group operates, as well as the strategic decision to prioritise the Group’s new Grassmuno product, is driving a shift in the relative product and market mix of the Group’s revenue over time. Therefore, whilst overall revenue and profitability for the Group is forecast to increase significantly, not all CGUs will be impacted equally, and the forecasted net cash flows of some CGUs will inevitably decrease. A decline in budgeted net cash flows is an indicator of potential impairment and accordingly all CGUs have been tested for impairment at 30 June 2026, not just those to which goodwill has been allocated.
Determining whether a CGU is impaired requires an estimation of its recoverable amount, i.e. the higher of its fair value less costs of disposal and its value in use. Due to the inherent challenges associated with reliably measuring the fair value less costs of disposal of a CGU, principally the lack of availability of adequate information, the recoverable amount for all CGUs has been determined based on value in use calculations.
As at 30 June 2026 the recoverable amount of all the Group’s CGUs, determined using value in use calculations, exceeded their respective carrying amounts, with the exception of the Italy and Switzerland CGUs. For Italy, the recoverable amount was £1.2m compared to a carrying amount of £1.6m resulting in an impairment loss of £0.4m. For Switzerland, the recoverable amount was assessed as £nil compared to a carrying amount of £0.4m resulting in an impairment loss of £0.4m. Neither the Italy nor Switzerland CGUs include an allocation of goodwill, therefore the impairment is required to be allocated to other impairable non-financial assets within the CGU. The entire impairment loss was allocated to the assets within the CGU in accordance with IAS 36. Following consideration of the recoverable amounts of individual assets and the limitations on impairment allocation prescribed by IAS 36, the entire impairment charge was allocated to property, plant and equipment.
12. Property, plant and equipment
|
|
|
Plant and machinery £’000 |
Fixtures and fittings £’000 |
Motor vehicles £’000 |
Computer equipment £’000 |
Land and buildings £’000 |
Total £’000 |
|
Cost or valuation |
|
|
|
|
|
|
|
|
At 1 July 2024 |
|
23,576 |
8,442 |
20 |
4,925 |
3,010 |
39,973 |
|
Reclassification |
|
— |
— |
— |
45 |
— |
45 |
|
Additions |
|
2,628 |
602 |
— |
34 |
— |
3,264 |
|
Revaluations |
|
— |
— |
— |
— |
98 |
98 |
|
Disposals |
|
(36) |
— |
— |
— |
— |
(36) |
|
Foreign exchange |
|
24 |
17 |
— |
15 |
31 |
87 |
|
At 30 June 2025 |
|
26,192 |
9,061 |
20 |
5,019 |
3,139 |
43,431 |
|
Reclassification |
|
(10) |
190 |
3 |
(289) |
— |
(106) |
|
Additions |
|
3,398 |
261 |
— |
113 |
1,158 |
4,930 |
|
Revaluations |
|
— |
— |
— |
— |
1,016 |
1,016 |
|
Disposals |
|
(355) |
(121) |
— |
(425) |
— |
(901) |
|
Foreign exchange |
|
20 |
11 |
— |
9 |
17 |
57 |
|
At 30 June 2026 |
|
29,245 |
9,402 |
23 |
4,427 |
5,330 |
48,427 |
|
Depreciation |
|
|
|
|
|
|
|
|
At 1 July 2024 |
|
11,384 |
7,642 |
20 |
4,639 |
— |
23,685 |
|
Charge for the year |
|
1,197 |
321 |
— |
194 |
269 |
1,981 |
|
Revaluations |
|
— |
— |
— |
— |
(271) |
(271) |
|
Disposals |
|
(34) |
— |
— |
— |
— |
(34) |
|
Foreign exchange |
|
11 |
14 |
— |
14 |
2 |
41 |
|
At 30 June 2025 |
|
12,558 |
7,977 |
20 |
4,847 |
— |
25,402 |
|
Reclassification |
|
8 |
187 |
3 |
(276) |
— |
(78) |
|
Charge for the year |
|
1,768 |
317 |
— |
105 |
273 |
2,463 |
|
Impairments |
|
814 |
— |
— |
— |
— |
814 |
|
Revaluations |
|
— |
— |
— |
— |
(277) |
(277) |
|
Disposals |
|
(335) |
(121) |
— |
(425) |
— |
(881) |
|
Foreign exchange |
|
4 |
7 |
— |
8 |
4 |
23 |
|
At 30 June 2026 |
|
14,817 |
8,367 |
23 |
4,259 |
— |
27,466 |
|
Net book value |
|
|
|
|
|
|
|
|
At 1 July 2024 |
|
12,192 |
800 |
— |
286 |
3,010 |
16,288 |
|
At 30 June 2025 |
|
13,634 |
1,084 |
— |
172 |
3,139 |
18,029 |
|
At 30 June 2026 |
|
14,428 |
1,035 |
— |
168 |
5,330 |
20,961 |
Included in Plant and machinery is £3.4m (2025: £1.4m) relating to assets under the course of construction upon which no depreciation has been charged. These are expected to be commissioned before June 2027. During the year £0.2m was commissioned with a further £2.2m of new works commencing.
The impairment loss recognised during the year of £0.8m (2025: £nil) relates to the Group’s Switzerland and Italy CGUs.
13. Investments – retirement benefit asset
The Group carries insurance policies which are designed to contribute towards the obligations in respect of the German defined benefit pension scheme. Some of these policies include a right to reimbursement and therefore do not meet the definition of a qualifying insurance policy under IAS 19.8. Accordingly, the assets have been recognised separately on the balance sheet. They are valued at fair value by Mercer Deutschland GmbH each year. Mercer Deutschland GmbH value the insurance policies according to contractual arrangements.
|
|
2026 £’000 |
2025 £’000 |
|
At 1 July |
2,839 |
2,913 |
|
Finance income |
124 |
112 |
|
Disposal of retirement benefit asset |
(310) |
(266) |
|
Remeasurement of investment |
(9) |
52 |
|
Gain on foreign exchange |
19 |
28 |
|
|
2,663 |
2,839 |
The valuation of the retirement benefit asset involves a number of complex calculations and assumptions and as a result is subject to inherent uncertainty.
14. Inventories
|
|
2026 £’000 |
2025 £’000 |
|
Raw materials and consumables |
5,359 |
4,478 |
|
Work in progress |
6,395 |
5,620 |
|
Finished goods |
3,932 |
3,817 |
|
|
15,686 |
13,915 |
15. Trade and other receivables
|
|
2026 £’000 |
2025 £’000 |
|
Trade receivables |
2,968 |
3,210 |
|
Less: provision for impairment of trade receivables |
(334) |
(365) |
|
Trade receivables – net |
2,634 |
2,845 |
|
Other receivables |
504 |
598 |
|
VAT |
667 |
531 |
|
Prepayments and accrued revenue |
6,434 |
1,942 |
|
|
10,239 |
5,916 |
16. Trade and other payables
|
|
2026 £’000 |
2025 £’000 |
|
Due within one year |
|
|
|
Trade payables |
7,716 |
4,491 |
|
Social security and other taxes |
1,706 |
1,283 |
|
Other creditors |
42 |
1,029 |
|
Accrued expenses |
9,615 |
6,815 |
|
|
19,079 |
13,618 |
17. Borrowings
|
|
2026 £’000 |
2025 £’000 |
|
Due within one year |
|
|
|
Hayfin loan |
675 |
— |
|
Bank loans |
376 |
405 |
|
|
1,051 |
405 |
|
|
2026 £’000 |
2025 £’000 |
|
Due in more than one year |
|
|
|
Shareholder loans |
— |
36,102 |
|
Hayfin loan |
57,987 |
15,679 |
|
Bank loans |
1,921 |
1,259 |
|
|
59,908 |
53,040 |
Shareholder facility
The shareholder loan facility was originally entered into on 6 April 2023 with the major shareholders, SkyGem Acquisition Limited (an affiliate of ZQ Capital Management Limited) and Southern Fox Investments Limited (together the “Shareholder Lenders”). It was subsequently amended on 27 September 2023, 27 December 2023 and 15 October 2024 (“the Amended Shareholder Facility”).
The amount available for drawdown under the Amended Shareholder Facility, on an uncommitted basis, was £50.0m. Any amounts drawn to be repaid at the end of the term, 15 October 2030. The interest rate payable under the Amended Shareholder Facility was 12% per annum, to be rolled up into capital, until the final year of the term when interest would become payable semi-annually in cash. All amounts were unsecured and ranked behind the Hayfin Facility.
The Company issued warrants to the Shareholder Lenders following each drawdown under the Amended Shareholder Facility, entitling the holders to subscribe for new Ordinary Shares at a price of 4 pence per share. The entitlement to warrants was 25 warrants for each £1 drawn down up to a maximum of 1,375,000,000 warrants. The warrants entitled the holders to subscribe for new Ordinary Shares at a price of 4 pence per warrant. The warrants were exercisable in whole or in part from 1 July 2024 until 15 October 2030. The Company had agreed that the proceeds of the warrants would be used to repay amounts outstanding under the Amended Shareholder Facility.
At 30 June 2025, £37.5m of the Amended Shareholder Facility had been drawn (net of £5.0m drawn in August 2024 and repaid in October 2024) and during the year ended 30 June 2026, the Group drew down the remaining £12.5m available under the Amended Shareholder Facility and issued further warrants.
On 29 October 2025, the Company received exercise notices from the Shareholder Lenders in respect of their 1,375,000,000 warrants, which would generate aggregate proceeds of £55.0m on exercise. The total amount owed by the Group to the Shareholder Lenders at the point of exercise was £54.0m, including all capitalised and accrued interest. In satisfaction of the exercise price payable by the Shareholder Lenders for the warrants, the Shareholder Lenders have transferred the entire Amended Shareholder Facility to the Company. The difference between the £55.0m warrant exercise proceeds and the amounts owed by the Group to the Shareholder Lenders at the point of exercise of £54.0m was satisfied by a payment of £1.5m in cash from one Shareholder Lender and a payment of £0.5m from the Company to the other Shareholder Lender. As a result, all financial indebtedness owed by the Group to the Shareholder Lenders under the Amended Shareholder Facility, has effectively been repaid.
Prior to repayment the full £50.0m (2025: £37.5m) available under the Amended Shareholder Facility was drawn (£55.0m including the £5.0m drawn in August 2024 and repaid in October 2024), of which £5.4m (2025: £4.4m) was allocated to the warrants on initial recognition (in line with the Group’s accounting policy, the debt component was valued first by discounting the contractual cash flows using a market rate of interest that would be payable on a similar debt instrument which did not include the warrants, the remainder of the proceeds was allocated to the warrants and recognised in the “Warrants reserve” within shareholders’ equity).
Subsequent to repayment of the Amended Shareholder Facility, the Lenders have agreed to provide a new £50m unsecured loan facility (the “Renewed Shareholder Facility”) on an uncommitted basis. The Renewed Shareholder Facility is available to draw down from 29 October 2025 until 15 July 2030, with interest payable at 12% per annum and a repayment date of 15 October 2030. There are no warrants attached to the drawdown of the facility extended under the Renewed Shareholder Facility. No amounts have been drawn under the Renewed Shareholder Facility at 30 June 2026.
Hayfin Facility
On 15 October 2024 the Group entered into a £40m secured senior loan facility (the “2024 Hayfin Facility”) with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a fund advised by Hayfin Capital Management LLP (“Hayfin”). The 2024 Hayfin Facility consisted of a committed £20m five-year term loan and an additional uncommitted £20m incremental facility. The committed £20m loan, which was drawn down immediately, was subject to an upfront arrangement fee and has a variable interest rate based on SONIA plus 9.5% per annum with interest payable based on Company selected interest periods (Interest rate based on SONIA +10.5% per annum during periods when the Company elects to apply PIK interest).
On 20 February 2026, the Group entered into an amendment to the 2024 Hayfin Facility, under which a new £40m senior secured facility (the "2026 Hayfin Facility”) was made available to the Group. The Group immediately drew down the full £40m facility. The 2026 Hayfin Facility has substantially the same terms as the 2024 Hayfin Facility.
The term of the Hayfin loan depends on the outcome of the Group’s potential dual primary listing of ordinary shares on the Main Board of The Stock Exchange of Hong Kong (the "Hong Kong Listing"). If a Hong Kong Listing occurs by 31 December 2026, the duration of both the 2024 Hayfin Facility and the 2026 Hayfin Facility will be extended such that aggregate amounts drawn under the Facilities will be due for repayment on 20 February 2031. If the possible Hong Kong Listing does not complete by 31 December 2026, the repayment date of the 2024 Hayfin Facility and the 2026 Hayfin Facility will be 16 October 2029.
As part of the terms related to the 2026 Hayfin Facility, the Company also granted Hayfin rights to subscribe for 59,546,848 new Ordinary Shares at a subscription price of 0.1 pence per Ordinary Share (the "Subscription Rights").
As part of the terms related to the 2024 Hayfin Facility, the Company previously issued to Hayfin an initial 131,603,616 warrants to subscribe for new Ordinary Shares, representing approximately 2.7% of the issued share capital of the Company (at the time), with a nominal exercise price of 0.1 pence per warrant and exercisable for a period of ten years from the date of issue. Subsequent to the initial issuance of warrants, the Company issued a further 1,854,610 warrants (843,005 in the year ended 30 June 2026) to Hayfin on the same terms for no additional consideration, as a result of anti-dilution clauses contained within the Hayfin warrants instrument.
At the same time as entering into the 2026 Hayfin Facility, Hayfin exercised all of its Subscription Rights and warrants. Hayfin elected to exercise on a cashless basis, accordingly, a portion of Hayfin’s entitlement to new Ordinary Shares was therefore withheld and used to offset against the exercise/subscription price payable. Hayfin received 58,955,876 new Ordinary Shares in respect of the Subscription Rights and 132,133,723 new Ordinary Share in respect of the warrants, all fully paid.
The 2024 and 2026 Hayfin Facilities include covenants requiring the Group to (a) maintain a prescribed minimum liquidity amount at all times, and (b) meet certain prescribed minimum gross sales targets, tested quarterly for the prior twelve-month period. If either covenant is not met then the loan agreement provides the option for the Group’s major shareholders to provide new funding within a prescribed time limit as a cure. If sufficient funds are not provided as a cure by the prescribed time then the loan will be repayable on demand. For the period from inception of the loan up to 30 June 2026 the Group has complied with the covenants at all times, hence the loan is not repayable on demand and is classified as non-current. The Group has sufficient funding for at least twelve months from the date of approval of these financial statements to ensure continued compliance with the minimum liquidity covenant. The Group’s gross sales in the twelve-month period to 30 June 2026 were 22% in excess of the minimum covenant requirement (2025: 12% in excess) and there is no increase in the gross sales required to meet this covenant until 30 June 2028.
18. Provisions
|
|
2026 £’000 |
2025 £’000 |
|
Italian leaving indemnity |
106 |
108 |
|
German rebate provision |
1,705 |
1,892 |
|
|
1,811 |
2,000 |
|
Current |
308 |
325 |
|
Non-current |
1,503 |
1,675 |
|
|
1,811 |
2,000 |
19. Retirement benefit obligations
Defined contribution scheme
The Group operates a defined contribution pension scheme for all employees in the UK except those that have opted out of the scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. A salary sacrifice scheme is in operation at Allergy Therapeutics (UK) Ltd. The effect of the scheme is to transfer a proportion of the payroll cost to pension contributions.
Defined benefit scheme
The Group operates a partly funded non-contributory defined benefit pension scheme for certain employees in Germany. The actuarial valuation was carried out by Mercer Deutschland GmbH at 30 June 2026.
The assets and liabilities in the scheme were as follows:
|
|
2026 £’000 |
2025 £’000 |
|
Fair value of plan assets |
908 |
972 |
|
Present value of scheme liabilities |
(9,177) |
(9,564) |
|
Deficit in the scheme |
(8,269) |
(8,592) |
Movement in assets during the year
|
|
2026 £’000 |
2025 £’000 |
|
Balance as at 1 July |
972 |
1,002 |
|
Foreign currency differences |
7 |
10 |
|
Interest income on plan assets |
37 |
37 |
|
Remeasurement of defined benefit asset |
(22) |
6 |
|
Contributions from employer |
— |
— |
|
Assets transferred to finance benefits paid |
(86) |
(83) |
|
Balance as at 30 June |
908 |
972 |
Movement in liabilities in the year
|
|
2026 £’000 |
2025 £’000 |
|
Balance as at 1 July |
(9,564) |
(9,613) |
|
Foreign currency differences |
(62) |
(99) |
|
Current service costs |
(98) |
(112) |
|
Interest cost |
(374) |
(360) |
|
Remeasurement of defined benefit liability – arising from changes in financial assumptions and experience gains |
525 |
271 |
|
Benefits paid by employer |
310 |
266 |
|
Benefits paid from assets |
86 |
83 |
|
Balance as at 30 June |
(9,177) |
(9,564) |
20. Derivative financial instruments
|
|
2026 £’000 |
2025 £’000 |
|
Current liabilities |
|
|
|
Embedded derivative |
— |
(10,457) |
|
|
— |
(10,457) |
The movement in the embedded derivative during the year was as follows:
|
|
2026 £’000 |
2025 £’000 |
|
At 1 July |
(10,457) |
— |
|
Initial recognition |
— |
(5,773) |
|
Revaluation |
(3,363) |
(4,684) |
|
Converted to equity |
13,820 |
— |
|
At 30 June |
— |
(10,457) |
21. Events after the balance sheet date
On 3 November 2026, the Company announced its intention to seek shareholder approval at the forthcoming Annual General Meeting for: (i) cancellation of admission of the Company's ordinary shares to trading on AIM (the “Cancellation”); (ii) re-registration of the Company as a private company limited by shares (the “Re-registration”); and (iii) adoption of new articles of association appropriate for the Company following Re-registration (the "New Articles"). The proposals remain subject to shareholder approval and the applicable statutory and regulatory processes. As at the date of approval of this Annual Report, the Company remains a public limited company and its ordinary shares remain admitted to trading on AIM. Cancellation and Re-registration are separate steps. Re-registration will take effect only when the Registrar of Companies issues the certificate of incorporation on re-registration; the New Articles are intended to take effect at that time. Separately, the Company continues to consider a potential primary listing on the Main Board of The Stock Exchange of Hong Kong Limited (the "Hong Kong Primary Listing"). That initiative remains under consideration and has not been abandoned as a consequence of the proposed Cancellation.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 1 day ago Savannah Energy
- 1 day ago Buccaneer Energy PLC
- 1 day ago Savannah Energy
- 1 day ago Carclo
- 1 day ago Schroder Japan Growth Fund