Final Results & Notice of AGM
Summary by AI BETAClose X
OptiBiotix Health plc
("OptiBiotix" or the "Company" or the "Group")
Final results and
Notice of Annual General Meeting
OptiBiotix Health plc (AIM: OPTI), a life sciences business developing products which reduce hunger and food cravings, enhance the gut microbiome, and sweet fibres as healthy sugar substitute announces its audited results for the 12 months ended 31 December 2025.
Highlights
· Revenues up 34% to £1.17m (2024: £870k) with £212k of orders received in 2025 not included and carried forward for delivery in 2026
· Gross profit up 85% to £614k (2024: £331k)
· Gross profit margin increased to 53% (2024: 38%)
· Operating costs (including selling, R&D and patent costs but excluding non-cash share based payments) are slightly up at just under £2.7m (2024: £2.6m)
· Cash balance of £1.04m (2024: £739k)
· Holdings in ProBiotix Health Plc ("PBX") and SkinBioTherapeutics Plc ("SBTX") with an aggregate market value of £6.45m as of 31 December 2025.
· Launch of SlimBiome® in Hydroxycut, which markets itself as the No. 1 selling weight loss supplement brand in the United States of America ("USA")
· Signing of a distribution agreement with a well-known direct selling weight management company with a first order received in H2 2025 with product launch scheduled for H1 2026
· Growing list of new customers in Asia with 17 products launched and 74 customer projects at various stages of development across six different countries.
· Territories outside the UK now represent 73% of revenue (2024:63%) with Asia increasing by 182% to £268k from £95k in 2024
· Introduction of an optimised enzyme-based production process for SweetBiotix that delivers much higher yields, a purer and better-tasting product, and reduces ingredient and production costs
· The Company ended 2025 with a balance sheet of £6.8m (2024: £9.0m), a strong cash position of £1.04m (2024: £739K), no debt and a growing pipeline of new customers
Post period end
· Twenty-four metric tonnes (24mt) SlimBiome order from Meelung Trading, Taiwan to be delivered at approximately three-month intervals throughout 2026 with payment already received for the first 12mt.
· Record start to 2026 with over £800k of orders received in January 2026 for delivery during 2026 calendar year, including carried forward orders outlined above (announced 21 January 2026). This excludes ecommerce and subsequent orders.
· Commencement of a clinical study by Hull University Teaching Hospital to determine the effect of six week pre-operative consumption of WellBiome on time spent in intensive care and potential cost savings for the National Health Service (announced 24 February 2026).
· Disposals of 8,900,000 SBTX shares for cash consideration of approximately £787k. The Company disposed of 1,400,000 SBTX shares in March 2026 for cash consideration of approximately £112k and made a further disposal of 7,500,000 SBTX shares in April 2026 for cash consideration of approximately £675k.
· A shift from investing in building a broad business with multiple channels and territories to focus on high growth areas and commercial sustainability
ü Significant reduction in marketing and selling costs in 2026 with planned reductions in R&D and IP costs anticipated to save £500k-600k per year
ü Margin improvement in cost of goods which should reduce the cost of producing SlimBiome by 31% in Q2 2026 orders with further changes anticipated to lead to a final cost reduction of 48%. The Board expects this should improve gross margin and gross profit
ü The development of profit and loss accounts for each part of its business (OptiBiotix Health USA, OptiBiotix Health India, Ecommerce and B2B) with each business unit tasked with covering their costs by end of 2026. This will help determine future spending and cost savings
Notice of AGM
The Annual Report and Financial Statements, which will be available on the Company website and sent to shareholders who have requested it, contains a Notice of Annual General Meeting ("AGM") which will be held at 2pm on 23 June 2026 at the offices of Marex at 155 Bishopsgate, London, EC2M 3TQ.
Due to building security requirements shareholders wishing to attend the AGM in person should notify Optibiotix on info@optibiotix.com by 19th June to facilitate ease of access.
Stephen O'Hara, CEO of OptiBiotix Health plc said: "The Company has made good progress in 2025 with growing sales, higher margins, increased gross profit and valuable assets in its holdings in PBX and SBTX with a combined market value of circa £6.45m at the end of December 2025. The Company's investments in its IP portfolio, health claims for products in major markets, international manufacturing and distribution base, and ecommerce customer base is now complete. The Company is now focused on achieving commercial sustainability by accelerating its activities to reduce costs and improve margins whilst continuing to grow its top line in those areas showing high growth and commercialising its second-generation products. Recent progress on SweetBiotix (announced 24th November 2025), has continued into 2026 providing us with a cleaner, purer, better tasting product, and a clearer commercial route to market than previously achieved. The Company will be demonstrating its SweetBiotix products to shareholders in June 2026, further details on venue and timing to follow".
This announcement contains information which, prior to its disclosure, was considered inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.
Engage with the OptiBiotix management team directly by asking questions, watching video summaries and seeing what other shareholders have to say by subscribing to the new website to get regular updates: https://optibiotix.com/auth/signup
View the full announcement and submit questions to management via our website: https://optibiotix.com/link/ejnRle
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For further information, please contact: OptiBiotix Health plc |
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Neil Davidson, Chairman |
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Stephen O'Hara, Chief Executive |
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Cairn Financial Advisers LLP (NOMAD and Broker) |
Tel: 020 7213 0880 |
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Liam Murray / Ludovico Lazzaretti / James Western
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About OptiBiotix - www.optibiotix.com
OptiBiotix Health plc (AIM: OPTI, OTCQB: OPTBF), OptiBiotix Health has developed a range of technologies and commercialised products which modulate the human microbiome to help prevent and manage human disease. Since the Group's inception it has created a wide range of microbiome-based ingredients and products including prebiotic products like SlimBiome®, WellBiome®, SweetBiotix® and Microbiome Modulators within its core OptiBiotix Health plc (OPTI) business, but also skincare through its holdings in SkinBioTherapeutics PLC (SBTX), and probiotics through ProBiotix Health plc (PBX). These companies create a diverse portfolio technologies and products in an emerging area of healthcare that is of growing interest in consumer markets throughout the world.
Forward-Looking Statements
Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.
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Chairman's report
OptiBiotix has successfully invested to develop a broad intellectual property portfolio, undertaken clinical studies that have allowed it to gain regulatory approval for on-pack health claims, and developed robust manufacturing bases and distributor networks in major markets worldwide. It retains valuable assets in its second-generation products, including SweetBiotix®, and its equity stakes in the other microbiome companies it has created. The Group is now concentrated on achieving profitability in all business units by focusing on markets and products with the strongest growth potential: driving sales, raising margins and cutting costs.
Strategy and business development
From its inception, the business has sought to put the interests of shareholders first, by maximising opportunities and reducing risk through the creation of a broad spread of assets in high-growth markets, which has reduced shareholder dilution. We have delivered substantial value through the spin-off of two separately quoted microbiome businesses, SkinBioTherapeutics plc ("SBTX") and ProBiotix Health plc ("PBX"), with an aggregate market value of £6.45m at year-end (2024: £9.23m).
Our proven first-generation products SlimBiome® and WellBiome® address the fast-growing weight control and gut health markets with the support of proven health claims, and we are building global sales with a growing number of larger partners and an increasing online presence.
At the same time, we are progressing discussions with a number of major partners to bring our second-generation products to market, with SweetBiotix® reaching a key competitive milestone through the development of a new production process that repositions it as a potential partner rather than a competitor to sugar producers.
We have taken robust action to reduce board, staff, R&D, IP, broking and PR costs, and secured admission of the Company's shares to the OTCQB Venture Market to increase our visibility to the US investment community.
Results
The strong sales momentum established in 2024 continued throughout 2025, with revenues increasing by 34% to £1.17m (2024: £870k). Over two years, sales have increased by more than 81%, from £644k in 2023.
Gross profit increased by 85% to £614k (2024: £331k).
We continue to have a strong balance sheet, with gross assets at the year-end of £6.9m (2024: £9.0m) and cash of £1.04m (2024: £739k).
The Board
David Blain joined the Board as Finance Director and Company Secretary on 7 January 2025, bringing us the benefit of his extensive financial, commercial and board experience with a range of private and public companies including Iksuda Therapeutics Ltd, Applied Graphene Materials plc, Nanoco Group plc and Inspired Capital plc. Under his leadership, we have achieved a significant enhancement of divisional P&L accounting and improved the control of costs throughout the Group, with the aim of moving each division and ultimately the Group to profitability.
Outlook
We made a very strong start to the new financial year, with record orders of more than £800k from four major partners recorded in the first four weeks of 2026 to be delivered at approximate quarterly intervals throughout 2026. With tighter cost control delivering improved margins across the Group, and an important breakthrough achieved as we move towards the commercialisation of SweetBiotix®, we believe that we are on course to achieve our objective of moving all parts of the business towards profitability and delivering increased shareholder value.
N Davidson CBE
Chairman
27 May 2026
Chief Executive Officer's report
In the last few years we have concentrated our activities and investment in building a broad-based business selling clinically proven, effective products in fast-growing markets across multiple territories worldwide. This investment is largely complete. Our focus is now on leveraging this international distribution, manufacturing, and customer base to drive growth in those products and territories that can deliver the highest returns, while progressing commercialisation of our exciting second-generation products, to achieve sustainable Group profitability.
Strategic overview
OptiBiotix Health PLC (AIM: OPTI, OTCQB: OPTBF) ("OptiBiotix", "OPTI" or the "Company" and together with its subsidiaries the "Group") is a life sciences business focused on the development of products which reduce hunger and food cravings, enhance the gut microbiome, and provide a healthy substitute for sugar.
We believe that the Group has now reached a strategic inflection point, having developed a unique range of first-generation products with good customer reviews, carried out clinical studies to gain approval for on-pack health claims, built a strong IP portfolio, and developed manufacturing and distributor networks in major territories in the world. We also believe we have a very valuable asset in our IP portfolio for future commercialisation, particularly in our second-generation products including SweetBiotix®.
In parallel, we have invested in and developed a range of other microbiome assets, delivering substantial value for our shareholders by spinning these out into free-standing PLCs, SkinBioTherapeutics ("SBTX") and ProBiotix Health ("PBX"). To date OPTI has raised a total of £10.4m in funds, delivered a £10.25m dividend in specie through the issue of PBX shares, and raised £7.81m through the sale of SBTX shares. This includes approximately £112k from a disposal of SBTX shares in March 2026 and £675k in April 2026 when a material change in SBTX's position occurred with the announcement of a suspension of shares due to the ongoing investigation into the conduct of the former CEO of SBTX by FRP Advisory which meant that SBTX could not issue its interim results by 31 March 2026 as required by the AIM rules. OPTI retains valuable equity stakes in both SBTX and PBX with an aggregate market value of £6.45m as of 31 December 2025, making a return of £23.72m on the £10.4m raised since listing in August 2014. Recent trading updates for PBX report profitability has been achieved in Q1 2026, demonstrating potential for further upside. These assets provide opportunities to realise value through the sale of shares or the potential of an ad hoc dividend return to shareholders.
Having invested in building a broad product portfolio and other valuable microbiome assets in its holdings in PBX and SBTX, the Group is now focused on growing sales in its first-generation products and commercialising second generation products to attain commercial sustainability.
Product Portfolio and Asset Value Creation
OptiBiotix has followed a dual‑track strategy, developing:
· First-generation products (SlimBiome®, WellBiome®) to create early revenues and establish a position in the market; and
· Second‑generation solutions (SweetBiotix®, Microbiome Modulators) to create long‑term, high‑value differentiators.
SlimBiome® is our flagship weight loss product, clinically proven through four human studies to keep users feeling fuller for longer, and to reduce craving for both sweet and savoury snacks. This helps users reduce calorie intake and manage their weight sustainably while also promoting gut health and diversity. Containing only natural ingredients, it has none of the potential side-effects associated with injectable GLP-1 agonists like Semaglutide, marketed as Ozempic and Wegovy.
Recent changes in the weight management market, with the rapid growth in demand for injectable GLP-1 agonists, have presented both a competitive threat to SlimBiome and a significant opportunity for growth. This has led us to change our focus to promoting SlimBiome® as both a safe and lower cost natural alternative to GLP-1s, and increasingly as an aid to preventing weight gain when consumers stop injecting the drugs. There is good evidence that a rebound in weight is the rule rather than the exception when users come off GLP-1s, with the vast majority of users regaining two thirds of their lost weight within one year. Studies also show that 58% of patients stop GLP-1 treatment within the first three months due to cost, side effects or other issues Study Shows 58% Of Patients Discontinue Use Of Obesity Medications (Forbes, June 2024). Our product range is ideally placed to support these people in their efforts to achieve a sustained weight reduction. The global market for alternatives to GLP-1 agonists was estimated to be worth $1.2bn in 2024 and forecast to grow at a compound annual growth rate of 16.7% to quadruple in value to $4.8bn by 2033 GLP-1 Support Supplements Market Research Report 2033.
WellBiome® is a patented, mineral-enriched multi prebiotic fibre complex developed in collaboration with leading UK universities and formulated to enhance gut microbiome diversity to support overall wellbeing. On-pack health claims authorised in Europe, and the USA include: WellBiome® nourishes beneficial bacteria to improve gut health; contributes to improved bone health by aiding the absorption of essential minerals; contributes to normal muscle function; supports normal brain function and memory; supports cardiovascular health; and contributes to a reduction of tiredness and fatigue.
The Group announced in February 2026 the beginning of an clinical study being carried out by Hull University Teaching Hospital to determine the effect of taking WellBiome® on cardiac surgery outcomes. The study follows an approach to OptiBiotix by the National Health Service (" NHS") to carry out a double blind, placebo-controlled trial that will evaluate the impact of six week pre-operative consumption of the supplement on time spent in intensive care, the overall length of hospital stay, the incidence of post-operative complications, and the potential cost savings for the NHS. This is an NHS led study which if successful it could lead to WellBiome® becoming the standard of care for NHS patients undergoing surgery.
Interest in gut health is a growing trend around the world, with more than 80% of consumers in the UK, USA and China considering it to be important, and over 50% anticipating that they will make it a higher priority over the next two to three years (The top wellness trends in 2024 | McKinsey).
SweetBiotix® are a portfolio of natural, sweet, high-fibre, low-calorie products developed to replace both sugar and sugar substitutes. They are trademarked and protected by a substantial and valuable IP portfolio comprising more than 25 patents. The products have been tested by academic groups who have published five papers in peer-reviewed journals providing an independent assessment of SweetBiotix's taste and health benefits. The Group has provided SweetBiotix® samples under Material Transfer Agreements (MTA) to a number of partners who have specialist expertise in sugar substitutes and are supporting SweetBiotix® development with a view to the use of SweetBiotix® in their products. Milestone payments from commercial agreements with partners have delivered over £750k of income to OptiBiotix over the last few years.
As announced in November 2025, a key competitive milestone was reached last year with the introduction of a new enzyme that delivers much higher yields, a purer and better-tasting product, and reduces ingredient and production costs. Significantly, this new enzyme produces SweetBiotix® from sucrose (sugar), an unhealthy commoditised ingredient with a rapidly contracting customer base and converts this into a healthy and higher value prebiotic fibre. This repositions SweetBiotix® in the eyes of sugar producers from a competitor into a potential value-enhancing partner and gives us increasing confidence in the commercial potential of SweetBiotix® as we continue to work with DSM Firmenich and other partners on product development.
Microbiome Modulators
There is increasing recognition of the role of the microbiome in health and disease. With this comes the potential to develop strategies to change the microbial composition of the microbiome as a dietary or treatment option to improve health outcomes, prevent chronic diseases, and/or improve the efficacy or reduce the toxicity of drug treatments. Microbiome Modulators have been developed to meet this need.
This technology is applicable to a wide range of microbial species with short-term opportunities with nutraceutical company partners who wish to improve the performance of their existing probiotics or more long-term, pharmaceutical companies interested in improving drug therapies. This has created interest from a spectrum of potential partners with a view to licensing the technology, co-development of specific products for partners, or the production and sale of an ingredient to boost the performance of products containing Lactobacilli species.
The pathway to financial sustainability
Having built its scientific, clinical, manufacturing, distribution and e-commerce customer base the Group's focus is now on increasing sales, improving margins, and reducing costs to develop a sustainable business, and launching its second-generation products by:
Growing sales. Considerable progress has already been made in increasing sales, particularly of high margin product lines, with a record start to 2026. As announced on 21 January 2026, the Group has received over £800k in orders for delivery throughout the 2026 calendar year. This excludes e-commerce sales and subsequent orders received post January 2026. We are also successfully increasing our e-commerce basket size by broadening our product range through the launch of more snack bar flavours.
Improving margins. The Group increased its gross profit from 38% in 2024 to 53% in 2025, which has impacted positively on gross profit which has increased by 85% to £614k (2024: £331k). This improvement is expected to continue, as the significant increase in SlimBiome orders for 2026, noted above, has enabled the Group to negotiate volume discounts on its core ingredients which is expected to reduce the cost of producing SlimBiome® by 31% on H2 2026 orders, with further reductions anticipated later in the year that will potentially lead to a cost reduction of up to 48%. The Group is now supplying parts of Asia from India which has a much lower cost of production and exploring the potential for India to supply other parts of the world. These changes will improve margins on both the sale of SlimBiome® and final products and should have a positive impact on the Group's overall margins in H2 2026.
Reducing costs. We are working to a plan that has led to a reduction in marketing and selling costs during January and February 2026 of 78% which, with planned reductions in R&D and IP costs, are anticipated to save £500k-600k per year. Research expenditure has been reduced with development focused on the scale-up of SweetBiotix®.
Under the leadership of our new CFO David Blain, who joined the Board in January 2025, the Group has developed separate profit and loss accounts for each part of its business (OptiBiotix Health USA, OptiBiotix Health India, Ecommerce and B2B) with each business unit tasked with covering its direct costs by the end of 2026. Future spending will be focused on those business units and products with the highest return or most growth potential. This may mean we reduce spending in some markets to focus spend on high growth markets and products.
Consumer Health and E-commerce
We have invested heavily in e-commerce over the last two years to build brand awareness, a large customer base, and monthly subscriptions leading to this part of the business now delivering approximately 30% of total revenue. E-commerce gives us immediate revenue, direct and unfiltered customer feedback on our products, and acts as a shop window for partners looking to launch similar products. In 2025 the majority of sales were organic (i.e. not linked to advertising) meaning we now have a stable and predictable income without the need for high advertising spend. This has allowed us to reduce our selling costs by 78% on Amazon with no impact on revenues creating an Amazon accounttrading surplus. Our own direct-to-consumer online sales (www.optibiotix.online) has always been profitable. The focus now is on growing our basket size by broadening the product range and targeted campaigns on specific high margin products.
OptiBiotix Health USA
OptiBiotix Health USA has continued to build its presence within the world's largest economy by solidifying its supply chain and strengthening client marketing support, and through consumer product launches.
We established a US-based warehouse and logistics provider to facilitate the import and distribution of OptiBiotix products, as the uncertainty caused by changing US tariffs and customs regulations made it difficult to meet the short lead times demanded by retailers and e-commerce platforms. As part of this initiative, we have also identified several potential US-based production partners and are assessing the economic and regulatory feasibility of establishing a local supply chain.
We were pleased to announce the launch of 'Hydroxycut Hunger Control' in August 2025. Hydroxycut is the leading US weight loss supplement brand and the Hunger Control product is available both through e-commerce platforms and in retail at Walmart and two new partners, Daily Nouri launching 'Feel Full' and Natural Health Trends Corporation (NHT) launching a slimming soup.
The weight management market is highly competitive with high customer churn in the USA and it is essential we build a broader customer base in this large market. We received a large number of new business enquiries following our participation in Supplyside Global, the pre-eminent gathering for sports nutrition and supplement brands in North America, and hope to announce further US partners as the year progresses.
OptiBiotix Health India and Asia
As the world's most populous nation, with 1.4bn consumers, a growing middle class and obesity prevalence of 40%, India presents a huge area of opportunity for weight management products. Our strategic investment in establishing OptiBiotix Health India in 2021 has given us a strong platform for growth through the local manufacture and sale of both ingredients and final products. The lower cost base of manufacturing in India also gives us the opportunity to improve margins by exporting SlimBiome to customers in Asia and Australasia, and potentially North America.
Our partnership with Morepen continues to develop although challenged by the patent expiry of Semaglutide in March 2026 which has reduced the cost of drug treatment with generics costing around $15 per week. We are working with partners to ensure positioning of SlimBiome® as a healthier alternative and as an aid to preventing weight gain when consumers stop taking these drugs.
During the year we continued to enjoy strong growth with new and existing partners across a wide range of Asian territories, with 74 customer projects at various stages of development and 17 new products launched across six different countries. Based on current orders we expect Asia to be the fastest growing part of the business in 2026 contributing an additional circa £600k more in revenue than 2025.
Results
Our order book and delivered sales both grew strongly throughout the year, with total revenues increasing by 34% to £1.17m (2024: £870k) and orders growing by 34% to £1.38m (2024: £1.0m), including £212k of orders carried forward for delivery in 2026.
Gross profit increased by 85% to £614k (2024: £331k), with the gross margin improving from 38% to 53%.
Operating costs (including selling, R&D and patent costs but excluding non-cash share-based payments) remained stable at just under £2.7m (2024: £2.6m).
The Company has holdings in ProBiotix Health Plc and SkinBioTherapeutics Plc with an aggregate market value of £6.45m as of 31 December 2025. Balance sheet shows gross assets of £6.9m (2024: £9.0m), no debt and net cash at the year-end of £1.04m (2024: £0.74m).
Post period, the Group reported a record start to 2026 with over £800k of orders received by 21 January 2026 for delivery during 2026, including carried forward orders outlined above. This excludes ecommerce and subsequent orders.
Outlook
Our strategic focus is now firmly on growing sales, improving margins and reducing costs to build a sustainable business, and launching our exciting second-generation products. Record orders in the opening months of 2026 underline the strength of our position with major partners in fast-growing markets for our first-generation weight reduction and gut health products. At the same time, we are building a commercial roadmap to exploit the potential of SweetBiotix® as a healthy, high-fibre sugar substitute across multiple territories, working with partners on the development of applications and exploring opportunities for licensing.
In a volatile global environment, with conflicts around the world potentially impacting on supply chains, increasing lead times and the cost of goods, and affecting investors' appetite for risk, we have the advantage of a broadly based product offering across multiple international markets. We also have valuable holdings in PBX and SBTX, reducing the need for OPTI to come to public markets to raise funds. We note the recent high level of M&A activity in the weight management supplement market with Huel acquired by Danone in March 2026 for £864m, Supreme acquiring Slimfast from Glanbia for £20m in October 2025, as recent examples. Acquirers are prioritizing brands with high-quality differentiated ingredients, strong intellectual property (IP), and scientific backing. This activity is a risk with a number of existing partners undergoing restructuring to optimise valuations, but an opportunity given SlimBiome® is supported by strong IP, clinical studies, and has proven sales in multiple international territories.
We recognise that the business remains dependent on a small number of key accounts in both India and the USA and are working to reduce our risks from partner churn or market disruption by developing relationships with new retail and e-commerce partners in these key territories.
We underlined our commitment to engagement with our stakeholders through the launch in January 2026 of a new investor website, which brings all the Group's corporate, commercial and scientific research announcements together on a single platform and importantly allows current and prospective shareholders to engage directly with management through an interactive portal. This new Investor Hub allows us to discuss commercial and development progress in more depth and with a fuller context than is possible through RNS announcements alone, while remaining fully compliant with our market disclosure obligations. Investors wishing to sign up for the portal can do so by visiting www.optibiotix.com and following the prompts on the top right-hand side of the website marked SIGN UP.
With a record sales order book, improving margins, significant cost reductions underway, and growing commercial promise in second generation products, the Board are confident that OptiBiotix has the potential to deliver substantial growth in shareholder value in the years ahead.
S O'Hara
Chief Executive
27 May 2026
Consolidated Statement of Comprehensive Income
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Notes |
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Year ended 31 December 2025 |
Year ended 31 December 2024 |
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£'000 |
£'000 |
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Revenue from contracts with customers |
3 |
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1,166 |
870 |
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Cost of sales |
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(552) |
(539) |
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─────── |
─────── |
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Gross profit |
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614 |
331 |
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Selling Costs |
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536 |
651 |
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R&D and patent costs |
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320 |
294 |
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Share based payments |
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1,061 |
47 |
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Other operating costs |
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1,829 |
1,605 |
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Total administrative expenses |
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(3,746) |
(2,597) |
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─────── |
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Operating loss |
6 |
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(3,132) |
(2,266) |
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Finance income |
5 |
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- |
1 |
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─────── |
─────── |
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- |
1 |
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Share of loss from associate |
11 |
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(417) |
(350) |
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Gain/(loss) on investments |
11 |
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(402) |
486 |
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Profit on disposal of investments |
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8 |
263 |
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─────── |
─────── |
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Profit/(Loss) before tax |
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(3,943) |
(1,866) |
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Taxation |
7 |
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53 |
61 |
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─────── |
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Total comprehensive income for the period |
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(3,890) |
(1,805) |
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Total comprehensive income attributable to: |
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Owners of the company |
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(3,890) |
(1,805) |
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─────── |
─────── |
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Earnings per share from continued operations |
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Basic loss per share |
8 |
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(3.84)p |
(1.84)p |
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═══════ |
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Consolidated Statement of Financial Position
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Notes |
As at 31 December 2025 Group |
As at 31 December 2024 Group |
As at 31 December 2025 Company |
As at 31 December 2024 Company |
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ASSETS |
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£'000 |
£'000 |
£'000 |
£'000 |
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Non-current assets |
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|||
|
Intangibles |
9 |
912 |
1,117 |
- |
- |
|||
|
Investments |
11 |
2,300 |
4,049 |
4,271 |
6,020 |
|||
|
Investment in associate |
11 |
2,039 |
2,456 |
3,212 |
3,212 |
|||
|
|
|
─────── |
─────── |
─────── |
─────── |
|||
|
|
|
5,251 |
7,622 |
7,483 |
9,232 |
|||
|
|
|
─────── |
─────── |
─────── |
─────── |
|||
|
CURRENT ASSETS |
|
|
|
|
|
|||
|
Inventories |
12 |
299 |
230 |
- |
- |
|||
|
Trade and other receivables |
13 |
284 |
433 |
17 |
17 |
|||
|
Current tax asset |
7 |
21 |
21 |
- |
- |
|||
|
Cash and cash equivalents |
14 |
1,037 |
739 |
590 |
577 |
|||
|
|
|
─────── |
─────── |
─────── |
─────── |
|||
|
|
|
1,641 |
1,423 |
607 |
594 |
|||
|
|
|
─────── |
─────── |
─────── |
─────── |
|||
|
TOTAL ASSETS |
|
6,892 |
9,045 |
8,090 |
9,826 |
|||
|
|
|
═══════ |
═══════ |
═══════ |
═══════ |
|||
|
EQUITY |
|
|
|
|
|
|||
|
Shareholders' Equity |
|
|
|
|
|
|||
|
Called up share capital |
15 |
2,066 |
1,959 |
2,066 |
1,959 |
|||
|
Share premium |
15 |
4,713 |
4,107 |
4,713 |
4,107 |
|||
|
Share based payment reserve |
21 |
745 |
247 |
745 |
247 |
|||
|
Warrant reserve |
21 |
563 |
- |
563 |
- |
|||
|
Merger relief reserve |
16 |
1,500 |
1,500 |
1,500 |
1,500 |
|||
|
Retained Earnings |
16 |
(3,305) |
585 |
(1,618) |
1,933 |
|||
|
|
|
─────── |
─────── |
─────── |
─────── |
|||
|
Total Equity |
|
6,282 |
8,398 |
7,969 |
9,746 |
|||
|
|
|
─────── |
─────── |
─────── |
─────── |
|||
|
LIABILITIES |
|
|
|
|
|
|||
|
Current liabilities |
|
|
|
|
|
|||
|
Trade and other payables |
17 |
384 |
368 |
121 |
80 |
|||
|
|
|
─────── |
─────── |
─────── |
─────── |
|||
|
|
|
384
|
368
|
121
|
80
|
|||
|
|
|
─────── |
─────── |
─────── |
─────── |
|||
|
Non - current liabilities |
|
|
|
|
|
|||
|
Deferred tax liability |
18 |
226 |
279 |
- |
- |
|||
|
|
|
─────── |
─────── |
─────── |
─────── |
|||
|
|
|
226 |
279 |
- |
- |
|||
|
|
|
─────── |
─────── |
─────── |
─────── |
|||
|
TOTAL LIABILITIES |
|
610 |
647 |
121 |
80 |
|||
|
|
|
─────── |
─────── |
─────── |
─────── |
|||
|
TOTAL EQUITY AND LIABILITIES |
|
6,892 |
9,045 |
8,090 |
9,826 |
|||
|
|
|
═══════ |
═══════ |
═══════ |
═══════ |
|||
Consolidated Statement of Changes in Equity
|
|
Called up Share capital |
Retained Earnings |
Share Premium |
Share-based Payment reserve |
Warrant Reserve |
Merger Relief Reserve |
Total equity |
|||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||
|
|
|
|
|
|
|
|
|
|||
|
Balance at 31 December 2023 |
1,824 |
1,818 |
2,958 |
772 |
- |
1,500 |
8,872 |
|||
|
|
|
|
|
|
|
|
|
|||
|
Loss for the year
|
- |
(1,805) |
- |
- |
- |
- |
(1,805) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Movement on reserves |
- |
572 |
- |
(572) |
- |
- |
- |
|||
|
|
|
|
|
|
|
|
|
|||
|
Share Options and warrants |
- |
- |
- |
47 |
- |
- |
47 |
|||
|
|
|
|
|
|
|
|
|
|||
|
Issue of shares during the year |
135 |
- |
1,215 |
- |
- |
- |
1,350 |
|||
|
|
|
|
|
|
|
|
|
|||
|
Fundraising commission |
- |
- |
(66) |
- |
- |
- |
(66) |
|||
|
|
|
|
|
|
|
|
|
|||
|
|
───── |
────── |
───── |
───── |
───── |
───── |
────── |
|||
|
Balance at 31 December 2024 |
1,959 |
585 |
4,107 |
247 |
- |
1,500 |
8,398 |
|||
|
|
|
|
|
|
|
|
|
|||
|
Loss for the year
|
- |
(3,890) |
- |
- |
- |
- |
(3,890) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Movement on reserves |
- |
- |
- |
- |
- |
- |
- |
|||
|
|
|
|
|
|
|
|
|
|||
|
Share Options and warrants |
- |
- |
- |
498 |
563 |
- |
1,061 |
|||
|
|
|
|
|
|
|
|
|
|||
|
Issue of shares during the year |
107 |
- |
643 |
- |
- |
- |
750 |
|||
|
|
|
|
|
|
|
|
|
|||
|
Fundraising commission |
- |
- |
(37) |
- |
- |
- |
(37) |
|||
|
|
|
|
|
|
|
|
|
|||
|
|
───── |
────── |
───── |
───── |
───── |
───── |
────── |
|||
|
Balance at 31 December 2025 |
2,066 |
(3,305) |
4,713 |
745 |
563 |
1,500 |
6,282 |
|||
|
|
═════ |
══════ |
═════ |
═════ |
═════ |
═════ |
══════ |
|||
|
|
|
|
|
|
|
|
|
|||
Consolidated Statement of Cashflows
|
|
|
Year ended 31 December 2025 Group |
|
Year ended 31 December 2025 Company |
Year ended 31 December 2024 Company |
|
|
Notes |
Year ended 31 December 2024 Group |
|||
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Operating activities |
|
|
|
|
|
|
|||
|
Operating loss |
|
(3,132) |
(2,266) |
(3,157) |
(862) |
|
|||
|
Amortisation |
|
205 |
209 |
- |
- |
|
|||
|
Impairment of patents |
|
- |
4 |
- |
- |
|
|||
|
Share based payments |
|
1,061 |
47 |
1,061 |
47 |
|
|||
|
Movement on inventory |
|
(69) |
(41) |
- |
- |
|
|||
|
(Increase)/decrease in receivables |
|
149 |
31 |
- |
(136) |
|
|||
|
Increase/(decrease) in payables |
|
16 |
184 |
41 |
(2) |
|
|||
|
Tax received |
|
- |
64 |
- |
- |
|
|||
|
Release of loan to subsidiary |
|
- |
- |
1,157 |
777 |
|
|||
|
|
|
|
|
|
|
|
|||
|
|
|
────── |
────── |
────── |
────── |
|
|||
|
Net cashflow from operating activities |
|
(1,770) |
(1,768) |
(898) |
(176) |
|
|||
|
|
|
────── |
────── |
────── |
────── |
|
|||
|
|
|
|
|
|
|
|
|||
|
Investing activities |
|
|
|
|
|
|
|||
|
Net cash advances to subsidiary |
|
- |
- |
(1,157) |
(1,554) |
|
|||
|
Proceeds on disposal of investments |
|
1,355 |
587 |
1,355 |
587 |
|
|||
|
|
|
────── |
────── |
────── |
────── |
|
|||
|
Net cash flow from investing activities |
|
1,355 |
587 |
198 |
(967) |
|
|||
|
|
|
────── |
────── |
────── |
────── |
|
|||
|
Financing activities |
|
|
|
|
|
|
|||
|
Net proceeds of Share issues |
|
750 |
1,285 |
750 |
1,285 |
|
|||
|
Cost of fundraise |
|
(37) |
- |
(37) |
- |
|
|||
|
Interest income |
|
- |
- |
- |
1 |
|
|||
|
|
|
|
|
|
|
|
|||
|
|
|
────── |
────── |
────── |
────── |
|
|||
|
Net cash inflow from financing activities |
|
713 |
1,285 |
713 |
1,286 |
|
|||
|
|
|
────── |
────── |
────── |
────── |
|
|||
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
|
Total movement |
|
298 |
104 |
13 |
143 |
|
|||
|
|
|
|
|
|
|
|
|||
|
Cash and cash equivalents at start of period |
|
739 |
635 |
577 |
434 |
|
|||
|
|
|
────── |
────── |
────── |
────── |
|
|||
|
Cash and cash equivalents at end of period |
1 |
1,037 |
739 |
590 |
577 |
|
|||
|
|
|
══════ |
══════ |
══════ |
══════ |
|
|||
|
|
|
|
|
|
|
||||
1. Cash and Cash Equivalents
|
|
As at 31 December 2025 Group |
As at 31 December 2024 Group |
As at 31 December 2025 Company |
As at 31 December 2024 Company |
|
|
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
1,037 |
739 |
590 |
577 |
|
|
══════ |
═══════ |
══════ |
═══════ |
1. General Information
OptiBiotix Health plc is a Public Limited Company limited by shares, incorporated and domiciled in England and Wales. Details of the registered office, the officers and advisers to the Company are presented on the company information page at the start of this report. The Company's offices are at Innovation Centre, Innovation Way, Heslington, York, YO10 5DG. The Company is listed on the AIM market of the London Stock Exchange (ticker: OPTI) and its shares are cross-traded on the OTC market in USA (ticker: OPBF).
The principal activity is that of identifying and developing microbial strains, compounds, and formulations for use in food ingredients, supplements and active compounds that can impact on human physiology, deriving potential health benefits.
The figures for the years ended 31 December 2025 and 2024 do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The figures for the year ended 31 December 2025 have been extracted from the statutory accounts for that year, on which the auditor has issued an unqualified audit report which have yet to be delivered to the Registrar of Companies. The figures for the year ended 31 December 2024 have been extracted from the statutory accounts for that year which have been delivered to the Registrar of Companies and on which the auditor has issued an unqualified audit report. No statement has been made by the auditor under Section 498(2) or (3) of the Companies Act 2006 in respect of either of these sets of accounts.
This announcement was approved by the board of directors on 27 May 2026 and authorised for issue on 28 May 2026.
The consolidated financial statements have been prepared in accordance with UK adopted international accounting standards and the Companies Act 2006 applicable to companies reporting under UK adopted international accounting standards. The information in this preliminary statement has been extracted from the audited financial statements for the year ended 31 December 2025 and as such, does not contain all the information required to be disclosed in the financial statements prepared in accordance with UK adopted international accounting standards and the Companies Act 2006 applicable to companies reporting under UK adopted international accounting standards.
2. Accounting Policies
Statement of compliance
The consolidated and parent company financial statements of Optibiotix Health Plc have been prepared in accordance with UK adopted international accounting standards and the Companies Act 2006 applicable to companies reporting under UK adopted international accounting standards.
Basis of preparation
The financial statements have been prepared under the historical cost convention. The functional currency is GBP.
The principal accounting policies are summarised below. They have all been applied consistently throughout the period under review. The results are rounded to the nearest thousand.
Going concern
The financial statements have been prepared on the assumption that the Group is a going concern. When assessing the foreseeable future, the Directors have reviewed the cash at bank available at the date of this report and the cashflow forecast for the next 12 months from the date of this report and are satisfied that the Group should be able meet its liabilities as they fall due. Results to date in 2026 indicate that revenue is likely to come through as anticipated for the year. On 27 April 2026 the Company sold 7.5m shares generating net proceeds of £673,000. In the unlikely event that there is a decline in revenue during the remainder of the year there are a number of mitigating actions that could be taken by the Board to ensure that the Group and Company continue as a going concern. To clarify, these mitigation actions, which include effective cost management and disposal of listed investments, are considered as part of worst-case downside scenario assessments by the Board noting no issues with regards to the going concern assessment hence the Directors believe that the Group and the Company are a going concern.
After assessing the possible downside scenarios, the Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt a going concern basis in preparing the annual report and financial statements.
Standards, amendments and interpretations effective and adopted in 2025
The accounting policies adopted are consistent with those of the previous financial year.
The Group has not early adopted any standards, amendments, or interpretations that were issued but not yet effective as of 31 December 2025. These include the amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates, regarding lack of exchangeability, effective from 1 January 2025. Also issued but not yet effective as at that date are IFRS 18 Presentation and Disclosure in Financial Statements, IFRS 19 Subsidiaries without Public Accountability: Disclosures, and various amendments to IFRS 9 and IFRS 7.
New standards and interpretations not yet adopted
The International Accounting Standards Board (IASB) has issued the following standards, amendments and interpretations with an effective date after the date of these consolidated financial statements. These are effective for annual reporting periods beginning on or after the date indicated:
|
Standard/ amendment |
When issued |
Effective date (early application is possible unless otherwise noted) |
Standards/ Interpretations amended |
Standard withdrawn |
|
IFRS 18 |
April 2024 |
01 January 2027 |
IFRS 1, IFRS 3, IFRS 5, IFRS 6, IFRS 7, IFRS 8, IFRS 9, IFRS 12, IFRS 13, IFRS 14, IFRS 15, IFRS 16, IFRS 17, IAS 2, IAS 7, IAS 8, IAS 10, IAS 12, IAS 16, IAS 19, IAS 20, IAS 21, IAS 24, IAS 28, IAS 29, IAS 32, IAS 33, IAS 34, IAS 38, IAS 40, IAS 41, IFRIC 1, IFRIC 14, IFRIC 17, IFRIC 19, IFRIC 23, SIC-32 |
IAS 1 |
|
IFRS 19 Subsidiaries without Public Accountability: Disclosures |
May 2024 |
01 January 2027 |
IFRS 1, IFRS 5, IFRS 13, IFRS 17, IFRS 18, IAS 32, IAS 34, IFRIC 14 |
|
|
Amendments to the Classification and Measurement of Financial Instruments Amendments to IFRS 9 and IFRS 7 |
May 2024 |
01 January 2026 |
IFRS 7, IFRS 9, IFRS 19 |
|
|
Annual Improvements |
July 2024 |
01 January 2026 |
IFRS 1, IFRS 7, |
|
|
Contracts referencing Nature-dependent Electricity Amendments to IFRS 9 and IFRS 7 |
December 2024 |
01 January 2026 |
IFRS 7, IFRS 9 |
|
The Group is assessing the impact of these new standards and the Group's financial reporting will be presented in accordance with these standards from the effective date.
There are no other standard interpretations that are not yet effective that would be expected to have a material impact on the Group.
The Directors anticipate that the adoption of these standards and the interpretations in future period will have no material impact on the financial statements of the company.
2.1 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. The Group controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Where certain assets of the subsidiary are measured at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Company had directly disposed of the related assets (i.e. reclassified to profit or loss or transferred directly to retained earnings).
The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 "Financial Instruments: Recognition and Measurement" or, when applicable, the cost on initial recognition of an investment in an associate or a jointly controlled entity.
2.1 Revenue recognition
Revenue is measured at the fair value of sales of goods and services less returns and sales taxes. The Group has analysed its business activities and applied the five-step model prescribed by IFRS 15 to each material line of business, as outlined below:
2.1.1 Sale of products
The contract to provide a product is established when the customer places a purchase order. The performance obligation is to provide the product requested by an agreed date, and the transaction price is the value of the product as stated in our order acknowledgement. The performance obligation is typically met when the product is dispatched and so revenue is primarily recognised for each product when dispatching takes place.
2.1.2 License arrangements
Revenue is recognised when the customer obtains control of the rights to use the IP. The performance obligations are considered to be distinct from any ongoing distribution arrangements which are treated in line with sales of products.
2.1.3 Milestone payments
Where the transaction price includes consideration that is contingent upon a future event or circumstance, the contingent amount is allocated entirely to that performance obligation if certain criteria are met. Revenue is recognised at the point of time of the performance obligation being satisfied.
2.2 Investments in associates
Associates are those entities in which the Group has significant influence, but not control or joint control over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity. Investments in associates are accounted for under the equity method and are recognised initially at cost. The cost of the investment includes transaction costs.
The consolidated financial statements include the Group's share of profit or loss and other comprehensive income of equity-accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.
When the Group's share of losses exceeds its interest in an equity-accounted investee, the carrying amount of the investment, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.
2.3 Investments at fair value
Equity investments are held at fair value at the balance sheet date with any profit or loss for the year being taken to the Income statement. The value of listed investments being calculated at the closing price on the balance sheet date.
2.4 Employee Benefits
The Group operates a defined contribution pension scheme. Contributions payable by the Group's pension scheme are charged to the income statement in the period in which they relate.
2.5 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
(i) Current tax
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules using tax rates enacted or substantially enacted by the statement of financial position date.
Income tax is recognised in the income statement or in equity if it relates to items that are recognised in the same or a different period, directly in equity.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities.
(ii) Deferred tax
Deferred tax is provided, using the liability method, on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differenced and the carrying forward or unused tax assets and unused tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised. Conversely, previously unrecognised deferred tax assets are recognised to the extent that it is probable that sufficient taxable profit that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.
2.6 Financial instruments
Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument.
2.7 Loans and receivables are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method.
2.8 Equity investments comprise investments which do have a fixed maturity and are classified as non current assets if they are intended to be held for the medium to long term. They are measured at fair value through profit or loss.
2.9 Trade receivables are initially measured at fair value and are subsequently measured at amortised cost less appropriate provisions for credit losses. Such provisions are recognised in the income statement.
2.10 Cash and cash equivalents comprise cash in hand and demand deposits and other short-term highly liquid investments with maturities of three months or less at inception that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
2.11 Trade payables are not interest-bearing and are initially valued at their fair value and are subsequently measured at amortised cost.
2.12 Equity instruments are recorded at fair value, being the proceeds received, net of direct issue costs.
2.13 Share Capital - Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of taxation, from the proceeds.
2.14 Financial instruments require classification of fair value as determined by reference to the source of inputs used to derive the fair value. This classification uses the following three-level hierarchy:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices);
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
2.15 Inventory
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
2.16 Impairment of non-financial assets
At each statement of financial position date, the Group reviews the carrying amounts of its investments to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a re-valued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
2.17 Capital management
Capital is made up of stated capital, premium, other reserves and retained earnings. The objective of the Group's capital management is to ensure that it maintains strong credit ratings and capital ratios. This will ensure that the business is correctly supported and shareholder value is maximised.
The Group manages its capital structure through adjustments that are dependent on economic conditions. In order to maintain or adjust the capital structure, the Company may choose to change or amend dividend payments to shareholders or issue new share capital to shareholders. There were no changes to the objectives, policies or processes during the period ended 31 December 2025.
2.18 Share-based compensation
The fair value of the employee and suppliers' services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting year is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
The fair value of share-based payments recognised in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarked against peer companies in the industry.
2.19 Property, plant and equipment
Property, plant and equipment are stated at historical cost less subsequent accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
Depreciation on property, plant and equipment is calculated using the straight-line method to write off their cost over their estimated useful lives at the following annual rates:
Computer equipment 30%
Useful lives and depreciation method are reviewed and adjusted if appropriate, at the end of each reporting period.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the relevant asset and is recognised in profit or loss in the year in which the asset is derecognised.
2.20 Intangibles - Patents and trademarks
Patents acquired by way of the fair value uplift by way of the reverse merger in 2014 have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the cost of the these acquired patents over their estimated useful life of twenty years once the patents have been granted.
Development costs for new patents and trademarks since 2014 that have been capitalized in line with the recognition criteria of IAS38 have been estimated to have a useful economic life of 10 years
2.21 Research and Development
Research expenditure is written off to the statement of comprehensive income in the year in which it is incurred. Development expenditure is written off in the same way unless the Directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the 10 years during which the Group is expected to benefit.
2.22 Merger relief reserve
The merger relief reserve arises from the 100% acquisition of OptiBiotix Limited whereby the excess of the fair value of the issued ordinary share capital issued over the nominal value of these shares is transferred to this reserve in accordance with section 612 of the Companies Act 2006.
2.23 Critical accounting judgments and key sources of estimation uncertainty
The preparation of the financial statements requires management to make estimates and assumptions concerning the future that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
The resulting accounting estimates will, by definition, differ from the related actual results.
· Share based payments
The fair value of share based payments recognised in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarked against peer companies in the industry.
· Useful life of intangible assets
Management have estimated that the useful life of the fair value uplift of the patents acquired by way of the reverse merger in 2014 to be 20 years. Development costs of patents and trademarks since 2014 that have been capitalized in line with the recognition criteria of IAS38 have been estimated to have a useful economic life of 10 years. These estimates will be reviewed annually and revised if the useful life is deemed to be lower based on the trading business or any changes to patent law. The net book value of intangible assets at the year-end was £0.91m, (2024: £1.12m)
· Impairment reviews
IFRS requires management to undertake an annual test for impairment of indefinite lived assets and, for finite lived assets to test for impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters. Assets under consideration are intangible assets on a Group level and investments on a Company level.
3. Revenue - Segmental Reporting
In the opinion of the Directors, the Group has one class of business, in five geographical areas being that of identifying and developing microbial strains, compounds and formulations for use in the nutraceutical industry. The Group sells into four highly interconnected markets, all costs, assets and liabilities are derived from the UK location.
Revenue analysed by geographical market
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
|
UK |
315 |
330 |
|
US |
354 |
141 |
|
India |
160 |
171 |
|
China |
68 |
133 |
|
Rest of world |
268 |
95 |
|
|
────── |
────── |
|
|
1,166 |
870 |
|
|
══════ |
══════ |
During the reporting period one customer represented £200k (17%) of Group revenues. (2024: one customer generated £121k representing 13.9% of Group revenues).
4. Employees and Directors
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
|
Wages and salaries |
281 |
274 |
|
Directors' remuneration |
522 |
414 |
|
Benefits in kind |
7 |
5 |
|
Bonus |
- |
25 |
|
Social security costs |
88 |
80 |
|
Pension costs |
34 |
30 |
|
|
────── |
────── |
|
|
934 |
829 |
|
|
══════ |
══════ |
4. Employees and Directors (Continued)
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
|
No. |
No. |
|
The average monthly number of employees during the period was as follows: |
|
|
|
Group |
|
|
|
Directors |
5 |
5 |
|
Selling, General and Administration |
4 |
5 |
|
|
────── |
────── |
|
|
9 |
10 |
|
|
══════ |
══════ |
|
Company |
|
|
|
Directors |
5 |
5 |
|
|
───── |
────── |
|
|
5 |
5 |
|
|
══════ |
══════ |
|
Directors' remuneration was as follows: |
|
|
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Directors' remuneration |
522 |
414 |
|
Benefits in kind |
7 |
5 |
|
Bonus |
- |
25 |
|
Pension |
27 |
11
|
|
|
────── |
────── |
|
Total emoluments |
556 |
455 |
|
|
══════ |
══════ |
|
|
|
|
|
Emoluments paid to the highest paid director: |
|
|
|
|
|
|
|
Remuneration for qualifying services |
240 |
235 |
|
|
|
|
|
Company pension contributions to defined pension scheme |
15 |
8 |
|
|
|
|
|
|
────── |
────── |
|
|
255 |
243 |
|
|
══════ |
══════ |
Directors' remuneration
Details of emoluments received by Directors and key management of the Company for the year ended 31 December 2025 are as follows:
Directors
|
|
Remuneration |
Share based |
Pension Costs |
Benefits in Kind |
Total |
Total |
|
|
and fees |
payments |
|
|
|
2024 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
S P O'Hara |
240 |
519 |
15 |
6 |
780 |
286 |
|
M S Christie |
30 |
- |
- |
- |
30 |
29 |
|
RN Davidson |
70 |
- |
- |
- |
70 |
66 |
|
S Kolyda |
113 |
25 |
12 |
1 |
151 |
75 |
|
G Myers |
- |
- |
- |
- |
- |
44 |
|
D Blain |
69 |
- |
- |
- |
69 |
- |
|
Total |
522 |
544 |
27 |
7 |
1,100 |
500 |
Share based payments is an accounting charge and not remuneration paid to directors.
Benefits in kind relate to medical insurance. The number of directors to whom retirement benefits were accruing was 2 (2024: 2).
The Group recharged £21,000 and £723 to Probiotix Health PLC for services provided by S O'Hara and S Kolyda respectively.
Fees for D Blain are paid to Blain Associates Limited.
5. Net Finance Income
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
|
Finance Income: |
|
|
|
Bank Interest |
- |
1 |
|
|
────── |
────── |
|
Net Finance Income |
- |
1 |
|
|
══════ |
══════ |
6. Operating loss
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Operating loss is stated after charging/(crediting): |
|
|
|
|
|
|
|
Auditor remuneration - audit fees (Group and Company accounts) |
59 |
55 |
|
(Loss)/gain on fixed asset investments |
(394) |
749 |
|
Amortisation of intangible assets (see note 9) |
205 |
209 |
|
Staff costs (see note 4) |
934 |
829 |
|
Foreign exchange losses/(gains) |
7 |
(8) |
|
Research and development expense |
320 |
108 |
|
Share-based payments |
1,061 |
47 |
7. Corporation Tax
Corporation Tax
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Corporation tax credit |
- |
(11) |
|
Deferred tax movement |
53 |
72 |
|
|
────── |
────── |
|
Total taxation |
53 |
61 |
|
|
══════ |
══════ |
Analysis of tax expense
No liability to UK corporation tax arose on ordinary activities for the year ended 31 December 2025 nor for the year ended 31 December 2024.
7. Corporation Tax (continued)
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
||
|
|
£'000 |
£'000 |
||
|
|
|
|
||
|
Loss on ordinary activities before income tax |
(3,943) |
(1,866) |
||
|
|
═══════ |
═══════ |
||
|
|
|
|
|
|
|
Loss on ordinary activities multiplied by the standard rate of corporation tax in UK of 25% (2024 - 25%) |
(873) |
(467) |
|
|
|
Effects of: |
|
|
|
|
|
Disallowables |
767 |
273 |
|
|
|
Income not taxable |
(403) |
(380) |
|
|
|
Amortisation |
36 |
35 |
|
|
|
Unused tax losses carried forward |
473 |
528 |
|
|
|
|
────── |
────── |
|
|
|
Tax (charge)/credit |
- |
(11) |
|
|
|
|
══════ |
══════ |
|
|
The Group has estimated losses of £14.8m (2024: £9.1m) in respect of which a deferred tax asset of £3.7m (2024: £2.2m) has not been recognised due to the uncertainty of future taxable profits. The unrecognised deferred tax asset has been assessed by reference to a rate of 25% which is the UK headline corporation tax rate from 1 April 2023.
The Group submits claims for R&D tax credits in respect of its research and development activities in respect of microbiome modulators and similar products relating to the exploitation of its patent portfolio and potential new patents arising from scientific research performed by Group employees and its partners. Whilst the Board is confident of recovery of the estimated R&D tax credit, there is no certainty that the receivable will be recoverable until HMRC have approved the claim and the enquiry window is closed. However, based on the Group's history of successful claims over a number of years, the Board are satisfied that the tax receivable is recoverable and appropriately recorded.
8. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable shareholders by the weighted average number of ordinary shares outstanding during the period. Reconciliations are set out below:
|
Basic and diluted EPS |
Earnings |
2025 Weighted average Number of shares |
Profit per-share |
|
|
£'000 |
No. |
Pence |
|
|
|
|
|
|
Basic EPS |
(3,890) |
101,201,478 |
(3.84)p |
|
|
══════ |
════════ |
══════ |
|
|
Earnings |
2024 Weighted average Number of shares |
Profit per-share |
|
|
£'000 |
£ |
Pence |
|
Basic EPS |
(1,805) |
97,902,046 |
(1.84)p |
|
|
══════ |
════════ |
══════ |
|
|
|
|
|
Diluted earnings per share is the basic earnings per share adjusted for the effect of the conversion into fully paid shares of the weighted average number of share options outstanding during the year. The Group was loss making for the years ended 31 December 2024 and 31 December 2025; therefore, the dilutive effect of share options has not been disclosed since this would decrease the loss per share for each of the years reported. As at 31 December 2025 there were 7,207,907 (2024: 7,207,907) outstanding share options.
9. Intangible assets
|
Group |
Development Costs and Patents |
|
|
£'000 |
|
Cost |
|
|
At 31 December 2023 |
2,537 |
|
Impairment |
(5) |
|
|
─────── |
|
At 31 December 2024 |
2,532 |
|
Impairment |
- |
|
|
─────── |
|
At 31 December 2025 |
2,532 |
|
|
═══════ |
|
Amortisation |
|
|
At 31 December 2023 |
1,206 |
|
Amortisation charge for the year |
209 |
|
|
─────── |
|
At 31 December 2024 |
1,415 |
|
Amortisation charge for the year |
205 |
|
|
─────── |
|
At 31 December 2025 |
1,620 |
|
|
═══════ |
|
Carrying amount |
|
|
At 31 December 2025 |
912 |
|
At 31 December 2024 |
1,117 |
|
|
═══════ |
|
|
|
The Company had no intangible assets during the reporting period.
Development costs and patents represent cost capitalised in respect of the Group's intellectual property portfolio and includes the costs of registering and maintaining patents as well as capitalised development costs. All intangible assets relate to the Group's principal activities.
10. Property, plant and equipment
|
Group |
|
|
|
£'000 |
|
Cost |
|
|
At 31 December 2023 |
8 |
|
Additions |
- |
|
Disposals |
- |
|
|
─────── |
|
At 31 December 2024 |
8 |
|
Additions |
- |
|
Disposals |
- |
|
|
─────── |
|
At 31 December 2025 |
8 |
|
|
═══════ |
|
Depreciation |
|
|
At 31 December 2023 |
8 |
|
Charge for the year |
- |
|
|
─────── |
|
At 31 December 2024 |
8 |
|
Charge for the year |
- |
|
|
─────── |
|
At 31 December 2025 |
8 |
|
|
═══════ |
|
Carrying amount |
|
|
At 31 December 2025 |
- |
|
At 31 December 2024 |
- |
|
|
═══════ |
The Company had no fixed assets during the reporting period.
11. Investments
Group
Set out below is the investment in Skinbiotherapeutics PLC. The investment was treated as an associate of the Group until 2 November 2020, after which time the shareholding dropped to 24.65% and recalculated as an equity investment. The Group records its investment in Skinbiotherapeutics plc at fair value and is remeasured by reference to its closing price on AIM at each reporting date. The share price at 31 December 2025 was 15.75p.
During the year, 7,284,389 were disposed to generate proceeds of £1,355k with the valuation at 31 December 2024 of £1,347k. At 31 December 2025 the holding stood at 5.64%. SBTX's shares were suspended from trading on AIM on 31 March 2026. On 27 April 2026 7.5m shares were sold generating net proceeds of £673,000.
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Investments |
|
|
|
At the beginning of the period |
4,049 |
3,887 |
|
Revaluations |
(402) |
486 |
|
(Loss)/Gain on investments |
- |
- |
|
Disposal of shares during year |
(1,347) |
(324) |
|
|
|
|
|
|
|
|
|
At 31 December |
2,300 |
4,049 |
Investment in Associate
On 31 March 2022, ProBiotix Health Plc ("PBX") the parent company of ProBiotix Limited listed on the AQSE Growth Market. The listing of PBX on AQSE, together with the issue of a dividend in specie and issue of new shares, means that PBX is now considered an associate for accounting purposes with its revenues and costs removed post listing and only OptiBiotix's (44%) proportion of its profit and loss included in the Group's accounts under the equity method of accounting. The step-down from being a subsidiary to an associate resulted in the revaluation of the remaining interest held in PBX at the listing price and a gain on disposal of a subsidiary recognised in the income statement. A gain of £21.647m was recorded in the income statement.
An assessment was undertaken to assess whether the Company had defacto control over PBX during the period considering Board representation, financing arrangements, the Relationship agreement and the other shareholdings in PBX. Based on the assessment it was concluded that the Company only had significant influence and that PBX was an associate in the period. The Relationship agreement sets out costs that are being incurred by the Group that are being recharged to PBX.
At 31 March 2022 the Group held 53,533,333 shares in Probiotix Health plc, valued at the IPO price of 21p resulting in a deemed cost of investment in associate of £11.24m.
Following the issue of shares in September 2024 the Group's holding in associate decreased from 44% to 33.85%. As an associate, the Group's investment is equity accounted and the Group's 33.85% share of loss was deducted from this carrying value.
11. Investments (continued)
Investment in Associate
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Investments |
|
|
|
At the beginning of the period |
2,456 |
2,806 |
|
Share of result for the period (see below) |
(417) |
(350) |
|
|
|
|
|
At 31 December |
2,039 |
2,456 |
PBX is registered in United Kingdom and is in the Health food sector.
Set out below is financial information on PBX set out in its IFRS financial statements for the year to 31 December 2025.
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Revenue |
2,732 |
1,883 |
|
Loss from continuing operations |
(1,235) |
(852) |
|
Total comprehensive loss |
(1,233) |
(847) |
|
Current assets |
1,617 |
1,934 |
|
Current Liabilities |
(318) |
(194) |
|
Non-current liabilities |
(47) |
(60) |
|
Share of total comprehensive loss |
(417) |
(350) |
|
|
|
|
11. Investments (continued)
Company Investments
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Listed Investments |
|
|
|
At the beginning of the period |
4,049 |
3,887 |
|
|
|
|
|
Revaluations |
(402) |
486 |
|
Disposal of shares during year |
(1,347) |
(324) |
|
|
───── |
───── |
|
|
2,300 |
4,049 |
|
|
───── |
───── |
|
|
|
|
|
Investment in subsidiaries |
|
|
|
At the beginning of the period |
1,971 |
1,971 |
|
Impairment |
- |
- |
|
|
───── |
───── |
|
|
1,971 |
1,971 |
|
|
───── |
───── |
|
|
|
|
|
At 31 December |
4,271 |
6,020 |
Company Investment in Associate
|
|
|
2025 |
2024 |
|||
|
|
|
£'000 |
£'000 |
|||
|
|
|
|
|
|||
|
|
At the beginning of the period |
3,212 |
3,212 |
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
At 31 December |
3,212 |
3,212 |
|||
|
|
|
|
|
|||
The Company holds listed investments at fair value, and investments in subsidiaries and associates at cost less impairment. The fair value of the Company's investment in Probiotix Health plc upon losing control was set as deemed cost.
11. Investments (continued)
The Directors have had regard to potential impairment of the Group's investment in Probiotix. The Directors believe there are no indicators which point to a potential adverse impact on the asset.
The entities listed below have share capital consisting solely of ordinary shares, which are held by the Group. The country of incorporation is also the principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held.
As at 31 December 2025 the Company directly held the following subsidiaries:
|
Name and Registered office address of company |
Nature of Business |
Active / Dormant |
Country of incorporation and place of business |
Proportion of equity interest
|
|
|
|
|
|
|
|
OptiBiotix Limited Innovation Centre Innovation Way, Heslington, York, YO10 5DG |
Research & Development |
Active |
United Kingdom |
100% of ordinary shares |
|
|
|
|
|
|
|
Optibiotix Health India Private Limited House NO.243, Mcd Colony, Vivekanand Puri Sarai Rohilla City, Delhi CITY, DELHI, North Delhi, Delhi, India, 110007 |
Health foods |
Active |
India |
100% of ordinary shares |
|
Optibiotix Health USA Inc Corporation Trust Center 1209 Orange Street City of Wilmington County of New Castle State of Delaware 19801 |
|
Dormant |
USA |
100% of ordinary shares |
12. Inventories
|
|
Group |
Company |
||
|
|
2025 |
2024 |
2025 |
2024 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Finished goods |
270 |
189 |
- |
- |
|
Raw Materials |
29 |
41 |
- |
- |
|
|
───── |
───── |
───── |
───── |
|
|
299 |
230 |
- |
- |
|
|
══════ |
══════ |
══════ |
══════ |
During the period £552k (2024: £358k) has been expensed to the income statement.
13. Trade and other Receivables
|
|
Group |
Company |
||
|
|
2025 |
2024 |
2025 |
2024 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Current |
|
|
|
|
|
Accounts receivable |
107 |
314 |
- |
9 |
|
Other receivables |
113 |
110 |
6 |
8 |
|
Prepayments and accrued income |
64 |
9 |
11 |
- |
|
|
───── |
───── |
───── |
───── |
|
|
284 |
433 |
17 |
17 |
|
|
══════ |
══════ |
══════ |
══════ |
During the year Optibiotix Health PLC recharged Probiotix Health PLC £21,000, (2024 £30,000) for Directors' fees the balance owing at the year end was £nil (2024: £7,500).
During the year Optibiotix Health PLC loaned Optibiotix Limited £1,825,000, (2024 £1,400,000) to finance working capital costs. Optibiotix Limited recharged Optibiotix Health PLC £667,000 (2024: £623,000) for salary and other costs. The balance at the year end of £1,158,000 (2024: £777,000) was cancelled. There was no interest charged during the year. This does not impact on the consolidated Group accounts.
During the year Optibiotix Health PLC loaned OptiBiotix India £43,000 for marketing expenses. The balance at the year end was cancelled.
During the year Optibiotix Limited transactions with Probiotix Limited were as follows: -
• £Nil (2024: £171,733) for salaries and administration costs;
• £70,000 (2024: NIL) charges for product; and
There was no interest charged during the year. There was £nil balance (2024: £3,770) outstanding at the year end.
14. Cash and Cash Equivalents
|
|
Group |
Company |
||
|
|
2025 |
2024 |
2025 |
2024 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Cash and bank balances |
1,037 |
739 |
590 |
577 |
|
|
══════ |
══════ |
══════ |
══════ |
All cash is held in demand deposits with large UK and Indian banks.
15. Called Up Share Capital
|
|
2025 £'000 |
2024 £'000 |
|
|
────── |
────── |
|
Allotted, called up and fully paid share capital |
2,066 |
1,959 |
|
|
══════ |
══════ |
|
Shares in issue |
2025
|
2024
|
|
|
|
|
|
Opening balance 1 January |
97,943,161 |
91,190,661 |
|
|
|
|
|
Share issue |
5,357,143 |
6,752,500 |
|
|
────── |
────── |
|
Closing balance at 31 December |
103,300,304 |
97,943,161 |
|
|
══════ |
══════ |
|
Share Capital |
2025 £'000 |
2024 £'000 |
|
|
|
|
|
Opening balance 1 January |
1,959 |
1,824 |
|
Share issue |
107 |
135 |
|
|
────── |
────── |
|
Closing balance at 31 December |
2,066 |
1,959 |
|
|
══════ |
══════ |
|
Share Premium |
2025 £'000 |
2024 £'000 |
|
|
|
|
|
Opening balance 1 January |
4,107 |
2,958 |
|
Share issue |
606 |
1,149 |
|
|
────── |
────── |
|
Closing balance at 31 December |
4,713 |
4,107 |
|
|
══════ |
══════ |
16. Reserves
Share capital is the amount subscribed for shares at nominal value. Share premium represents amounts subscribed for share capital in excess of nominal value, net of expenses.
Merger relief reserve arises from the 100% acquisition of OptiBiotix Limited on 5 August 2014 whereby the excess of the fair value of the issued ordinary share capital issued over the nominal value of these shares is transferred to this reserve in accordance with section 612 of the Companies Act 2006.
Retained earnings represents the cumulative profits and losses of the Group attributable to the owners of the company net of distributions paid.
Share based payment reserve represents the cumulative amounts charged in respect of unsettled warrants and options issued.
17. Trade and other payables
|
Current: |
|
|
||
|
|
Group |
Company |
||
|
|
2025 |
2024 |
2025 |
2024 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Accounts payable |
170 |
270 |
30 |
17 |
|
Accrued expenses |
101 |
63 |
91 |
63 |
|
Other payables |
113 |
35 |
- |
- |
|
|
─────── |
─────── |
─────── |
─────── |
|
Total trade and other payables |
384 |
368 |
121 |
80 |
|
|
─────── |
─────── |
─────── |
─────── |
18. Deferred Tax
Deferred tax is provided, using the liability method, on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (2024: 25%).
The movement on the deferred tax account is as shown below:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
|
|
|
|
At 31 December |
279 |
352 |
|
Movement in the period |
(53) |
(73) |
|
|
────── |
────── |
|
At 31 December |
226 |
279 |
|
|
══════ |
══════ |
Deferred tax assets have not been recognised in respect of tax losses and other temporary differences giving rise to deferred tax assets as the Directors believe there is uncertainty over the timing of future taxable profits. Further details of available losses are set out in note 7.
19. Related Party Disclosures
Transactions and balances with Probiotix Health Plc are set out in note 13. Directors' remuneration has been fully disclosed in note 4
20. Ultimate Controlling Party
The Board considers that there is no overall controlling party.
21. Share Based payment Transactions
(i) Share options
The Company has a share option programme to grant share options as an incentive for employees of the subsidiaries.
Each share option converts into one ordinary share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option and the Company has no legal obligation to repurchase or settle the options in cash. The options carry neither rights to dividends nor voting rights prior to the date on which the options are exercised. Options may be exercised at any time from the date of vesting to the date of expiry.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
|
|
Number of options |
Average exercise price |
||
|
|
2025 |
2024 |
2025 |
2024 |
|
|
No. |
No. |
£ |
£ |
|
Outstanding at the beginning of the period |
7,207,907 |
6,857,907 |
0.156 |
0.08 |
|
Granted during the period |
358,772 |
6,449,135 |
0.110 |
- |
|
Forfeited/cancelled during the year |
(358,772) |
(6,099,135) |
0.200 |
0.08 |
|
|
|
|
|
|
|
|
─────── |
─────── |
────── |
────── |
|
Outstanding at the end of the period |
7,207,907 |
7,207,907 |
0.152 |
0.156 |
|
|
─────── |
─────── |
────── |
────── |
Of the options in issue, 6,256,635 are fully vested at the balance sheet date.
For share options issued in 2022, the Company agreed with a number of option holders to surrender their existing options in return for Nominal Value Options over half the number of shares of their existing options, which are subject to a combination of performance and time-based vesting criteria. This ensures a continued focus on commercial revenues and shareholder value creation. New options will be granted on a similar basis going forward. Options granted to non-executive directors will be subject to time-based vesting.
Share options issued in 2025 vest as follows:-
· 179,386 on a share price trigger of 40p per share;
· 89,693 on completion of the cholesterol human studies; and
· 89,693 on completion of the cholesterol human studies and release of the results for a product containing a novel sugar
The share options outstanding at the period end had a weighted average remaining contractual life of 2,593 days (2024: 3,398 days) and the maximum term is 8 years.
The share price per share at 31 December 2025 was £0.0675 (2024: £0.18)
Where share options were cancelled and replaced with share options with revised terms, the Board have considered this set of transactions as a modification of share based payment arrangements and have therefore considered whether any incremental value arises as a result of the grant of modified awards. Having performed an assessment the Board have concluded that no incremental value fair is required and therefore no charge has been recognised. In respect of replacement options and new options issued in 2024 which include market based vesting conditions in respect of revenue targets, the Board have determined that the value of this proportion of shares have immaterial value in light of the Group's results for the 2024 accounting period in which they were granted.
(i) Warrants
On the 23 May 2025 2,678,572 warrants were issued to investors as part of the placing at one warrant for every two new ordinary shares. The warrants are exercisable for 3 years from the date of Admission.
22. Financial Risk Management Objectives and Policies
The Group's financial instruments comprise cash balances and receivables and payables that arise directly from its operations.
The main risks the Group faces in respect of its financial statements are liquidity risk and credit risk.
The Board regularly reviews and agrees policies for managing each of these risks. The Group's policies for managing these risks are summarised below and have been applied throughout the period.
Interest risk
The Group is not exposed to significant interest rate risk as it has limited interest bearing liabilities at the year end.
The Group's financial assets do not bear interest.
Credit Risk
The Group try to limit the credit risk by dealing with larger companies and also asking new smaller customers to provide a deposit with the purchase order.
Management have regard to credit exposures when entering into new contracts and seek to agree settlement terms on all contracts. Credit exposure is regularly monitored by management and any overdue debts are followed up as part of the Group's credit control procedures. Where a debt becomes significantly overdue, management have regard to credit loss provisions to reflect the existence of expected credit losses, taking account of forward looking information as well as the pattern of cash collections for that category of customer.
The Board consider a default to have occurred when a receivable passes 60 days beyond agreed credit terms, at which point regard is had to the specific characteristics of the debtor in assessing exposure to material credit risk and therefore the requirement to create a loss provision.
Liquidity risk
Liquidity risk is the risk that Group will encounter difficulty in meeting these obligations associated with financial liabilities.
The responsibility for liquidity risks management rest with the Board of Directors, which has established appropriate liquidity risk management framework for the management of the Group's short term and long-term funding risks management requirements.
During the period under review, the Group has not utilised any borrowing facilities.
The Group manages liquidity risks by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Capital risk
The Group's objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
23. Post Balance Sheet Events
On 25 March and 27 April 2026 the Company sold 1.4m and 7.5m SBTX shares respectively generating net proceeds of £787,000.
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