Aptamer Group
plc
("Aptamer", the "Company" or the "Group")
Full year results for the twelve
months ended 30 June 2024
Significant advances in
Optimer asset development with a focus on licensing; increasing
commercial traction
Aptamer Group plc (AIM: APTA), the
developer of novel Optimer® binders to enable innovation
in the life sciences industry, today
announces its full year results for the twelve months ended 30 June
2024 (the "Period").
Highlights
· New
strategic approach launched in August 2024 with a focus on the
development and partnering of high-value Optimer assets with
licensing potential.
· Group reorganisation with a refreshed Board and cost base
reduced to enable strategy delivery.
· Dr
Adam Hargreaves appointed Non-Executive Chair of Aptamer Group, Dr
Arron Tolley re-appointed as Chief Executive Officer, Andrew Rapson
appointed as Chief Financial Officer in August 2024 and Tim Sykes
appointed to the Board as Non-Executive Director in September
2024.
· Commercial pipeline rebuilt with increasing revenue momentum
in the second half of the financial year and £1.0 million in orders
won in the last quarter.
· Delivering on our strategic milestones, including:
· Increased commercial traction and advancing to licensing of
critical reagent with a top five pharmaceutical partner.
· Planned on-person functionality tests of Optimer as active
ingredient in deodorants by Unilever, with the potential for
further development and downstream licensing if
successful.
· Second phase of Optimer development for early Alzheimer's
disease lateral flow test.
· Proof of fibrotic liver delivery vehicle with AstraZeneca's
siRNA payload.
· Planned identification of the fibrotic liver biomarker to
satisfy significant interest from multiple partners and support the
mechanism of action, which has the potential to unlock multiple
significant high-value deals.
Financial summary
· Revenue £0.9 million (2023: £1.8 million).
· Cash
balance at 30 June 2024 £0.9 million (2023: £0.2
million).
· Adjusted EBITDA loss of £2.8 million (2023: £4.7
million).
· Administration expenses £3.2 million (2023: £5.0
million).
· £3.5
million net proceeds received from equity raising in August and
September 2023.
Post-period end
· Successful fundraise in August 2024 of £2.6 million
(net).
· Further to project with a genetic medicines biotechnology
company in December 2023,1 completed development of the
Optimer delivery vehicle and shipped material to the partner for
testing. This delivery vehicle could form a critical part of
precision gene therapy with the potential for downstream
licensing.
· Developed Optimer binders for a new non-invasive prenatal
diagnostic platform that avoids amniocentesis, with material
shipped to Bioliquid Innovative Genetics for testing on human
samples.
· Revenue from contracts progressing through the laboratory of
£0.9 million, (subject to scientific attrition), including
contracts with top 10 pharmaceutical companies and many of these
contracts with licensing potential.
Commenting on the results, Arron Tolley, Chief Executive
Officer of Aptamer Group, said: "Over the past year, we have made significant progress
commercially and technically, under challenging market conditions.
The Group has focused on three key aspects of our strategy, being
1. internal asset development, 2. regaining commercial traction and
3. cost discipline. We have rebuilt and expanded the pipeline over
the year, demonstrating a positive trajectory in revenue
recognition with 65% of the year's total revenue realised in the
second half and increased our collaborations with top ten
pharmaceutical partners. We have underscored the growing demand for
Optimer technology and the rising recognition of our platform
within the industry.
"Aptamer's strong technical
delivery across both immunohistochemistry (IHC) and gene therapy
delivery has been instrumental in driving commercial interest. The
Group has secured an increasing number of contracts for Optimer IHC
development, reinforcing our growing reputation in this segment of
the market. In the drug delivery space, data generated internally
facilitated the signing of a substantial contract for Optimer
delivery vehicles for gene therapies and initiated a post-period
collaboration with AstraZeneca to explore the use of our molecules
for drug delivery in fibrotic liver disease.
"The Group's partnership with
Unilever has made considerable progress towards the use of Optimer
binders in treating malodour in deodorant products. Finally, a soft
launch of our new Optimer+ platform has been well received across
the industry, leading to two new contracts, one with a top ten
pharmaceutical partner, in the first few months of launch. This
provides us with a unique position within the market to continue
progression.
"These developments have been made
in parallel with substantial reductions to the cost base and a
continued commitment to tight cost discipline supporting the future
of the Group. We thank investors for their support during our
placing in August 2024, which enables us to focus on advancing our
Optimer assets and pursuing new opportunities through additional
partnerships."
Investor webinar
Dr Arron Tolley, Chief Executive
Officer, and Andrew Rapson, Chief Financial Officer will provide a
live presentation relating to the Full Year Results via Investor
Meet Company on Tuesday, 22 October 2024, 14:00 BST.
The presentation is open to all
existing and potential shareholders. Questions can be submitted at
any time during the live presentation.
Investors can sign up to Investor
Meet Company for free and add to meet Aptamer Group plc
via:
https://www.investormeetcompany.com/aptamer-group-plc/register-investor
Investors who already follow
Aptamer Group plc on the Investor Meet Company platform will
automatically be invited.
1.
Aptamer Group signs material agreement with genetic medicines
company
- Ends -
For further information, please
contact:
Aptamer Group plc
Arron Tolley
|
+44 (0) 1904 217
404
|
SPARK Advisory Partners Limited - Nominated
Adviser  
Andrew Emmott / Adam
Dawes
|
+44 (0) 20 3368
3550
|
Turner Pope Investments (TPI) Limited -
Broker  
James Pope / Andrew
Thacker
|
+44 (0) 20 3657
0050
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Northstar Communications
Sarah Hollins
|
+44 (0) 113 730 3896
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About Aptamer Group plc
Aptamer
Group develops custom
affinity binders through its proprietary Optimer® platform to
enable new approaches in therapeutics, diagnostics, and research
applications. The Company strives to deliver transformational
solutions that meet the needs of life science researchers and
developers through the use of its proprietary Optimer
platform.
Optimer binders are
oligonucleotide affinity ligands that can function as an antibody
alternative. The global affinity ligand market is currently worth
over $170 billion. Optimer binders are engineered to address many
of the issues found with alternative affinity molecules, such as
antibodies, and offer new, innovative solutions to bioprocessing,
diagnostic and pharmaceutical scientists.
Aptamer has successfully delivered
projects for global pharmaceutical companies, diagnostic
development companies, and research institutes covering a range of
targets and applications to establish royalty-bearing licenses.
Through the unique Optimer technology and processes, scientists and
collaborators can make faster, more informed decisions that support
discovery and development across life sciences sector.
Chairman's statement
I am delighted to have recently
taken the role of Non-Executive Chairman at Aptamer Group. With a
background in drug development, it is inspiring to be working at
the forefront of the cutting-edge innovations and technical
advancements the Group is driving across various
sectors.
Recent changes over the last
twelve months, both within the Company and across the macroeconomic
and investment landscape, have encouraged the new Board of
Directors to fortify a strategy that aims for three objectives: 1.
accelerated development of wholly-owned and partnered internal
assets; 2. revenue maximisation from our fee-for-service work; and,
3. prudency of spending.
Having raised the requisite
funding to support our next phase of growth, we have refocused the
Company from a primary fee-for-service operation to a synergised
contract research/internal portfolio business, restructured the
Board to provide the requisite expertise to support this new
strategy and substantially realigned the operational cost-base. The
Group has set achievable targets to maximise the cash runway while
maintaining our ability to advance its in-house platform of
wholly-owned and partnered licensing opportunities.
Delivering internal projects and developing
assets
Excellent technical progress has
been made over the period in developing Optimer assets within each
of the business units. The Optimer platform has diverse
applications across the life sciences, and as recognition of our
technology's advantages has increased, this has driven the
expansion of the customer base beyond the standard markets of
reagents, diagnostics, and therapeutics. A key example of this is
our ongoing partnership with Unilever, which aims to develop
Optimer binders for the treatment of malodour in personal care
products. The fast-moving consumer goods market is a non-exploited
territory for aptamer use, and we are excited to partner with the
leading global player in this commercially-attractive
space.
In more traditional applications,
key assets are under development in diagnostics and therapeutics.
The Group is working in partnership with Neuro-Bio to develop
Optimers to enable the world's first lateral flow tests for the
pre-symptomatic diagnosis of Alzheimer's disease. The diagnostic
market value for Alzheimer's disease was worth over $4 billion in
2022, and we believe an Optimer-based test could be revolutionary
for this disease, as it would allow patients access to treatments
earlier, with the potential to halt this cruel disease.
Aptamer has developed an Optimer
delivery vehicle targeting the cells that cause liver fibrosis
which could ultimately lead to a therapeutic. Estimates show 4.6%
of the global population suffer with advanced stages of this
disease and numbers have been increasing since 2016. With no
therapies currently available for liver fibrosis, this is a serious
area of unmet need that could potentially be addressed by our
delivery vehicle. We are not aware of any other company that has
been able to generate delivery vehicles targeting liver fibrosis to
date. The demonstration data developed during the period for this
Optimer is highly encouraging and has led to a post-period
collaboration with AstraZeneca, exploring the potential of this
product in delivering their siRNA payloads.
The Group aims to attract other
large pharmaceutical companies into this intellectual space and
foster a vertical market in this arena of unmet medical needs. The
targeted delivery of siRNA to precise cell types and tissues
remains a significant challenge for the wider therapeutic
application of siRNA therapies. Despite this limitation, the siRNA
market was valued at over $13 billion in 2023. Optimer technology
could represent a paradigm shift in the targeted delivery of siRNA
molecules.
These three examples testify to
the potential of the technology and skill of our scientific team.
Developing new diagnostics and therapeutics in an emerging field is
challenging and Aptamer is leading the market in these specific
areas.
Of particular note concerning the
work undertaken during the past six months has been the soft launch
of our Optimer+ platform. This combines all the advantages of an
aptamer with additional protein constructs akin to protein-based
ligands, such as antibodies and bicyclic peptides. Optimer+ is a
wholly-owned and patent-protected technology. Initial contracts for
this platform, including from a large pharmaceutical company, have
been signed. Following validation and optimisation of the platform,
we expect this area of the business to become a key
offering.
Increasing the commercial trajectory
Commercially, the start of the
FY23-24 year was very challenging for Aptamer. The Group
experienced a reduction in customer confidence due to the strength
of our balance sheet and a downturn in market conditions across the
life sciences sector. Despite these factors, extremely proactive
work by all employees across the Group has returned confidence in
our technology, as methodology and operational advancement have
continued apace. Over the year, the Group has seen increasing
revenue recognition, with 65% realised in the second half and £0.98
million in orders won in the last quarter.
Tight cost discipline over the
last twelve months reduced the cost base from a budgeted £6.4
million per annum at the start of the financial year to £3.6
million per annum as of August 2024. These reductions were achieved
through operational headcount, premises, leadership team costs, and
overheads. Due to this rightsizing of the business and the
successful post-period fundraise in August 2024, Aptamer can begin
to capitalise on its technological and commercial traction, with
the security of a significant cash runway. Revenues from
fee-for-service work and income from any licensing deals will
continue to extend this cash runway as the Group continues to
develop to a scale that can sustain itself.
With funding now in place, Aptamer
is well-positioned to traverse the next phase in its evolution,
namely, delivering shareholder value across several potential
inflection targets.
Board changes
Since joining Aptamer's Board as a
Non-Executive Director in 2023, I have been impressed with the
talent and dedication of the entire staff. It has been a privilege
to step into the role of Chair as of August 2024. I would like to
express my thanks to former Executive Chairman Steve Hull, who
returned to the Group's management team in August 2023 to help
successfully reset the business. I would also like to thank
Non-Executive Director Dean Fielding, who joined Aptamer in August
2023, for his valued commitment and contribution over the year.
Both have been instrumental in reshaping the Group and have now
stepped down from the Board as we focus to capitalise on the
technical Optimer assets that have been developed.
Integral to the dynamic shift of
direction have been further exciting changes. Aptamer co-founder
Dr. Arron Tolley returned to the Group as Chief Technical Officer
in August 2023. His technical focus and commercial expertise have
been critical in shaping fit-for-purpose product development
methods and building a fresh and enthusiastic customer base, keen
to explore our technology. Arron has been notable in his ability to
create commercial opportunities and maximise the Group's scientific
potential. As of August 2024, we welcomed Arron to the role of
Chief Executive Officer.
Andrew Rapson has joined the Board
of Directors as Chief Financial Officer and Company Secretary in
August 2024, and Tim Sykes joined as a Non-Executive Director in
September 2024. Andrew brings shrewd financial awareness,
foresight, and fiscal prudency to the team, having previously
worked with the financial team here at Aptamer. Tim brings a wealth
of industrial and economic knowledge, with comprehensive experience
in both public and private companies. We welcome them both and look
forward to working together.
Dr. David Bunka remains as Chief
Scientific Officer of the Group. David is a co-founder of the
Company, and his leadership and international reputation have been
paramount in rebuilding our network of key clients and solving
myriad scientific challenges whenever they have arisen. David is
integral to the Group, and we are proud to have him in this
role.
Outlook
The previous twelve months have
undoubtedly been challenging at Aptamer. I would like to thank all
shareholders, both current and new, who supported us in the latest
fundraising, and who continue to support the Company. Following the
raise, the Group is now sufficiently well-funded to enable the
development of Optimer assets, crystallising value inflection
opportunities over the coming years.
Aptamer's strategic focus going
forward is to advance the development of our valued internal
assets, and plans are in place with relevant partners to enable
this. Unilever intends to move to on-person functionality studies
in 2024 for the application of our Optimer as an active ingredient
in deodorants, which will be another key step in the demonstration
of our technology. If successful, we anticipate project completion
within the next two years, with a potential for licensing. The
Group is in multiple discussions with interested parties around the
Optimer delivery vehicles for liver fibrosis. We are delighted to
continue the partnership with AstraZeneca and aim to extend the
current dataset to encompass in
vivo proof-of-concept studies. Such work has the potential
to unlock multiple significant high-value deals.
The Board will continue to apply
its rigorous cost management principles and has identified up to
£0.6 million of further annualised savings. In addition, the Group
expects to continue growing the fee-for-service development work,
which is important in its objective of being self-sustaining. This
work also acts as a horizon-scanning method with which the Group
can determine future potential high-value Optimer
assets.
The progress across the Group over
the past year has been transformational. I would like to extend our
gratitude to all team members at Aptamer. They have displayed
admirable enthusiasm, dedication, and commitment to overhauling the
business model and maintaining a sharp focus on ongoing projects
and activities. They have also been pivotal in growing Aptamer's
new innovative scientific and entrepreneurial culture.
In closing, I thank shareholders
for their ongoing support and enthusiasm in what we as a Company
are trying to achieve.
Chief Executive Officer's statement
Last year, major changes were seen
in the aptamer market: in July 2023,
Astellas, a pharmaceutical giant, acquired Iveric Bio, a
therapeutic aptamer company, for $5.9BN,1 followed by
FDA approval of the second-ever aptamer therapy in August
2024.2 In concert with these milestones, the therapeutic
pipeline for aptamers continues to advance and grow through various
stages of clinical trials for a range of indications. This
increasing maturation of aptamer technology has also been noted
across research and diagnostic sectors, where antibodies'
shortcomings mean they fail ~50% of the time,3 leading
to a requirement for alternatives to fulfil unmet needs.
The rising awareness and
exploration of aptamer technology across the life sciences industry
has fuelled growth in the market, leading
to the emergence of numerous smaller competitors. As a leading
global player, Aptamer Group is strategically positioned with
unique expertise and advanced development capabilities, creating
substantial barriers for other companies attempting to match our
pace of innovation and progress.
The past financial year was
challenging for Aptamer. However, since
recapitalising, customer confidence has returned, and our skilled
team and well-equipped laboratory have enabled us to deliver on
exciting projects, and to rebuild and grow a sales pipeline that we
aim to maintain and diversify into the new financial year. As part
of last year's technical progress, multiple assets developed from
our fee-for-service offering have reached, or are approaching, key
value inflection points. This means that we are getting closer to
the crystallisation of potential licensing revenues.
Going forward, we aim to increase shareholder value by focusing on the
generation of high-value assets, alongside generating
fee-for-service revenue, to drive high-value licensing
opportunities. Therefore, the following are our key strategic
objectives:
For the current financial year, we
expect to deliver:
-
out-licensing of a developed Optimer asset to a
leading pharmaceutical company subject to successful testing in
partners' labs;
-
on-person functionality studies with Unilever
demonstrating the use of Optimers in the treatment of
malodour;
- a
rebuilt and expanded commercial pipeline.
In the following financial year,
we expect to deliver:
-
a completed demonstration of the malodour
technology with Unilever and potential licensing if
successful;
-
proof of concept lateral flow tests for
Alzheimer's disease diagnosis with Neuro-Bio; and
-
an expanded commercial pipeline with a general
focus on repeat business.
Additionally, we aim
to:
- further
validate our platform by demonstrating the functionality of
AstraZeneca's siRNA with our fibrotic liver Optimer delivery
vehicles with a view to progressing to in vivo studies which will unlock
multiple significant high-value deals.
Group performance
Over the past year, Aptamer has
secured and delivered contracts from new and repeat customers,
including major pharmaceutical companies leading to a position where we are now working with all the
top 10 pharmaceutical companies globally. The Group is confident
that our technologies are fully accepted within the portfolio of
options that the market requires for the challenging targets that
antibodies cannot serve.
Important validatory datasets for
the Optimer-based fibrotic liver delivery
vehicle, immunohistochemistry (IHC) reagents, and small molecule
binders have been generated. These datasets were enabled by the
ring-fencing of R&D budget from our last fundraise and have
been essential in the rebuilding of the sales pipeline.
We have advanced our Optimer+
platform and won two contracts to demonstrate the platform to
strategic partners. We have also implemented a range of
post-development validation assays that were added to the Group's
service offering and should lead to increased revenue over time.
Following the fundraise in August
2023, the Group's commercial pipeline has been rebuilt and
demonstrated increasing traction over the period, with £0.6 million
in revenue generated in the second half of the year and an increase
in order book values, including £1.0 million contracts won in the
last quarter. We are now well-placed to maintain this commercial
momentum and deliver on our new strategy with a focus on the
development and licensing of high-value Optimer assets.
Current pipeline
We have continued to build on our
pipeline since the year-end which now stands at £4.3 million across
28 advanced stage opportunities compared to the £2.1 million at 8
July 2024. Deals in this space can take 3-6 months or longer to
identify, negotiate and sign, with a further 6 months or more to
recognise the revenue. This is due to customer materials that
are manufactured being sent to us, which can be delayed between
contract signing and the start of revenue recognition and cash
flows. At the end of September 2024, we have signed deals
progressing through the laboratory giving a current total of £0.9
million of revenue visibility this financial year. This value is
subject to scientific attrition, with our average realisation being
approximately 60-70% of the maximum.
Advancement of Optimer assets
Over the past year, the Group has
progressed multiple Optimer assets in fast-moving consumer goods,
critical reagents, diagnostics, and precision medicine. Notable
progress includes our continued collaboration with Unilever to
develop Optimer binders as potential active ingredients in
deodorants. Evaluation within Unilever's labs has shown consistent
and effective performance. Based on the
strength of the data, Unilever plans to progress the Optimers to
on-person functionality studies in the second half of 2024, which,
on successful completion, will represent a key inflection point in
the value of this asset, with on-person
efficacy trials expected to further reinforce the commercial
viability of these innovative binders.
An Optimer critical reagent
developed for a top five pharmaceutical partner has shown promising
results in our partner's labs, with additional testing underway in
multiple drug development programs within the Group, and the
potential for commercial licensing.
Within diagnostics, we are
developing a lateral flow test for the simple diagnosis of early
Alzheimer's disease in partnership with Neuro-Bio. The Group
entered the second phase of development in February 2024,
to develop an additional Optimer binder against
the innovative target implicated in Alzheimer's disease
and evaluate complementary antibodies to identify
a matched pair of binders to underpin the development of a
prototype lateral flow device. As part of
the European Eurostar project, we have successfully developed
Optimer binders for use in a medical
device for improved non-invasive prenatal testing and the diagnosis
of placental disease. These binders are currently
progressing through in-house and partner-led testing
phases.
Our advances in therapeutics have
focussed on targeted drug and gene therapy delivery for precision
medicines. Over the past year, we have validated an Optimer
delivery vehicle that targets the cells responsible for liver
fibrosis, showing excellent targeting and significant therapeutic
effects in lab-based tests. The quality of this dataset attracted a
new collaboration with AstraZeneca to
evaluate this technology with their proprietary RNA
payloads.
Significant commercial contracts
Aptamer has seen a particular rise
in demand for Optimer IHC reagent development this year, following
the launch of Optimer-Fc last year. Agreements were signed for
Optimer IHC reagents, including one with a top five pharmaceutical
company with a value of up to £175,000 and another with a second
top five pharmaceutical company for the development of a binder to
a neurological biomarker. The Group also made the first direct sale
of our new Optimer-Fc platform to a biotechnology company, with a
deal value of up to £147,500. Post-period, an additional contract
with a biopharmaceutical company has been signed to develop Optimer
IHC reagents to targets known to be intractable with antibodies,
which, if successful, may be integrated into companion
diagnostics.
Within diagnostics, a material
contract signed with Timser Group for the development of Optimer
binders to enable the world's first blood test for cervical cancer,
with a value of up to £465,000.
Within therapeutics, a further
material contract was signed in December 2023 with a genetic
medicines company for the development of therapeutic Optimer
delivery vehicles, with a value of up to £553,000. Post-period end,
the Group successfully developed and validated the Optimer delivery
vehicles and transitioned this to the partner for testing within
their labs. Additionally, we partnered
with a leading pharmaceutical company to assess Optimer binders for
the targeted delivery of their nanoparticles, which could enable
the delivery of larger therapeutic payloads, such as mRNA. The
Group also progressed our early-stage partnership with Kairos
Biotech, with an agreement to leverage the new Optimer+ platform to
develop binders that could offer new therapeutic approaches to
overcome the complex area of transplant rejection.
Further contracts won in the
period include Optimer reagent generation for a gene therapy
company, a contract signed with a top ten
pharmaceutical company to develop Optimer binders to improve
biologic drug purification and the first sale of Optimer+ to a top
ten pharmaceutical company for use in a highly sensitive
immunoassay platform. Optimer development was also sought from a global speciality enzyme provider for
inclusion in assay kits. This deal includes downstream royalties.
Additionally, a top five pharmaceutical company signed an agreement
to develop Optimer binders in flow cytometry assays used in their
internal development of a clinical asset, worth up to
£110,000.
Looking forward, Aptamer is
strategically positioned for growth as the Group continues to
refine our technology platforms, develop strategic partnerships,
and generate compelling datasets to support our expanding client
base.
1. Reuters. Astellas Pharma buys
Iveric Bio for $5.9 billion. (1 May, 2023)
https://www.reuters.com/markets/deals/astellas-pharma-buys-iveric-bio-59-bln-2023-04-30/
2. PR Newswire. Iveric Bio
Receives U.S. FDA Approval for IZERVAYâ„¢ (avacincaptad pegol
intravitreal solution), a New Treatment for Geographic
Atrophy. (4 Aug, 2023)
https://www.prnewswire.com/news-releases/iveric-bio-receives-us-fda-approval-for-izervay-avacincaptad-pegol-intravitreal-solution-a-new-treatment-for-geographic-atrophy-301894042.html
3. Bradbury & Plcukthun. Standardize antibodies used in
research. Nature. 518:27-29
(2015)
4. https://polaris.brighterir.com/public/aptamer_group/news/rns/story/x21gjmw
Operational progress
As part of our Board
reconfiguration, we have appointed a preclinical drug development
expert Dr Adam Hargreaves as Chairman to help guide the Group into
its next stage of evolution. Alongside this, we completed a
successful fundraise in August 2024 to allow us to unlock the
potential of our high-value Optimer assets. Our goal is to partner
with key industry leaders identified through our fee-for-service
opportunities and build on the positive relationships forged
through solving challenging technical problems for those partners.
We will then aim to drive these assets toward licensing
opportunities over several years. During this process, we will
maintain rigorous cost discipline across the Group. In parallel, we
are expanding our fee-for-service pipeline with more chargeable
offerings to support ongoing operations and identify future
commercial opportunities and revenue streams.
Below is a summary of our progress
against each of the Group's strategic objectives.
1. To license an Optimer critical reagent to a
leading pharmaceutical company
While we have several similar
opportunities in our pipeline, one specific example
is an asset developed through a fee-for-service
project that commenced in 2019 with a top five pharmaceutical
company. The Optimer is specific for a key disease biomarker that
will be used as a critical reagent to develop the partner's
clinical assets. Data generated by Aptamer and the partner company
has demonstrated the performance of the Optimer in IHC
applications. This evaluation work has now been expanded to several
other teams within the partner company, evaluating the Optimer in
different research areas. If successful, the pharmaceutical company
aims to license the Optimer binder for use during drug development
and clinical trials.
2. To advance the Optimer for the potential
treatment of malodour with Unilever
The Group undertook a
fee-for-service development project with Unilever in 2022 to
develop Optimers to treat malodour in personal care products, such
as deodorants. The binders have been
rigorously tested at both Aptamer and Unilever and have
shown highly
positive and reproducible results. Based on these results, a patent
was submitted in March 2024 to protect the intellectual property.
Unilever plans to begin on-person functionality studies of the
technology in deodorants in 2024. Aptamer has recently signed a
contract extension to allow this advancement to on-person
functionality studies using the Optimer binders. As with the vast
majority of our opportunities, if successful, there is potential
for licensing, and passive income remains.
3. To develop lateral flow tests for Alzheimer's
disease diagnosis with Neuro-Bio
The Group partnered with Neuro-Bio
to develop Optimer binders to enable a
novel Alzheimer's disease diagnostic in 2023. The relationship
started as a fee-for-service project, where Optimer binders were
developed to enable the development of a lateral flow test for the
early diagnosis of Alzheimer's disease. A panel of binders were
successfully developed in the project's first phase and
characterised for use in lateral flow and biosensor tests. The
binders have been transitioned to Neuro-Bio, and testing is
currently underway in their labs using a biosensor platform. The
project's second phase began in February 2024 to develop an
additional Optimer binder for the target, to enable the development
of a simple lateral flow assay.
4. To secure a committed development partner for
the fibrotic liver delivery vehicle
The delivery vehicle targeting
fibrotic liver has been validated through in-house studies,
demonstrating its function as a therapeutic delivery
vehicle with the potential to selectively deliver drugs for
new treatment approaches in liver fibrosis. The data generated
shows its selectivity along with its ability to deliver functional
drug cargo for therapeutic effect. This data spurred AstraZeneca's
interest in the delivery vehicle and resulted in a post-period
agreement to trial this delivery vehicle with the partner's siRNA
cargo. This project has the potential to progress to generating
demonstrator data in animal models for evaluation by
AstraZeneca.
5. To achieve a full market launch of the
Optimer+ platform
Significant technical progress has
been made over the last year in the development of our Optimer+
platform, with a soft launch and two commercial sales being made to
evaluate the platform. Optimer+ is a novel affinity ligand platform
that can be considered among the next generation of binding
reagents. Data shows the platform's performance in terms of
development time and affinity is superior to our current offering
and that Optimer+ carries the basic requirements for therapeutic
applications.
Summary and outlook
I am pleased to report that the
Group's new strategy, with a focus on strict cost controls, increased commercial focus, and a heavy
tilt towards R&D for asset development and licensing potential,
has allowed us to make substantial technical progress and solid
commercial headway.
The assets we have
developed both internally and with
strategic partners hold the potential for significant impact in
their specific markets. Continued demonstration of each of these
assets over time will further validate Optimer technology to
support commercial traction.
Looking ahead to the next
financial year, the Group aims to progress each Optimer asset to
meet our strategic milestones and crystallise value inflection points for shareholders. Our commercial
pipeline is now robust, with multiple deals in late-stage
negotiations. Additionally, projects are advancing smoothly through
the laboratory, thanks to the enhancements implemented last
year.
The new streamlined management
team and focus across the business positions us well to move
forward with impact. I am excited about delivering on our strategy
to drive long-term value for Aptamer and
its shareholders.
Financial Review
Over the period, Aptamer's sales
pipeline has been re-established and the fixed cost base reduced
substantially, which has put the Group on a good footing to move
forward. Increases in the sales pipeline culminated in contracts
being signed in the final quarter worth up to £1 million. A
significant cost-cutting exercise was carried out in the first
quarter, reducing the fixed costs to £3.6 million per annum from
approximately £6.4 million.
Post-period fundraises totalling
net proceeds of £2.6 million have been completed with the issuance
of 1,453,000,000 ordinary shares at 0.2 pence per share.
Revenue
The Group reported revenues for
the year ended 30 June 2024 of £0.9 million (year ended 30 June
2023: £1.8 million).
Gross profit
Gross profit for the year of £0.25
million (year end 30 June 2023: £0.36 million) following a lull in
commercial customer work, particularly in the first half of the
year when the Group had to focus on rebuilding the pipeline. Costs
are largely fixed staff costs which have not been leveraged on such
low volumes of work, but the team is now operating on the minimum
possible skill base.
Research and development costs
During the year, the Group
expensed through the income statement £0.5 million (2023: £1.0
million), relating to the continued development of the
Optimer®+
platform technology and the development of Optimer delivery
vehicles to cells associated with liver fibrosis. The fundraise
completed in August 2024 has enabled the continuation of this
work.
Administrative expenses
Administrative costs were £3.2
million for the year compared to £5.0 million for the year to 30
June 2023. This decrease in costs is a result of employee costs
reducing to £2.1 million (2023: £3.3 million) and a decrease in
operational footprint and consultancy and other administrative
costs. The headcount has decreased slightly from 46 at 30 June 2023
to 34 at 30 June 2024. Since the year end, the Group has reduced
the cost base by a further £0.3 million.
Adjusted EBITDA
The Group uses adjusted EBITDA as
a profit performance metric as this excludes items which can
distort comparability of underlying trading as well as being the
measure of profit which most accurately reflects the cash
generating activities of the Group. The reconciliation of adjusted
EBITDA to Operating
Loss is as
follows:
|
Year ended
30 June
2024
£'000
|
Year
ended
30 June
2023
£'000
|
Adjusted EBITDA
|
(2,790)
|
(4,672)
|
Share based payment
expense
|
(49)
|
(84)
|
Impairment of tangible and
intangible assets
|
-
|
(2,601)
|
Statutory EBITDA
|
(2,839)
|
(7,357)
|
Amortisation
|
(13)
|
(44)
|
Depreciation
|
(232)
|
(756)
|
Operating Loss
|
(3,084)
|
(8,157)
|
In the prior period an impairment
loss of £2.6 million was recognised following a review of the
carrying value of the cash-generating unit in light of the
conditions prevailing as at 30 June 2023. No further impairment of
this cash generating unit was considered necessary at 30 June
2024.
Share-based payment charges
The non-cash charge for the year
was £0.49 million (2023: £0.84m).
Tax
The Group claims each year for
research and development tax credits. Since it is loss-making, the
Group elects to surrender these tax losses for a cash rebate. The
amount of the rebate is included within the taxation line of the
income statement and amounts to £0.2 million (2023: £0.5 million)
and represents a tax loss surrender of £1.9 million. Tax losses
carried forward totalled £11.4 million (2023: £9.0 million). The
Group has not recognised any tax assets in respect of trading
losses arising in the current financial year or accumulated losses
in previous financial years.
Loss for the year
The loss for the year was £3.0
million (2023: £7.8 million loss). The basic loss per ordinary
share decreased to 0.71 pence (2023: 11.35 pence per share) based
on an average number of shares in issue during the period of
415,107,581 (2023: 69,055,369).
Cash flow
The Group had £0.9 million of cash
at 30 June 2024 (2023: £0.2 million). The net cash inflow for the
year was £0.6 million (2023: £6.5 million net outflow). This
reflects a cash outflow from operations of £2.7 million (2023: £4.6
million), a cash inflow from fundraising activities of £3.5 million
(2023: £Nil), cash receipts relating to research and development
tax credits of £0.5 million which represented the tax refund for
the prior period (2023: £0.5 million), payment of leases of £0.4
million (2023: £0.4 million) and an investment in capital
expenditure and intangible assets of £0.1 million (2023: £2.0
million). The £2.0 million capital expenditure in the prior year
was in relation to the fit-out of the new laboratory and office
space.
Financial position
Net assets at 30 June 2024 were
£0.9 million (2023: £0.3 million) of which cash amounted to £0.9
million (2023: £0.2 million) reflecting the remainder of funds from
the equity raising earlier in the year. Non-current assets were
slightly higher than the prior period which is largely due to a
small impairment reversal following the recognition of investment
property.
Following the year end, the
Company has successfully raised £2.6 million in net proceeds
through an equity fundraise in August 2024.
Consolidated statement of comprehensive
income
For the year ended 30 June
2024
|
Notes
|
2024
£'000
|
2023
£'000
|
Revenue
|
4
|
860
|
1,752
|
Cost of sales
|
|
(610)
|
(1,393)
|
Gross profit
|
|
250
|
359
|
|
|
|
|
Administrative expenses
|
|
(3,167)
|
(5,034)
|
Other operating income
|
7
|
127
|
3
|
|
|
|
|
Adjusted EBITDA
|
9
|
(2,790)
|
(4,672)
|
Amortisation and impairment of
intangible assets
|
16
|
(13)
|
(324)
|
Depreciation and impairment
(including loss on disposal of assets)
|
17,18
|
(232)
|
(3,077)
|
Share-based payment
expense
|
34
|
(49)
|
(84)
|
Operating loss
|
6
|
(3,084)
|
(8,157)
|
Investment revenue
|
12
|
24
|
-
|
Finance costs
|
12
|
(81)
|
(141)
|
Loss before taxation
|
|
(3,141)
|
(8,298)
|
|
|
|
|
Taxation
|
13
|
183
|
462
|
Loss and total comprehensive loss
|
|
(2,958)
|
(7,836)
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share
|
14
|
0.71p
|
11.35p
|
Diluted loss per share
|
14
|
0.71p
|
11.35p
|
|
|
|
|
There were no items of other
comprehensive income in the current or prior period. Accordingly,
no statement of other comprehensive income has been
prepared.
Loss and total comprehensive loss
for the year is all attributable to the owners of the Parent
Company.
All activities relate to
continuing operations.
Consolidated statement of financial
position
At as 30 June 2024
|
Notes
|
2024
£'000
|
2023
£'000
|
Non-current assets
|
|
|
|
Intangible assets
|
16
|
165
|
70
|
Property, plant and
equipment
|
17
|
424
|
561
|
Right-of-use assets
|
18
|
187
|
160
|
Other receivables
|
22
|
373
|
373
|
|
|
1,149
|
1,164
|
Current assets
|
|
|
|
Inventories
|
21
|
119
|
204
|
Trade and other
receivables
|
22
|
439
|
678
|
Tax receivable
|
|
192
|
473
|
Cash and cash equivalents
|
29
|
870
|
234
|
|
|
1,620
|
1,589
|
|
|
|
|
Total assets
|
|
2,769
|
2,753
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
23
|
(1,027)
|
(1,329)
|
Borrowings
|
25
|
(38)
|
(50)
|
Leases
|
26
|
(215)
|
(264)
|
|
|
(1,280)
|
(1,643)
|
|
|
|
|
Net
current assets / (liabilities)
|
|
340
|
(54)
|
|
|
|
|
Non-current liabilities
|
|
|
|
Trade and other payables
|
24
|
(3)
|
(7)
|
Borrowings
|
25
|
(9)
|
(19)
|
Leases
|
26
|
(555)
|
(745)
|
Provisions for
liabilities
|
27
|
(35)
|
(35)
|
|
|
(602)
|
(806)
|
|
|
|
|
Net
assets
|
|
887
|
304
|
|
|
|
|
Equity
|
|
|
|
Issued share capital
|
32
|
467
|
69
|
Share premium
|
33
|
12,672
|
9,578
|
Group reorganisation
reserve
|
33
|
185
|
185
|
Share-based payment
reserve
|
34
|
504
|
544
|
Accumulated losses
|
|
(12,941)
|
(10,072)
|
Equity attributable to shareholders
|
|
887
|
304
|
Consolidated statement of changes in equity
For the year ended 30 June
2024
|
Notes
|
Issued
share
capital
£'000
|
Share
premium
£'000
|
Group reorganisation
reserve
£'000
|
Share-based payment
reserve
£'000
|
Retained
earnings
£'000
|
Total
equity
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2022
|
|
69
|
9,573
|
185
|
538
|
(2,314)
|
8,051
|
|
|
|
|
|
|
|
|
Loss and total comprehensive
expense for the year
|
|
-
|
-
|
-
|
-
|
(7,836)
|
(7,836)
|
Transactions with the owners of the Parent
Company:
|
|
|
|
|
|
|
|
Issue of share capital net of
transaction costs
|
32
|
-
|
5
|
-
|
-
|
-
|
5
|
Credit to equity for
equity-settled share-based payments
|
34
|
-
|
-
|
-
|
84
|
-
|
84
|
Exercised & forfeited
equity-settled share-based payments
|
34
|
-
|
-
|
-
|
(78)
|
78
|
-
|
|
|
|
|
|
|
|
|
Balance at 30 June 2023
|
|
69
|
9,578
|
185
|
544
|
(10,072)
|
304
|
|
|
|
|
|
|
|
|
Loss and total comprehensive
expense for the year
|
|
-
|
-
|
|
-
|
(2,958)
|
(2,958)
|
Transactions with the owners of the Parent
Company
|
|
|
|
|
|
|
|
Issue of share capital
|
32
|
398
|
3,613
|
-
|
-
|
-
|
4,011
|
Share issue costs
|
|
-
|
(519)
|
-
|
-
|
-
|
(519)
|
Credit to equity for
equity-settled share-based payments
|
34
|
-
|
-
|
-
|
49
|
-
|
49
|
Exercised & forfeited
equity-settled share-based payments
|
34
|
-
|
-
|
-
|
(89)
|
89
|
-
|
Balance at 30 June 2024
|
|
467
|
12,672
|
185
|
504
|
(12,941)
|
887
|
Consolidated statement of cash flows
For the year ended 30 June
2024
|
Notes
|
2024
£'000
|
2023
£'000
|
Cash flows from operating activities
|
|
|
|
Cash used in operations
|
35
|
(2,772)
|
(4,598)
|
Income taxes received
|
|
464
|
534
|
Investment income
|
|
24
|
-
|
Net
cash used in operating activities
|
|
(2,284)
|
(4,064)
|
|
|
|
|
Investing activities
|
|
|
|
Purchase of intangible
assets
|
16
|
(108)
|
(53)
|
Purchase of tangible
assets
|
17
|
(14)
|
(1,975)
|
Net
cash used in investing activities
|
|
(122)
|
(2,028)
|
|
|
|
|
Financing activities
|
|
|
|
Proceeds from issue of share
capital
|
32
|
3,911
|
5
|
Share issue costs
|
|
(419)
|
-
|
Repayment of borrowings
|
|
(22)
|
(37)
|
Payment of lease
liabilities
|
26
|
(347)
|
(192)
|
Interest paid
|
|
(81)
|
(141)
|
Net
cash generated from/ (used in) financing
activities
|
|
3,042
|
(365)
|
|
|
|
|
Net
increase/ (decrease) in cash and cash equivalents
|
|
636
|
(6,457)
|
Cash and cash equivalents at
beginning of year
|
|
234
|
6,691
|
Cash and cash equivalents at end of year
|
|
870
|
234
|
Notes to the financial statements
For the year ended 30 June
2024
1
Accounting policies
Company information
Aptamer Group PLC ("the Company")
is a company limited by shares, domiciled,
and incorporated in the United Kingdom and registered in England
and Wales. The registered office is Windmill House, Innovation Way, York, YO10
5BR.
The Group consists of Aptamer
Group PLC and all of its subsidiaries. The Group is a leading
provider of Optimer® reagents for use by customers in research,
diagnostics and therapeutics. The Group has developed a platform
technology which is utilised by to solve problems for
pharmaceutical and bio-technology customers in the bioprocessing,
research reagents, diagnostic and therapeutic areas of the life
sciences.
1.1 Basis of preparation
The financial information included
in this annual results announcement for the year ended 30 June 2024
does not constitute the Group's statutory accounts. Statutory
accounts for the period ended 30 June 2023 have been delivered to
the Registrar of Companies. The statutory accounts for the year
ended 30 June 2024 were approved by the Board on 16 October 2024
and will be delivered to the Registrar of Companies in due
course. The Auditor's report on those accounts for the year
ended 30 June 2024 was unqualified, made reference to material
uncertainty with regard to the going concern basis, and did not
contain a statement under 498(2) or 498(3).
The group financial statements
have been prepared in accordance with UK adopted International
Financial Reporting Standards ("IFRS") and International financial
Reporting Committee ("IFRC") Interpretations that are applicable to
the consolidated financial statements for the year ending 30 June
2024, in conformity with the requirements of the Companies Act
2006.
These financial statements are
prepared in sterling which is the functional currency of the Group
and the Company. Monetary amounts in these financial statements are
rounded to the nearest £'000.
The financial statements have been
prepared under the historical cost convention, modified to include
certain financial instruments at fair value.
The principal accounting policies
adopted are set out below. The accounting policies have been
consistently applied to all the periods presented, unless otherwise
stated.
1.2 Basis of consolidation
The consolidated financial
statements incorporate those of Aptamer Group PLC and all of its
subsidiaries (i.e. entities that the Group controls through its
power to govern the financial and operating policies so as to
obtain economic benefits). The subsidiaries consolidated in these
Group accounts were acquired via Group reorganisation and as such
merger accounting principles have been applied. The financial
statements of the Company and its subsidiaries are made up to 30
June 2024.
All intra-group transactions,
balances and unrealised gains on transactions between Group
companies are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an
impairment of the asset transferred.
1.3 Going concern
The Group has reported a loss
after tax for the year ended 30 June 2024 of £3.0 million (year
ended 30 June 2023: £7.8 million). The Group had a cash
balance of £0.9 million at 30 June 2024 (30 June 2023: £0.2
million).
The Directors have considered the
applicability of the going concern basis in the preparation of
these financial statements, which includes assessing an internal
forecast extending out to June 2026. The Directors consider
that this forecast represents a reasonable best estimate of the
performance of the Group over the period to June
2026.
In August 2024 the Company
completed a fundraise which raised gross proceeds of £2.9 million
before expenses. The cash balance at the end of June 2024 was
£0.9 million.
We are encouraged by the health of
our pipelines, with £0.9 million of revenue visibility so far in
the June 2025 financial year and a further £4.3 million of advanced
stage sales negotiations.
As a result of Board changes and
revisiting some of the operational spend, the fixed cost base has
been cut back to circa £3 million per annum. Management continue to
maintain close control of costs to maximise the cash
runway.
In the forecast, full year revenue
is anticipated to be higher than was the case in the year to June
2024. Within this forecast, delivery of these expectations
would ensure that the resultant positive cashflows together with
the current cash balance are sufficient to see the Group through to
June 2026.
The Directors have also considered
reasonable likely downside scenarios, which includes slower growth
in core revenues.
Should these downside scenarios
materialise, the Group may need to seek additional funding.
The Directors have a reasonable expectation that the Group could
access further funding, from both dilutive and non-dilutive
sources. However, there can be no guarantee that the Group
would be able to raise additional funding from an equity fundraise
to new and existing investors, nor that the Group will successfully
develop assets for licensing within the next 12 months.
Based on the above factors the
Directors believe that it remains appropriate to prepare the
financial statements on a going concern basis. However, the
above factors give rise to a material uncertainty which may cast
doubt over the Group's ability to continue as a going concern and
to continue realising its assets and discharging its liabilities in
the normal course of business. The financial statements do
not include any adjustments that would result from the basis of
preparation being inappropriate.
1.4
Revenue from contracts with
customers
Research
activities
The Group's main source of revenue
is fees for research activities carried out under contracts with
customers. These contracts can be in progress over accounting
period ends and consist of separate phases with fixed attributable
income attached to each phase. The contract contains performance
obligations set out for each phase. In most cases that customer has
a right to proceed or cease the research work at the end of each
phase.
The Group recognises revenue when
it satisfies the performance obligations in respect of each phase
of work. As a result, revenue is recognised over time as each
performance obligation is satisfied, by reference to the work
performed in delivering the performance obligations to the
customer. Where consideration is received in advance of the
performance obligations being fulfilled, a contract liability is
recognised; where performance obligations are fulfilled in advance
of an invoice being delivered to the customer, a contract asset is
recognised.
No revenue is recognised in
relation to subsequent contract phases until the customer has
elected to progress to that phase and the above criteria in
relation to satisfaction of performance obligations has been
met.
Revenue is measured at the amount
of consideration to which the Group expects to receive. If the
consideration is receivable more than 12 months after the
transaction date and the effect of discounting is material, the
revenue amount recognised is discounted to its present value at the
transaction date, using a discount rate which reflects customer
risk, and the unwinding of this discount is recognised as financial
income over the period until the date the consideration is due.
Typically, the Group does not enter into transactions whereby
revenue is variable or contains non-cash consideration, or is
subject to reversals of income.
Costs incurred in fulfilling a
contract phase, which include internal labour costs and materials,
are recognised in the balance sheet until the satisfaction of
performance obligations where:
· the
costs relate directly to a contract that the Group can specifically
identify;
· the
costs generate or enhance resources of the entity that will be used
in satisfying (or in continuing to satisfy) performance obligations
in the future; and
· the
costs are expected to be recovered.
Following performance obligations
being satisfied, the constraint of costs incurred is removed and
the revenue is recognised by reference to the contractual value of
that performance obligation.
1.5 Research and development
expenditure
An intangible asset arising from
development (or from the development phase of an internal project)
is recognised where the following criteria are met:
· it
is technically feasible to complete the intangible asset so that it
will be available for use or sale;
· management intends to complete the intangible asset and use
or sell it;
· there is ability to use or sell the intangible
asset;
· it
can be demonstrated that the intangible asset will generate
probable future economic benefits;
· there is evidence of existence of a market for the output of
the intangible asset or the intangible asset itself or, if it is to
be used internally, the usefulness of the intangible
asset;
· adequate technical, financial and other resources exist to
complete the development and to use or sell the intangible asset;
and
· the
expenditure attributable to the intangible asset during its
development can be reliably measured.
Research expenditure and
development expenditure that do not meet the criteria above are
written off against profits in the year in
which they are incurred. Identifiable development expenditure is
capitalised to the extent that the technical, commercial and
financial feasibility can be demonstrated. Similarly, any research
costs relating to revenue-generating contracts are not capitalised
on the grounds that the Group does not retain rights to any
intellectual property generated as part of this work.
1.6 Intangible assets
Intangible assets acquired
separately from a business are recognised at cost and are
subsequently measured at cost less accumulated amortisation and
accumulated impairment losses.
Intangible assets acquired on
business combinations are recognised separately from goodwill at
the acquisition date where it is probable that the expected future
economic benefits that are attributable to the asset will flow to
the entity and the fair value of the asset can be measured
reliably.
The depreciable amount of an
intangible asset with a finite life is allocated on a systematic
basis over its useful life. Amortisation begins when the
asset is available for use.
The amortisation period and the
amortisation method for intangible assets with a finite useful life
is reviewed each financial year end. If the expected useful
life of the asset is different from previous estimates, the
amortisation period is changed accordingly.
Amortisation is recognised so as
to write off the cost or valuation of
assets less their residual values over their useful lives on the
following bases:
· Product development and registrations Up
to 15 years on a straight-line basis
1.7 Property, plant &
equipment
Property, plant & equipment
are stated at historical cost less depreciation. Historical cost
includes expenditure that is directly attributable to the
acquisition of the items. Cost may also include transfers from
equity of any gains or losses on qualifying cash flow hedges of
foreign currency purchases of property, plant and
equipment.
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. The carrying amount of any component
accounted for as a separate asset is derecognised when replaced.
All other repairs and maintenance are charged to profit or loss
during the reporting period in which they are incurred.
Depreciation is calculated using
the straight-line method to allocate the cost or revalued amounts
of the assets, net of their residual values, over their estimated
useful lives or, in the case of leasehold improvements and certain
leased plant and equipment, the shorter lease term as
follows:
· Fixtures, fittings and equipment
6 years on a straight-line basis
· Leasehold
improvements
Over the remaining life of the lease*
· Other property, plant and equipment
6 years on a straight-line basis
* Amounts are charged on a
straight line basis from the date of costs being incurred to the
expiry of the lease to which the improvement attracts. This is
typically less than 5 years.
The assets' residual values and
useful lives are reviewed, and adjusted if appropriate, at the end
of each reporting period.
Gains and losses on disposals are
determined by comparing proceeds with carrying amount. These are
included in profit or loss. When revalued assets are sold, it is
Group policy to transfer any amounts included in other reserves in
respect of those assets to retained earnings.
1.8 Right-of-use
assets
A right-of-use asset is recognised
at commencement of the lease and initially measured at the amount
of the lease liability, plus any incremental costs of obtaining the
lease and any lease payments made at or before the leased asset is
available for use by the Group.
The right-of-use asset is
subsequently measured at cost less accumulated depreciation and any
accumulated impairment losses. The depreciation methods applied are
as follows:
· Right-of use
assets
Shorter of the asset's useful life and the lease term on
a
straight-line basis
A number of assets have
historically been recognised under lease but where there is a final
balloon payment which transfers unconditional ownership into the
Group's name. For these assets they have been depreciated over a
longer period in accordance with the depreciation policy for the
asset class (as shown in 1.7), and on the end date of the lease
have been transferred to that asset class.
Payments associated with
short-term leases of equipment and vehicles and all leases of
low-value assets are recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a
lease term of 12 months or less. Low-value assets comprise IT
equipment and small items of office furniture.
The right-of-use asset is subject
to impairment testing and adjusted for any remeasurement of the
lease liability and lease modifications.
Where a right-of-use asset is
partially sublet to a third party, but is not separable from the
main right-of-use asset, the Group continues to account for this as
a right-of-use asset, continuing to depreciate the asset in line
across its lease term.
1.9 Impairment of tangible and
intangible assets
At each reporting end date, the
Group reviews the carrying amounts of its tangible and intangible
assets on an individual and on a cash-generating unit basis 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 it is not
possible to estimate the recoverable amount of an individual asset,
the Group estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
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 (or
cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised immediately in the Statement of
Comprehensive Income, unless the relevant asset is carried at a
revalued amount in which case the impairment loss is treated as a
revaluation decrease.
Recognised impairment losses are reversed if, and only if, the
reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the
carrying amount of the asset (or 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 (or cash-generating unit) in prior years. A reversal
of an impairment loss is recognised immediately in the income
statement, 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.
1.10 Fixed asset
investments
Equity investments are measured at
fair value through profit or loss, except for those equity
investments that are not publicly traded
and whose fair
value cannot otherwise
be measured reliably, which
are recognised at cost less
impairment until a reliable measure of fair value becomes
available.
In the parent Company financial
statements, investments in subsidiaries are initially measured at
cost and subsequently measured at cost less any accumulated
impairment losses. The investments are assessed for impairment at
each reporting date and any impairment losses or reversals of
impairment losses are recognised immediately in profit or
loss.
A subsidiary is an entity
controlled by the Company. Control is the
power to govern the financial and operating policies of the entity
so as to obtain benefits from its activities.
1.11
Inventories
Raw materials, work in progress
and finished goods are stated at the lower of cost and estimated
selling price less costs to complete and sell. Cost comprises
direct materials, direct labour and an
appropriate proportion of variable and fixed overhead expenditure,
the latter being allocated on the basis of normal operating
capacity. Cost includes the reclassification from equity of any
gains or losses on qualifying cash flow hedges relating to
purchases of raw materials but excludes borrowing costs. Costs are
assigned to individual items of inventory on the basis of weighted
average costs. Costs of purchased inventory are determined after
deducting rebates and discounts.
At each reporting date, an
assessment is made for impairment. Any excess of the carrying
amount of inventories over its estimated selling price less costs
to complete and sell is recognised as an impairment loss in the
income statement. Reversals of impairment losses are also
recognised in the income statement.
The Group applies a number of key
judgements to its impairment calculations, including:
· Where inventories are used for research projects, these are
fully provided for;
· Inventories which have been owned for at least 18 months is
fully provided for;
· Any
opened and partially used packages of inventories with a residual
value of less than £1,000 are fully provided for;
· Any
other items which are close to or beyond the expiry date are
reviewed by laboratory management staff and considered whether
these can be used, then (where applicable) provided for.
1.12 Cash and cash
equivalents
Cash and cash equivalents are
basic financial assets and include cash in hand, deposits held at
call with financial institutions and other short-term, highly
liquid investments with original maturities of three months or less
that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value. Bank
overdrafts are shown within borrowings in current
liabilities.
1.13 Financial
instruments
Financial instruments are
recognised in the Group's statement of financial position when the
Group becomes party to the contractual provisions of the
instrument.
Financial assets and liabilities
are offset, and the net amounts presented
in the financial statements, when there is a legally enforceable
right to set off the recognised amounts
and there is an intention to settle on a net basis or to realise
the asset and settle the liability simultaneously.
Financial assets
Financial assets are recognised in
the Group's statement of financial position when the Group becomes
party to the contractual provisions of the instrument. Financial
assets are classified into specified categories, depending on the
nature and purpose of the financial assets.
The Group classifies its financial
assets in the following measurement categories:
· those to be measured subsequently at fair value (either
through Other comprehensive income (OCI) or through profit or
loss); and
· those to be measured at amortised cost.
Financial instruments are
classified as financial assets measured at amortised cost where the
objective is to hold these assets in order to collect contractual
cash flows, and the contractual cash flows are solely payments of
principal and interest. They arise principally from the provision
of goods and services to customers (e.g. trade receivables). They
are initially recognised at fair value plus transaction costs
directly attributable to their acquisition r issue, and are
subsequently carried at amortised cost using the effective interest
rate method, less provision for impairment where
necessary
Financial assets with embedded
derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal or
interest.
Debt
instruments
Subsequent measurement of debt
instruments depends on the Group's business model for managing the
asset and the cash flow characteristics of the asset. There are
three measurement categories into which the Group classifies its
debt instruments:
· Amortised cost: Assets that are held for collection of
contractual cash flows, where those cash flows represent solely
payments of principal and interest, are measured at amortised cost.
Interest income from these financial assets is included in finance
income using the effective interest rate method. Any gain or loss
arising on derecognition is recognised directly in profit or loss
and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as a
separate line item in the statement of profit or loss.
· Fair
value through other comprehensive income (FVOCI): Assets that are
held for collection of contractual cash flows and for selling the
financial assets, where the assets' cash flows represent solely
payments of principal and interest, are measured at FVOCI.
Movements in the carrying amount are taken through OCI, except for
the recognition of impairment gains or losses, interest income and
foreign exchange gains and losses, which are recognised in profit
or loss. When the financial asset is derecognised, the cumulative
gain or loss previously recognised in OCI is reclassified from
equity to profit or loss and recognised in other gains/(losses).
Interest income from these financial assets is included in finance
income using the effective interest rate method. Foreign exchange
gains and losses are presented in other gains/(losses), and
impairment expenses are presented as a separate line item in the
statement of profit or loss.
· Fair
value through profit or loss (FVPL): Assets that do not meet the
criteria for amortised cost or FVOCI are measured at FVPL. A gain
or loss on a debt investment that is subsequently measured at FVPL
is recognised in profit or loss and presented net within other
gains/(losses) in the period in which it arises.
Impairment of financial
assets
An impairment loss is recognised
for the expected credit losses on financial assets where there is
an increased probability that the counterparty will be unable to
settle an instrument's contractual cashflows on contractual due
dates, a reduction in the amounts expected to be recovered, or
both.
The probability of default and
expected amounts recoverable are assessed using reasonable, and
supportable past and forward-looking information that is available
without undue cost or effort. The expected credit loss on trade
receivables is a probability weighted amount determined from
grouping the receivables based on days overdue and making
assumptions based on historic information to allocate an overall
expected credit loss rate for each group.
Derecognition of financial
assets
Financial assets are derecognised
only when the contractual rights to the cash flows from the asset
expire or are settled, or when the Group transfers the financial
asset and substantially all the risks and rewards of ownership to
another entity, or if some significant
risks and rewards of ownership are retained but control of the
asset has transferred to another party that is able to sell the
asset in its entirety to an unrelated third party.
Financial liabilities
Financial liabilities are
recognised when the Group becomes a party to the contractual
provisions of the instruments.
Financial liabilities, including
borrowings, trade payables and other payables, are initially
measured at fair value net of transaction costs directly
attributable to the issuance of the financial liability. They are
subsequently measured at amortised cost using the effective
interest method. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium
payable on redemption, as well as any interest or coupon payable
while the liability is outstanding.
Derecognition of financial
liabilities
Financial liabilities are
derecognised when, and only when, the Group's obligations are
discharged, cancelled, or they expire.
1.14 Equity instruments
Equity instruments issued by the
Group are recorded at the proceeds received, net of direct issue
costs. Dividends payable on equity instruments are recognised as
liabilities once they are no longer at the discretion of the
Group.
1.15 Taxation
The income tax expense or credit
represents the sum of the tax currently payable or receivable on
the current period's taxable income or loss, based on the
applicable income tax rate for each jurisdiction, adjusted by
changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
Current
tax
The tax currently payable or
receivable is based on taxable profit or
loss for the period. Taxable profit differs from
net profit as reported in the profit and loss account because it
excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable
or deductible.
The Group's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the
reporting end date. Management periodically evaluates positions
taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. It establishes
provisions, where appropriate, on the basis of amounts expected to
be paid to the tax authorities.
Current tax assets and tax
liabilities are offset where the entity has a legally enforceable
right to offset and intends either to settle on a net basis, or to
realise the asset and settle the liability
simultaneously.
Deferred
tax
Deferred income tax is provided in
full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements. However, deferred
tax liabilities are not recognised if they arise from the initial
recognition of goodwill. Deferred income tax is also not accounted
for if it arises from initial recognition of an asset or liability
in a transaction other than a business combination that, at the
time of the transaction, affects neither accounting nor taxable
profit or loss. Deferred income tax is determined using tax rates
(and laws) that have been enacted or substantively enacted by the
end of the reporting period and are expected to apply when the
related deferred income tax asset is realised or the deferred
income tax liability is settled.
Deferred tax assets are recognised
only if it is probable that future taxable amounts will be
available to utilise those temporary differences and
losses.
Deferred tax liabilities and
assets are not recognised for temporary differences between the
carrying amount and tax bases of investments in foreign operations
where the Company is able to control the timing of the reversal of
the temporary differences and it is probable that the differences
will not reverse in the foreseeable future.
Deferred tax assets and
liabilities are offset where there is a legally enforceable right
to offset current tax assets and liabilities and where the deferred
tax balances relate to the same taxation authority.
1.16 Provisions
Provisions for legal claims,
service warranties and make good obligations are recognised when
the Group has a legal or constructive present obligation as a
result of a past event, it is probable that the Group will be required to settle that obligation and a
reliable estimate can be made of the amount of the obligation.
Provisions are not recognised for future operating
losses.
Where there are a number of
similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of
obligations as a whole. A provision is recognised even if the
likelihood of an outflow with respect to any one item included in
the same class of obligations may be small.
The amount recognised as a
provision is the management's best estimate of the consideration
required to settle the present obligation at the reporting end
date, taking into account the risks and uncertainties surrounding
the obligation. The discount rate used to determine the present
value is a pre-tax rate that reflects current market assessments of
the time value of money and the risks specific to the liability.
The increase in the provision due to the passage of time is
recognised as interest expense.
1.17 Employee benefits
Short-term
obligations
Liabilities for wages and
salaries, including non-monetary benefits, annual leave and
accumulating sick leave that are expected to be settled wholly
within 12 months after the end of the period in which the employees
render the related service are recognised in respect of employees'
services up to the end of the reporting period and are measured at
the amounts expected to be paid when the liabilities are settled.
The liabilities are presented as current employee benefit
obligations in the balance sheet.
Termination benefits are recognised immediately as an expense
when the Group is demonstrably committed to terminate the
employment of an employee or to provide termination
benefits.
Retirement
benefits
The Group operates a defined
contribution pension plan. Payments to the
defined contribution pension plan are charged as an expense as they
fall due.
Share-based
payments
Share-based compensation benefits
are provided to employees via the Aptamer Group EMI Share Option
Scheme and unapproved share options. Information relating to these
schemes is set out in note 34.
Employee
options
The fair value of options granted
under the Aptamer Group EMI Share Option Scheme and unapproved
share options is recognised as an employee benefits expense, with a
corresponding increase in equity. The total amount to be expensed
is determined by reference to the fair value of the options
granted:
· including any market performance conditions (e.g., the
entity's share price);
· excluding the impact of any service and non-market
performance vesting conditions (e.g., profitability, sales growth
targets and remaining an employee of the entity over a specified
time period); and
· including the impact of any non-vesting conditions (e.g., the
requirement for employees to save or hold shares for a specific
period of time).
The total expense is recognised
over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the end of
each period, the entity revises its estimates of the number of
options that are expected to vest based on the non-market vesting
and service conditions. It recognises the impact of the revision to
original estimates, if any, in profit or loss, with a corresponding
adjustment to equity.
1.18 Leases
On commencement of a contract
which gives the Group the right to use an asset for a period of
time in exchange for consideration, the Group recognises a
right-of-use asset and a lease liability unless the lease qualifies
as a 'short-term' lease (term is 12 months or less with no option
to purchase the lease asset) or a 'low-value' lease (where the
underlying asset is £4,000 or less when new).
Initial measurement of the lease liability
The lease liability is initially
measured at the present value of the lease payments during the
lease term, discounted using the interest rate implicit in the
lease, or the incremental borrowing rate if the interest rate
implicit in the lease cannot be readily determined.
To determine the incremental
borrowing rate, the Group:
· where possible, uses recent third-party financing received by
the individual lessee as a starting point, adjusted to reflect
changes in financing conditions since third-party financing was
received;
· uses
a build-up approach that starts with a risk-free interest rate
adjusted for credit risk for leases held by the Group, which does
not have recent third-party financing; and
· makes adjustments specific to the lease, e.g. term, country,
currency and security.
The lease is the non-cancellable
period of the lease plus extension periods that the Group is
reasonably certain to exercise and termination periods that the
Group is reasonably certain not to exercise.
Lease payments include fixed
payments, less any lease incentives receivable, variable lease
payments dependent on an index or a rate, amounts expected to be
payable by the Group under residual value guarantees and payments
of penalties for terminating the lease, if the lease term reflects
the Group exercising that option. Variable lease payments are
initially measured using the index or rate when the leased asset is
available for use. The cost of the right-of-use asset also includes
any provisions expected to be settled on termination of the
lease.
Subsequent measurement of the lease
liability
The lease liability is
subsequently increased for a constant periodic rate of interest on
the remaining balance of the lease liability and reduced for lease
payments.
Interest on the lease liability is
recognised in the income statement. Variable lease payments not
included in the measurement of the lease liability as they are not
dependent on an index or rate are recognised in the income
statement in the period in which the event or condition that
triggers those payments occurs.
When the lease liability is
remeasured due to changes arising from the original terms and
conditions of the lease, the corresponding adjustment is reflected
in the right-of-use asset, or income statement if the right-of-use
asset is already reduced to nil.
A lease modification that was not
part of the original terms and conditions of the lease is accounted
for as a separate lease or an adjustment to the lease liability
depending on the nature of the change.
1.19 Government grants
Government grants are recognised
at the fair value of the asset received or receivable when there is
reasonable assurance that the grant conditions will be met, and the
grants will be received.
A grant that specifies performance
conditions is recognised in income when the performance conditions
are met. Where a grant does not specify performance conditions it
is recognised in income when the proceeds are received or
receivable. A grant received before the recognition criteria is
satisfied is recognised as a liability.
Research and development
expenditure credits
Where the Group receives research
and development expenditure credits ("RDEC") it accounts for these
as government grant income within operating income as it more
closely aligns with grant income as opposed to a taxation credit.
The income is recognised on a systematic basis over the periods in
which the entity recognises expenses for the related costs for
which the grants are intended to compensate, under IAS 20
'Accounting for Government Grants and Disclosures'.
As well as receiving RDEC, the
Group also receives R&D tax credits on the development
expenditure it makes on the commercial projects it undertakes.
These taxation credits are considered to reflect enhanced tax
relief and as such are shown as a reduction in income tax or an
increase in receivables due from HM Revenue &
Customs
1.20 Foreign
exchange
Functional and presentation
currency
Items included in the financial
statements of each of the Group's entities are measured using the
currency of the primary economic environment in which the entity
operates ('the functional currency"). The consolidated financial
statements are presented in Great British Pounds sterling, which is
functional and presentation currency of each of the Group's
entities.
Transactions and
balances
Transactions in currencies other than functional currency are recorded at the rates of
exchange prevailing at the dates of the transactions. At each
reporting end date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates
prevailing on the reporting end date. Gains and losses arising on
translation in the period are recognised in the income
statement.
Foreign exchange gains and losses
that relate to borrowings are presented in the statement of profit
or loss, within finance costs. All other foreign exchange gains and
losses are presented in the statement of profit or loss on a net
basis within other gains/(losses).
Non-monetary items that are
measured at fair value in a foreign currency are translated using
the exchange rates at the date when the fair value was determined.
Translation differences on assets and liabilities carried at fair
value are reported as part of the fair value gain or loss. For
example, translation differences on non-monetary assets and
liabilities such as equities held at fair value through profit or
loss are recognised in profit or loss as part of the fair value
gain or loss, and translation differences on non-monetary assets
such as equities classified as at fair value through other
comprehensive income are recognised in other comprehensive
income.
1.21 Finance costs
Finance costs are expensed in the
period in which they are incurred. Interest paid is included under
financing activities in the statement of cash flows.
1.22 Earnings per share
Basic Earnings per share is
calculated by dividing the profit or loss for the year attributable
to the ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the
year.
Diluted Earnings per share is
calculated by dividing the profit or loss for the year attributable
to ordinary equity holders of the parent by the weighted average
number of ordinary shares that would be issued on conversion of all
the dilutive potential ordinary shares into ordinary shares.
Details of the calculations presented under this are given in note
14.
2
Adoption of new and
revised standards and changes in accounting
policies
In the current year, the following
new and revised standards and interpretations have been adopted by
the group and have an effect on the current period or a prior
period or may have an effect on future periods:
IFRS17 Insurance Contracts:
Withdrawal of IFRS4 Insurance Contracts
Amendments to IAS 12 'Income
Taxes: Deferred tax relating to assets and liabilities arising from
a single transaction
Amendments to IFRS 10 19 and IAS
28: Sale or contribution of assets between an investor and its
associate or joint venture
Amendments to IAS 1 and IFRS
Practice Statement 2: Disclosure of accounting policies
Amendments to IAS 8: Definition of
an accounting estimate
Amendments to IAS 12 'Income
Taxes': International tax reform - Pillar Two Model
Rules
Standards which are in issue but not yet
effective
At the date of authorisation of
these financial statements, the following standards and
interpretations, which have not yet been applied in these financial
statements, were in issue but not yet effective (and in some cases
had not yet been adopted by the UK Endorsement Board).
Amendments to IAS 1 'Presentation
of Financial Statements': Non-current liabilities with
covenants
Amendments to IAS 1 'Presentation
of Financial Statements': Classification of liabilities as current
or non-current
Amendments to IAS 7 and IFRS 7:
Supplier finance arrangements
IFRS S1 'General Requirements for
Disclosure of Sustainability-related Financial Information' and
IFRS S2 'Climate-related disclosures' :1 January 2025
Amendments to IAS 21 to clarify
lack of exchangeability: 1 January 2025
Amendments to IFRS 7 and IFRS 9:
Classification and measurement of financial instruments: 1 January
2026.
IFRS 18 'Presentation and
Disclosure in Financial Statements': 1 January 2027
IFRS 19 'Subsidiaries without
public accountability': 1 January 2027
Effective dates refer to periods
commencing on or after this date. The Group's reported financial
results are not expected to be materially affected by any standard.
However, the presentation and disclosure of its results are
expected to be impacted by the adoption of IFRS S1 and IFRS 18
which are both predominantly disclosure-only standards. Given this
impacts only disclosures, the Directors do not expect there to be
an impact on the reported profits or net assets of the Group from
adopting these standards. As these are disclosure-led standards,
the Directors have not presented a list of impacts on the financial
statements.
3 Judgements and
key sources of estimation uncertainty
In the application of the Group's
accounting policies, the Directors are required to make judgements,
estimates and assumptions about the carrying amount of assets and
liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates, judgements, and
underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the period in which the
estimate is revised, if the revision affects only that period, or
in the period of the revision and future periods if the revision
affects both current and future periods.
Estimates and judgements are
continually evaluated and are based on historical experience and
other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The estimates and judgements that
have a significant risk of causing a material adjustment to the
carrying amount of assets and liabilities within the next financial
year are addressed below.
(i) Recognition of revenue from
multiple element contracts, and revenue
recognition
Management uses judgement in
determining the fair value of multiple element contracts in order
to appropriately recognise the revenue attributable to each
element, which may be based on contractual terms or (for bundled
contracts) the standalone selling price that would be attributed to
each service.
For revenues recognised over time,
the value of revenue recognised in the period is dependent on an
assessment of work to completion.
(ii) Impairment of trade and other
receivables
The Group makes an estimate of the
recoverable value of trade and other receivables. When assessing
impairment of trade and other receivables, management considers
factors including the credit rating of the receivable, the ageing
profile of receivables and historical experience. As at 30 June
2024 the provision for trade receivables impairment amounted to
£nil (2023: £nil).
(iii) Impairment of investments and recoverability of
intercompany loans (Company only)
Interests in subsidiary
undertakings are reviewed annually to assess whether there is
objective evidence to indicate that either the carrying value of
interests are impaired or impairments recognised in prior periods
require to be reversed. Recoverable value of the subsidiary
undertaking is estimated as the higher of value-in-use or fair
value less cost of disposal. Fair value is based on net assets and
incorporates adjustments to reflect the fair market value. See note
19 for the carrying amount of the investments.
Management further utilises
judgement when assessing the recoverability of intercompany loans
using the expected credit loss method in accordance with the
requirements of IFRS 9 'Financial Instruments'. Based on these
forecasts, all receivables have been fully provided for at 30 June
2024.
(iv) Impairment of non-monetary assets
Product development and
registration costs are recognised at historical cost and are
amortised on a straight-line basis over their useful life, which is
typically up to 15 years. In the case of registration costs
where the asset is not in use, amortisation commences from the date
of grant.
The Group assesses these assets,
and all other non-monetary assets including property, plant and
equipment and right-of-use assets, for impairment on an annual
basis by comparing the carrying value of the single cash-generating
unit ("CGU") with the recoverable amount, the recoverable amount
being based on an assessment of the CGU's value-in-use. The
Group uses discounted cashflows from the CGU to determine the
value-in-use. The Group sensitises these results and determines if
there is an impairment of the non-monetary assets. Further details
are provided in notes 5, 16, 17 and 18.
(v) Share-based payments
Valuation of share-based payments
requires assumptions about the achievement of non-market conditions
including staff retention and target achievement and the number of
options that will vest. If actual performance is different from
these assumptions, costs recorded in future periods will be
different from expectations and will include revisions to amounts
recognised so far. Details of the key inputs and assumptions are
provided in note 34.
(vi) Sublet assets
The Group and Company have sublet
part of a right-of-use asset during the year on an operating lease.
The portion let is not separable from the right-of-use asset and
therefore the Group has continued to classify this as a
right-of-use asset at cost less depreciation, despite the sublet
portion otherwise meeting the definition of an investment
property.
4
Revenue
Group revenue analysed by class of business
The Group represents a single
operating segment being research and experimental development of
biotechnology.
Group revenue analysed by geographical
market
Revenue recognised in the income
statement is analysed by geographical market as follows:
|
2024
£'000
|
2023
£'000
|
United Kingdom
|
143
|
427
|
Europe
|
14
|
134
|
United States of America
|
593
|
1,026
|
Rest of the World
|
110
|
165
|
|
860
|
1,752
|
All assets are located in, and
services delivered from, the United Kingdom.
An analysis of revenue by customer
is set out in the table below:
|
2024
£'000
|
2023
£'000
|
Customer A
|
271
|
-
|
Customer B
|
62
|
-
|
Customer C
|
75
|
-
|
Customer D
|
101
|
400
|
Customer E
|
-
|
236
|
Customer F
|
-
|
216
|
All other customers
|
351
|
900
|
|
860
|
1,752
|
During the year the Group
recognised revenue from performance obligations satisfied during
the year. All of the Group's contracts are for the delivery of
service within the next 12 months for which the practical expedient
in paragraph 121(a) of IFRS 15 applies. The entire revenue of the
Group relates to its contracts with customers.
5 Impairments
During the year
the following impairments have been recognised in the Income
Statement:
|
Note
|
2024
£'000
|
2023
£'000
|
Inventories
|
21
|
-
|
181
|
Total impairment expense charged to cost of
sales
|
|
-
|
181
|
|
|
|
|
|
Note
|
2024
£'000
|
2023
£'000
|
Property, plant and equipment
(specific)
|
17
|
-
|
259
|
Intangible assets
(specific)
|
16
|
-
|
80
|
Impairment of cash-generating
unit
|
|
-
|
2,262
|
Total impairment expense charged to administrative
costs
|
|
-
|
2,601
|
Details of the impairment of property, plant and
equipment on a specific basis is provided in note 17.
As a result of the ongoing trading
conditions of the Group as at the previous year end, combined with
the well-publicised risks to viability ahead of the fundraise in
August 2023, the Directors reviewed the carrying value of the
cash-generating unit ("CGU") in light of the condition. As a
result, an impairment was recognised across all non-monetary assets
of the Group's single CGU, allocated first to specific intangible
assets which are not ongoing, and subsequently pro-rated across the
carrying value of all relevant assets.
An impairment review has been
performed in the current year, detailed in note 16, which has
concluded that there is no adjustment (either increased impairment,
or reversal of impairment) required as at 30 June 2024.
6 Operating
loss
Operating loss is stated after
charging:
|
2024
£'000
|
2023
£'000
|
Employee remuneration (note
10)
|
2,059
|
3,264
|
Share-based payment
expenses
|
49
|
84
|
Amortisation of intangible assets
(note 16)
|
13
|
44
|
Impairment of intangible assets
(notes 5 & 16)
|
-
|
280
|
Depreciation of property, plant and
equipment (note 17)
|
151
|
401
|
Impairment of property, plant and
equipment (notes 5 & 17)
|
-
|
1,609
|
Depreciation of right-of-use assets
(note 18)
|
81
|
355
|
Impairment of right-of-use assets
(notes 5 & 18)
|
-
|
712
|
Research and development expenses
(excluding R&D staff costs)
|
317
|
474
|
Raw materials and consumables
used
|
169
|
1,212
|
Impairment of inventories charged as
cost of sales (note 5)
|
-
|
181
|
|
|
|
All depreciation, amortisation and impairment are
included in administrative expenses.
7 Other operating
income
|
2024
£'000
|
2023
£'000
|
Government grants
|
81
|
3
|
Rent
|
46
|
-
|
|
127
|
3
|
The Group received funding from government grant
schemes and has complied with the conditions of the funding
throughout the year.
Rent includes service charge of
£22,000.
Rent is received from a sublease
of a surplus portion of the group's premises. Risk has been managed
by requiring a written sublease including normal conditions
regarding use and condition of the property.
8
Auditors' remuneration
Fees payable to
the Group's auditors and associates:
|
2024
£'000
|
2023
£'000
|
For
audit services
|
|
|
Audit of the financial statements of
the Group and Company
|
54
|
72
|
|
|
|
9 Alternative Performance
Measures
The Directors have used an
Alternative Performance Measure ("APM") in the preparation of these
financial statements. The consolidated income statement has
presented adjusted earnings before interest, tax, depreciation, and
amortisation ("Adjusted EBITDA"), which removes non-cash items
including depreciation, amortisation, and share-based payments
which are not relevant to the underlying cash generation of the
business.
The Directors have presented this
APM because they feel it most suitably represents the underlying
performance and cash generation of the business, and allows
comparability between the current and comparative period in light
of the changes in the business, and will allow an ongoing trend
analysis of this performance based on current plans for the
business.
10 Employees
The average monthly number of
persons (including Directors) employed by the Group and Company
during the year was:
|
2024
Number
|
2023
Number
|
Administration and
support
|
9
|
13
|
Production
|
21
|
29
|
Research and development
|
3
|
4
|
Sales
|
5
|
8
|
|
38
|
54
|
Their aggregate remuneration
comprised:
|
2024
£'000
|
2023
£'000
|
Wages and salaries
|
1,812
|
2,878
|
Social security costs
|
218
|
347
|
Other pension costs
|
29
|
39
|
Short-term staff
compensation
|
2,059
|
3,264
|
Share-based payment
charge
|
49
|
84
|
Staff costs charged to income statement
|
2,108
|
3,348
|
11 Directors'
remuneration
Information about emoluments paid
to Directors, including the highest paid Director, have been
included in the Remuneration Committee report shown in the Annual
Report.
12 Finance costs and
investment income
|
2024
£'000
|
|
2023
£'000
|
Interest on financial liabilities measured at amortised
cost
|
|
|
|
Bank interest and charges
|
1
|
|
2
|
Other interest on financial
liabilities
|
6
|
|
7
|
|
77
|
|
9
|
Other finance costs
|
|
|
|
Interest payable on lease
liabilities
|
74
|
|
125
|
Foreign exchange loss
|
-
|
|
7
|
Total finance costs
|
81
|
|
141
|
|
|
|
|
Refer to notes 25 and 26 for more details on the Group's outstanding
borrowings and leases.
|
2024
£'000
|
2023
£'000
|
Investment revenue
|
|
|
Bank interest
|
24
|
-
|
|
|
|
13 Taxation
|
2024
£'000
|
2023
£'000
|
Current tax
|
|
|
UK corporation credit on loss for
the current year/period
|
(192)
|
(473)
|
Adjustments in respect of prior
periods
|
9
|
11
|
Deferred tax
|
|
|
Origination and reversal of timing
differences
|
7
|
-
|
Adjustments in respect of prior
periods
|
(7)
|
-
|
Total tax credit
|
(183)
|
(462)
|
|
|
|
The actual credit for the year can
be reconciled to the expected credit for the year based on the
profit or loss and the standard rate of tax as follows:
|
2024
£'000
|
2023
£'000
|
Loss before taxation
|
(3,141)
|
(8,298)
|
|
|
|
Expected tax credit based on the
standard rate of corporation tax in the UK of 25% (2023:
20.5%)
|
(785)
|
(1,701)
|
Expenses that are not deductible in
determining taxable profit
|
11
|
59
|
Research and development tax
relief
|
(414)
|
(388)
|
Surrender of tax losses for R&D
tax credit refund
|
480
|
243
|
Deferred tax asset not
recognised
|
406
|
1,347
|
Adjustments in respect of prior
periods
|
1
|
11
|
Other adjustments
|
118
|
(33)
|
Taxation credit in the financial
statements
|
(183)
|
(462)
|
|
|
|
The UK corporation tax rate was
19% until 31 March 2023 and 25% thereafter. In the disclosure above
a hybrid rate of 20.5% has been used in the prior year to pro-rate
this change.
Deferred tax balances at the
reporting date are measured at 25% (2023: 25%).
As at 30 June 2024 the Group had
unrelieved tax losses of approximately £11,384,000 (2023:
£9,033,000). A deferred tax asset has not been recognised in
respect of these losses. Further details are given in note
28.
14 Earnings per
share
|
2024
|
2023
|
Basic loss per share
|
0.71p
|
11.35p
|
Diluted loss per
share
|
0.71p
|
11.35p
|
Loss for the year
|
£2,958,000
|
£7,836,000
|
Weighted average number of ordinary
shares used as the denominator in calculating the basic/diluted
loss per share
|
415,107,581
|
69,055,369
|
|
|
|
The loss attributable to equity
holders (holders of ordinary shares) of the Company for the purpose
of calculating the fully diluted loss per share is identical to
that used for calculating the loss per share. The exercise of share
options would have the effect of reducing the loss per share and is
therefore anti-dilutive under the terms of IAS 33 "Earnings per
Share".
15 Dividends
No dividends were paid during the
current or prior year, and no final dividends are proposed to be
declared subsequent to the year end.
16 Intangible
assets
|
|
|
Product development &
registrations
£'000s
|
Software
£'000s
|
Total
£'000s
|
Cost
|
|
|
|
|
At 1 July 2022
|
|
390
|
-
|
390
|
Additions - internally
generated
|
|
53
|
-
|
53
|
At 30 June 2023
|
|
443
|
-
|
443
|
Additions - internally
generated
|
|
70
|
-
|
70
|
Additions - acquired
|
|
-
|
38
|
38
|
At 30 June 2024
|
|
513
|
38
|
551
|
|
|
|
|
|
Accumulated amortisation
|
|
|
|
|
At 1 July 2022
|
|
49
|
-
|
49
|
Charge for the period
|
|
44
|
-
|
44
|
Impairment
|
|
280
|
-
|
280
|
At 30 June 2023
|
|
373
|
-
|
373
|
Charge for the year
|
|
11
|
2
|
13
|
At 30 June 2024
|
|
384
|
2
|
386
|
|
|
|
|
|
Carrying amount
|
|
|
|
|
At 30 June 2024
|
|
129
|
36
|
165
|
|
|
|
|
| |
Development costs capitalised are
in relation to the generation of intellectual property and the
patenting of such intellectual property, some of which are pending
and thus not currently being amortised. As at the year end, £75,000
(2023 - £31,000) of patents are pending and not yet being
amortised.
The Directors prepare forecasts
which show the projected growth of the business and use of these
assets, which forms a key part of the Group's future strategy. The
forecasts include an assessment of the likely commercialisation of
the technology based on current demand and anticipated market
growth strategies, profiled on a discounted cash flow basis which
is further probability weighted for certain sensitivities around
key forecasts and the timing of these. This approach is consistent
with the review performed in the previous year.
As a result of this cashflow
forecast, and ongoing trading conditions prevalent at the previous
year end, the Directors recognised an impairment at 30 June 2023 as
explained in note 5. An impairment review at 30 June 2024
identified no further impairment; this showed that the cashflow
forecasts on a cautious basis continue to approximate to the
carrying value of the CGU, and were also substantially aligned with
the previous year. As a result, no adjustment has been made to the
carrying value of the CGU, either in respect of a new impairment or
reversing the previous year's impairment charge.
In the prior year, the impairment
expense was allocated across all non-monetary assets of the CGU,
including property, plant and equipment, and right-of-use
assets.
The forecasts used in the previous
year were for a specific period of 1 year, subsequently growing at
25% per annum. In the current year the forecasts include specific
growth rates between 0% and 25% annualised, which are factored into
the 15 year life on a specific basis. As each project covers a
defined term in the event of commercialisation, this has been
predicated on a specific basis beyond the 5 year window suggested
by IAS 36 on the grounds that this gives a more reliable and risk
adjusted expectation than a perpetuity model, and also includes
long term growth rates for revenue and costs on a specific basis.
More detailed analysis is not provided as to do so may be
commercially sensitive.
The key unobservable input to the
model was:
· A
pre-tax discount rate of 32.30% (2023- 34.50%), equating to a
post-tax discount rate of 25.30% (2023 - 25.80%).
The main forecasts assumed the
going concern status of the Group through anticipated trading
following a new fundraising round (as explained in note 39), and
its planned use of funds. This fundraise was completed in July and
August 2024, which then secured the Group's status as a going
concern. As the fundraise successfully completed, management
prepared two scenarios addressing successful and unsuccessful
completion of the fundraise, which was consistent with the
equivalent fundraise and impairment review as at 30 June
2023.
A weighting of 70:30 (2023 -
75:25) in favour of successful completion of the fundraise was
applied in calculating the value in use of the CGU. In the current
year, as the focus was on projects the successful route was further
split into two additional forecasts for timing of these
risk-adjusted projects commencing. The forecast for 2024 also
reflected the risk to the timing and included a probability
weighting of 50% for the original forecast and 50% for an
alternative in which all income occurs one year later. If this
alternative happens the value in use of the CGU will be reduced to
£nil.
The Directors considered
sensitivities to revenue and discount rate in the cashflow forecast
and the weighting applied between successful and unsuccessful
fundraise post period end. If forecasted revenue in the cashflow
forecast was reduced by more than 4.8% (2023 - 8%), this would
result in a further impairment charge of £734,000 (2023 -
£791,000), which would reduce the value in use of the CGU to
£nil. If weighting in favour of successful completion of the
post period end fundraise was reduced to 52.1:47.9 (2023 - 50:50),
this would result in an additional impairment of £734,000 (2023 -
£650,000). If the post-tax discount rate was increased by 10%
to 35.30% (2023 - 35.80%) then this would result in an additional
impairment of £734,000 (2023 - £645,000).
Cashflow projections have been
produced for a 15 year period because this is a prudent estimate of
the expected product life cycle. No terminal values or perpetuity
growth factors have been considered.
The Directors are confident that
the value of the CGU as at the date of approval of the financial
statements is significantly in excess of the carrying value as at
30 June 2024, as a result of the removal of the uncertainty
relating to the 2024 fundraising event. However this value has not
been quantified, and cannot be utilised for the purpose of
impairment testing as at 30 June 2024 under the requirements of IAS
36.
Further, the Directors are
confident that the carrying value of the CGU has the potential to
be significantly in excess of that recognised as probabilities used
for each project are considered cautious. If any uncertainties
around the timing and completion of projects are closed positively
then the forecasts present an outcome significantly in excess of
the carrying value of the CGU.
17
Property, plant and
equipment
|
Leasehold
improvements
£'000
|
Other property, plant and
equipment
|
Fixtures,
fittings and
equipment
|
Total
|
|
Cost
|
£'000
|
£'000
|
£'000
|
|
At 1 July 2022
|
-
|
908
|
40
|
948
|
|
Additions
|
1,603
|
363
|
9
|
1,975
|
|
Disposals
|
-
|
(31)
|
(5)
|
(36)
|
|
Transfers
|
-
|
217
|
-
|
217
|
|
At 30 June 2023
|
1,603
|
1,457
|
44
|
3,104
|
|
|
|
|
|
|
|
Additions
|
4
|
8
|
2
|
14
|
|
Disposals
|
-
|
-
|
(10)
|
(10)
|
|
At 30 June 2024
|
1,607
|
1,465
|
36
|
3,108
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
At 1 July 2022
|
-
|
444
|
21
|
465
|
|
Charge for the year
|
270
|
126
|
5
|
401
|
|
Disposals
|
-
|
(31)
|
(5)
|
(36)
|
|
Impairment
|
988
|
604
|
17
|
1,609
|
|
Transfers
|
-
|
104
|
-
|
104
|
|
At 30 June 2023
|
1,258
|
1,247
|
38
|
2,543
|
|
|
|
|
|
|
|
Charge for the year
|
99
|
52
|
-
|
151
|
|
Disposals
|
-
|
-
|
(10)
|
(10)
|
|
Impairment
|
-
|
-
|
-
|
-
|
|
Transfers
|
-
|
-
|
-
|
-
|
|
At 30 June 2024
|
1,357
|
1,299
|
28
|
2,684
|
|
|
|
|
|
|
|
|
Carrying amount
|
|
|
|
|
|
At 30 June 2024
|
250
|
166
|
8
|
424
|
|
At 30 June 2023
|
345
|
210
|
6
|
561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Transfers represent a
reclassification from right-of-use assets where the underlying
lease has completed, with the assets being purchased and having
remaining useful life.
The impairment reflects one floor
of the Group's head office, where ongoing trading conditions mean
that the space is not being fully utilised.
18 Right-of-use
assets
Group
|
Buildings
|
Plant and
machinery
|
Total
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
At 1 July 2022
|
1,225
|
427
|
1,652
|
Transfers
|
-
|
(217)
|
(217)
|
At 30 June 2023
|
1,225
|
210
|
1,435
|
|
|
|
|
Additions
|
-
|
108
|
108
|
Disposals
|
(212)
|
-
|
(212)
|
At 30 June 2024
|
1,013
|
318
|
1,331
|
Depreciation
|
|
At 1 July 2022
|
231
|
81
|
312
|
Charge for the year
|
217
|
138
|
355
|
Transfers
|
-
|
(104)
|
(104)
|
Impairments
|
641
|
71
|
712
|
At 30 June 2023
|
1,089
|
186
|
1,275
|
|
|
|
|
Charge for the year
|
42
|
39
|
81
|
Disposals
|
(212)
|
-
|
(212)
|
At 30 June 2024
|
919
|
225
|
1,144
|
|
|
|
Carrying amount
|
|
|
|
At 30 June 2024
|
94
|
93
|
187
|
At 30 June 2023
|
136
|
24
|
160
|
|
|
|
|
|
|
|
|
| |
Transfers in the previous year
represent a reclassification to property, plant and equipment where
the underlying lease has completed, with the assets being purchased
and having remaining useful life.
Included within Buildings is
property formerly used by the Group but now sublet to a third
party. The sublease is an operating lease and covers part of the
remaining period to which the Group is entitled to use the property
under the headlease. Details of rent receivable during the current
period are provided in note 7.
19
Investments
Investment in subsidiaries
|
Company
Investments other than
loans
£'000
|
|
Cost
|
|
|
At
1 July 2023
Transfers
At
30 June 2024
|
418
-
418
|
|
|
|
|
Provision for impairment
|
|
|
At 1 July 2023
Transfers
|
215
-
|
|
Charge in the year
|
-
|
|
At
30 June 2024
|
215
|
|
|
|
|
Carrying amount
|
|
|
At
30 June 2024
|
203
|
|
At 30 June 2023
|
203
|
|
Details of the subsidiaries can be
found in note 20. The Directors believe
that the carrying value of investments is supported by their
underlying assets.
20 Subsidiaries
Details of the Company's
subsidiaries at 30 June 2024 are as follows:
Name of undertaking
|
Registered office
|
Nature of
business
|
Class of
shares held
|
% Held
|
|
|
|
|
|
Direct
|
Aptamer Solutions Limited
|
Windmill House, Innovation Way,
York, YO10 5BR
|
Research
and development
|
Ordinary
|
|
100
|
Aptamer Therapeutics
Limited
|
Windmill House, Innovation Way,
York, YO10 5BR
|
Non-trading
|
Ordinary
|
|
100
|
Aptamer Diagnostics
Limited
|
Windmill House, Innovation Way,
York, YO10 5BR
|
Non-trading
|
Ordinary
|
|
100
|
Aptasort Limited
(non-trading))
|
Windmill House, Innovation Way,
York, YO10 5BR
|
Dormant
|
Ordinary
|
|
100
|
Each trading entity is a trading
division of the Group and offers commercial services to
customers.
21 Inventories
|
2024
£'000
|
2023
£'000
|
2024
£'000
|
2023
£'000
|
Raw materials and
consumables
|
119
|
204
|
-
|
-
|
Inventories are stated after
provision for impairment of £181,000 (2023: £181,000).
Details of amounts charged to the
Income Statement are provided in note 6. Inventories are charged to
cost of sales when materials are consumed or contractual
commitments are complete.
22
Trade and other
receivables
|
|
2024
£'000
|
2023
£'000
|
Amounts falling due within one year:
|
|
|
|
Trade receivables
|
|
110
|
356
|
Allowance for expected credit
losses
|
|
-
|
-
|
Trade receivables - net
|
|
110
|
356
|
Other receivables
|
|
66
|
145
|
Accrued income
|
|
101
|
-
|
Prepayments
|
|
162
|
177
|
|
|
439
|
678
|
Amounts falling due after more than one
year:
|
|
|
|
Other receivables
|
|
373
|
373
|
|
|
373
|
373
|
|
|
|
|
The Directors consider that the
carrying value of trade and other receivables is approximately
equal to their fair value.
The Group's trade receivables have
been reviewed for expected credit losses. Allowances have been made
at the year end amounting to £nil (2023 - £nil), with movements on
the allowances for doubtful debts as follows:
|
|
2024
£'000
|
2023
£'000
|
Balance at 1 July 2023
|
|
56
|
-
|
Allowance for doubtful debts and
accrued income
|
|
-
|
331
|
Release of irrecoverable
debts
|
|
(56)
|
(275)
|
Balance at 30 June 2024
|
|
-
|
56
|
The expected credit loss provision
fully relates to accrued income, which is included within 'other
receivables' in the above table.
The calculation of expected credit
losses for trade receivables at 30 June 2024 was determined as
follows:
|
Current
|
Less
than 3 months
|
3 to 6
months
|
More
than 6 months
|
Total
|
Expected credit loss
rate
|
0.25%
|
0.5%
|
1.0%
|
100.0%
|
|
Gross carrying amount of trade
receivables (£'000)
|
90
|
-
|
20
|
-
|
110
|
Gross carrying amount of accrued
income (£'000) (*)
|
70
|
15
|
-
|
-
|
85
|
Expected credit loss
(£'000)
|
-
|
-
|
-
|
-
|
-
|
* This is stated net of £16,000 of
government grants which are included within accrued income, but
excluded from the calculation of expected credit losses as
non-commercial in nature.
The calculation of expected credit
losses for trade receivables at 30 June 2023 was determined as
follows:
|
Current
|
Less
than 3 months
|
3 to 6
months
|
More
than 6 months
|
Total
|
Expected credit loss
rate
|
0.25%
|
0.5%
|
1.0%
|
100.0%
|
|
Gross carrying amount of trade
receivables (£'000)
|
324
|
32
|
-
|
-
|
356
|
Gross carrying amount of accrued
income (£'000)
|
-
|
-
|
-
|
56
|
56
|
Expected credit loss
(£'000)
|
1
|
-
|
-
|
56
|
57
|
On the grounds that the above
calculation is trivial, no expected credit loss has been provided
against trade receivables for at the current or comparative
reporting period end date.
23
Current trade
and other payables
|
Notes
|
2024
£'000
|
2023
£'000
|
Trade payables
|
|
452
|
656
|
Other taxation and social
security
|
|
56
|
85
|
Other payables
|
|
79
|
8
|
Amounts owed to group
undertakings
|
|
-
|
-
|
Accruals
|
|
304
|
463
|
Deferred income
|
|
136
|
117
|
|
|
1,027
|
1,329
|
The carrying amount of these
liabilities approximates to their fair value. Deferred income
relates to amounts outstanding under existing customer contracts
where the delivery of service has not been completed at the
reporting date.
24
Non-current
trade and other payables
|
Notes
|
2024
£'000
|
2023
£'000
|
Deferred income
|
|
3
|
7
|
|
|
3
|
7
|
Deferred income represents
government grants where amounts to which the Group has an
unconditional right are being recognised over a period of time
related to an underlying asset.
25 Borrowings
The contractual terms of the
Group's interest-bearing loans and borrowings are as
follows:
|
|
2024
£'000
|
2023
£'000
|
Current
|
|
|
|
Other loans
|
|
38
|
50
|
|
|
38
|
50
|
Non-current
|
|
|
|
Other loans
|
|
9
|
19
|
|
|
9
|
19
|
|
|
|
|
|
|
|
| |
Security of
borrowings
Other loans represents a
bounce-back loan of £19,000 (2023 - £29,000) which is repayable in
fixed instalments until 2026. The loan is not secured. It also
represents £28,000 (2023 - £40,000) of financing which is secured
against assets which have been acquired and subsequently had
funding raised against them. All interest rates payable are on an
arm's length basis.
26
Lease
liabilities
Group and parent company
|
2024
£'000
|
2023
£'000
|
Maturity analysis -
contractual undiscounted cash flows
|
|
|
Within one year
|
271
|
334
|
Years two to five
inclusive
|
595
|
828
|
After five years
|
-
|
-
|
Total undiscounted lease
liabilities
|
866
|
1,162
|
Future finance charges
|
(96)
|
(153)
|
Discounted lease
liabilities
|
770
|
1,009
|
Consisting of:
|
|
|
Non-current
|
555
|
745
|
Current
|
215
|
264
|
Total discounted lease liabilities
|
770
|
1,009
|
Amounts of right-of-use assets
recognised and the movements during the year are disclosed in note
18.
The total cash outflow for leases
during the year was £421,000 (2023: £193,000).
27 Provisions for
liabilities
|
2024
£'000
|
2023
£'000
|
Dilapidations
|
35
|
35
|
|
35
|
35
|
|
|
|
Movements on
provisions:
|
2024
£'000
|
2023
£'000
|
Dilapidations
|
|
|
At 1 July
|
35
|
35
|
Additional provisions
|
-
|
-
|
At
30 June
|
35
|
35
|
|
|
|
A provision was made in a prior
period by the Directors to cover the expected contractual
commitments on termination of the licence agreement to occupy the
premises where the Group is based.
28 Deferred tax
liabilities
No deferred tax balances were
recognised in the prior year. The following are the major deferred
tax liabilities and assets recognised by the Group and movements
thereon during the current reporting period:
|
ACA's
£'000
|
Tax losses
£'000
|
Lease
assets
£'000
|
Lease
liabilities
£'000
|
Short-term
£'000
|
Total
£'000
|
Deferred tax liability/(asset) at
1 July 2023 as previously reported
|
6
|
(6)
|
-
|
-
|
-
|
-
|
Revision required by amendment to
IAS 12
|
212
|
-
|
40
|
(252)
|
-
|
-
|
Deferred tax liability/(asset) at
1 July 2023 as restated
|
218
|
(6)
|
40
|
(252)
|
-
|
-
|
Deferred tax movement in the year
|
|
|
|
|
|
|
Charge/(credit) to profit or
loss
|
1
|
(87)
|
37
|
60
|
(11)
|
|
Change in tax rates
|
-
|
-
|
-
|
-
|
-
|
-
|
Deferred tax liability/(asset) at
30 June 2024
|
219
|
(93)
|
77
|
(192)
|
(11)
|
-
|
|
ACA's
£'000
|
Tax losses
£'000
|
Lease
assets
£'000
|
Lease
liabilities
£'000
|
Total
£'000
|
Deferred tax liability/(asset) at
1 July 2022 as previously reported
|
-
|
-
|
-
|
-
|
-
|
Revision required by amendment to
IAS 12
|
(18)
|
-
|
335
|
(317)
|
-
|
Deferred tax liability/(asset) at
1 July 2022 as restated
|
-
|
-
|
335
|
(317)
|
-
|
Deferred tax movement in the year
|
|
|
|
|
|
Charge/(credit) to profit or
loss
|
236
|
(6)
|
(295)
|
65
|
-
|
Change in tax rates
|
-
|
-
|
|
|
-
|
Deferred tax liability/(asset) at
30 June 2023
|
218
|
(6)
|
40
|
(252)
|
-
|
As at 30 June 2024, the Group had
unrecognised tax losses of approximately £11,384,000 (2023:
£9,033,000). A deferred tax asset of £2,846,000 at 25% (2023:
£2,258,000 at 25%) has not been recognised in respect of these
losses due to uncertainty of timing of taxable profits.
29
Cash and cash
equivalents
|
2024
£'000
|
2023
£'000
|
Cash and cash
equivalents
|
870
|
234
|
|
|
|
30 Financial risk
management
The Group's financial instruments
comprise cash, receivables and payables held at amortised cost that
arise from its operations.
The Group is exposed to financial
risks on these financial instruments. The Group's risk management
is coordinated by its Directors who focus actively on securing the
Group's short to medium term cash flows through regular reviews of
the operating activities of the business. The Group does not
actively engage in the trading of financial assets for speculative
purposes, nor does it write options. The most significant financial
risks to which the Group is exposed are described below.
Liquidity
risk
Management control and monitor the
Group's cash flow on a regular basis, including forecasting future
cash flows, available bank and other credit facilities in
comparison to the Group's outstanding commitments on a regular
basis to ensure that the Group has sufficient funds to meet the
obligations of the Group as they fall due. Having regard to the
visibility of sales, the cash forecasts are regularly reviewed and
cover alternative income scenarios.
The undiscounted contractual
maturity of the Group's financial liabilities at the end of the
reporting period was as follows:
Year ended 30 June 2024
|
Within 3 months
£'000
|
3-12 months
£'000s
|
1-2 years
£'000
|
2-5 years
£'000s
|
Over 5
years
£'000
|
Total
|
Trade and other
payables
|
835
|
-
|
-
|
-
|
-
|
835
|
Loans
|
30
|
8
|
9
|
-
|
-
|
47
|
Leases
|
87
|
184
|
345
|
250
|
-
|
866
|
Total financial
liabilities
|
952
|
192
|
354
|
250
|
-
|
1,748
|
The undiscounted contractual
maturity analysis of the Group's financial assets at the end of the
reporting period was as follows:
Year ended 30 June 2024
|
Within 3 months
£'000
|
3-12 months
£'000s
|
1-2 years
£'000
|
2-5 years
£'000s
|
Over 5
years
£'000
|
Total
|
Trade and other
receivables
|
549
|
-
|
-
|
-
|
-
|
549
|
Accrued income
|
101
|
-
|
-
|
-
|
-
|
101
|
Cash
|
870
|
-
|
-
|
-
|
-
|
870
|
Total financial assets
|
1,520
|
-
|
-
|
|
-
|
1,520
|
The undiscounted contractual
maturity of the Group's financial liabilities at the end of the
previous period was as follows:
Year ended 30 June 2023
|
Within 3 months
£'000
|
3-12 months
£'000s
|
1-2 years
£'000
|
2-5 years
£'000s
|
Over 5
years
£'000
|
Total
|
Trade and other
payables
|
1,177
|
-
|
-
|
-
|
-
|
1,177
|
Loans
|
13
|
38
|
19
|
-
|
-
|
70
|
Leases
|
31
|
303
|
311
|
517
|
-
|
1,162
|
Total financial
liabilities
|
1,221
|
341
|
330
|
517
|
-
|
2,409
|
The undiscounted contractual
maturity analysis of the Group's financial assets at the end of the
reporting period was as follows:
Year ended 30 June 2023
|
Within 3 months
£'000
|
3-12 months
£'000s
|
1-2 years
£'000
|
2-5 years
£'000s
|
Over 5
years
£'000
|
Total
|
Trade and other
receivables
|
356
|
-
|
-
|
-
|
-
|
356
|
Accrued income *
|
-
|
-
|
-
|
-
|
-
|
-
|
Cash
|
234
|
-
|
-
|
-
|
-
|
234
|
Total financial assets
|
590
|
-
|
-
|
-
|
-
|
590
|
* Stated after provision for
expected credit loss.
Interest rate
risk
The Group adopts a policy of
ensuring that there is an appropriate mix of fixed and floating
rates in managing its exposure to changes in interest rates on
borrowings. There is no material exposure to changes in interest
rates at the reporting date.
Management regularly reviews the
Group's interest rate risk position and considers the requirement
for any hedging instruments to mitigate risk as part of this
regular monitoring. There were no such hedging instruments in place
at the year-end (2023: none).
The carrying amount of financial
assets / (liabilities) which expose the Group to cash flow interest
rate risk are as follows:
|
2024
£'000
|
2023
£'000
|
Cash
|
870
|
234
|
Bank loans
|
(19)
|
(29)
|
|
851
|
205
|
Foreign currency
risk
The main currencies in which the
Group trades are the Pound Sterling and the US Dollar.
The Group is exposed in its
trading operations to the risk of changes in foreign currency
exchange rates and during the period the fluctuation in exchange
rates has had an impact on reported results. As at 30 June 2024,
the Group does not have any financial assets or liabilities
denominated in a currency other than Pound Sterling, so is not
exposure to any foreign currency risks at that date.
Credit risk
Credit risk predominantly arises
from trade receivables and cash and cash equivalents. Credit risk
attributable to trade receivables is managed by monitoring the
aggregate amount and duration of exposure to any one customer
depending upon their credit rating. The amounts presented in the
Consolidated Statement of Financial Position are net of allowances
for doubtful debts, estimated by the Group's management based on
prior experience and their assessment of the current economic
environment. The Group has no issues with the impairment of debts
at the reporting date. The historic trading activity and the
collection of balances due from customers does not indicate that
impairment risk will be significant in the future.
|
2024
£'000
|
2023
£'000
|
Financial assets measured at amortised
cost
|
|
|
Trade and other
receivables
|
634
|
730
|
Cash and cash equivalents
|
870
|
234
|
|
1,504
|
964
|
Financial liabilities measured at amortised
cost
|
|
|
Trade and other payables
|
835
|
1,301
|
Interest-bearing loans and
borrowings
|
817
|
1,232
|
|
1,652
|
2,533
|
All financial liabilities are
measured at amortised cost.
Capital risk management
The Group's objectives when
managing capital is to safeguard its ability to continue as a going
concern, so that it can provide returns for shareholders and
benefits for other stakeholders. The Group can implement a range of
measures to alter the capital structure including altering the
dividends paid to shareholders and arranging appropriate banking
facilities.
The capital structure of the Group
consists of net debt (borrowing offset by cash and bank balances,
see note 25) and equity (comprising issued share capital, reserves
and retained earnings).
The Directors of the Group review
the capital structure on an ongoing basis. As part of this review
the Directors consider the cost of capital and risks associated
with each class of capital.
Effective interest rates and
maturity analysis
30
June 2023
|
Effective interest
rate
%
|
Total
£'000
|
One year or
less
£'000
|
1-2 years
£'000
|
2-5 years
£'000
|
More than 5
years
£'000
|
Cash and cash equivalents
|
0.0
|
6,691
|
6,671
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Right-of-use lease
liabilities
|
8.0
|
1,269
|
209
|
335
|
725
|
-
|
Other loans
|
2.5
|
39
|
39
|
-
|
-
|
-
|
|
|
5,383
|
248
|
335
|
725
|
-
|
30
June 2024
|
Effective interest rate
%
|
Total
£'000
|
One year
or less
£'000
|
1-2
years
£'000
|
2-5
years
£'000
|
More
than 5 years
£'000
|
Cash and cash equivalents
|
0.0
|
870
|
870
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Right-of-use lease
liabilities
|
8.0
|
770
|
215
|
313
|
242
|
-
|
Other loans
|
2.5
|
47
|
38
|
9
|
-
|
-
|
|
|
817
|
253
|
322
|
242
|
-
|
31
Retirement
benefit schemes
Defined contribution schemes
|
2024
£'000
|
2023
£'000
|
|
|
|
Charge to income statement in
respect of defined contribution schemes
|
29
|
39
|
A defined contribution pension
scheme is operated for all qualifying employees. The assets of the
scheme are held separately from those of the Group in an
independently administered fund. Contributions totalling £6,899
(2023: £7,846) were payable to the fund at the balance sheet
date.
32 Issued share
capital
|
2024
£'000
|
2023
£'000
|
Ordinary share capital
|
|
|
Issued and fully paid
|
|
|
467,343,673 (2023: 69,091,717) Ordinary shares of £0.001 each
|
467
|
69
|
|
467
|
69
|
|
|
|
During July 2023 and August 2023,
370 million shares were issued at 1 pence per share. In September
2023 a further 28.3 million shares were issued at 1.1 pence per
share.
New share capital was issued after
the year end, as disclosed in note 39.
33 Reserves
Retained
earnings
Cumulative profit
and loss net of distribution to owners.
Share
premium
Cumulative excess over nominal
value of consideration received, net of directly attributable issue
costs, for shares issued.
Share-based payments reserve
Used to recognise the grant date
fair value of options issued to employees but not
exercised.
Group reorganisation reserve
Difference between the
consideration given and the net assets of acquired entities at the
date of acquisition.
34 Share-based
payments
The Group operates an executive
unapproved share option scheme and an EMI employee share option
scheme. The movement on share options issued was as
follows:
|
Exercise
price
£
|
Options
|
At 30 June
2022
|
|
2,958,410
|
Exercised in the period (unapproved
share scheme)
|
0.0768
|
(69,123)
|
Forfeited and lapsed in the period
(EMI share option scheme)
|
0.0768
|
(8,875)
|
Forfeited and lapsed in the period
(EMI share option scheme)
|
0.1554
|
(70,200)
|
Forfeited and lapsed in the period
(EMI share option scheme)
|
0.6350
|
(148,000)
|
At 30 June
2023
|
|
2,662,212
|
Forfeited and lapsed in the period
(EMI share option scheme)
|
0.0768
|
(32,600)
|
Forfeited and lapsed in the period
(EMI share option scheme)
|
0.1554
|
(766,400)
|
Forfeited and lapsed in the period
(executive share option scheme)
|
1.1700
|
(256,410)
|
Forfeited and lapsed in the period
(EMI share option scheme)
|
0.6350
|
(6,600)
|
Granted in period (EMI share option
scheme)
|
0.0100
|
116,835,918
|
Forfeited and lapsed in the period
(EMI share option scheme)
|
0.0100
|
(2,630,349)
|
At 30 June
2024
|
|
115,805,771
|
Share options outstanding at 30
June 2024 were:
Effective date oDate of grant
|
Expiry
date
|
Exercise
price
£
|
Options
|
Granted on 1 April 2015 (executive
share option scheme)
|
21
November 2030
|
0.0768
|
118,600
|
Granted on 1 April 2016 (executive
share option scheme)
|
21
November 2030
|
0.0768
|
118,200
|
Granted on 1 April 2017 (executive
share option scheme)
|
21
November 2030
|
0.0768
|
201,800
|
Granted on 1 April 2018 (executive
share option scheme)
|
21
November 2030
|
0.1554
|
138,000
|
Granted on 1 April 2019 (executive
share option scheme)
|
21
November 2030
|
0.1554
|
96,200
|
Granted on 1 April 2020 (executive
share option scheme)
|
29 June
2031
|
0.1554
|
44,000
|
Granted on 1 February 2021
(executive share option scheme)
|
29 June
2031
|
0.1554
|
182,600
|
Granted on 31 July 2019 (EMI share
option scheme)
|
31 July
2029
|
0.1554
|
120,802
|
Granted on 30 June 2021 (EMI share
option scheme)
|
29 June
2031
|
0.1554
|
451,400
|
Granted on 16 December 2021 (EMI
share option scheme)
|
15
December 2031
|
0.6350
|
128,600
|
Granted on 9 October 2023 (EMI share
option scheme)
|
9
October 2033
|
0.0100
|
114,205,569
|
|
|
|
115,805,771
|
|
|
|
|
The movement in options over
ordinary shares of the Parent Company in the year were as
follows:
|
Number of share
options
|
Weighted average exercise
price
|
|
2024
Number
|
2024
£
|
Outstanding at 1 July
2023
|
2,662,212
|
0.260
|
Granted in year
|
116,835,918
|
0.010
|
Forfeited in the year
|
(2,758,554)
|
0.064
|
Lapsed in the year
|
(933,805)
|
0.295
|
Outstanding at 30 June 2024
|
115,805,771
|
0.012
|
Exercisable at 30 June 2024
|
1,600,202
|
0.172
|
New share options were granted
("the Award") as shown in the table above, which are all
equity-settled share based payments. These have been valued by an
independent valuation specialist using a Monte-Carlo simulation,
which takes into account only the share price hurdles necessary to
achieve a payoff at each date. There are additional non-market
conditions, which are revenue targets for each financial
year.
The inputs used in assessing the
value of the Award were as follows:
· Grant date - 9 October 2023
· Vesting period - up to 10 years (price targets can be
achieved at any time in this period)
· Volatility - 118.6%
· Dividend yield - 0%
· Risk-free rate - 5.0%
· Exercise price - £0.01/share
Notably, volatility is a
significant input to the model and is unusually high. The value
used is the observable volatility of the Group's share price, as
priced on the Alternative Investment Market, from its flotation
date to the grant date. Given the recent challenges and changes
detailed in note 39, it is expected that similar volatility may be
experienced in the short to medium term as the Group continues to
grow and commercialise its products. Based on benchmarking of
similar quoted companies, other similar companies have a volatility
around 60%; if this was used instead then the fair value of the
Award would fall from £1.088m to £0.66m.
The Award is expensed over the
period in which entitlement to the Award is established through the
non-market conditions. This is split into five tranches:
· Tranche 1 - total fair value £184,000. Entitlement is
determined via revenue targets in the year ended 30 June 2024.
These targets have been missed, therefore no expense is recognised
to the P&L, and this portion of the Award is permanently
foregone.
· Tranche 2 - total fair value £276,000. Entitlement is
determined via revenue targets in the year ended 30 June 2025
("FY25").
· Tranches 3 - 5 - total fair value £628,000. Entitlement is
determined via revenue targets in the year ended 30 June 2026
("FY26").
The expense recognised reflects
the Directors' best assessment (as at the year end) of the
likelihood of achieving revenue conditions in FY25 and FY26, as
well as an estimate of the level of staff retention at those dates.
Should targets be missed in those years, the amount charged to the
P&L this year would be credited back to the P&L, however
should targets be met then an additional charge would need to be
recognised in future years in respect of the current year's
entitlement.
The total expense recognised in
the income statement from equity-settled share-based payments is
disclosed in note 6.
On 15 December 2021, the Company
granted to SPARK a warrant to subscribe for up to 689,417 Ordinary
Shares (representing 1% of the Enlarged Share Capital) at the
Placing Price. The exercise period commences on Admission and ends
on the third anniversary of Admission.
35 Cash used in
operations
|
2024
£'000
|
2023
£'000
|
Loss for the year after tax
|
(2,958)
|
(7,836)
|
|
|
|
Adjustments for:
|
|
|
Taxation
|
(183)
|
(462)
|
Finance costs
|
81
|
141
|
Investment revenue
|
(24)
|
-
|
Amortisation and impairment of
intangible assets
|
13
|
324
|
Depreciation and impairment of
tangible assets
|
232
|
3,077
|
Equity-settled share-based payment
expense
|
49
|
84
|
|
(2,790)
|
(4,672)
|
Movements in working capital:
|
|
|
Decrease in inventory
|
85
|
216
|
Decrease in debtors
|
239
|
648
|
Decrease in creditors
|
(306)
|
(790)
|
|
|
|
Cash used in operations
|
(2,772)
|
(4,598)
|
36 Changes in liabilities
arising from financing activities
|
1 July
2023
£'000
|
Cash flows
£'000
|
New
leases
£'000
|
Other non-cash
changes
£'000
|
30 June
2024
£'000
|
Loans
|
69
|
(22)
|
-
|
-
|
47
|
Lease liabilities
|
1,009
|
(347)
|
108
|
-
|
770
|
|
1,078
|
(369)
|
108
|
-
|
817
|
|
1 July
2022
£'000
|
Cash
flows
£'000
|
New
leases
£'000
|
Other
non-cash changes
£'000
|
30 June
2023
£'000
|
Loans
|
39
|
(37)
|
-
|
67
|
69
|
Lease liabilities
|
1,269
|
(193)
|
-
|
(67)
|
1,009
|
|
1,308
|
(230)
|
-
|
-
|
1,078
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Other non-cash changes in the year
ended 30 June 2023 represent a reclassification of certain
borrowings from leases to more accurately represent the nature of
the funding arrangements.
37 Controlling
party
The Directors consider that there
is no ultimate controlling party.
38
Related party
transactions
Transactions with related parties
Key management personnel
Key management personnel are those
persons having authority and responsibility for planning, directing
and controlling the activities of the Group, including the
Directors of the Company.
The remuneration of key management
personnel of the Group was:
|
2024
£'000
|
2023
£'000
|
Aggregate emoluments
|
731
|
1,161
|
Share-based payments
|
49
|
84
|
Value of Company contribution to
defined contribution pension schemes
|
6
|
7
|
|
786
|
1,252
|
39 Events after the reporting
date
On 24 July 2024 the Directors
announced a significant new fundraising event which resulted in a
firm placing of 116,835,918 Ordinary shares for total proceeds of
£0.2 million, a conditional placing of 1,272,164,082 ordinary
shares for total proceeds of £2.5 million and a subscription of
26,000,000 ordinary shares for total proceeds of £0.1 million, all
before expenses. On 1 August 2024 a supplementary placing of
30,000,000 ordinary shares was announced for total proceeds of £0.1
million. The conditional placing, the supplementary placing and
subscription shares were approved at a General Meeting on 13 August
2024, and total net proceeds were £2.6 million.
In connection with the fundraise,
the following Board changes took place on passing of the
resolutions at the General Meeting on 13 August 2024
· Stephen Hull and Dean Fielding resigned.
· Dr
Arron Tolley remained as a Director and his role changed to Chief
Executive Officer
· Dr
Adam Hargreaves remained as a Director and his role changed to
Non-Executive Chairman
· Andrew Rapson was appointed to the Board as Chief Financial
Officer.