The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Eden Research
("Eden" or "the Company")
Preliminary results for the 15 months ended 31 March 2026
Eden Research (AIM: EDEN), a leader in sustainable biopesticide and biocontrol technologies, announces its preliminary results for the 15 months ended 31 March 2026.
Financial highlights
· Revenue for the period was £4.9 million (CY2024: £4.3 million)
· Operating loss for the period was £2.9 million (CY2024: £2.2 million)
· Cash position at the period-end was £1.5 million (CY2024: £3.7 million)
· Successful fundraise of £10.8 million (gross) around the year end, £7.6 million (gross) of which was received post period-end and which have partly been used to fund late blight and septoria field trials in 2026
Commercial and operational highlights
· Approval of flagship fungicide product, Mevalone®, for the control of powdery mildew on grapes in California.
· Ecovelex™ 2025 was granted temporary approval in Italy (in accordance with Reg. EU/1107/2009) for use as a bird repellent seed treatment on maize for the 2026 growing season.
· 3LOGY (predominantly known as Mevalone® outside of Italy) was granted approval by the Italian authorities for use on numerous new crops in order to control Botrytis and a range of new diseases, including powdery mildew and Sclerotinia.
· Mevalone® was granted approval by the French authorities for use on grapes to control downy and powdery mildew, subject to customary restrictions.
· Regulatory authorisation was received in Chile for the fungicide Novellus+™, an enhanced version of Mevalone®
· Appointment of Andermatt Kenya as the Company's exclusive distribution partner for Mevalone in Kenya.
· Agreement with Veto-pharma, a French pharmaceutical laboratory, to supply thymol for bee health applications in the United States.
· Appointment of Syngenta Crop Protection AG ("Syngenta") as the Company's exclusive distribution partner for professional uses in indoor and outdoor ornamental crops ("Ornamentals") in several EU countries and the UK.
· Data access agreement signed with TerpeneTech Limited ("TerpeneTech"), Eden's associate company, to provide it with access to the Company's Dossier Data on Geraniol that will enable TerpeneTech to continue in its capacity as a notified supplier of Geraniol under the EU's Biocidal Products Regulations. Under the terms of the agreement, the fee for this data access was £0.4 million .
Current trading and outlook
The Board's expectation for the full year currently remains unchanged though this is subject to a number of variables, including stocking for Mevalone for the 2027 growing season and the potential upside for Ecovelex sales driven by regulatory approval or temporary authorisations.
Use of Mevalone is driven by disease pressure caused by humidity and rainfall through the growing season so the prolonged hot, dry conditions seen in Europe and US can result in reduced use and early harvests which remove the final treatment windows. Where that happens, in-season application and re-ordering can fall, and distributors can carry more unsold product into the following season. Season-end sales and channel inventory will be visible later in the year and the Board will update the market at that time.
Separately, the Company continues to negotiate with two lead candidates for the Company's insecticide product with the expectation of signing an agreement by the end of 2026.
The Group's full Financial Statements are available at: www.edenresearch.com.
Lykele van der Broek, Chairman of Eden Research plc, commented: "Whilst there were a number of key milestones reached during the period, it is important to highlight those whose significance may not be immediately apparent. A notable example is the label extension for Mevalone in France which covers the key diseases of downy and powdery mildew which, due to the restriction, or banning, of incumbent products, provides a significant opportunity for Eden to take a meaningful share in an important and sizeable market.
Our partner in France for Mevalone, Corteva Agriscience, is working hard to promote and establish Mevalone for that use, and I believe that opportunity has the potential to become a significant contributor to Eden's future growth.
Importantly, this is just one example of progress being made across the business. Several opportunities are now beginning to gain traction, while others continue to advance towards commercialisation, reinforcing my confidence in the long-term outlook for the Company.
I remain very confident in the Company, its products, technologies, and its commercial prospects and am pleased to report another successful period of progress."
For further information contact:
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Eden Research plc |
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Sean Smith, Chief Executive Officer |
Via Walbrook PR |
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Alex Abrey, Chief Financial Officer |
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Cavendish Capital Markets Limited (Nominated advisor and joint broker) |
Tel: 020 7220 0500 |
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Giles Balleny / Elysia Bough (Corporate Finance) |
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Harriet Ward (Corporate Broking) / Dale Bellis (Sales) |
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Oberon Capital (Joint Broker) |
Tel: 020 3179 5300 |
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Nick Lovering / Mike Seabrook / Adam Pollock |
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Walbrook PR (Media Relations & Investor Relations) |
Tel: 020 7933 8780 or eden@walbrookpr.com |
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Paul McManus / Anna Dunphy / Nick Rome |
Mob: 07980 541 893 / Mob: 07876 741 001 / Mob: 07748 325 236 |
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Notes to Editors:
Eden Research is the only UK-listed company focused on biopesticides for sustainable agriculture. It develops and supplies innovative biopesticide products and natural microencapsulation technologies to the global crop protection, animal health and consumer products industries.
Eden's products are formulated with terpene active ingredients, based on natural plant defence metabolites. To date, they have been primarily used on high-value fruits and vegetables, improving crop yields and marketability, with equal or better performance when compared with conventional pesticides. Eden has three products currently on the market:
Based on plant-derived active ingredients, Mevalone® is a foliar biofungicide which initially targets a key disease affecting grapes and other high-value fruit and vegetable crops. It is a useful tool in crop defence programmes and is aligned with the requirements of integrated pest management programmes. It is approved for sale in a number of key countries whilst Eden and its partners pursue regulatory clearance in new territories thereby growing Eden's addressable market globally.
Cedroz™ is a bionematicide that targets free living nematodes which are parasitic worms that affect a wide range of high-value fruit and vegetable crops globally. Cedroz is registered for sale on two continents and Eden's commercial collaborator, Eastman Chemical, is pursuing registration and commercialisation of this important new product in numerous countries globally.
Eden's seed treatment product (approval expected in 2026), Ecovelex was developed to safely tackle crop destruction caused by birds - a major cause of losses in maize and other crops. Ecovelex works by creating an unpleasant taste or odour that repels birds, leaving the seeds safely intact and the birds unaffected and free to find alternative food sources. The product is based on Eden's plant-derived chemistry, registered in the EU, US and elsewhere, and formulated using Eden's Sustaine® microencapsulation system.
Eden's Sustaine® encapsulation technology is used to harness the biocidal efficacy of naturally occurring chemicals produced by plants (terpenes) and can also be used with both natural and synthetic compounds to enhance their performance and ease-of-use. Sustaine microcapsules are naturally-derived, plastic-free, biodegradable micro-spheres derived from yeast. It is one of the only viable, proven and immediately registerable solutions to the microplastics problem in formulations requiring encapsulation.
Eden was admitted to trading on AIM on 11 May 2012 and trades under the symbol EDEN. It was awarded the London Stock Exchange Green Economy Mark in January 2021, which recognises London-listed companies that derive over 50% of their total annual revenue from products and services that contribute to the global green economy. Eden derives 100% of its total annual revenues from sustainable products and services.
For more information about Eden, please visit: www.edenresearch.com.
Follow Eden on LinkedIn, Twitter and YouTube.
Chairman's Statement
I am pleased to update shareholders on fifteen months of continued progress for Eden, during which the Company built meaningfully on the momentum established in 2024 and reached a number of commercial and regulatory milestones that strengthen its position as an emerging leader in biological crop protection.
We made further headway in our key markets. In the United States, the Californian authorities granted Mevalone® approval for use on grapes against powdery mildew, extending its permitted use in the state beyond Botrytis cinerea and broadening its addressable market opportunity in one of our most important territories.
We also continued to expand our international footprint, appointing Andermatt Kenya as our exclusive distribution partner for Mevalone® in Kenya, where regulatory approval is already in place, opening access to the country's high-value fruit, vegetable and ornamental crop sectors.
A particular highlight of the year was the signing of our first commercial agreement with Syngenta, a major global crop protection company. Under a distribution agreement covering ornamental crops across the European Union and the United Kingdom, our biofungicide will be marketed by our new partner under its own brand. This is an important endorsement of Eden's technology and we believe it marks a significant step in the commercialisation of our portfolio.
Ecovelex also continued to advance. In Italy, the authorities granted Ecovelex-treated maize seeds a further temporary authorisation, giving Italian farmers continued access for the coming growing season. We also entered into a Knowledge Transfer Partnership with Royal Holloway, University of London, supported by Innovate UK, to accelerate the development of Ecovelex and explore its application to new cereal and vegetable seeds, giving us access to valuable academic expertise and facilities.
Beyond our core crop protection markets, we signed a thymol supply agreement that will see one of the three core actives underpinning our biopesticide portfolio supplied for use in bee care products, illustrating the broader value of Eden's encapsulation technology and active ingredients.
As I have noted before, and as I know well from my previous roles including as Chief Operating Officer of Bayer CropScience, the crop protection industry is heavily regulated, methodical and, at times, frustratingly slow paced. Yet the evolution of biopesticides remains a very positive development for the industry, the environment and consumers, and an increasingly valuable one. Investment in this area continues to grow through both internal development and M&A activity, reflecting a clear consensus that biopesticides and other sustainable solutions are the future of crop protection.
Each of these developments helps to broaden Eden's addressable markets and to build the foundations for sustainable, long-term growth. I remain very optimistic about Eden's prospects and confident that the Company is firmly establishing itself as a leader in biological crop protection products and solutions.
I would like to thank Eden's team for its efforts and its shareholders for their much appreciated support.
Lykele van der Broek
Non-Executive Chairman
25 August 2026
Chief Executive Officer's Review
This has been a defining period for Eden. Over the 15 months to 31 March 2026, we have broadened our product portfolio, expanded into significant new geographies and, through a £10.8 million fundraising completed in the early part of 2026, secured the capital to accelerate our most valuable opportunities by as much as three years. We enter the new financial year as the only UK-listed company dedicated to biopesticides for sustainable agriculture, with the strongest balance sheet, the deepest pipeline, and the clearest line of sight to commercial scale in our history.
Our markets continue to move decisively in our direction. Across the EU and beyond, conventional chemistries that growers have relied on for decades are being withdrawn, while the regulatory and consumer pressure for residue-free, sustainable crop protection only intensifies. Eden's portfolio of products based upon registered, plant-derived active substances and plastic-free Sustaine® technology sits precisely where the industry is heading. The question is not whether the opportunity is real, it is how quickly we can convert it.
During the period, the Board changed Eden's accounting reference date from 31 December to 31 March, producing the 15-month reporting period covered by these accounts. This is a deliberate alignment with the rhythm of agriculture: in the Northern Hemisphere, which represents the large majority of our current business, crop protection products are sold ahead of the growing season, during calendar Q4 and Q1. A 31 December cut-off fell awkwardly through the middle of that selling window; a 31 March year-end captures the commercial season more cleanly and largely removes the distortions and logistical pressures of producing and shipping in December. It is the convention adopted by many agricultural businesses, and it will make Eden's performance easier to understand and compare year on year.
As anticipated, a portion of revenue that historically fell in December has been recognised in the early months of 2026, and the period reflects the normal seasonality of our industry alongside the warmer, drier European conditions that influenced demand for certain products in the first half of 2025.
The standout corporate event around the end of the period was the successful £10.8 million capital raise, completed through a firm placing, subscription, retail offer and conditional placing in the second quarter of 2026. I would like to thank both our long-standing shareholders and the new institutional investors who participated for their confidence in Eden's strategy.
This is growth capital with a clear purpose. The proceeds are directed principally at advancing and expediting the registration and commercialisation of our insecticide formulation and our second-generation fungicide for late blight, two of the largest opportunities in our portfolio. By funding these programmes now, we expect to bring products to market materially sooner.
Mevalone® and Novellus+, extending a market-leading franchise
Our flagship biofungicide had an exceptional period of regulatory and commercial progress. In California, one of the world's most important high-value horticulture and wine-growing markets, Mevalone secured approval for the control of powdery mildew on grapes, broadening its label in a flagship territory. In France, following the removal by the national regulator of multiple critical copper-based fungicides, Mevalone stands as one of very few approved organic treatments for downy mildew in viticulture, an opening of real significance in one of Europe's largest wine markets, distributed by our partner Corteva France.
Novellus+, our enhanced next-generation formulation, achieved its first authorisation in South America with approval in Chile for use on wine and table grapes against grey mould and powdery mildew, distributed by Sipcam. Chile is a major agricultural economy and one of the world's leading wine exporters, and the approval marks an important step in taking Novellus+ global. Together, Mevalone and Novellus+ are increasingly well placed to take share as competing conventional fungicides are withdrawn from the EU market.
Cedroz™, a widening lead as alternatives disappear
Our bionematicide continues to benefit from a structural tailwind: as conventional nematicides are withdrawn under regulatory pressure, the pool of viable alternatives is shrinking, and growers are adopting Cedroz accordingly. With a leading competitor product also recently withdrawn in the EU, we expect Cedroz to continue its trajectory of growth as we extend labels, enter new territories and refine our country-by-country commercial strategy.
Ecovelex™, towards full European authorisation
Ecovelex, our bird-repellent seed treatment for maize developed with Corteva, again supported sales in Italy under a temporary authorisation. Full authorisation in the EU remains the prize: once granted by the Rapporteur Member State, it unlocks the route to approvals across other member states within the broader European opportunity. While the precise timing of EU crop protection authorisations is inherently difficult to predict, grower support for Ecovelex as an alternative to conventional seed treatments remains strong. Following regulatory authorisation, the opportunity will fully materialise when the authorisation for the EU market-leading incumbent is finally withdrawn. Again, the timing of this is difficult to anticipate, but, we believe, imminent.
Behind our marketed products sits a development pipeline that we believe represents the most exciting value-creation opportunity in Eden's history, and the principal reason we raised capital during the period which was completed in the second quarter of 2026.
Our first insecticide has now been the subject of several hundred field trials conducted by Eden and prospective partners over recent years, with robust results and substantial commercial interest. Following well-documented bans on conventional insecticides, demand for a credible, sustainable alternative is acute. We have narrowed discussions to a small number of potential partners and are conducting these negotiations carefully, because we believe this product could ultimately surpass anything we have brought to market to date and we are determined to secure terms that reflect its full value for shareholders.
Our two lead second-generation fungicide candidates target late blight in potatoes and other high-value crops, a market where the removal of long-established conventional chemistries has left growers actively seeking new solutions. Third parties are already conducting their own laboratory and field evaluations. In parallel, a second insecticidal candidate has shown promising early results against lepidoptera (moths), opening a further potentially valuable avenue.
We are disciplined about how we fund development. Our Knowledge Transfer Partnership with Royal Holloway, University of London, supported by Innovate UK, is expanding our Ecovelex seed-treatment platform into new cereal and vegetable seeds at roughly a third of the standalone cost, while giving us access to world-class academic expertise. We will continue to pursue non-dilutive, grant-supported routes wherever they accelerate our programmes efficiently.
Sustainable agriculture remains the heart of Eden, but where our active ingredients and intellectual property can generate strong returns in adjacent sectors, we will pursue them selectively. Our agreement to supply thymol for bee-health applications, addressing the varroa mite that threatens these vital pollinators, is a good example of leveraging an existing registration for incremental, high-quality revenue.
The financial results for the period reflect both the normal seasonality of our industry and the transitional nature of the extended reporting window, during which revenue weighting and the timing of customer payments shifted relative to prior years. We continued to invest meaningfully in the portfolio, advancing regulatory submissions, new formulations and label extensions, and the field and laboratory work needed to commercialise our pipeline, while also managing the regulatory renewal of our active ingredients with our customary diligence. With the capital raised in early 2026, Eden enters the new financial year well-funded to execute its growth plans. A full account of the financial results is set out in the financial statements that follow.
Eden has never been better positioned. The structural shift away from conventional chemistry is accelerating; our marketed products are winning approvals and taking share in important existing and new geographies; our pipeline is maturing into focussed commercial conversations; and we have the capital to press our advantage rather than pace ourselves to it, a position that Eden has only achieved over the past few years. Our priorities for the year ahead are clear: convert the insecticide opportunity on the right terms, advance the second-generation fungicide and insecticide candidates, secure full European authorisation for Ecovelex, and continue to extend the labels and territories of Mevalone, Novellus+ and Cedroz.
None of this would be possible without the people who make Eden what it is. I would like to thank our exceptional team for their dedication and ingenuity throughout an unusually long and demanding reporting period, our commercial and development partners for their shared ambition, our shareholders for their continued belief in our mission and our Board for its challenging but constructive approach to business building. There is a great deal happening at Eden, and I look forward to updating you on our progress through the year ahead with confidence in the future we are building.
Sean Smith
Chief Executive Officer
Eden Research
25 August 2026
Consolidated statement of comprehensive income
For the 15 month period ended 31 March 2026
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Notes |
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15 month period to 31 March 2026 £ |
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Year ended 31 December 2024 £ |
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Revenue |
4 |
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4,852,265 |
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4,302,603 |
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Cost of sales |
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(2,620,271) |
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(2,430,433) |
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Gross profit |
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2,231,994 |
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1,872,170 |
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Other operating income |
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- |
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20,866 |
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Amortisation of intangible assets |
12 |
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(591,895) |
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(364,319) |
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Administrative expenses |
|
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(4,382,238) |
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(3,510,068) |
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Share-based payments |
22 |
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(118,021) |
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(204,928) |
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Operating loss |
5 |
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(2,860,160) |
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(2,186,279) |
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Interest income |
8 |
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22,242 |
|
110,483 |
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Finance costs |
9 |
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(41,215) |
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(10,642) |
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Foreign exchange gains/(losses) |
9 |
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50,960 |
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(95,988) |
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Bad debt provision |
18 |
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(16,343) |
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- |
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Share of (loss)/profit of equity accounted Investee, net of tax |
15 |
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(53,252) |
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2,279 |
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Loss before taxation |
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(2,897,768) |
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(2,180,147) |
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Income tax credit |
10 |
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445,467 |
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267,008 |
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Loss and total comprehensive loss for the period |
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(2,452,301) |
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(1,913,139) |
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Loss and total comprehensive loss for the period is attributable to: |
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- Owners of the Parent Company |
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(2,446,897) |
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(1,906,591) |
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- Non-controlling interests |
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(5,404) |
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(6,548) |
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(2,452,301) |
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(1,913,139) |
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Loss per share |
11 |
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Basic |
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(0.45p) |
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(0.36p) |
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Diluted |
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(0.45p) |
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(0.36p) |
Consolidated statement of financial position
As at 31 March 2026
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Notes |
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31 March 2026 £ |
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31 December 2024 £ |
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Non-current assets |
|
|
|
|
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Intangible assets |
12 |
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8,693,003 |
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6,886,546 |
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Property, plant and equipment |
13 |
|
69,199 |
|
183,595 |
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Right-of-use assets |
14 |
|
662,260 |
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138,706 |
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Investments |
15 |
|
246,224 |
|
299,476 |
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|
|
|
9,670,686 |
|
7,508,323 |
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Current assets |
|
|
|
|
|
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Inventories |
17 |
|
581,862 |
|
532,650 |
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Trade and other receivables |
18 |
|
4,127,555 |
|
3,105,842 |
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Current tax recoverable |
10 |
|
445,467 |
|
584,209 |
|
Cash and cash equivalents |
|
|
1,517,613 |
|
3,674,796 |
|
|
|
|
6,672,497 |
|
7,897,497 |
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Current liabilities |
|
|
|
|
|
|
Trade and other payables |
19 |
|
3,241,151 |
|
3,399,502 |
|
Lease liabilities |
20 |
|
174,467 |
|
109,039 |
|
|
|
|
3,415,618 |
|
3,508,541 |
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Net current assets |
|
|
3,256,879 |
|
4,388,956 |
|
Non-current liabilities |
|
|
|
|
|
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Lease liabilities |
20 |
|
497,446 |
|
59,693 |
|
|
|
|
497,446 |
|
59,693 |
|
Net assets |
|
|
12,430,119 |
|
11,837,586 |
|
|
|
|
|
|
|
|
|
Notes |
|
31 March 2026 £ |
|
31 December 2024 £ |
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Called up share capital |
23 |
|
6,133,633 |
|
5,333,529 |
|
Share premium account |
24 |
|
8,540,361 |
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6,413,652 |
|
Warrant reserve |
25 |
|
530,275 |
|
790,154 |
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Retained earnings |
|
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(2,789,013) |
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(720,016) |
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Non-controlling interest |
26 |
|
14,863 |
|
20,267 |
|
Total equity |
|
|
12,430,119 |
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11,837,586 |
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|
|
|
|
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The financial statements were approved by the Board of Directors and authorised for issue on 19 August 2026 and are signed on its behalf by:
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Sean Smith |
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Director |
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Company statement of financial position
As at 31 March 2026
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Notes |
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31 March 2026 £ |
|
31 December 2024 £ |
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Intangible assets |
12 |
|
8,643,210 |
|
6,820,163 |
|
Property, plant and equipment |
13 |
|
69,199 |
|
183,595 |
|
Right-of-use assets |
14 |
|
662,260 |
|
138,706 |
|
Investments |
15 |
|
246,224 |
|
299,476 |
|
|
|
|
9,620,893 |
|
7,441,940 |
|
Current assets |
|
|
|
|
|
|
Inventories |
17 |
|
581,862 |
|
532,650 |
|
Trade and other receivables |
18 |
|
4,231,623 |
|
3,215,693 |
|
Current tax recoverable |
10 |
|
445,467 |
|
584,209 |
|
Cash and cash equivalents |
|
|
1,517,613 |
|
3,674,796 |
|
|
|
|
6,776,565 |
|
8,007,348 |
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
19 |
|
3,241,151 |
|
3,399,502 |
|
Lease liabilities |
20 |
|
174,467 |
|
109,039 |
|
|
|
|
3,415,618 |
|
3,508,541 |
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Net current assets |
|
|
3,360,947 |
|
4,498,807 |
|
Non-current liabilities |
|
|
|
|
|
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Lease liabilities |
20 |
|
497,446 |
|
59,693 |
|
|
|
|
497,446 |
|
59,693 |
|
Net assets |
|
|
12,484,394 |
|
11,881,054 |
|
|
|
|
|
|
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Notes |
|
31 March 2026 £ |
|
31 December 2024 £ |
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Called up share capital |
23 |
|
6,133,633 |
|
5,333,529 |
|
Share premium account |
24 |
|
8,540,361 |
|
6,413,652 |
|
Warrant reserve |
25 |
|
530,275 |
|
790,154 |
|
Retained earnings |
|
|
(2,719,875) |
|
(656,281) |
|
Total equity |
|
|
12,484,394 |
|
11,881,054 |
|
|
|
|
|
|
|
|
As permitted by s408 Companies Act 2006, the Company has not presented its own income statement and related notes. The Company's loss for the period was £2,441,494 (Year ended 31 December 2024: loss of £1,900,044).
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The financial statements were approved by the Board of Directors and authorised for issue on 19 August 2026 and are signed on its behalf by: |
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Sean Smith |
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Director |
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Company Registration No. 03071324 |
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Consolidated statement of changes in equity
For the 15 month period ended 31 March 2026
|
|
|
Share Capital |
|
Share premium account |
|
|
Warrant reserve |
|
Retained earnings |
|
Total |
|
Non-controlling interest |
|
Total |
|
|
Notes |
£ |
|
£ |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
Balance at 1 January 2024 |
|
5,333,529 |
|
6,413,652 |
|
|
758,234 |
|
1,013,567 |
|
13,518,982 |
|
26,815 |
|
13,545,797 |
|
Year ended 31 December 2024: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and total comprehensive loss |
|
- |
|
- |
|
|
- |
|
(1,906,591) |
|
(1,906,591) |
|
(6,548) |
|
(1,913,139) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners in their capacity as owners: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted |
22 |
- |
|
- |
|
|
204,928 |
|
- |
|
204,928 |
|
- |
|
204,928 |
|
Options lapsed |
22 |
- |
|
- |
|
|
(173,008) |
|
173,008 |
|
- |
|
- |
|
- |
|
Balance at 31 December 2024 |
|
5,333,529 |
|
6,413,652 |
|
|
790,154 |
|
(720,016) |
|
11,817,319 |
|
20,267 |
|
11,837,586 |
|
|
|
Share Capital |
|
Share premium account |
|
|
Warrant reserve |
|
Retained earnings |
|
Total |
|
Non-controlling interest |
|
Total |
|
|
Notes |
£ |
|
£ |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
Balance at 1 January 2025 |
|
5,333,529 |
|
6,413,652 |
|
|
790,154 |
|
(720,016) |
|
11,817,319 |
|
20,267 |
|
11,837,586 |
|
15 month period ended 31 March 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and Total comprehensive loss |
|
- |
|
- |
|
|
- |
|
(2,446,897) |
|
(2,446,897) |
|
(5,404) |
|
(2,452,301) |
|
Issue of shares |
|
800,104 |
|
2,400,314 |
|
|
- |
|
- |
|
3,200,418 |
|
- |
|
3,200,418 |
|
Share issue costs |
|
- |
|
(273,605) |
|
|
- |
|
- |
|
(273,605) |
|
- |
|
(273,605) |
|
Options granted |
22 |
- |
|
- |
|
|
118,021 |
|
- |
|
118,021 |
|
- |
|
118,021 |
|
Options lapsed |
22 |
- |
|
- |
|
|
(377,900) |
|
377,900 |
|
- |
|
- |
|
- |
|
Balance at 31 March 2026 |
|
6,133,633 |
|
8,540,361 |
|
|
530,275 |
|
(2,789,013) |
|
12,415,256 |
|
14,863 |
|
12,430,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company statement of changes in equity
For the 15 month period ended 31 March 2026
|
|
|
|
Share Capital |
|
Share premium account |
|
|
Warrant reserve |
|
Retained earnings |
|
Total |
|
|
Notes |
|
£ |
|
£ |
|
|
£ |
|
£ |
|
£ |
|
Balance at 1 January 2024 |
|
|
5,333,529 |
|
6,413,652 |
|
|
758,234 |
|
1,070,755 |
|
13,576,170 |
|
Year ended 31 December 2024: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and total comprehensive loss |
|
|
- |
|
- |
|
|
- |
|
(1,900,044) |
|
(1,900,044) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners in their capacity as owners: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted |
22 |
|
- |
|
- |
|
|
204,928 |
|
- |
|
204,928 |
|
Options lapsed |
22 |
|
- |
|
- |
|
|
(173,008) |
|
173,008 |
|
- |
|
Balance at 31 December 2024 |
|
|
5,333,529 |
|
6,413,652 |
|
|
790,154 |
|
(656,281) |
|
11,881,054 |
|
|
|
|
Share Capital |
|
Share premium account |
|
|
Warrant reserve |
|
Retained earnings |
|
Total |
|
|
Notes |
|
£ |
|
£ |
|
|
£ |
|
£ |
|
£ |
|
Balance at 1 January 2025 |
|
|
5,333,529 |
|
6,413,652 |
|
|
790,154 |
|
(656,281) |
|
11,881,054 |
|
15 month period ended 31 March 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of shares |
|
|
800,104 |
|
2,400,314 |
|
|
- |
|
- |
|
3,200,418 |
|
Share issue costs |
|
|
- |
|
(273,605) |
|
|
- |
|
- |
|
(273,605) |
|
Loss and total comprehensive loss
Transactions with owners in their capacity as owners: |
|
|
- |
|
- |
|
|
- |
|
(2,441,494) |
|
(2,441,494) |
|
Options granted |
22 |
|
- |
|
- |
|
|
118,021 |
|
- |
|
118,021 |
|
Options lapsed |
22 |
|
- |
|
- |
|
|
(377,900) |
|
377,900 |
|
- |
|
Balance at 31 March 2026 |
|
|
6,133,633 |
|
8,540,361 |
|
|
530,275 |
|
(2,719,875) |
|
12,484,394 |
For the 15 month period ended 31 March 2026
|
|
|
|
|
15 month period to 31 March 2026 |
|
|
Year ended 31 December 2024 |
||
|
|
Notes |
|
£ |
|
£ |
|
£ |
|
£ |
|
Cash flow from operating activities |
|
|
|
|
|
|
|
|
|
|
Cash absorbed by operations |
30 |
|
|
|
(3,052,557) |
|
|
|
(1,008,569) |
|
Interest paid |
9 |
|
|
|
5,660 |
|
|
|
- |
|
R&D tax credit received |
|
|
|
|
584,209 |
|
|
|
- |
|
Net cash outflow from operating activities |
|
|
|
|
(2,462,688) |
|
|
|
(1,008,569) |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
Development of intangible assets |
12 |
|
(2,398,352) |
|
|
|
(2,540,060) |
|
|
|
Purchase of property, plant and equipment |
13 |
|
(7,368) |
|
|
|
(48,649) |
|
|
|
Interest received |
8 |
|
22,242 |
|
|
|
110,483 |
|
|
|
Net cash used in investing activities |
|
|
|
|
(2,383,478) |
|
|
|
(2,478,226) |
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
Issue of share capital - net of costs |
23 |
|
2,926,813 |
|
|
|
- |
|
|
|
Payment of lease liabilities |
20 |
|
(253,235) |
|
|
|
(145,796) |
|
|
|
Interest on lease liabilities |
20 |
|
(35,555) |
|
|
|
(9,732) |
|
|
|
Net cash generated from/(used in) financing activities |
|
|
|
|
2,638,023 |
|
|
|
(155,528) |
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
|
|
(2,208,143) |
|
|
|
(3,642,323) |
|
Cash and cash equivalents at beginning of year |
|
|
|
|
3,674,796 |
|
|
|
7,413,107 |
|
Effect of foreign exchange rates |
|
|
|
|
50,960 |
|
|
|
(95,988) |
|
Cash and cash equivalents at end of year |
|
|
|
|
1,517,613 |
|
|
|
3,674,796 |
|
Relating to: |
|
|
|
|
|
|
|
|
|
|
Bank balances |
|
|
|
|
1,517,613 |
|
|
|
3,674,796 |
Non-cash movement on account of financing activities:
Note
14 Right of use asset additions of £750,069 (Year ended 31 December 2024: £63,605).
22 Share-based payment charge of £118,021 (Year ended 31 December 2024: £204,928).
Company statement of cash flows
For the 15 month period ended 31 March 2026
|
|
|
|
|
15 month period to 31 March 2026 |
|
|
Year ended 31 December 2024 |
||
|
|
Notes |
|
£ |
|
£ |
|
£ |
|
£ |
|
Cash flow from operating activities |
|
|
|
|
|
|
|
|
|
|
Cash absorbed by operations |
30 |
|
|
|
(3,052,557) |
|
|
|
(1,008,569) |
|
Interest paid |
9 |
|
|
|
5,660 |
|
|
|
- |
|
R&D tax credit received |
|
|
|
|
584,209 |
|
|
|
- |
|
Net cash outflow from operating activities |
|
|
|
|
(2,462,689) |
|
|
|
(1,008,569) |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
Development of intangible assets |
12 |
|
(2,398,352) |
|
|
|
(2,540,060) |
|
|
|
Purchase of property, plant and equipment |
13 |
|
(7,368) |
|
|
|
(48,649) |
|
|
|
Interest received |
8 |
|
22,242 |
|
|
|
110,483 |
|
|
|
Net cash used in investing activities |
|
|
|
|
(2,383,478) |
|
|
|
(2,478,226) |
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
Issue of share capital - net of costs |
23 |
|
2,926,813 |
|
|
|
- |
|
|
|
Payment of lease liabilities |
20 |
|
(253,235) |
|
|
|
(145,796) |
|
|
|
Interest on lease liabilities |
20 |
|
(35,555) |
|
|
|
(9,732) |
|
|
|
Net cash generated from/(used in) financing activities |
|
|
|
|
2,638,023 |
|
|
|
(155,528) |
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
|
|
(2,208,143) |
|
|
|
(3,642,323) |
|
Cash and cash equivalents at beginning of year |
|
|
|
|
3,674,796 |
|
|
|
7,413,107 |
|
Effect of foreign exchange rates |
|
|
|
|
50,960 |
|
|
|
(95,988) |
|
Cash and cash equivalents at end of year |
|
|
|
|
1,517,613 |
|
|
|
3,674,796 |
|
Relating to: |
|
|
|
|
|
|
|
|
|
|
Bank balances |
|
|
|
|
1,517,613 |
|
|
|
3,674,796 |
Non-cash movement on account of financing activities:
14 Right of use asset additions of £750,069 (Year ended 31 December 2024: 63,605).
22 Share-based payment charge of £118,021 (Year ended 31 December 2024: 204,928).
Notes to the Group financial statements
For the 15 month period ended 31 March 2026
|
1 |
Accounting policies |
|
|
Company information |
|
|
Eden Research plc (the "Company") is a public company limited by shares incorporated in England and Wales. The registered office is 67c Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RQ.
The Group is defined as, and consists of, Eden Research plc, its subsidiaries, TerpeneTech Limited (Ireland), Eden Research Europe Limited (Ireland) (see note 16) and its associate company, TerpeneTech Limited (UK) (see note 15).
The Group and Company's principal activities and nature of its operations are disclosed in the Directors' report.
|
|
|
During the period, the Group and Company changed their financial year-end from 31 December to 31 March to better align financial reporting with the seasonal nature of the business and its agricultural product lines. As a result, these financial statements cover the fifteen-month period ended 31 March 2026, compared with the twelve-month period ended 31 December 2024. Accordingly, the comparative information is not directly comparable with the current period. References to the comparative period within these financial statements are described as the 'year ended 31 December 2024'. |
|
1.1 |
Accounting convention |
|
|
The Group and Company financial statements have been prepared in accordance with UK-adopted international accounting standards ("UK IAS" or "IFRS') and as applied in accordance with the provisions of the Companies Act 2006. |
|
|
The financial statements are prepared in pound sterling, which is the functional currency of the Group and Company. Monetary amounts in these financial statements are rounded to the nearest £ unless otherwise stated.
The financial statements have been prepared on the historical cost basis, except for the re-measurement of certain financial instruments that are measured at fair value at the end of each reporting period. The principal accounting policies adopted are set out below.
The Company applies accounting policies consistent with those applied by the Group except where specified within the accounting policies disclosed below.
See note 2 for further information on changes to standards adopted during the period and standards that have been issued but are not yet effective at the year end.
The preparation of the Group and Company financial statements involves making accounting estimates and assumptions concerning the future. The critical accounting estimates and assumptions that have a significant risk to the carrying amounts of assets and liabilities within the next financial year are discussed in note 3.
|
|
|
|
|
1.2 |
Basis of preparation and comparative information
During the period, the Group and Company changed their financial year-end from 31 December to 31 March to better align financial reporting with the seasonal nature of the business and its agricultural product lines. As a result, these financial statements cover the fifteen-month period ended 31 March 2026, compared with the twelve-month period ended 31 December 2024. Accordingly, the comparative information is not directly comparable with the current period. References to the comparative period within these financial statements are described as the 'year ended 31 December 2024'. |
|
1.3 |
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the Company and its subsidiary undertakings up to 31 March. The profits and losses of the Company and its subsidiary undertakings are consolidated from the date from which control is achieved. TerpeneTech Limited ("TerpeneTech (Ireland)") has a financial year end of 31 December, which is different from the reporting date of the Group. Accordingly, management accounts are prepared for consolidation purposes to align the financial information with the Group's reporting date and facilitate inclusion in the consolidated financial statements.
Subsidiary undertakings are entities controlled by the Company. The Company controls an entity when it is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Associates
Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Company holds between 20 and 50 percent of the voting power of another entity, or where the Company has a lower interest but the right to appoint a director. The Company acquired 29.9% of TerpeneTech Limited ("TerpeneTech (UK)") during 2015; TerpeneTech (UK) is an associated undertaking. As for the Group's subsidiary, TerpeneTech (UK) has a December year end and as such management accounts are prepared to align the result for the correct period for the Group.
Application of the equity method to associates
The investment in TerpeneTech (UK) is accounted for using the equity method. The investment was initially recognised at cost. The Company's investment includes goodwill identified on acquisition, net of any accumulated impairment losses and any separable intangible assets. The financial statements include the Company's share of the total comprehensive income and equity movements of TerpeneTech (UK), from the date that significant influence commenced.
|
|
|
|
|
1.4 |
Going concern |
|
|
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for at least 12 months from the approval of the financial statements. Thus, the financial statements have been prepared on a going concern basis which contemplates the realisation of assets and the settlement of liabilities in the ordinary course of business.
The Group has reported a loss for the period after taxation of £2,452,301 (Year ended 31 December 2024: £1,913,139). Net current assets at that date amounted to £3,256,879 (Year ended 31 December 2024: £4,388,956). Cash at that date amounted to £1,517,613 (Year ended 31 December 2024: £3,674,796).
The Company has reported a loss for the period after taxation of £2,441,494 (Year ended 31 December 2024: £1,900,044). Net current assets at that date amounted to £3,360,947 (Year ended 31 December 2024: £4,498,807). Cash at that date amounted to £1,517,613 (Year ended 31 December 2024: £3,674,796).
Net cash outflow from operating activities for the Group was £2,462,689 (Year ended 31 December 2024: £1,008,569) and net cash used in investing activities was £2,383,478 (Year ended 31 December 2024: £2,478,226).
The Directors have prepared budgets and projected cash flow forecasts, based on forecast sales provided by the Group's distributors where available, for a period of at least 12 months from the date of approval of the financial statements and they consider that the Group and Company will be able to operate with the cash resources that are available to it for this period.
The forecasts adopted include revenue derived from existing contracts as well as expected new contracts in respect of products not yet available for use.
The Group has relatively low fixed running costs, as production is undertaken through toll manufacturers, and the Directors have previously demonstrated ability and willingness to delay certain costs, such as research and development expenditure, where required and are willing and able to delay costs in the forecast period should the need arise. A positive cash balance is forecasted to be maintained in this base scenario throughout the entire forecast period.
The Directors have also considered a downside scenario which includes reductions to revenue derived from existing contracts as well as elimination of revenue from products not yet available for use offset by mitigations around research and development expenditure as well as some reductions in expansionary overheads. Under this scenario, a positive cash balance would be maintained over the forecast period.
Consequently, the Directors are confident that the Group and Company will have sufficient funds to continue to meet their liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
|
|
|
|
|
|
|
|
|
The Group's achievement of long-term positive cash generation is reliant on the completion of ongoing product development and successful initial approval and registration of these products with various regulatory bodies, as well as the registration of existing products in new territories.
The Group has planned its cashflows taking into account its current cash availability and is satisfied that it can continue for the foreseeable future, albeit with careful management of the levels of investment in the short term, depending on the positive outcome and/or timing of certain commercial and regulatory events.
Subsequent to the reporting date, the Company completed a placing raising gross proceeds of approximately £7.6 million. 190,000,000 new ordinary shares were issued and admitted to trading on AIM on 13 April 2026.
Following admission, the Company's issued share capital increased to 803,362,994 ordinary shares. The proceeds will be used to support the Company's strategic objectives and provide additional working capital.
As the transaction occurred after the reporting date, it has not been reflected in the financial statements for the period ended 31 March 2026.
|
|
|
|
|
1.5 Revenue
|
|
|
Revenue received by the Group is recognised net of any taxes and in accordance with IFRS 15. Policies for each significant revenue stream are as follows:
Milestone payments
The Group receives milestone payments from other commercial arrangements, including any fees it has charged to partners for rights granted in respect of distribution agreements.
These agreements are bespoke, and any such revenue is specific to the particular agreement. Consequently, for each such agreement, the nature of the underlying performance obligations is assessed in order to determine whether revenue should be recognised at a point in time or over time.
Revenue is then recognised based on the above assessment upon satisfaction of the performance obligation.
The Corteva agreement entered into in 2021 included milestone payments of £141,293 received in 2021, £164,148 in 2022, £195,884 in 2023 and £450,904 in 2024. In the 15 month period ended 31 March 2026, a milestone payment of £308,480 was recorded. These milestone payments were assessed to relate to a performance obligation being satisfied at a point in time.
The second performance obligation relates to product sales and will be accounted for in line with the product sales policy disclosed below once the commercial sales have commenced.
Upfront and annual payments made by customers at commencement and for renewal of distribution and other agreements are recognised in accordance with the terms of the agreement. Where there is no ongoing obligation on the Group under the agreement, the payment is recognised in full in the period in which it is made. Where there is an ongoing obligation on the Group, the separate performance obligations under the agreement are identified and revenue allocated to each performance obligation. Revenue is then recognised when a corresponding performance obligation has been met.
|
|
|
R&D charges
The Group sometimes charges its partners for R&D costs that it has incurred which usually relate to specific projects and which it has incurred through a third party.
Upon agreement with a partner, or if a specific milestone is met, then the Group will raise an invoice which is usually payable between 30 and 120 days. Revenue is recognised upon satisfaction of the underlying performance obligation.
Royalties
The Group receives royalties from partners who have entered into a licence arrangement with the Group to use its intellectual property and who have sold products, which then gives rise to an obligation to pay the Group a royalty on those sales.
Generally, royalties relate to specific time periods, such as quarterly or annual dates, in which product sales have been made. Revenue is recognised in line with when these sales occur.
Once an invoice is raised by the Group, following the period to which the royalties relate, payment is due to the Company in 30 to 60 days.
Sales-based royalty income arising from licences of the Group's intellectual property is recognised in accordance with the terms of the underlying contract and is based on net sales value of product sold by the Group's licensees. It is recognised when the underlying sales occur.
Data sharing
The Group receives revenue generated from partners who wish to access certain data and/or studies that Eden has generated for its own registration purposes.
The partner will pay an agreed fee to get access to, and use of, the data for their own commercial and regulatory purposes.
This revenue is recognised when the data has been shared, and a Data Sharing Agreement signed, with the partner and the data is not subject to further alteration or updates.
|
|
|
|
Product sales
Generally, where the Group has entered into a distribution agreement with a partner, the Group is responsible for supplying product to that partner once a sales order has been signed.
At that point, the Group has the product manufactured through a third-party, toll manufacturer. At the point at which the product is finished and is made available to the partner to collect, or, if the Group is responsible for the shipping, the product has been delivered to the partner, the partner is liable for the product and obliged to pay the Group. Normal terms for product sales are 90 to 120 days. Returns are accepted and refunds are only made when product supplied is notified as defective within 60 days.
In the current or prior period, the Group did not have any contract assets or liabilities, other than the liability in respect of the Corteva milestone payments noted in the milestone section.
Product sales are recorded once the ownership and related rights and responsibilities are passed to the customer and the product is made available to the partner to collect, or, if the Group is responsible for the shipping, the product has been delivered to the customer.
No warranty provision is required as products are sold on the basis of meeting an agreed specification, confirmation of which is provided by way of a certificate of analysis.
Segmental information
The Group reports on operating segments in a manner consistent with the internal reporting provided to the chief operating decision-maker in accordance with IFRS 8. Please see note 4 for further details.
|
|
1.6 |
Intangible assets other than goodwill |
|
|
Intellectual property, which is made up of patent costs, trademarks and development costs, is capitalised and amortised on a straight-line basis over its remaining estimated useful economic life.
In the period ended 31 March 2026, the Company changed its estimate policy, in respect of amortisation, from being charged in line with the remaining life of the Group's master patent, which was originally 20 years, with additional Supplementary Protection Certificates having been granted in the majority of the countries in the EU in which the Group is selling Mevalone® and Cedroz, and has now changed it to tie in with the expected useful economic life of the Company's active ingredients and related products, as registered in the EU (and beyond), aligning the policy more closely with the current, highest value, cash-generating units. As such, the remaining estimated useful economic life is 12 years (Year ended 31 December 2024: 6 years).
The useful economic life of intangible assets is reviewed on an annual basis. An internally generated intangible asset arising from the Group's development activities is recognised only if all the following conditions are met: · the project is technically and commercially feasible; · an asset is created that can be identified; · the Group intends to complete the asset and use or sell it and has the ability to do so; · it is probable that the asset created will generate future economic benefits; · the development cost of the asset can be measured reliably; and · there are sufficient resources available to complete the project.
Internally-generated intangible assets are amortised on a straight-line basis over their useful lives from the date they are available for use. Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred.
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1.7 |
Property, plant and equipment |
|
|
Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. Individual items below £5,000 are not capitalised.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following straight-line basis:
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Leasehold land and buildings |
Over the term of the lease |
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|
Fixtures and fittings |
5 years |
|
|
Motor vehicles |
Over the term of the lease |
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|
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
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1.8 |
Impairment of tangible and intangible assets |
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|
The Directors regularly review the intangible assets for impairment and provision is made if necessary. Assets that are subject to amortisation and those that are under development are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. See note 12 for further details in the intangible asset impairment review completed in the year.
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1.9 |
Inventories |
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|
Inventories are stated at the lower of cost and estimated selling price, less costs to complete and sell. Cost is based on the first-in-first-out principle. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.
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1.10 |
Financial instruments |
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(i) Recognition and initial measurement Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities (including trade payables) are initially recognised when the Group becomes a part to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable with a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss ("FVTPL"), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
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(ii) Classification and subsequent measurement
Financial assets (a) Classification On initial recognition, a financial asset is classified as measured at amortised cost or FVTPL.
Financial assets are not reclassified subsequently to their initial recognition unless the Group changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions: · It is held within a business model whose objective is to hold assets to collect contractual cash flows; and · Its contractual terms give rise on specific dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Investments in associates accounted for using the equity method and subsidiaries are carried at cost less impairment.
(a) Subsequent measurement and gains and losses Financial assets at amortised cost are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Cash and cash equivalents Cash and cash equivalents comprise cash balances and short-term highly liquid investments with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
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Financial liabilities and equity Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:
(a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and
(b) where the instrument will or may be settled in the Group's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Group's own equity instruments or is a derivative that will be settled by the Group's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Group 's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Where a financial instrument that contains both equity and financial liability components exists these components are separated and accounted for individually under the above policy.
(iii) Impairment
The Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost.
The Group measures loss allowances at an amount equal to lifetime ECL, except for other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition, which are measured as 12-month ECL.
Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECL. During the period, an expected credit loss provision of £16,342 (Year ended 31 December 2024: £nil) has been recognised on trade receivables over 12 months old, on which payment is uncertain.
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When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company's historical experience and informed credit assessment and including forward-looking information.
The Group considers a financial asset to be in default when: · the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realising security (if any is held); or · the financial asset is more than 120 days past due.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
Credit-impaired financial assets At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Write-offs The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. |
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1.11 |
Taxation |
|
|
The tax expense represents the sum of the tax currently payable and deferred tax.
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|
|
Current tax |
|
|
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. The current tax charge includes any research and development tax credits claimed by the Group.
R&D tax credits are accounted for on an accruals basis by reference to IAS 12 and are calculated based on development costs incurred by the Group through third party contractors, as well as members of staff who are involved in research and development of the Group's products. |
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Deferred tax |
|
|
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interest in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised based on the tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
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1.12 |
Employee benefits |
|
|
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement in the periods during which services are rendered by employees.
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1.13 |
Retirement benefits |
|
|
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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|
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1.14 |
Share-based payments |
|
|
The Company has applied the requirements of IFRS 2 Share-Based Payments.
Unapproved share option scheme
The Company operated an unapproved share option scheme for executive directors, senior management and certain employees up to September 2017.
Long-Term Incentive Plan ('LTIP')
In 2017, the Company established a LTIP to incentivise the Executives to deliver long-term value creation for shareholders and ensure alignment with shareholder interest. Awards were made annually and were subject to continued service and challenging performance conditions usually over a three-year period. The performance conditions were reviewed on an annual basis to ensure they remained appropriate and were based on increasing shareholder value. Awards were structured as nil cost options with a seven-year life after vesting.
Other than in exceptional circumstances, awards were up to 100% of salary in any one year and granted subject to achieving challenging performance conditions set at the date of the grant. A percentage of the award vested for 'Threshold' performance with full vesting taking place for equalling or exceeding the performance 'Target'. In between the Threshold and Target there was pro rata vesting.
The LTIP was adopted by the Board of Directors of the Company on 28 September 2017.
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|
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|
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Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that ultimately the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted, as long as other vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in fair value of the options, measured immediately before and after the modification is also charged to the Statement of Profit or Loss and Other Comprehensive Income over the remaining vesting period.
In June 2021, the Company made changes to the LTIP.
The changes to the LTIP have been treated as a modification of the existing plan for financial reporting purposes which means that the Fair Value of previous awards has been recognised over their remaining term and the incremental Fair Value of the new options granted has been recognised separately over their own vesting period.
The Company issued options under the modified LTIP, details of which can be found in note 22. These include graded vesting.
Share options which vest in instalments over a specified vesting period (graded vesting) where the only vesting condition is service from grant date to vesting date of each instalment are accounted for as separate share-based payments. Each instalment's fair value is assessed separately based on its term and the resulting charge recognised over each instalment's vesting period.
Other share options
In addition to the LTIP grants, the Company awarded certain employees approved options. Details of these options can be found in note 22. The accounting treatment for these options is consistent with that indicated under the LTIP section at the start of this page.
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1.15 |
Leases |
||
|
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At inception, the Group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the Group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
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||
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|
||
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|
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The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at, or before, the commencement date, plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
|
||
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|
||
|
|
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
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||
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|
||
|
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The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Group's estimate of the amount expected to be payable under a residual value guarantee; or the Group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
|
||
|
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|
||
|
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The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
|
||
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||
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||
|
1.16 |
Functional and presentation currency |
||
|
|
The Group's consolidated financial statements are presented in pound sterling, which is the Group's functional currency due to its own operations and assets being based in the UK. For each entity, the Group determines the functional currency, and items included in the financial statements of each entity are measured using that functional currency.
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||
|
1.17 |
Research and development
|
||
|
|
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
|
||
|
1.18 |
Financial risk management |
||
|
|
The Group's activities expose it to a variety of financial risks: market risks (including currency risk and interest rate risks), credit risk and liquidity risk. Risk management focuses on minimising any potential adverse effect on the Company's financial performance and is carried out under policies approved by the Board of Directors. See note 29 for further information.
|
||
|
1.19 |
Transactions and balances
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|
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|
|
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation (where items are remeasured). Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Foreign exchange gains and losses resulting from the settlement of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. All foreign exchange gains and losses are presented in the income statement within administrative expenses.
Translation differences related to items classified through other comprehensive income are recognised in other comprehensive income (OCI), while remaining translation differences are recognised in the income statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss respectively).
In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) or the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of advance consideration.
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|
||
|
1.20 |
Current versus non-current classification |
||
|
|
The Group classifies assets and liabilities in the statement of financial position as either current or non-current. An asset is classified as current when it is: · Expected to be realised or intended to be sold or consumed in the normal operating cycle · Held primarily for the purpose of trading · Expected to be realised within twelve months after the reporting period; or · Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when it is: · Expected to be settled in the normal operating cycle · Held primarily for the purpose of trading · Due to be settled within twelve months after the reporting period; or · There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
The Group classifies all other liabilities as non-current.
|
||
|
1.21 |
Equity and reserves |
|
|
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds over nominal value in share premium. Share premium represents the proceeds from shares, less the nominal value and directly attributable costs.
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|
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1.22 |
Earnings per share |
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|
|
Basic earnings per share is calculated by dividing: · the profit or loss attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares; · by the weighted average number of ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary shares issued during the period and excluding treasury shares.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: · the after-income tax effects of interest and other financing costs associated with dilutive potential ordinary shares; and · the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary shares.
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|
|
2 |
New standards and interpretations |
|
|
The IASB and IFRS Interpretations Committee have issued the following standards and interpretations with an effective date of implementation for accounting periods beginning after the date on which the Group's financial statements for the current period commenced.
i) New standards and amendments - applicable 1 January 2025 The following standards and interpretations apply for the first time to financial reporting periods commencing on or after 1 January 2025: |
|
|
Standard or Amendment |
Material impact on financial statements |
|
|
Amendments to IAS 21: Lack of exchangeability |
No |
|
|
|
||
|
|
ii) Forthcoming requirements |
||
|
|
As at the date of authorisation of these financial statements, the following standards and interpretations had been issued but were not yet effective: |
||
|
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|
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|
|
Standard or Amendment |
Effective for accounting periods beginning on or after |
Expected Impact |
|
|
Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments |
1 January 2026 |
None |
|
|
Amendments to IFRS 10 Consolidated Financial Statements and IAS 7 Statement of Cash Flows |
1 January 2026 |
None |
|
|
IFRS 18 Presentation and Disclosure of Financial Statements |
1 January 2027 |
Assessment ongoing |
|
|
IFRS 19 Subsidiaries without Public Accountability: Disclosures |
1 January 2027 |
None |
The Directors do not expect the adoption of these amendments and new standards to have a material impact on the Group's financial statements, with the exception of presentational changes as a result of IFRS 18. Given that IFRS 18 is not effective until the period beginning 1 April 2027, the impact assessment of this standard is ongoing and will be considered further in the coming years.
|
3 |
Critical accounting estimates and judgements |
|
|
The Group and Company make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Going concern
The Directors have considered the ability of the Group and the Company to continue as a going concern and this is considered to be a significant judgement made by the Directors in preparing the financial statements.
The ability of the Group and Company to continue as a going concern is ultimately dependent upon the amount and timing of cash flows arising from the exploitation of the Group and Company's intellectual property and the availability of existing and/or additional funding to meet the short-term needs of the business until the commercialisation of the Group and Company's portfolio is reached. The Directors consider it is appropriate for the financial statements to be prepared on a going concern basis based on the estimates they have made. See note 1 for further information.
Associate
A judgement has been made that the Group exerts significant influence on TerpeneTech (UK) such that it is an associate company and, as such, adoption of equity accounting is appropriate. See note 1.2 for further information of assumptions made. See note 15 for the carrying value of associates.
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|
|
Impairment assessment of intangibles and investments
The Group and Company have made estimates of future revenues that are likely to be derived from the business when considering the carrying value of intangible assets owned by the Group. Assumptions have been made the products will be successfully developed, registered and commercialised in reasonable timescales and at reasonable cost. Estimates have also been made for weighted average cost of capital and profit margins. See note 12 and note 15 for further information of assumptions and estimates made along with the carrying value.
Assessment of useful life of intangible assets
The Group and Company have estimated the useful life of intangible assets by considering intellectual property protection that it owns, such as patents which have a known expiry date. See note 12 for further information on assumptions and estimates made.
Share-based payments
The Group and Company have used appropriate models to value share options granted by the Company. Please refer to note 22 for information on estimates and judgements used. |
|
|
|
|
|
Revenue
The Group and Company have recognised revenue derived from a Data Sharing Agreement where all performance obligations are deemed to have been met. The contract involved delivering data at a given time with no ongoing obligation to update or refresh data, however the data is available on an ongoing basis. Judgement was required to assess the fact that this was one performance obligation met at a point in time in accordance with IFRS 15. See accounting policies for further information.
Recoverability of receivables
The Group has recognised an ECL provision as required against its aged receivables. Further detail is included in note 29.
Other accounting judgements
In addition to the above, the Group and Company have made other judgements which are considered of lesser significance.
Capitalised development costs and Intellectual property
The Directors have exercised a judgement that the development costs incurred meet the criteria in IAS 38 Intangible Assets for capitalisation. In making this judgement, the Directors considered the following key factors:
· The availability of the necessary financial resources and hence the ability of the Group and Company to continue as a going concern. · The assumptions surrounding the perceived market sizes for the products and the achievable market share for the Group and Company. · The successful conclusion of commercial arrangements, which serves as an indicator as to the likely success of the projects and, as such, any need to potential impairment.
£13,634 of research expenditure, not including R&D payroll costs, has been recognised as an expense in the current period in the P&L in excess of the amortisation of intangible assets as disclosed in note 12 (Year ended 31 December 2024: £1,816).
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|
4 |
Revenue and Segmental Information |
|||||
|
|
IFRS 8 requires operating segments to be reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for the resource allocation and assessing performance of the operating segments has been identified as the Executive Directors as they are primarily responsible for the allocation of the resources to segments and the assessment of performance of the segments.
The Executive Directors monitor and then assess the performance of segments based on product type and geographical area using a measure of adjusted EBITDA. This is the operating loss of the segment after excluding the share-based payment charge, amortisation of intangible and Right of Use assets and depreciation of plant, property and equipment. These items, together with interest income and expense are allocated to Agrochemicals, being the Group and Company's primary focus.
|
|||||
|
|
The segment information for the 15 month period ended 31 March 2026 is as follows: |
|||||
|
|
|
Agrochemicals |
|
Consumer products |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
|
Revenue |
|
|
|
|
|
|
|
R&D charges |
433,514 |
|
- |
|
433,514 |
|
|
Data access fees |
- |
|
434,783 |
|
434,783 |
|
|
Royalties |
- |
|
64,298 |
|
64,298 |
|
|
Product sales |
3,919,670 |
|
- |
|
3,919,670 |
|
|
Total revenue |
4,353,184 |
|
499,081 |
|
4,852,265 |
|
|
Adjusted EBITDA(1) |
(2,324,978) |
|
499,081 |
|
(1,825,898) |
|
|
Share Based Payment charge |
(118,021) |
|
- |
|
(118,021) |
|
|
EBITDA |
(2,442,999) |
|
499,081 |
|
(1,943,919) |
|
|
Amortisation of intangible assets |
(575,305) |
|
(16,590) |
|
(591,895) |
|
|
Depreciation of plant, property and equipment and right-of-use assets |
(340,689) |
|
- |
|
(340,689) |
|
|
Finance costs, foreign exchange and investment revenues |
31,987 |
|
- |
|
31,987 |
|
|
Income Tax |
445,467 |
|
- |
|
445,467 |
|
|
Share of Associate's loss |
- |
|
(53,252) |
|
(53,252) |
|
|
(Loss)/Profit for the Year |
(2,881,540) |
|
429,239 |
|
(2,452,301) |
|
|
Total Assets |
16,113,249 |
|
229,934 |
|
16,343,183 |
|
|
Total assets includes: |
|
|
|
|
|
|
|
Additions to Non-Current Assets |
2,348,559 |
|
49,793 |
|
2,398,352 |
|
|
Total Liabilities |
3,913,064 |
|
- |
|
3,913,064 |
(1) Adjusted EBITDA is adjusted to remove the effect of the non-cash share based payment charge only.
|
|
|
|
|
The segment information for the year ended 31 December 2024 is as follows:
|
|
|
|
Agrochemicals |
|
Consumer products |
|
Total |
|
|
Revenue |
£ |
|
£ |
|
£ |
|
|
R&D charges |
444,480 |
|
- |
|
444,480 |
|
|
Data access fees |
- |
|
198,576 |
|
198,576 |
|
|
Royalties |
8,900 |
|
73,627 |
|
82,527 |
|
|
Product sales |
3,577,020 |
|
- |
|
3,577,020 |
|
|
Total revenue |
4,030,400 |
|
272,203 |
|
4,302,603 |
|
|
Adjusted EBITDA(1) |
(1,656,754) |
|
272,203 |
|
(1,384,551) |
|
|
Share Based Payment charge |
(204,928) |
|
- |
|
(204,928) |
|
|
EBITDA |
(1,861,682) |
|
272,203 |
|
(1,589,479) |
|
|
Amortisation of intangible assets |
(350,753) |
|
(13,566) |
|
(364,319) |
|
|
Depreciation of plant, property and equipment and right-of-use assets |
(232,481) |
|
- |
|
(232,481) |
|
|
Finance costs, foreign exchange and investment revenues |
3,853 |
|
- |
|
3,853 |
|
|
Income Tax |
267,008 |
|
- |
|
267,008 |
|
|
Share of Associate's profit |
- |
|
2,279 |
|
2,279 |
|
|
(Loss)/Profit for the Year |
(2,174,055) |
|
260,916 |
|
(1,913,139) |
|
|
Total Assets |
15,219,079 |
|
186,741 |
|
15,405,820 |
|
|
Total assets includes: |
|
|
|
|
|
|
|
Additions to Non-Current Assets |
2,592,254 |
|
60,061 |
|
2,652,315 |
|
Total Liabilities |
3,568,234 |
|
- |
|
3,568,234 |
|
|
|
15 month period to 31 March 2026 £ |
|
Year ended 31 December 2024 £ |
|
|
Revenue analysed by geographical market |
|
|
|
|
|
UK |
499,081 |
|
90,819 |
|
|
Europe |
4,252,045 |
|
4,211,784 |
|
|
Africa |
101,139 |
|
- |
|
|
|
4,852,265 |
|
4,302,603 |
|
|
|
|
|
The above analysis represents sales to the Group's direct customers who further distribute these products to their end markets. |
|
|
|
|
|
Revenues of approximately £3,504,718 (Year ended 31 December 2024: 3,855,566) are derived from three customers who each account for greater than 10% of the Group's total revenues:
|
|
|
Customer |
15 month period to 31 March 2026 £ |
15 month period to 31 March 2026 % |
Year ended 31 December 2024 £ |
Year Ended 31 December 2024 % |
|
|
A |
866,603 |
17.9% |
1,269,185 |
29.5% |
|
|
B |
2,047,809 |
42.2% |
2,046,109 |
47.6% |
|
|
C |
590,306 |
12.2% |
540,272 |
12.6% |
|
|
100% of the revenue generated in the year (Year ended 31 December 2024: 100%) was recognised at a point in time. |
|
5 |
Operating loss |
|
|
|
|
15 month period to £ |
|
Year ended 31 December 2024 £ |
|
|
Operating loss for the period is stated after charging: |
|
|
|
|
|
|
Fees payable to the Company's auditor for the audit of the Company's financial statements |
|
90,500 |
|
75,000 |
|
|
Fees payable to the Company's auditor for interim review of half-yearly results |
|
3,000 |
|
4,295 |
|
|
Depreciation of right-of-use assets (note 14) |
|
218,924 |
|
137,336 |
|
|
Depreciation on property, plant and equipment (note 13) |
|
121,765 |
|
95,145 |
|
|
Amortisation of intangible assets (note 12) |
|
591,895 |
|
364,319 |
|
|
Provision for doubtful debts |
|
16,343 |
|
34,057 |
|
|
Research expenses |
|
38,979 |
|
1,816 |
|
|
Share-based payment charge (note 22) |
|
118,021 |
|
204,928 |
|
6 |
Employees |
||||
|
|
The average monthly number of persons (including Directors) employed by the Group and Company during the year was:
|
||||
|
|
|
|
15 month period to Number |
|
Year ended 31 December 2024 Number |
|
|
|
|
|
|
|
|
|
Management |
|
5 |
|
5 |
|
|
Operational |
|
18 |
|
18 |
|
|
|
|
23 |
|
23 |
|
|
Their aggregate remuneration (including Directors) comprised: |
||||
|
|
|
|
15 month period to £ |
|
Year ended 31 December 2024 £ |
|
|
|
|
|
|
|
|
|
Wages and salaries |
|
2,357,030 |
|
1,670,854 |
|
|
Social security costs |
|
315,134 |
|
218,821 |
|
|
Pension costs |
|
113,477 |
|
66,288 |
|
|
Benefits in kind |
|
12,300 |
|
8,152 |
|
|
Share-based payment charge |
|
118,021 |
|
204,928 |
|
|
|
|
2,915,962 |
|
2,169,043 |
|
7 |
Directors' remuneration |
||||
|
|
|
|
15 month period to £ |
|
Year ended 31 December 2024 £ |
|
|
|
|
|
|
|
|
|
Remuneration for qualifying services |
|
849,560 |
|
661,821 |
|
|
Company pension contributions to defined contribution schemes |
|
43,153 |
|
33,339 |
|
|
Non-executive Directors' fees |
|
156,250 |
|
122,921 |
|
|
Share-based payment charge relating to all Directors |
|
118,021 |
|
174,363 |
|
|
|
|
1,166,984 |
|
992,444 |
|
|
Benefits in kind |
|
12,300 |
|
8,152 |
|
|
Social security costs |
|
129,838 |
|
115,612 |
|
|
|
|
1,309,122 |
|
1,116,208 |
|
|
The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (Year ended 31 December 2024: 2).
The number of Directors who are entitled to receive shares under long term incentive schemes during the period is 2 (Year ended 31 December 2024: 2).
|
||||
|
|
Remuneration disclosed above includes the following amounts paid to the highest paid Director:
|
||||
|
|
|
|
15 month period to £ |
|
Year ended 31 December 2024 £ |
|
|
|
|
|
|
|
|
|
Remuneration for qualifying services (including pension and excluding share-based payment charge) |
|
509,754 |
|
396,949 |
|
|
The Executive Directors are considered to also be the key management personnel of the Company and Group.
|
|
|
|
|
15 month period to |
Salary |
|
Bonus |
|
Fees |
|
Pension |
|
Share-based Payments |
|
|
Total |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
£ |
|
A Abrey |
292,731 |
|
71,719 |
|
- |
|
18,509 |
|
50,622 |
|
|
433,581 |
|
S Smith |
389,647 |
|
95,463 |
|
- |
|
24,644 |
|
67,399 |
|
|
577,153 |
|
R Cridland |
- |
|
- |
|
50,000 |
|
- |
|
- |
|
|
50,000 |
|
L van der Broek |
- |
|
- |
|
56,250 |
|
- |
|
- |
|
|
56,250 |
|
D McAllan |
- |
|
- |
|
50,000 |
|
- |
|
- |
|
|
50,000 |
|
|
682,378 |
|
167,182 |
|
156,250 |
|
43,153 |
|
118,021 |
|
|
1,166,984 |
|
Year ended |
Salary |
|
Bonus |
|
Fees |
|
Pension |
|
Share-based Payments |
|
|
Total
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
£ |
|
A Abrey |
228,042 |
|
55,870 |
|
- |
|
14,299 |
|
74,793 |
|
|
373,004 |
|
S Smith |
303,541 |
|
74,368 |
|
- |
|
19,040 |
|
99,570 |
|
|
496,519 |
|
R Cridland |
- |
|
- |
|
40,000 |
|
- |
|
- |
|
|
40,000 |
|
L van der Broek |
- |
|
- |
|
45,000 |
|
- |
|
- |
|
|
45,000 |
|
D McAllan |
- |
|
- |
|
26,254 |
|
- |
|
- |
|
|
26,254 |
|
R Horsman |
- |
|
- |
|
11,667 |
|
- |
|
- |
|
|
11,667 |
|
|
531,583 |
|
130,238 |
|
122,921 |
|
33,339 |
|
174,363 |
|
|
992,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit in kind relates to cumulative life insurance charge and cannot be allocated to individual directors.
|
8 |
Interest income |
|
|||||
|
|
|
|
15 month period to £ |
|
Year ended 31 December 2024 £ |
|
|
|
|
Interest income |
|
|
|
|
|
|
|
|
Bank Deposits |
|
22,242 |
|
110,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income for financial assets that are not held at fair value through profit or loss is £22,242 (Year ended 31 December 2024: £110,483).
|
||||||
|
9 |
Finance costs and foreign exchange differences |
|
|
|
|
15 month period to £ |
|
Year ended 31 December 2024 £ |
|
|
|
|
|
|
|
|
|
Interest on lease liabilities |
|
35,555 |
|
9,732 |
|
|
Credit charges |
|
5,660 |
|
910 |
|
|
Finance costs |
|
41,215 |
|
10,642 |
|
|
|
|
|
|
|
|
|
Foreign exchange gains/(losses) |
|
50,960 |
|
(95,988) |
|
10 |
Income tax credit |
|
|
|
|
15 month period to £ |
|
Year ended 31 December 2024 £ |
|
|
Current tax |
|
|
|
|
|
|
UK corporation tax on loss for the current year |
|
(445,467) |
|
(309,636) |
|
|
Adjustments in respect of prior years |
|
- |
|
42,628 |
|
|
Total UK current tax income |
|
(445,467) |
|
(267,008) |
|
|
|
|
|
The credit for the year can be reconciled to the loss per the income statement as follows:
|
|
|
|
|
15 month period to £ |
|
Year ended 31 December 2024 £ |
|
|
Loss before tax |
|
(2,886,960) |
|
(2,180,147) |
|
|
|
|
|
|
|
|
|
Expected tax credit based on a corporation tax rate of 25% (2024: 25%) |
|
(721,740) |
|
(545,037) |
|
|
Ineligible fixed asset differences |
|
91 |
|
527 |
|
|
Income not taxable for tax purposes |
|
- |
|
(570) |
|
|
Expenses not deductible for tax purposes |
|
20,966 |
|
58,956 |
|
|
Additional deduction for R&D expenditure |
|
- |
|
(357,913) |
|
|
Other permanent differences |
|
(18,471) |
|
- |
|
|
R&D claim |
|
(445,467) |
|
(309,636) |
|
|
Surrender of tax losses for R&D tax credit refund |
|
137,490 |
|
774,090 |
|
|
Adjustment in respect of prior years |
|
- |
|
42,628 |
|
|
Temporary differences not recognised in the computation |
|
- |
|
(2,321) |
|
|
Deferred tax not recognised |
|
581,664 |
|
72,268 |
|
|
Taxation credit for the period/year |
|
(445,467) |
|
(267,008) |
|
|
|
|
|
|
|
|
|
There are no future factors at the reporting date that are expected to impact the Group's future tax charge. The Group is not within the scope of the OECD Pillar Two model rules.
The taxation credit for the period represents the research and development credit for the period ended 31 March 2026.
|
|
|
|
|
|
The current tax recoverable as at 31 March 2026 represents R&D tax credits and is made up as follows: |
|
||||||
|
|
|
|
15 month period ended 31 March 2026 £ |
|
Year ended 31 December 2024 £ |
|
||
|
|
Current tax |
|
|
|
|
|
||
|
|
R&D cash tax credit for the current year |
|
(445,467) |
|
(309,636) |
|
||
|
|
R&D cash tax credit for the prior year |
|
- |
|
(317,201) |
|
||
|
|
Adjustments in respect of prior years |
|
- |
|
42,628 |
|
||
|
|
Total UK current tax recoverable |
|
(445,467) |
|
(584,209) |
|
||
|
|
Deferred Tax
The losses carried forward, after the above offset, for which no deferred tax asset has been recognised, amount to approximately £40,014,280 (2024: £36,087,896).
The unprovided deferred tax asset of £8,789,381 (Year ended 31 December 2024: £9,021,974) arises principally in respect of trading losses. It has been calculated at 25% (Year ended 31 December 2024: 25%) and has not been recognised due to the uncertainty of timing of future profits against which it may be realised.
Only U.K. tax is considered as most of the operations are in the U.K and Ireland is immaterial in terms of operations.
|
|
||||||
|
11 |
Earnings per share |
|
|
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.
Share options outstanding are anti-dilutive in nature due to the loss incurred and therefore are not considered for computing diluted EPS.
|
||||
|
|
|
|
15 month period ended 31 March 2026 £ |
|
Year ended £ |
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares for basic and diluted earnings per share |
|
540,562,258 |
|
533,352,523 |
|
|
|
|
|
|
|
|
|
Earnings (all attributable to equity shareholders of the Company) |
|
|
|
|
|
|
Loss for the period |
|
(2,446,897) |
|
(1,906,591) |
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share |
|
(0.45p) |
|
(0.36p) |
|
12 |
Intangible assets |
||||||||
|
|
Group
|
||||||||
|
|
|
|
Licences and trademarks |
|
Development costs |
|
Intellectual property |
|
Total |
|
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 |
|
456,684 |
|
10,679,330 |
|
9,552,223 |
|
20,688,237 |
|
|
Additions |
|
- |
|
2,392,285 |
|
147,775 |
|
2,540,060 |
|
|
At 31 December 2024 |
|
456,684 |
|
13,071,615 |
|
9,699,998 |
|
23,228,297 |
|
|
Additions |
|
- |
|
2,277,795 |
|
120,557 |
|
2,398,352 |
|
|
At 31 March 2026 |
|
456,684 |
|
15,349,410 |
|
9,820,555 |
|
25,626,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation and impairment |
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 |
|
454,125 |
|
6,508,052 |
|
9,015,255 |
|
15,977,432 |
|
|
Amortisation charge for the period |
|
1,044 |
|
296,237 |
|
67,038 |
|
364,319 |
|
|
At 31 December 2024 |
|
455,169 |
|
6,804,289 |
|
9,082,293 |
|
16,341,751 |
|
|
Amortisation charge for the period |
|
500 |
|
509,286 |
|
82,109 |
|
591,895 |
|
|
At 31 March 2026 |
|
455,669 |
|
7,313,575 |
|
9,164,402 |
|
16,933,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
|
|
|
|
At 31 March 2026 |
|
1,015 |
|
8,035,835 |
|
656,153 |
|
8,693,003 |
|
|
At 31 December 2024 |
|
1,515 |
|
6,267,326 |
|
617,705 |
|
6,886,546 |
|
|
|
|
|
Company |
|
|
|
|
Licences and trademarks |
|
Development costs |
|
Intellectual property |
|
Total |
|
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 |
|
456,684 |
|
10,679,329 |
|
9,419,480 |
|
20,555,493 |
|
|
Additions |
|
- |
|
2,392,285 |
|
147,775 |
|
2,540,060 |
|
|
At 31 December 2024 |
|
456,684 |
|
13,071,614 |
|
9,567,255 |
|
23,095,553 |
|
|
Additions |
|
- |
|
2,277,795 |
|
120,557 |
|
2,398,352 |
|
|
At 31 March 2026 |
|
456,684 |
|
15,349,409 |
|
9,687,812 |
|
25,493,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation and impairment |
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 |
|
454,125 |
|
6,508,052 |
|
8,962,460 |
|
15,924,637 |
|
|
Amortisation charge for the period |
|
1,044 |
|
296,237 |
|
53,472 |
|
350,753 |
|
|
At 31 December 2024 |
|
455,169 |
|
6,804,289 |
|
9,015,932 |
|
16,275,390 |
|
|
Amortisation charge for the period |
|
500 |
|
509,286 |
|
65,519 |
|
575,305 |
|
|
At 31 March 2026 |
|
455,669 |
|
7,313,575 |
|
9,081,451 |
|
16,850,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
|
|
|
|
At 31 March 2026 |
|
1,015 |
|
8,035,834 |
|
606,361 |
|
8,643,210 |
|
|
At 31 December 2024 |
|
1,515 |
|
6,267,325 |
|
551,323 |
|
6,820,163 |
|
|
|
|
|
Intellectual property represents intellectual property in relation to use of encapsulated terpenes in agrochemicals in the form of licences, patents and development costs. Intellectual property includes patents and know-how acquired by the Group. The remaining useful economic life of these assets at period end is 12 years (Year ended 31 December 2024: 6 years).
As discussed in note 1.6, the Group reassessed the useful economic life of its intangible assets in light of the upcoming renewal of the Company's three active ingredients in the EU. Following this review, the remaining useful economic life of the asset was revised from 5 years to 12 years with effect from 1 January 2025. This timescale is in line with the expiry of the re-registration of the active ingredients which is 10 years from the current expected renewal date of April 2028.
This has been applied prospectively. As a result, the amortisation expense for the period ended 31 March 2026 decreased by £192,369, when compared to the estimate used in prior periods.
Licences and trademarks include an inward licence in respect of a patented technology.
Development costs include trials and study costs relating to products that have been, or are being developed, by the Group and Company.
£746,108 (Year ended 31 December 2024: £1,045,040) of development costs relate to assets under development for which no amortisation has been charged in 2025/26 or 2024.
Impairment review at 31 March 2026 An annual impairment review is undertaken by the Board of Directors. The Directors have considered the progress of the business in the current period, including a review of the potential market for its products, the progress the Group and Company have made in registering its products and other key commercial factors to perform the review.
The total carrying value of the intangible assets was allocated to the Agrochemicals CGU as the largest CGU in which cash inflows are generated. The recoverable amounts of the intangible assets were determined based on value in use calculations based on the Agrochemicals CGU.
The Directors prepared a discounted cash-flow forecast, based on product sales forecasts including those provided by the Group's commercial partners, and have taken into account the market potential for the Group's products and technologies using third party market data that the Group has acquired licences to. The discounted cash-flow forecast is limited to those products which are already being sold, or are expected to be sold in 2026.
The forecast covered a period of 5 years to 31 March 2031, with no terminal value, reflecting the useful economic life of the patent in respect of the underlying technology. Financial forecasts were based on the approved budget. Financial forecasts for 2027-2029 were used on the approved long-term plan. Financial forecasts for 2030-2031 were extrapolated based on a long-term growth rate of 50%.
|
|
|
|
|
|
The discount rate was derived from the Group's weighted average cost of capital, taking into account the cost of equity and debt, to which specific market-related premium and company-related premium adjustments were made. The discount rate used was 17.80%.
Tax rate was assumed at 25% which is in line with the rate in the years the Group have earnings, however the current losses brought forward as at 31 March 2026 exceed £30m so not tax charge was included in the forecasted years where the Group is profitable.
The estimated recoverable amount of the CGU was lower than its carrying amount by £0.9m.
As a result of this initial assessment, the Board also considered other factors such as the continued revenue growth seen over the past few years, which is expected to continue for the foreseeable future and beyond 2030, as well as considering the impact of including a terminal value which resulted in the estimated recoverable amount of the CGU being significantly higher than its carrying amount.
Based on the overall review carried out, the Board is satisfied that intangible assets are not impaired further.
The key assumptions of the forecast are the future cash flows, driven primarily by level of sales, and the discount rate. The discount rate is estimated using pre-tax rates that reflect current market assessments of the time value of money and the risk specific to the CGU. The rate used was 17.80% (Year ended 31 December 2024: 17.11%). The increase in the rate reflects wider market movements as well as increased forecasting risk given high, current inflation rates.
As part of the impairment review, a sensitivity analysis was conducted to stress test the impairment review. The assumed sensitivities included increasing the discount rate by 1% and reducing the growth rate in which YE2028 and YE2031 are projected on by 1%. On a sensitised scenario, an impairment of £1.03m would be required. However, as above, the Board believe there to be additional value of the business which is not captured in the Group's discounted cashflow forecast.
As set out in the Strategic Report, the business is in a critical phase of its development as the development of products is transitioned to revenue generation. The value of the CGU is supported by forecasts of continued revenue growth of existing products and the successful introduction and growth of sales of products currently under development. The forecasts are highly sensitive to the revenue growth assumptions and are reliant on the Group meeting the forecast sales, with small deviations from this leading to impairment indicators.
The Board is therefore satisfied that reasonable changes in assumptions have been considered and no impairments have been identified at 31 March 2026.
|
|
13 |
Property, plant and equipment |
||||
|
|
Group and Company |
||||
|
|
|
|
Fixtures and Fittings £ |
|
Total
£ |
|
|
Cost |
|
|
|
|
|
|
At 1 January 2024 |
|
435,347 |
|
435,347 |
|
|
Additions - owned |
|
48,649 |
|
48,649 |
|
|
At 31 December 2024 |
|
483,996 |
|
483,996 |
|
|
Additions - owned |
|
7,369 |
|
7,369 |
|
|
At 31 March 2026 |
|
491,365 |
|
491,365 |
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment |
|
|
|
|
|
|
At 1 January 2024 |
|
205,256 |
|
205,256 |
|
|
Charge for the year |
|
95,145 |
|
95,145 |
|
|
At 31 December 2024 |
|
300,401 |
|
300,401 |
|
|
Charge for the period |
|
121,765 |
|
121,765 |
|
|
At 31 March 2026 |
|
422,166 |
|
422,166 |
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
At 31 March 2026 |
|
69,199 |
|
69,199 |
|
|
At 31 December 2024 |
|
183,595 |
|
183,595 |
|
14 |
Right-of-use assets
|
|||||
|
|
Group and Company
|
|||||
|
|
|
Leasehold premises £ |
|
Motor vehicles £ |
|
Total
£ |
|
|
Cost |
|
|
|
|
|
|
|
At 1 January 2024 |
443,777 |
|
130,117 |
|
573,894 |
|
|
Additions |
- |
|
63,605 |
|
63,605 |
|
|
Disposals |
- |
|
(50,208) |
|
(50,208) |
|
|
At 31 December 2024 |
443,777 |
|
143,514 |
|
587,291 |
|
|
Additions |
650,894 |
|
99,175 |
|
750,069 |
|
|
Disposals |
(443,777) |
|
(66,245) |
|
(510,022) |
|
|
At 31 March 2026 |
650,894 |
|
176,444 |
|
827,338 |
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment |
|
|
|
|
|
|
|
At 1 January 2024 |
301,617 |
|
59,840 |
|
361,457 |
|
|
Charge for the year |
90,876 |
|
46,460 |
|
137,336 |
|
|
Eliminated on disposals |
- |
|
(50,208) |
|
(50,208) |
|
|
At 31 December 2024 |
392,493 |
|
56,092 |
|
448,585 |
|
|
Charge for the period |
151,581 |
|
67,343 |
|
218,924 |
|
|
Eliminated on disposals |
(443,777) |
|
(58,654) |
|
(502,431) |
|
|
At 31 March 2026 |
100,297 |
|
64,781 |
|
165,078 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
|
At 31 March 2026 |
550,597 |
|
111,663 |
|
662,260 |
|
|
At 31 December 2024 |
51,284 |
|
87,422 |
|
138,706 |
|
15 |
Investments |
|||||||
|
|
|
Current |
|
Non-current |
||||
|
|
Group and Company |
31 March 2026 £ |
|
31 December 2024 £ |
|
31 March 2026 £ |
|
31 December 2024 £ |
|
|
|
|
|
|
|
|
|
|
|
|
Investment in associates |
- |
|
- |
|
246,224 |
|
299,476 |
|
|
Details of the Group's associates at 31 March 2026 are as follows:
|
|
|
Name of undertaking |
Registered office |
Principal activities |
Class of shares held |
|
% held Direct |
Voting |
|
|
TerpeneTech Limited (UK) |
United Kingdom |
Research and experimental development on biotechnology |
Ordinary |
|
29.90 |
29.90 |
|
|
|
|
15 month period ended 31 March 2026 £ |
|
Year ended 31 December 2024 £ |
|
|
Non-current assets |
|
614,756 |
|
253,566 |
|
|
Current assets |
|
584,111 |
|
406,880 |
|
|
Current liabilities |
|
(956,376) |
|
(300,756) |
|
|
Net assets (100%) |
|
242,491 |
|
359,690 |
|
|
|
|
|
|
|
|
|
Company's share of net assets |
|
72,505 |
|
107,547 |
|
|
Separable intangible assets |
|
63,281 |
|
81,491 |
|
|
Goodwill |
|
412,649 |
|
412,649 |
|
|
Impairment of investment in associate |
|
(302,211) |
|
(302,211) |
|
|
Carrying value of interest in associate |
|
246,224 |
|
299,476 |
|
|
|
|
|
|
|
|
|
Revenue |
|
642,979 |
|
736,271 |
|
|
100% of (loss)/profit after tax |
|
(117,198) |
|
56,344 |
|
|
29.9% of (loss)/profit after tax |
|
(35,042) |
|
16,847 |
|
|
Amortisation of separable intangible |
|
(18,210) |
|
(14,568) |
|
|
Company's share of (loss)/profit including amortisation of separable intangible asset |
|
(53,252) |
|
2,279 |
|
|
|
|
|
The separable intangible assets relate to the biocide registration for geraniol which TerpeneTech (UK) co-owns which was originally valued using discounted cashflows.
The associate is included in the Consumer Products operating segment. |
|
|
TerpeneTech Limited's ("TerpeneTech (UK)") registered office is 27 Old Gloucester Street, London, WC1N 3AX and its principal place of business is 3 rue de Commandant Charcot, 22410, St Quay Portrieux, France.
The Directors have considered the progress of the business in the current year, including a review of the potential market for its products, the progress TerpeneTech (UK) has made in registering its products and other key commercial factors to determine whether any indicators of impairment exist. As a result of identification of indicators of impairment, an impairment review of the investment in TerpeneTech (UK) was undertaken by the Board of Directors.
The Directors have used discounted cash-flow forecasts, based on product sales forecasts provided by TerpeneTech (UK), and have taken into account the market potential for those products. These forecasts cover a 6-year period, with no terminal value, in line with the patent of the underlying technology.
The key assumptions of the forecast are the growth rate and the discount rate. The discount rate is estimated using pre-tax rates that reflect current market assessments of the time value of money and the risk specific to the asset. The rate used was 17.80% (Year ended 31 December 2024: 17.11%). The increase in the rate reflects the wider market movements as based on the comparable group as well as increased forecasting risk given high, current inflation rates.
Based on the review the Directors carried out, it was determined that the Investment was not impaired and, as such, no impairment charge (Year ended 31 December 2024: £nil) was recognised.
An increase in the discount rate of 10.4% would result in an impairment.
The growth rates are derived from discussions with the Company's commercial partner, TerpeneTech (UK), as described above.
The average annual growth rate has been assumed at 20% (Year ended 31 December 2024: 20%) and is based on the sales of geraniol only.
With no growth in the forecast geraniol sales from 2026 over the entire forecast period, there would be an impairment of £186,340.
The Directors have also considered whether any reasonable change in assumptions would lead to a material change in impairment recognised and are satisfied that this is not the case.
|
|
16 |
Subsidiaries |
|
|
Details of the Company's subsidiaries at 31 March 2026 are as follows:
|
|
|
Name of undertaking |
Registered office |
Principal activities |
Class of shares held |
|
% held Direct |
Voting |
|
|
TerpeneTech Limited |
Republic of Ireland |
Sale of biocide products |
Ordinary |
|
50.00 |
50.00 |
|
|
Eden Research Europe Limited |
Republic of Ireland |
Dormant |
Ordinary |
|
100.00 |
100.00 |
|
|
TerpeneTech Limited ("TerpeneTech (Ireland)"), whose registered office is 108 Q House, Furze Road, Sandyford, Dublin, Ireland, was incorporated on 15 January 2019 and is jointly owned by both the Company and TerpeneTech (UK), the Company's associate.
The Company has the right to appoint a director as chairperson who will have a casting vote, enabling the Group to exercise control over the Board of Directors in the absence of an equivalent right for TerpeneTech (UK). The Company owns 500 ordinary shares in TerpeneTech (Ireland).
Eden Research Europe Limited, whose registered office is 108 Q House, Furze Road, Sandyford, Dublin, Ireland, was incorporated on 18 November 2020 and is wholly owned by the Company. |
|
|
|
|
|
Non-controlling interests |
||||
|
|
The following table summarises the information relating to the Group's subsidiary with material non-controlling interest, before intra-Group eliminations: |
||||
|
|
|
|
15 month period ended 31 March 2026 |
|
Year ended 31 December 2024 |
|
|
Non-controlling interest (NCI) percentage |
|
50% |
|
50% |
|
|
|
|
£ |
|
£ |
|
|
Non-current assets |
|
49,793 |
|
66,383 |
|
|
Current assets |
|
180,141 |
|
120,358 |
|
|
Non-current liabilities |
|
- |
|
- |
|
|
Current liabilities |
|
(284,208) |
|
(230,208) |
|
|
Net liabilities (100%) |
|
(54,274) |
|
(43,467) |
|
|
|
|
|
|
|
|
|
Carrying amount of NCI (50% of net liabilities) |
|
(27,137) |
|
(21,734) |
|
|
|
|
|
|
|
|
|
Revenue |
|
64,298 |
|
73,627 |
|
|
Loss after tax |
|
(10,807) |
|
(13,095) |
|
|
Other comprehensive income |
|
- |
|
- |
|
|
Total comprehensive loss |
|
(10,807) |
|
(13,095) |
|
|
Share of NCI (50% of total comprehensive loss |
|
(5,404) |
|
(6,548) |
|
|
|
|
|
|
|
|
17 |
Inventories |
|
||||||||
|
|
|
Group and Company |
|
|||||||
|
|
|
31 March 2026 £ |
|
31 December 2024 £ |
|
|||||
|
|
|
|
|
|
|
|||||
|
|
Raw materials |
397,701 |
|
409,367 |
|
|||||
|
|
Goods in transit |
- |
|
- |
|
|||||
|
|
Finished goods |
184,161 |
|
123,283 |
|
|||||
|
|
|
581,862 |
|
532,650 |
|
|||||
|
|
|
|
|
|
|
|||||
|
|
A provision was made for obsolete inventory in the current year is £6,866 (Year ended 31 December 2024: £nil).
Raw materials of £1,458,332 (Year ended 31 December 2024: £805,726) were consumed during the period. This has been recognised within cost of sales in the Consolidated statement of comprehensive income. |
|
||||||||
|
|
|
|||||||||
|
18 |
Trade and other receivables |
|||||||||
|
|
|
Group |
|
Company |
|
|||||
|
|
|
31 March 2026 £ |
|
31 December 2024 £ |
|
31 March 2026 £ |
|
31 December 2024 £ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
3,432,151 |
|
2,138,725 |
|
3,432,151 |
|
2,138,725 |
|
|
|
|
VAT recoverable |
194,266 |
|
244,974 |
|
194,266 |
|
244,975 |
|
|
|
|
Other receivables |
229,160 |
|
177,061 |
|
333,228 |
|
286,911 |
|
|
|
|
Prepayments and accrued income |
271,978 |
|
545,082 |
|
271,978 |
|
545,082 |
|
|
|
|
|
4,127,555 |
|
3,105,842 |
|
4,231,623 |
|
3,215,693 |
|
|
The provision for doubtful debts in the current period is £16,343 (Year ended 31 December 2024: £nil).
|
|
|
|
|
Trade receivables disclosed above are measured at amortised cost. The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
Trade receivables of £2,688,731 (Year ended 31 December 2024: £1,571,516) at the reporting date were held in Euros and £210,341 (Year ended 31 December 2024: £112,540) were held in USD, with the remainder being in GBP. Please see note 29 for further details.
|
|
19 |
Trade and other payables |
|||||||
|
|
|
Group |
|
Company |
||||
|
|
|
31 March 2026 £ |
|
31 December 2024 £ |
|
31 March 2026 £ |
|
31 December 2024 £ |
|
|
Current |
|
|
|
|
|
|
|
|
|
Trade payables |
1,912,407 |
|
2,559,056 |
|
1,912,407 |
|
2,559,056 |
|
|
Accruals and deferred income |
1,243,907 |
|
634,614 |
|
1,243,907 |
|
634,614 |
|
|
Social security and other taxation |
- |
|
108,490 |
|
- |
|
108,490 |
|
|
Other payables |
84,837 |
|
97,342 |
|
84,837 |
|
97,342 |
|
|
|
3,241,151 |
|
3,399,502 |
|
3,241,151 |
|
3,399,502 |
|
|
Trade payables of £839,841 (Year ended 31 December 2024: £1,023,914) at the reporting date were held in Euros and £785,807 (Year ended 31 December 2024: £558,234) were held in USD, with the remainder being in GBP, save for some immaterial balances held in AUD, NZD and CHF. Please see note 29 for further details.
|
|
20 |
Lease liabilities |
|
|
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
|
|
|
|
|
Group and Company |
||
|
|
|
|
31 March 2026 £ |
|
31 December 2024 £ |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
174,467 |
|
109,039 |
|
|
Non-current liabilities |
|
497,446 |
|
59,693 |
|
|
|
|
671,913 |
|
168,732 |
|
|
|
Group and Company |
||
|
|
Maturity analysis - total future payments due under leases: |
31 March 2026 £ |
|
31 December 2024 £ |
|
|
|
|
|
|
|
|
Within one year |
174,467 |
|
109,039 |
|
|
In two to five years |
533,001 |
|
69,426 |
|
|
Total undiscounted liabilities |
707,468 |
|
178,465 |
|
|
Future finance charges and other adjustments |
(35,555) |
|
(9,733) |
|
|
Lease liabilities in the financial statements |
671,913 |
|
168,732 |
|
|
|
|
|
Set out below are the future undiscounted cash outflows to which the lessee is exposed to that are reflected in the measurement of lease liabilities, categorised by type of leased item:
|
|
|
|
|
31 March 2026 |
|
31 December 2024 |
|
|
Land and buildings |
|
£ |
|
£ |
|
|
Within one year |
|
122,534 |
|
59,012 |
|
|
Between two and five years |
|
437,806 |
|
- |
|
|
|
|
560,340 |
|
59,012 |
|
|
|
|
31 March 2026 |
|
31 December 2024 |
|
|
Motor vehicles |
|
£ |
|
£ |
|
|
Within one year |
|
51,933 |
|
50,027 |
|
|
Between two and five years |
|
59,640 |
|
59,693 |
|
|
|
|
111,573 |
|
109,720 |
|
|
|
|
|
|
|
|
|
Cash paid in respect of lease liabilities in the period was £253,235 (Year ended 31 December 2024: £155,528) excluding interest and expenses relating to leases of low-value assets.
The Group holds nine leases, for two properties and eight vehicles. All leases have fixed lease repayments and average remaining terms of 4.3 years (Year ended 31 December 2024: 0.6 years) for the properties and 1.7 years (Year ended 31 December 2024: 2.1 years) for the vehicles.
The incremental borrowing rates applied to lease liabilities recognised in the statement of financial position at the date of initial application of IFRS 16 were 4.75% for land and buildings and 8.71% for other assets.
During the period, the Group signed new leases for two properties where the existing lease had expired which created a Right of Use Asset addition of £650,894 (2024: £nil). |
||||
|
|
Amounts recognised in profit or loss include the following: |
|
15 month period to £ |
|
Year ended 31 December 2024 £ |
|
|
Interest on lease liabilities |
|
35,555 |
|
9,732 |
|
|
Expense relating to leases of low-value assets
|
|
-
|
|
-
|
|
21 |
Retirement benefit schemes |
|
|
|
Defined contribution schemes The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.
The total costs charged to the income statement in respect of defined contribution plans is £113,477 (Year ended 31 December 2024: £66,288).
Retirement benefit contributions of £9,362 remained unpaid as at 31 March 2026 (Year ended 31 December 2024: £10,695). |
|
|
|
|
|
|
22
|
Share-based payment transactions
Long-Term Incentive Plan ("LTIP")
Since September 2017, the Group has operated an option scheme for executive directors, senior management and certain employees under an LTIP which allows for certain qualifying grants to be HMRC approved.
LTIP Replacement Award
In 2021, the Company made changes to the LTIP in line with the requirements of a fundraise completed in 2020. The new plan was deemed a more appropriate scheme to incentivise management given the Company's stage of development and replaced the 2019 Award, which lapsed in its entirety in 2021.
Pursuant to the updated plan, in 2021 the Company granted options over 10.5 million new Ordinary Shares, at a strike price of 6p each, in the amounts of 6 million awarded to Sean Smith and 4.5 million awarded to Alex Abrey. The options vested immediately and lapse in three equal tranches in June 2022, June 2023 and June 2024. For the first five years following grant, no shares arising from the exercise of these options may be sold unless the Company's prevailing share price is equal to, or in excess of, 10p.
The shares arising from exercise of options are subject to a one-year lock-in restriction, followed by a one-year orderly market restriction.
For accounting purposes, the options granted under the LTIP Replacement Award have been treated as a modification of the 2019 Award as per IFRS 2. Where awards previously granted have been deemed to be modified, IFRS 2 requires the share-based payment charge to comprise the original fair value of the awards, together with an incremental fair value. |
|
|
The following information is relevant in the determination of the fair value of options granted under the LTIP Replacement Award.
|
|
|
|
|
|
||||
|
|
|
|
|
|
Replacement Awards |
|
|
Grant date |
|
|
|
30/06/2021 |
|
|
Number of awards |
|
|
|
10,500,000 |
|
|
Share price |
|
|
|
£0.10 |
|
|
Exercise price |
|
|
|
£0.06 |
|
|
Expected dividend yield |
|
|
|
-% |
|
|
Expected volatility |
|
|
|
55% |
|
|
Risk free rate |
|
|
|
0.03% 80 |
|
|
Vesting period |
|
|
|
Nil |
|
|
Expected Life (from date of grant) |
|
|
|
0.5/1/1.5 years |
|
|
As the options have been issued at a significant discount to the share price, the expected exercise has been assumed to equal the midpoint between the vest and lapse date.
During the period, nil (Year ended 31 December 2024: 3,500,000) of the above options lapsed and £nil (Year ended 31 December 2024: £171,251) was transferred from the warrant reserve to retained earnings.
At 31 March 2026 , there were nil (Year ended 31 December 2024: nil) options still in issue. The share-based payment charge for the Period ended 31 March 2026 in respect of the above LTIP Replacement Awards was £nil (Year ended 31 December 2024: £nil).
2021 Award
Also in 2021, the Company made a further grant of options in order to ensure continuity of long-term incentive of options over 7,183,784 new Ordinary Shares in the Company, at a strike price of 10.37p each, in the amounts of 4,102,703 awarded to Sean Smith and 3,081,081 awarded to Alex Abrey.
These grants expire on 31 July 2025 and vest as follows:
· 1/3 upon grant; · 1/3 12 months from the date of grant; and · 1/3 24 months from the date of grant.
During the period, 7,183,784 (Year ended 31 December 2024: nil) of the above options lapsed and £357,249 (Year ended 31 December 2024: £nil) was transferred from the warrant reserve to retained earnings.
The share-based payment charge for the 15 months ended 31 March 2026 in respect of the above awards was £nil (12 months ended 31 December 2024: £nil).
|
|
|
Other share options
2021 Award
In addition to the options granted under the LTIP, certain employees were awarded approved options over a total of 996,220 shares in 2021. These have been issued at a strike price of 10-10.37p with expiry date between 30 June 2022 and 30 June 2024.
640,664 of these vested immediately with the remainder vesting over a 3-year period. The share-based payments charge in respect of all these options for the 15 months ended 31 March 2026 was £nil (Year ended 31 December 2024: £nil). During the period, none (Year ended 31 December 2024: none) of these options were exercised and none (Year ended 31 December 2024: 121,926) lapsed and £nil (Year ended 31 December 2024: £1,757) was transferred from the warrant reserve to retained earnings.
2022 Award
In 2022, the Company granted to employees a total of 2,006,939 options at an average exercise price of 6p. No awards were made to directors in 2022.
50% of the options vest immediately, with the remaining 50% vesting after one year.
The following information is relevant in the determination of the fair value of options granted under the 2022 Award. |
|
|
Grant date |
30/6/22 |
|
|
Number of awards |
2,006,939 |
|
|
Share price |
£0.04 |
|
|
Exercise price |
£0.06 |
|
|
Expected dividend yield |
- |
|
|
Expected volatility |
63% |
|
|
Risk free rate |
0.95% |
|
|
Vesting period |
1 year |
|
|
Expected Life (from date of grant) |
3 years |
|
|
The share-based payments charge in respect of all these options for the 15 months ended 31 March 2026 was £nil (Year ended 31 December 2024: £nil). During the period, none (Year ended 31 December 2024: none) of these options were exercised, none (Year ended 31 December 2024: 190,476) lapsed and £20,651 (Year ended 31 December 2024: £4,245) was transferred from the warrant reserve to retained earnings.
|
|
|
|
|
|
2023 Award to Directors
The Company made a further grant of options in order to ensure continuity of long-term incentive of options over 8,698,909 new Ordinary Shares in the Company, at a strike price of 5.1p each, in the amounts of 4,968,000 awarded to Sean Smith and 3,730,909 awarded to Alex Abrey.
The Options expire on 31 August 2027 and vest as follows:
· 1/3 upon grant; · 1/3 12 months from the date of grant; and · 1/3 24 months from the date of grant.
The following information is relevant in the determination of the fair value of options granted under the 2023 Award to Directors. |
|
|
Grant date |
30/8/23 |
|
|
Number of awards |
8,698,909 |
|
|
Share price |
£0.06 |
|
|
Exercise price |
£0.05 |
|
|
Expected dividend yield |
- |
|
|
Expected volatility |
65.6% |
|
|
Risk free rate |
5.4% |
|
|
Vesting period |
2 years |
|
|
Expected Life (from date of grant) |
3 years |
|
|
The share-based payments charge in respect of all these options for the 15 month period ended 31 March 2026 was £79,666 (Year ended 31 December 2024: £79,666). During the period, none (Year ended 31 December 2024: none) of these options were exercised and none (Year ended 31 December 2024: none) lapsed and £nil (Year ended 31 December 2024: £nil) was transferred from the warrant reserve to retained earnings.
|
|
|
2023 Award to Employees
In addition to the above options granted to Directors, the Company granted employees a total of 2,224,976 options at an average exercise price of 6p.
The Options expire on 30 June 2026 and vest as follows:
· 1/2 upon grant; and · 1/2 12 months from the date of grant.
|
|
|
The following information is relevant in the determination of the fair value of options granted under the 2023 Award to Employees. |
|
|
Grant date |
18/12/23 |
|
|
Number of awards |
2,224,976 |
|
|
Share price |
£0.04 |
|
|
Exercise price |
£0.05 |
|
|
Expected dividend yield |
- |
|
|
Expected volatility |
65.4% |
|
|
Risk free rate |
5.4% |
|
|
Vesting period |
2 years |
|
|
Expected Life (from date of grant) |
3 years |
|
|
The share-based payments charge in respect of all these options for the 15 month period ended 31 March 2026 was £nil (Year ended 31 December 2024: £nil). During the period, none (Year ended 31 December 2024: none) of these options were exercised and none (Year ended 31 December 2024: none) lapsed and £nil (Year ended 31 December 2024: £nil) was transferred from the warrant reserve to retained earnings.
|
|
|
2024 Award to Directors
The Company made a further grant of options in order to ensure continuity of long-term incentive of options over 11,918,901, new Ordinary Shares in the Company, at a strike price of 6.5p each, in the amounts of 6,805,852 awarded to Sean Smith and 5,113,049 awarded to Alex Abrey.
The Options expire on 30 June 2028 and vest as follows:
· 1/3 upon grant; · 1/3 12 months from the date of grant; and · 1/3 24 months from the date of grant.
The following information is relevant in the determination of the fair value of options granted under the 2024 Award to Directors.
|
|
|
Grant date |
04/07/24 |
|
||
|
|
Number of awards |
11,918,901 |
|
||
|
|
Share price |
£0.04 |
|
||
|
|
Exercise price |
£0.07 |
|
||
|
|
Expected dividend yield |
- |
|
||
|
|
Expected volatility |
65.6% |
|
||
|
|
Risk free rate |
5.4% |
|
||
|
|
Vesting period |
2 years |
|
||
|
|
Expected Life (from date of grant) |
3 years |
|
||
|
|
|
||||
|
|
The share-based payments charge in respect of all these options for the 15 months ended 31 March 2026 was £38,355 (Year ended 31 December 2024: £108,411). During the period, none (Year ended 31 December 2024: none) of these options were exercised and none (Year ended 31 December 2024: none) lapsed and £nil (Year ended 31 December 2024: £nil) was transferred from the warrant reserve to retained earnings. .
|
|
|
2024 Award to Employees
In addition to the above options granted to Directors, the Company granted employees a total of 2,605,322 options at an average exercise price of 6.5p.
The Options expire on 30 June 2028 and vest as follows:
· 1/2 upon grant; and · 1/2 12 months from the date of grant. |
|
|
The following information is relevant in the determination of the fair value of options granted under the 2024 Award to Employees.
|
|
|
Grant date |
31/12/24 |
|
|
Number of awards |
2,605,322 |
|
|
Share price |
£0.04 |
|
|
Exercise price |
£0.07 |
|
|
Expected dividend yield |
- |
|
|
Expected volatility |
65.4% |
|
|
Risk free rate |
5.4% |
|
|
Vesting period |
2 years |
|
|
Expected Life (from date of grant) |
3 years |
|
|
The share-based payments charge in respect of all these options for the 15 months ended 31 March 2026 was £nil (Year ended 31 December 2024: £16,852). During the period, none (Year ended 31 December 2024: none) of these options were exercised and none (Year ended 31 December 2024: none) lapsed and £nil (Year ended 31 December 2024: £nil) was transferred from the warrant reserve to retained earnings.
|
|
|
|
|
|
A summary of all the above options is set out in the table below.
Options awards
|
|
|
Number of share options |
Weighted average exercise price (pence) |
|||||||
|
|
|
31 Mar 2026 |
31 Dec 2024 |
31 Mar 2026 |
31 Dec 2024 |
||||
|
|
Outstanding at 1 January |
|
34,198,355 |
|
23,486,534 |
|
9 |
|
7 |
|
|
Granted during the period |
|
- |
|
14,524,223 |
|
- |
|
7 |
|
|
Exercised during the period |
|
- |
|
- |
|
- |
|
- |
|
|
Lapsed during the period |
|
(8,750,247) |
|
(3,812,402) |
|
22 |
|
6 |
|
|
|
||||||||
|
|
Exercisable at the end of the period |
|
25,448,108 |
|
34,198,355 |
|
6 |
|
9 |
|
|
|
||||||||
|
|
The exercise price of options outstanding at the end of the period ranged between 6p and 22p (Year ended 31 December 2024: 6p and 10p) and their weighted average contractual life was 1.8 years (Year ended 31 December 2024: 2.1 years).
The share-based payment charge for the period, in respect of options, was £118,021 (Year ended 31 December 2024: £204,928).
A total of £377,900 (Year ended 31 December 2024: £173,008) was transferred from the warrant reserve to retained earnings in relation to share options that lapsed in the period.
|
|
|
|
|
23 |
Share capital |
|
|
Ordinary share |
31 March 2026 Number |
|
31 December 2024 Number |
|
31 March 2026 £ |
|
31 December 2024 £ |
|
|
Authorised, Issued and fully paid |
|
|
|
|
|
|
|
|
|
At the beginning of the period |
533,352,523 |
|
533,352,523 |
|
5,333,529 |
|
5,333,529 |
|
|
Issue of shares |
80,010,471 |
|
- |
|
800,104 |
|
- |
|
|
At the end of the period |
613,362,994 |
|
533,352,523 |
|
6,133,633 |
|
5,333,529 |
Each ordinary share of £0.01 has voting and dividend rights attached to them.
On 19 February 2026, the Company issued 80,010,471 new ordinary shares at an issue price of 4.0 pence per share, generating gross proceeds of approximately £3.2 million. The transaction costs attributable to the share issue amounted to £273,605. As a consequence of the issuance, share premium of £2,400,314 was recognised.
|
24 |
Share premium account
|
|
|
||||||||||||||||||||||||||||||||||||||||||
|
25 |
Warrant reserve
|
|
|
Group and Company |
||
|
|
|
|
£ |
|
|
For the 15 months ended 31 March 2026 Balance at 1 January 2024 |
|
758,234 |
|
|
Share-based payment expense in respect of options granted |
|
204,928 |
|
|
Share-based payment expense in respect of options/warrants lapsed/exercised |
|
(173,008) |
|
|
Balance at 31 December 2024 |
|
790,154 |
|
|
Share-based payment expense in respect of options granted |
|
118,021 |
|
|
Share-based payment expense in respect of options/ warrants lapsed/ exercised |
|
(377,900) |
|
|
Balance at 31 March 2026 |
|
530,275 |
|
|
|
||
|
|
The warrant reserve represents the fair value of share options and warrants grants, and not exercised or lapsed, in accordance with the requirements of IFRS 2 Share Based Payments.
|
||
|
26 |
Non-controlling interest
|
||||
|
|
|
|
Group |
||
|
|
|
|
31 March 2026 £ |
|
31 December 2024 £ |
|
|
At the beginning of the period |
|
20,267 |
|
26,815 |
|
|
Share of total comprehensive loss for the period |
|
(5,404) |
|
(6,548) |
|
|
At the end of the period |
|
14,863 |
|
20,267 |
|
|
The non-controlling interest arose from the Company's 50% share in TerpeneTech (Ireland) Limited. See note 16 for further information. |
|
27 |
Other interest-bearing loans and borrowings
|
|
|
Change in liabilities, arising from financing activities are presented below: |
|
|
Group and Company |
|
31 March 2026 |
|
31 December 2024 |
|
|
|
|
£ |
|
£ |
|
|
Balance at 1 January |
|
168,732 |
|
229,769 |
|
|
Changes from financing cashflows |
|
|
|
|
|
|
Payment of lease liabilities* |
|
(253,235) |
|
(145,796) |
|
|
Total changes from financing cashflows |
|
(253,235) |
|
(145,796) |
|
|
|
|
|
|
|
|
|
Other changes |
|
|
|
|
|
|
New leases |
|
750,069 |
|
63,605 |
|
|
Adjustment to Right of Use Assets |
|
6,346 |
|
21,154 |
|
|
Total other changes |
|
756,415 |
|
84,759 |
|
|
Balance at period end |
|
671,913 |
|
168,732 |
|
|
|
|
|
|
|
|
|
*excluding lease interest of £35,555 (Year ended 31 December 2024: £9,732)
|
|
28 |
Remuneration of key management personnel
The remuneration of key management personnel, including Directors, is set out in note 7 in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
Group
During the period, the Group invoiced its associate, TerpeneTech (UK), £nil for administration charges (Year ended 31 December 2024: £8,900) and generated revenue from data sharing of £434,783 (Year ended 31 December 2024: £nil) and sale of geraniol £194,783 (Year ended 31 December 2024: £nil).
Also, during the period the Group recharged £12,506 (Year ended 31 December 2024: £10,769) of expenses to TerpeneTech (UK) and incurred consultancy charges of £nil (Year ended 31 December 2024: £8,292).
At the period end, an amount of £708,657 was due from TerpeneTech (UK) (Year ended 31 December 2024: £167,586) to the Company. This amount is included within Trade Receivables.
At the period end, an amount of £84,836 was due to TerpeneTech (UK) (Year ended 31 December 2024: £97,342) from the Company. This amount is included within Other Payables.
At the period end, a net amount of £180,141 was due to TerpeneTech (Ireland) from TerpeneTech (UK) (Year ended 31 December 2024: £120,358 due to TerpeneTech (Ireland) from TerpeneTech (UK)). It represents the amount due in respect of the intangible asset reduced by fees receivable in respect of sales which amounted to £64,298 (Year ended 31 December 2024: £73,627). This amount is included within Other Receivables.
During the period, TerpeneTech (UK) recharged audit fees of £4,515 to TerpeneTech (Ireland).
Company
During the period, the Company invoiced its associate, TerpeneTech (UK), £nil for administration charges (Year ended 31 December 2024: £8,900) and generated revenue from data sharing of £434,783 and sale of geraniol £194,783.
Also, during the period the Company recharged £12,506 (Year ended 31 December 2024: £10,769) of expenses to TerpeneTech (UK) and incurred consultancy charges of £nil (Year ended 31 December 2024: £8,292).
Further, at period end, £54,000 has been accrued in respect of management recharges from the Company to TerpeneTech (Ireland) (Year ended 31 December 2024: £63,000) and £nil has been recharged for audit fees (Year ended 31 December 2024: £10,156). An amount of £284,208 (Year ended 31 December 2024: £240,070) is included within the Other Receivables.
At the period end, an amount of £708,657 was due from TerpeneTech (UK) (31 December 2024: £167,586). This amount is included within Trade Receivables.
At the period end, an amount of £97,342 was due to TerpeneTech (UK) (31 December 2024: £97,342). This amount is included within Other Payables.
Related party transactions are made on an arms' length basis. |
|
29 |
Financial risk management
|
|
|
Credit risk |
|
|
|
|||||||
|
|
|
Group |
|
|
|
Company |
|
|
|||
|
|
|
31 March 2026 £ |
|
31 December 2024 £ |
|
31 March 2026 £ |
|
31 December 2024 £ |
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
Cash and cash equivalents |
1,517,613 |
|
3,674,796 |
|
1,517,613 |
|
3,674,796 |
|||
|
|
Trade receivables* |
3,432,151 |
|
2,138,725 |
|
3,432,151 |
|
2,138,725 |
|||
|
|
VAT recoverable* |
194,266 |
|
244,975 |
|
194,266 |
|
244,975 |
|||
|
|
Other receivables, prepayments and accrued income* |
501,138 |
|
177,061 |
|
605,206 |
|
286,354 |
|||
|
|
|
5,645,168 |
|
6,235,557 |
|
5,749,236 |
|
6,344,850 |
|||
|
|
*See note 18 |
|
|
|
|
|
|
|
|||
|
|
The average credit period for sales of goods and services is 259 days (Year ended 31 December 2024: 175). No interest is charged on overdue trade receivables. At 31 March 2026, trade receivables of £1,082,931 (Year ended 31 December 2024: £681,441) were past due. During the period the Group and Company provided for doubtful debts in the amount of £16,343 (Year ended 31 December 2024: £nil).
Trade receivables of £2,688,731 (Year ended 31 December 2024: £1,571,516) at the reporting date were held in Euros and £210,341 (Year ended 31 December 2024: £112,540) were held in USD.
Cash at bank of £4,425 (Year ended 31 December 2024: £1,512,694) at the reporting date were held in Euros and £3,079 (Year ended 31 December 2024: £4,826) were held in USD.
The largest trade debtor is Sipcam, which owed gross £1,225,225 to the Group at the period end (Year ended 31 December 2024: Sipcam, which owed gross £476,131). The Group has had no issue of collecting debtors due from Corteva, Sipcam or TerpeneTech (UK) before and does not expect to have any going forward. Considering these factors, the Directors consider the ECL to be immaterial.
The Group's policy is to recognise loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost. The Group measures loss allowances for trade receivables at an amount equal to lifetime ECL. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considered reasonable and supportable information that is relevant and available without undue cost of effect. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience, information credit assessment and including forward-looking information and consideration of any actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the borrower's ability to meet its obligations.
|
|
|
|
The Group considers a financial asset to be in default and its credit risk to have increased significantly when:
· the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or
· the financial asset is more than 120 days past due.
|
|
Liquidity risk (excluding lease liabilities) |
|
|
|
||
|
|
|
|
|
Group and Company |
||
|
|
|
Notes |
|
31 March 2026 £ |
|
31 December 2024 £ |
|
|
Trade payables |
19 |
|
1,912,407 |
|
2,559,056 |
|
|
Other payables |
19 |
|
1,328,744 |
|
97,342 |
|
|
Social security and other taxation |
19 |
|
- |
|
108,490 |
|
|
|
|
|
3,241,151 |
|
2,764,888 |
|
|
The carrying amount of trade and other payables approximates their fair value.
The average credit period on purchases of goods is 90 days (Year ended 31 December 2024: 113 days). No interest is charged on trade payables. The Group has policies in place to ensure that trade payables are paid within the credit timeframe or as otherwise agreed.
Trade payables of £839,841 (Year ended 31 December 2024: £1,023,914) at the reporting date were held in Euros and £785,807 (Year ended 31 December 2024: £558,234) were held in USD.
|
|
|
Maturity of financial liabilities (excluding lease liabilities)
|
|
|
The maturity profile of the Group's financial liabilities at 31 March 2026 was as follows: |
|
|
|
|
31 March 2026 £ |
|
31 December 2024 £ |
|
|
In one year or less, or on demand |
|
3,241,151 |
|
2,764,888 |
|
|
Over one year |
|
- |
|
- |
|
|
|
|
3,241,151 |
|
2,764,888 |
|
|
|
|
|
Liquidity risk is managed by regular monitoring of the Group's level of cash and cash equivalents, debtor and creditor management and expected future cash flows. See note 1 for further details on the going concern position of the Group and Company. For details of lease liabilities, see note 20.
Market price risk
The Group's exposure to market price risk comprises currency risk exposure. It monitors this exposure primarily through a process known as sensitivity analysis. This involves estimating the effect on results before tax over various periods of a range of possible changes in exchange rates. The sensitivity analysis model used for this purpose makes no assumptions about any interrelationships between such rates or about the way in which such changes may affect the economies involved. As a consequence, figures derived from the Group's sensitivity analysis model should be used in conjunction with other information about the Group's risk profile.
The Group's policy towards currency risk is to eliminate all exposures that will impact on reported results as soon as they arise. Based on the foreign currency break down provided under credit risk and liquidity risk, the impact of 5%-10% movement in foreign exchange will not have a material effect. |
|
|
Capital risk management |
|
|
|
|
|
The primary objective of the Group's capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder value. |
|
|
|
|
|
The Group seeks to enhance shareholder value by capturing business opportunities as they develop. To achieve this goal, the Group maintains sufficient capital to support its business. |
|
|
|
|
|
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. |
|
|
|
|
|
The Group looks to maintain a reasonable debt position by repaying debt or issuing equity, as and when it is deemed to be required. |
|
|
|
|
|
No changes were made in the objectives, policies or processes for managing capital during the period ended 31 March 2026 and the year ended 31 December 2024. |
|
|
|
|
|
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group's policy is to keep the gearing ratio below 10% (31 December 2024: below 10%). The Group includes within net debt, any interest-bearing loans and borrowings (none in the current or prior year), any loans from a venture partner (none in the current or prior year), trade and other payables, less cash and cash equivalents. The Group is not subject to any externally imposed capital requirements. |
|
30 |
Cash absorbed by operations
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
15 month period to 2026 |
|
Year ended 31 December 2024 |
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Loss for the period after tax |
|
(2,452,301) |
|
(1,913,139) |
|
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
Taxation credited |
|
(445,467) |
|
(267,008) |
|
|
Interest on lease liabilities |
|
35,555 |
|
9,732 |
|
|
Interest income |
|
(22,242) |
|
(110,483) |
|
|
Foreign exchange currency (gains)/ losses |
|
(50,960) |
|
95,988 |
|
|
Amortisation and impairment of intangible assets |
|
591,895 |
|
364,319 |
|
|
Depreciation and property, plant and equipment and right-of-use assets |
|
340,689 |
|
232,481 |
|
|
Share of associate's loss/(profit) |
|
53,252 |
|
(2,279) |
|
|
Share-based payment expense |
|
118,021 |
|
204,928 |
|
|
Doubtful debt provision |
|
16,343 |
|
34,057 |
|
|
Obsolete stock provision |
|
6,866 |
|
- |
|
|
Movements in working capital: |
|
|
|
|
|
|
(Increase)/decrease in inventories |
|
(56,078) |
|
431,902 |
|
|
Increase in trade and other receivables |
|
(1,038,056) |
|
(656,219) |
|
|
(Decrease)/increase in trade and other payables |
|
(150,075) |
|
567,152 |
|
|
Cash absorbed by operations |
|
(3,052,557) |
|
(1,008,569) |
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
|
|
|
|
|
|
15 month period to 2026 |
|
Year ended 31 December 2024 |
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Loss for the period after tax |
|
(2,441,494) |
|
(1,900,044) |
|
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
Taxation credited |
|
(445,467) |
|
(267,008) |
|
|
Interest on lease liabilities |
|
35,555 |
|
9,732 |
|
|
Interest income |
|
(22,242) |
|
(110,483) |
|
|
Foreign exchange currency (gains)/losses |
|
(50,960) |
|
95,988 |
|
|
Amortisation and impairment of intangible assets |
|
575,305 |
|
350,753 |
|
|
Depreciation and property, plant and equipment and right-of-use assets |
|
340,689 |
|
232,481 |
|
|
Share of associate's loss/(profit) |
|
53,252 |
|
(2,279) |
|
|
Share-based payment expense |
|
118,021 |
|
204,928 |
|
|
Doubtful debt provision |
|
16,343 |
|
34,057 |
|
|
Obsolete stock provision |
|
6,866 |
|
- |
|
|
Movements in working capital: |
|
|
|
|
|
|
(Increase)/decrease in inventories |
|
(56,078) |
|
431,902 |
|
|
Increase in trade and other receivables |
|
(1,032,273) |
|
(656,042) |
|
|
Increase in trade and other payables |
|
(150,075) |
|
567,446 |
|
|
Cash absorbed by operations |
|
(3,052,557) |
|
(1,008,569) |
|
31 |
Capital commitments
As at 31 March 2026, an amount of £204,038 (Year ended 31 December 2024: £251,226) had been committed to by the Group and Company, for work not yet completed, or invoiced. Work performed in both years related to on-going field trials and other regulatory studies. Work related to prior year commitments was invoiced during the period. |
|
32 |
Contingent liabilities
The Company provides a two-year warranty for one of its products which solely relates to the product not being defective.
Given the quality control processes that are in place, the Company is satisfied that no provision is required in this respect.
|
|
33 |
Post balance sheet events
Subsequent to the reporting date, the Company completed a placing raising gross proceeds of approximately £7.6 million. 190,000,000 new ordinary shares were issued and admitted to trading on AIM on 13 April 2026.
Following admission, the Company's issued share capital increased to 803,362,994 ordinary shares. The proceeds will be used to support the Company's strategic objectives and provide additional working capital.
As the transaction occurred after the reporting date, it has not been reflected in the financial statements for the period ended 31 March 2026.
|
|
34 |
Controlling party
There is no ultimate controlling company or party of Eden Research plc. |