SkinBioTherapeutics
plc
("SkinBioTherapeutics" or "the Group")
Full Year results for the year ended 30
June 2024
· Active 12 months of organic and
inorganic growth including the first acquisition of the M&A
strategy, with second acquisition post year end
· Significant evolution of the Group,
operationally and financially, as commercial product range
broadened and introduction of distribution and manufacturing
capabilities
· Post year end, Croda commercial terms
finalised
· Post acquisitions, annualised Group turnover
for FY25 expected to be £6.3m; post Croda agreement, Directors
anticipate the Group will be cash flow positive from FY25 on an
annual basis, with no further need to seek additional funds for
working capital
4 December
2024, SkinBioTherapeutics plc (AIM: SBTX), a
life science group focused on skin health, announces
its fully consolidated audited results for the 12 months to 30 June
2024.
Operational
highlights
· SkinBiotix: Croda
contract extended for 12 months for further studies
o Studies
completed post year end and commercial agreement
finalised;
o Now moving into
commercialisation phase with official industry launch in April
2025
·
AxisBiotix:
o Ongoing sales
growth in psoriasis and strong customer retention, European
launches in France, Spain and Italy, and launch on Amazon
UK
o Positive
results from consumer study in acne in June 2024, now seeking best
format for commercialisation in 2025
·
Acquisitions:
o Dermatonics, an
established topical dermatological player in the skincare / wound
care space acquired in January 2024; launched its Once Heel Balm
via a commercial agreement with the Umesh Modi Group in Africa,
Middle East and Asia
o Post year end,
Bio-Tech Solutions, adding manufacture and packaging of health,
hygiene and personal care products, and future development platform
for topical products
· R&D
programmes: new Epiderm project initiated with University of
Manchester with aim of developing a technology to promote wound
healing
· Management
changes:
o Prof Cath
O'Neill stood down as CSO to become a scientific advisor to the
Board
o Post year end,
appointment of Dr Surinder 'Dass' Chahal, formerly a senior Croda
VP, as Cosmetic Science / Customer Alliances Advisor to the
Board
Financial
highlights
· Revenues up to
£1.2m (2023: £0.1m) reflecting continuing increase in
AxisBiotix-Ps™ sales and the addition of five months of Dermatonics
revenues
· Operating loss
£2.9m (2023: loss £3.0m) with increase in sales balancing the
increase in headcount costs
· Cash and cash
equivalents as at 30 June 2024 was £0.8m (2023: £1.3m), reflecting
the £0.5m earn-out payment in May 2024 with respect to the
Dermatonics acquisition
· Financial
transactions during and after the year end reflecting the active
operations and acquisition strategy
o November 2023
Placing and Retail offer raised £3.0m
o January 2024:
£5.0m convertible bond facility taken on to support the Dermatonics
acquisition; £1.6m drawn down only, before its closure in July
2024
o Post year end,
in August 2024: investment of £1.56m from new investors
o To support
acquisition of Bio-Tech Solutions, SBTX took a loan of £950,000
with an existing shareholder and a subscription for 2,349,624 new
Ordinary Shares at 10.64p raising £250,000 and 3,289,474 warrants
exercisable at the issue price.
· Post
acquisitions, the Group is now forecasting a projected annualised
Group turnover for FY25 of £6.3m, and cash runway to
be cash positive from FY25,
with no further need to fund raise for working
capital
Stuart Ashman,
CEO of SkinBioTherapeutics plc,
said:
"This year
has presented incredible achievements and significant challenges as
we have driven growth in the underlying business as well as
acquiring value-added businesses that have brought scale and
synergies. This has all been done in an incredibly tough economic
environment, especially for a small AIM quoted
company.
"Progress in
our strategic pillars has been led by AxisBiotix-Ps growth in
sales, and post year end, the completion of the commercial
agreement around SkinBiotix with Croda, with the official launch to
the cosmetics industry in April 2025.
"In parallel,
we are delivering on our strategy to become a consolidator in the
skin health market. Having greater scale and a firmer financial
footing will enable us to strike the most advantageous deals with
current and potential new partners. Bringing in businesses such as
Dermatonics and Bio-Tech Solutions absolutely does this - we are
building a platform which brings synergies and value, and derisks
the business each time we add to it.
"We have also
boosted capability and expertise in manufacturing, sales, marketing
and distribution. Financially, our projected annualised turnover
for FY25 has significantly increased and we expect to be cash flow
positive from FY2025 on an annual basis, therefore requiring no
further fund raising for working capital
purposes.
"The
culmination of all these activities is evolving the business into a
much broader group. Our operational and financial position is
completely different to last year; we are growing and growing fast.
We thank our shareholders for their ongoing support and look
forward to another busy year."
-Ends-
FY results
presentation webinar
Stuart Ashman, CEO and Manprit Randhawa, CFO
will provide a live presentation via the Investor Meet company
platform at 10.00am GMT on Tuesday 10 December 2024.
The presentation is open to all existing and
potential SkinBioTherapeutics shareholders. Questions can be
submitted pre-event via the
Investor Meet Company dashboard up
until
9 December 2024, 09.00am GMT, or at any time during the live
presentation. Investors who already follow SkinBioTherapeutics plc
on the Investor Meet Company platform will automatically be
invited.
Investors who already follow
SkinBioTherapeutics on the Investor Meet Company platform will
automatically be invited. Investors can sign up to Investor Meet
Company for free via this
link.
Notice of
Annual General Meeting
The Annual General Meeting will be held at
9:00am on Friday 27 December 2024 at The Clarion Hotel, Witney Way,
Boldon, NE35 9PE.
For more
information please contact:
|
SkinBioTherapeutics
plc
Stuart J. Ashman, CEO
Manprit Randhawa, CFO
|
+44 (0) 191 495
7325
|
|
Cavendish
Capital Markets Limited
(Nominated Adviser & Broker)
Giles Balleny, Dan Hodkinson (Corporate Finance)
Charlie Combe (Broking)
Dale Bellis, Tamar Cranford-Smith (Sales)
|
+44 (0) 20 7397
8900
|
|
Vigo
Consulting (financial media)
Rozi Morris
|
+44 (0) 20 7390
0231
+44 (0) 7740 859
962
Skinbio@vigoconsulting.com
|
Notes to
Editors
About
SkinBioTherapeutics plc
SkinBioTherapeutics is a life science company
focused on skin health. The Group's proprietary platform
technology, SkinBiotix®, is based upon discoveries made
by the translational dermatology team at the University of
Manchester.
The Group's foundation business is targeting
the skin healthcare market via five pillars, the most advanced of
which are cosmetic skincare (SkinBiotix) and food supplements to
modulate the immune system by harnessing the gut-skin axis
(AxisBiotix). The cosmetic pillar has a partnership with Croda plc
and the Group's first in-house product, AxisBiotix-Ps™, is a food
supplement to address the symptoms of mild to moderate
psoriasis.
The Group is also acting as a consolidator and
is making acquisitions in complementary areas such as skin care and
cosmetic applications, that also bring new distribution and
geographical platforms, and manufacturing capabilities through
which it can funnel its in-house pillar products.
The Company listed on AIM in April 2017 and is
based in Newcastle, UK. For more information, visit:
www.skinbiotherapeutics.com.
Chairman's Statement
The word 'transformation' can be overused, but
this financial year and post year end, SkinBioTherapeutics has
started to evolve significantly as a Group.
The original five pillars, based on the
SkinBiotix technology, have progressed during the year. Notable
successes have included the development of the Croda partnership,
first with an extension to the contract to enable further research
and post year end, the completion of those studies and contract
negotiation, to move to a more commercial setting. AxisBiotix has
also seen sales growth and new geographical markets in Europe for
the psoriasis product, and very positive results from the consumer
study for Acne.
The Group has also started making acquisitions
in complementary areas such as skin care and cosmetic applications.
These bring new distribution and geographical platforms, and
manufacturing capabilities through which we can funnel our in-house
pillar products. In the CEO's report, there are fuller details on
these transactions.
Financial
summary
The acquisition of Dermatonics before the year
end has also made a significant change to the financial landscape
of the Group, not only in FY2024 but for the longer
term.
The CFO's statement provides more detail, but
in summary, the revenues grew 815% to £1.21m (FY2023: £132k)
reflecting the growth of AxisBiotix-Ps sales and the introduction
of sales from Dermatonics products. The operating loss was £2.91m
(FY2023: £3.0m), again reflecting the increase in costs of
operations and headcount, before and after the acquisition. Cash at
the year end was £0.8m (FY2023: £1.3m), comprising incoming cash
balances from Dermatonics and a successful Placing and Retail Offer
raising £3.3m.
Post year-end there was an investment of £1.56m
from new investors alongside a loan and equity placing with a long
standing shareholder to support the cash acquisition of Bio-Tech
Solutions. For the Dermatonics acquisition, the Group drew funds
from a £5.0m convertible bond facility, but this has now been
closed in response to shareholders'
concerns.
Strategy
In 2019, Management laid out its strategy to
apply the SkinBiotix technology across multiple pillars - from skin
health as an active ingredient, to tackling skin conditions, to
wound care. In 2022, this strategy was extended to look at
complementary products and operations that would accelerate
revenue, earnings and technology adoption.
Dermatonics and Bio-Tech Solutions are good
examples of the types of company and offerings that Management is
looking at to add to the Group. They provide not only new
opportunities through the introduction of new products, but also
support in-house products and technology.
Board and
Leadership
During the financial year, Professor Cath
O'Neill decided to step down as Chief Scientific Officer and move
to a Scientific Advisor role. Since the Company was founded, Cath
has combined her academic and corporate roles, but the Board has
always been aware of her eventual desire to return to full time
academia. She played an important role at SBTX and we wish her all
the best and look forward to retaining a strong connection with
her.
Post year end, the Group welcomed Dr Surinder
'Dass' Chahal, formerly a senior Croda VP, as Cosmetic Science /
Customer Alliances Advisor to the Board. The team has got to know
Dass well since he was a key member of the Croda team that spotted
the potential of SkinBiotix as an active ingredient. We're
delighted to have him on the SBTX team.
Outlook
In my opinion, we will look back on financial
and calendar year 2024 as the beginnings of the evolution of SBTX,
from a one technology company, albeit with multiple pillars, to a
more integrated, diverse Group with multinational distribution and
manufacturing capabilities. With the addition of Dermatonics and
post year end, the acquisition of Bio-Tech Solutions,
SkinBioTherapeutics has grown dramatically into a very different
Group, both operationally and financially.
As a team, we continue to work hard to build
value for our shareholders, and we are grateful for their
continuing support as we navigate the highs and lows of being a
small AIM quoted business in difficult markets. The two
acquisitions this year are just the beginning; we have further
ambitions to act as a consolidator in the skincare market, so we
expect 2025 (CY) to be just as busy.
On behalf of the Board, I would like to take
the opportunity to thank everyone at SBTX for the considerable
progress achieved by the Group over the course of the year. We look
forward to continuing the execution of our strategy in the year
ahead.
Martin
Hunt
Chairman
4 December 2024
Strategic and Financial Review
Company background and strategy
SkinBioTherapeutics is a life science company
focused on skin health. The original platform strategy focuses on
the proprietary technology, SkinBiotix, which harnesses the
microbiome to promote wound healing and reduce the risk of
infection. The second part of the strategy, introduced in 2022, is
based on inorganic growth i.e. acquisitions to bring in
technological, operational and financial benefits.
SkinBiotix
strategy
Realising the multiple benefits of the
SkinBiotix platform, Management has created five strategic pillars
based on market sector: SkinBiotix, AxisBiotix, MediBiotix,
CleanBiotix and PharmaBiotix.
The first two pillars are:
·
SkinBiotix™, the proprietary technology,
is based on a lysate - the fluid resulting from the breaking up of
bacterial cells - developed by the translational dermatology team
at the University of Manchester. There is a commercial and
manufacturing agreement with the multinational Group, Croda plc,
developing SkinBiotix as an active ingredient for the skincare /
cosmetics industry.
·
AxisBiotix™, based on SkinBiotix and formulated
into a probiotic supplement. The theory is based on research on the
gut-skin axis; calming the gut microbiome with the introduction of
'friendly' bacteria and therefore reducing the inflammatory
pathways associated with irritable skin conditions. The first
product is called AxisBiotix-Ps, to alleviate the symptoms
associate with psoriasis. This same approach is also being
investigated for acne.
The other pillars - MediBiotix, CleanBiotix and
PharmaBiotix - are in earlier stages of development.
SkinBioTherapeutics' aim is to commercialise
the products itself where feasible (e.g. AxisBiotix-Ps), or license
out the technology to specialist industry partners (e.g. SkinBiotix
to Croda plc.)
M&A
strategy
From 2022, the Directors put in place an
accelerated growth strategy looking at acquisition opportunities
outside the Group's in-house technology. The criteria included
complementary product lines that had the potential to be
microbiome-driven, distribution platforms and/or provide
manufacturing capabilities. Any acquisitions should also strengthen
and accelerate SkinBioTherapeutics' financial position bringing
economies of scale for the day-to-day business, providing scale to
aid partnering negotiations and ultimately increase shareholder
value.
The first acquisition, Dermatonics, occurred in
FY24 with a second taking place post year end, Bio-Tech
Solutions.
·
Dermatonics is an established topical dermatological player
in the skincare and woundcare space. Its products range from heel
balm to treatments for warts and verrucas, and dry skin relief. The
products are sold through its sales platform and also via a
commercial partnership with the Umesh Modi Group, into Africa, the
Middle East and Asia.
· Bio-Tech
Solutions is the newest addition to the Group and brings specialist
health, hygiene and personal care product manufacturing and
packaging. This company also has potential as a future development
platform for advanced topical creams.
Into FY25, the Group will continue to drive
both strategies together to build scale and value.
Operational review
Biotix
division
· SkinBiotix
(skincare/cosmetics)
SkinBioTherapeutics has had a commercial and
manufacturing agreement with Croda plc since 2019. Croda is a
specialist manufacturer of ingredients which it supplies to the
international cosmetics and FMCG industry. It has been
investigating the use of SkinBiotix as a novel bioactive
ingredient.
Normally, the time taken for an ingredient to
be researched and tested by the Croda team is seven years before it
enters commercialisation; in SkinBioTherapeutics' case, the process
has taken only five years which is real testament to the
technology. During this time, Croda has been investigating the best
quality formulations for its customers as well as scaling-up the
manufacture of SkinBiotix to commercial levels i.e. 20,000 litres,
in order to be able to service the global market.
In October 2023, Croda extended its development
agreement in order to explore evidence of additional activity. This
study was successfully completed post year end in September 2024,
with validation of additional efficacy and marketing claims for
Croda's commercialisation team to use with potential
customers.
Samples are now being sent out to prospective
customers and the formal launch of SkinBiotix as an active
ingredient is planned to take place at In-Cosmetics Global, the
world's largest cometic ingredients exhibition, taking place in
Amsterdam (8-10 April 2025). Management is fully confident in
Croda's deep experience in launching new products.
Most recently (post year end), the Group
announced that commercial terms had been finalised following the
completion of the extended studies. The terms are based on the
original agreement with SkinBioTherapeutics i.e. paid tiered
royalties based on global sales revenues on any licensed products
derived from the partnership.
Under the terms of the agreement, all details
about formulation, functionality and Croda's financial expectations
remain completely confidential due to the competitiveness of the
cosmetics market. Any royalty revenues arising from future sales
will be reported to the market at the appropriate time, and the
Directors will draw shareholders' attention to any relevant public
announcements from the Croda team.
Sales and distribution rights are for the
cosmetic sector alone, leaving SkinBioTherapeutics to focus on
further applications of its technology in other
sectors.
· AxisBiotix™ (gut/skin
axis)
AxisBiotix is being commercialised as a food
supplement to alleviate the symptoms of psoriasis and is in
development as a product for acne.
AxisBiotix-Ps, the
psoriasis food supplement, is being sold in the UK and Europe. The
primary focus for FY24 has been to continue to grow sales in the UK
whilst maintaining high customer retention, and expanding the sales
operation into Europe.
Sales in FY24 reached £25k per month (FY23:
£12k) and the monthly retention rate has stayed high at similar
levels to FY23, achieving over 80% during the period. The retention
rate is measured as the number of subscribers who remain a
subscriber at the end of each monthly period, compared to the same
cohort that were in existence at the start of a month
period.
The first European channel opened in Spain last
year, and new territories in Italy and France commenced trading in
FY 24. The Group also started trading on Amazon's UK and French
platforms during the year, and the intention is to broaden this
into Amazon's Spanish and Italian platforms. Discussions are also
underway with two UK national high street retail chains.
During the financial year, the Group made good
progress in preparing for and running a consumer study to look at
AxisBiotix in acne. The
benefit of undertaking another consumer study is the relatively
short time and cost compared to a clinical trial. The product is
also classified as a food supplement rather than a heavily
regulated medical device.
The study involved 98 UK-based participants
with acne-prone skin and the results were published post year end
in June 2024. In summary, 84% of participants reporting that the
appearance of their spots had improved, 77% that the pain caused by
their spots had eased, and 62% that the anxiety they felt due to
their spots had improved.
The next step is establishing the best
formulation for commercial launch e.g. in gel or gum form. The aim
is to commercialise once the optimal version has been
created.
The overall result is two very positive
consumer studies for the AxisBiotix pillar that validates it as a
platform technology from which multiple products can be derived;
important evidence for potential partnerships.
· Research &
Development
MediBiotix is developing SkinBiotix for
accelerated wound closure, a medical device application. During the
year, Project Epiderm was started with the aim of developing a
technology that promoted wound healing. This work is being
undertaken by Professors Cruikshank and McBain at the University of
Manchester and is being joint funded by SBTX and grant funding. Due
to the complexity, size and level of regulation around medical
devices, an experienced multinational partner will be sought for
this technology.
SkinBioTherapeutics also has two other
programmes ongoing with the University of Manchester in oral health
and inflammation.
The first extended phase of developing a new
lysate for the oral programme is complete and the Group is in
discussions with the University to establish next steps, since it
will require further funding.
The inflammation study is looking at how the
microbiome can influence and balance the body's response to
inflammation specifically related to harmful UVR (sunlight) light.
The programme will run until June 2025.
In light of the recent acquisitions, the Board
is planning to review its whole R&D portfolio to determine
which programmes have the greatest potential for future
commercialisation.
Dermatonics
In January 2024, SkinBioTherapeutics acquired
Dermatonics Limited, a specialist in innovative topical and
dermatological products in the skincare/woundcare space, using
natural ingredients wherever possible.
The initial consideration was £1.75m plus
£1.25m earn-out over three years, in a cash-free and debt-free
acquisition. Completion took place on 25 January 2024.The
acquisition was funded by a £1.6m draw down of a £5.0m convertible
bond facility which has subsequently been closed.
This acquisition aligned directly with our
previously stated strategy to seek accretive inorganic
opportunities that provided immediate synergies and accelerated
routes to market. It has expanded the Group's product range and
customer base, provided a sales platform with senior regulatory and
sales expertise, and new sales channels for our in-house strategic
pillars.
In addition, the acquisition has provided
significant financial benefits; Dermatonics was revenue generating,
profitable and cash flow positive. For the 12 months ended 31
January 2024, Dermatonics reported revenues of £1.86m (2023:
£1.82m) assisted by the increased sale of products into the NHS and
podiatry clinics, at higher price points negotiated in February
2023, as well as growth in key distributor relationships outside of
the UK.
EBITDA for the 12 months to 31 January 2024,
increased by 77% to £422k (31 January 2023: adjusted EBITDA £230k).
The adjustments were for one-off items: £150k stock write off and
£123k bad debt in FY2023. The cash balance as at 31 January 2024
was £149k (2023: £213k).
Shortly after the acquisition, in March 2024,
Dermatonics signed a manufacturing and distribution agreement with
the Umesh Modi Group which focused on Dermatonics Once Heel Balm.
The product is being sold by Umesh Modi's 1,200 salespeople across
six countries in Asia, the Middle East and Africa. The total
addressable market in these regions for dermatology and diabetes
management is in excess of £5bn. Discussions are underway regarding
other product opportunities, which underlines the benefits of
bringing in inorganic acquisitions like Dermatonics to the
Group.
Bio-Tech
Solutions
Post year end, in October 2024, the Group
completed its second acquisition of Bio-Tech Solutions Ltd ("BTS")
for a total enterprise consideration of £1.25m payable in cash on
closing. BTS is a well-established manufacturer and supplier of
health, hygiene and personal care products and brings the
capabilities of manufacturing and packaging to the Group, as well
as a future development platform for advanced topical
creams. The manufacturing facilities are to GMP
standards and ISO certified, and the company has quality control
(QC) facilities, including HPLC (high-performance liquid
chromatography) analysis service and can also deal with
flammables.
The acquisition was funded by a loan of
£950,000 with an existing shareholder, David Brierwood, and a
subscription for 2,349,624 new Ordinary Shares at 10.64p raising
£250,000, as well as utilisation of Group cash reserves. The
rationale behind the use of the loan and equity element was to
preserve the Group's cash runway, and allows time for integration
and realisation of synergies, such as manufacturing products from
Dermatonics' pipeline in-house.
For the financial year ended 30 June 2024, BTS
reported unaudited revenues of £2.1m and EBITDA of £0.5m. Over the
last four financial years, BTS has grown both revenue and EBITDA.
Post year end, the business has performed well, and financially, it
is expected to reach £3.0m in proforma revenues and £0.9m in
proforma EBITDA pre-synergies.
* Based on
unaudited management accounts
Conclusion
FY2024 has been a year of extraordinary highs
in an extremely challenging economic environment for a small growth
company with big ambitions requiring funding.
The strategy to grow the business through
acquisition at the same time as driving the underlying business has
been a deliberate one in order to provide additional products and
capabilities, and increasingly importantly, scale-up for
negotiations with present partners as well as future ones.
Dermatonics and in time, Bio-Tech solutions have completely changed
the Group's shape and positioning, and have created additional
products, operational and manufacturing infrastructure to
complement the SkinBiotix platform.
The ambition is to build a Group that is a
leader in the skincare sector, creating significant value for its
shareholders and is an exciting place to work for current and
future employees.
Thank you to the internal team for all their
hard work, and to our shareholders for their long-standing
support.
Stuart
Ashman
CEO
Financial
review
Prior to the acquisitions, management projected
FY24 turnover of c.£240k, but with the acquisition of Dermatonics,
that financial picture has changed significantly.
In the year to 30 June 2024, the Group reported
sales of £1.2m (2023: £0.1m), reflecting continuing increase in
AxisBiotix-Ps™ sales and the addition of Dermatonics revenues.
Revenues from AxisBiotix-Ps were £0.2m (2023: £0.1m) following an
increase in subscriber numbers and launch into new territories
during 2024. Dermatonics contributed £1.0m from January to 30
June 2024, but for its full year, reached c.£1.9m which was
pleasing.
Cost of sales were £0.53m (2023: £0.01m),
reflecting the impact of the Dermatonics acquisition and financials
on the Group.
Gross profits were £0.7m (2023: £0.1m) and
resulted in a gross margin of 57% (2023: 65%). The decline in
overall gross margin was due to the blended mix of AxisBiotix-Ps™
and Dermatonics revenues.
Overall expenses were £3.6m (2023: £3.1m).
Research and development expenditure of £0.6m (2023: £0.9m) for the
ongoing oral and inflammation research programmes ongoing and the
new EpiDerm programme. Operating expenses were £2.9m (2023: £2.1m)
reflecting the impact of Dermatonics into the Group's
financials.
The operating loss was in line with prior year
at £2.9m (2023: £3.0m).
The cash balance as at 30 June 2024 was £0.8m
(2023: £1.3m) which factored in the £0.5m earn-out payment in May
2024 on the Dermatonics acquisition. As stated in the trading
update on 29 July 2024, Management has no short term concerns over
cash on the basis that the acquisition of Dermatonics reduced
monthly cash burn by 32% and the post period end acquisition of
Bio-Tech Solutions further boosted cash balances. In addition,
following the completion of the Croda commercial agreement,
Management has been able to update expectations further to be cash
positive from FY2025 and not to require any further fund raises for
working capital in the foreseeable future.
To support the underlying business and future
acquisitions, Management undertook several financings in the year.
In November 2023, the team achieved a successful Placing and Retail
offer which raised £3.3m in a very difficult market. In January
2024, management entered into a £5.0m Convertible Bond Facility for
the purposes of its acquisition strategy, starting with
Dermatonics. Upon review, it was decided to close this facility
post year end, having drawn down £1.6m in total. Existing investors
and some new institutional investors agreed to purchase the
remaining shares directly from the holder, Macquarie
Bank.
Following the year end, the Group further
raised £1.56m of gross proceeds in August 2024, having been
approached by two new institutional investors. And as mentioned
above, in order to acquire Bio-Tech Solutions, the Directors raised
a loan of £950,000 with an existing shareholder, David Brierwood,
and a subscription for 2,349,624 new Ordinary Shares at 10.64p
raising £250,000, to enable a cash acquisition.
Current
trading and outlook
The profile of the Group has changed completely
this year, and next year's FY25 results will better reflect this
with bolstered sales from the in-house strategic pillars with
revenues from AxisBiotix-PS sales and the introduction of Croda
royalties, and also 12 months of Dermatonics' and nine months of
Bio-Tech Solutions' contributions.
Now that commercialisation by Croda of
SkinBiotix has begun, revenues are expected to start gradually.
Croda is currently estimating future sales, but due to the highly
confidential nature of its business and market, shareholders will
only see the impact of these upon the Group's financial results at
interims and full year, however, the Directors believe the
potential enhanced commercial opportunities could be
considerable.
In FY2023, the majority of the Group's focus
was on growing sales of AxisBiotix-PS™ in the UK and starting to
push into new European territories, beginning with Spain. As stated
in the trading update in July 2024, revenues of AxisBiotix-Ps are
forecasted to be £400k (2024: £248k) reflecting the increase in
expansion into Europe, as well as the USA through the partnership
with World Products. The Group may have had limited resources to
launch a product itself, however Management has been pleased with
the loyalty and the very positive testimonials it continues to
receive. The team also looks forward to expanding the AxisBiotix
product portfolio with the launch of an acne product, following the
positive consumer study.
For the two new additions to the SBTX Group,
Dermatonics revenue forecast is expected to be £2.91m (2024:
£1.90m), and EBITDA at £0.7m (2024: £420k), with growth across all
revenue streams in the business, as well as the uplift following
the Umesh Modi partnership announced earlier in 2024.
The Group will also have revenues from Bio-Tech
Solutions of £2m for the period October 2024 to June 2025. On an
annualised basis, this reflects revenue of £3m for the 12 months to
June 2025. EBITDA is expected to come in at £0.45m.
In summary, with a firmer financial footing
with respect to cash, a scaled up Group infrastructure,
SkinBioTherapeutics is in a much stronger position for making new
consolidating acquisitions and for negotiations with potential
industry partners.
Consolidated Statement of
Comprehensive Income
For the Year Ended 30 June
2024
|
|
Notes
|
2024
|
|
2023
|
|
Continuing Operations
|
|
£
|
|
£
|
|
|
|
|
|
|
|
Revenue
|
3
|
1,208,669
|
|
132,057
|
|
|
|
|
|
|
|
Cost of Sales
|
|
(525,631)
|
|
(46,867)
|
|
|
|
|
|
|
|
Gross Profit
|
|
683,038
|
|
85,190
|
|
|
|
|
|
|
|
Selling and distribution
costs
|
|
(170,597)
|
|
(81,294)
|
|
|
|
|
|
|
|
Research and development
|
|
(562,911)
|
|
(930,636)
|
|
|
|
|
|
|
|
Operating expenses
|
|
(2,854,662)
|
|
(2,072,612)
|
|
|
|
|
|
|
|
Total administrative
expenses
|
4
|
(3,588,170)
|
|
(3,084,542)
|
|
|
|
|
|
|
|
Loss from operations
|
|
(2,905,132)
|
|
(2,999,352)
|
|
|
|
|
|
|
|
Finance costs
|
5
|
(43,760)
|
|
(8,886)
|
|
|
|
|
|
|
|
Loss before taxation
|
|
(2,948,892)
|
|
(3,008,238)
|
|
|
|
|
|
|
|
Taxation
|
7
|
72,902
|
|
173,089
|
|
|
|
|
|
|
|
Loss for the year
|
|
(2,875,990)
|
|
(2,835,149)
|
|
|
|
|
|
|
|
Other comprehensive
income
|
|
-
|
|
-
|
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
|
(2,875,990)
|
|
(2,835,149)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis and diluted loss per share
(pence)
|
8
|
(1.54)
|
|
(1.72)
|
Consolidated Statement of Financial
Position
As at 30 June 2024
|
|
Notes
|
2024
|
|
2023
|
|
Assets
|
|
£
|
|
£
|
|
Non-current assets
|
|
|
|
|
|
Property, plant and
equipment
|
10
|
44,357
|
|
78,658
|
|
Right-of-use assets
|
11
|
72,012
|
|
94,502
|
|
Goodwill
|
12
|
2,038,325
|
|
-
|
|
Intangible assets
|
13
|
1,388,959
|
|
700,331
|
|
Total non-current assets
|
|
3,543,653
|
|
873,491
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Inventories
|
15
|
472,419
|
|
33,497
|
|
Trade and other
receivables
|
16
|
398,088
|
|
192,885
|
|
Corporation tax
receivable
|
16
|
-
|
|
182,545
|
|
Cash and cash equivalents
|
|
800,904
|
|
1,311,834
|
|
Total current assets
|
|
1,671,411
|
|
1,720,761
|
|
Total assets
|
|
5,215,064
|
|
2,594,252
|
|
|
|
|
|
|
|
Equity and
liabilities
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Capital and reserves
|
|
|
|
|
|
Called up share capital
|
22
|
2,022,552
|
|
1,731,390
|
|
Share premium
|
22
|
14,507,673
|
|
10,947,874
|
|
Share based payment
reserves
|
23
|
438,589
|
|
438,589
|
|
Accumulated deficit
|
|
(13,998,933)
|
|
(11,122,943)
|
|
Total equity
|
|
2,969,881
|
|
1,994,910
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
Lease liabilities
|
18
|
39,861
|
|
69,601
|
|
Deferred consideration
|
20
|
250,000
|
|
-
|
|
Deferred tax
|
20
|
150,624
|
|
-
|
|
Total non-current liabilities
|
|
440,485
|
|
69,601
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other payables
|
17
|
498,560
|
|
498,696
|
|
Corporation tax payable
|
17
|
27,257
|
|
|
|
Lease liabilities
|
18
|
38,881
|
|
31,045
|
|
Convertible loan
|
19
|
740,000
|
|
-
|
|
Deferred consideration
|
20
|
500,000
|
|
-
|
|
Total current liabilities
|
|
1,804,698
|
|
529,741
|
|
Total liabilities
|
|
2,245,183
|
|
599,342
|
|
Total equity and liabilities
|
|
5,215,064
|
|
2,594,252
|
Consolidated Statement of Cash
Flows
For the Year Ended 30 June
2024
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
Loss before tax for the
period
Net interest
|
(2,948,892)
36,816
|
|
(3,008,238)
-
|
|
Depreciation of property, plant and
equipment
|
49,260
|
|
11,136
|
|
Right-of-use assets depreciation and
interest
|
43,345
|
|
41,287
|
|
Amortisation of IP
|
83,368
|
|
656
|
|
Share-based payments
charge
|
-
|
|
1,273
|
|
|
(2,736,103)
|
|
(2,953,886)
|
|
Changes in working capital
|
|
|
|
|
Decrease/(increase) in
inventories
|
96,419
|
|
89,074
|
|
(lncrease)/decrease in trade and
other receivables
|
166,842
|
|
(54,735)
|
|
(Decrease)/increase in trade and
other payables
|
(436,019)
|
|
16,954
|
|
Cash generated by operations
|
(172,758)
|
|
51,293
|
|
|
|
|
|
|
Taxation received
|
182,545
|
|
257,458
|
|
Net
cash used in operating activities
|
(2,726,316)
|
|
(2,645,135)
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Purchase of property, plant and
equipment
|
(14,959)
|
|
(89,794)
|
|
Purchase of IP
|
(169,996)
|
|
(75,483)
|
|
Purchase of right-of-use
assets
|
(13,214)
|
|
-
|
|
Cash consideration
|
(1,598,423)
|
|
-
|
|
Deferred consideration
|
(500,000)
|
|
-
|
|
Net
cash used in investing activities
|
(2,296,592)
|
|
(165,277)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Net proceeds from issue of
shares
Net amounts raised from convertible
loan
|
3,119,553
1,472,000
|
|
2,353,425
-
|
|
Interest paid
Lease payments made
|
(36,816)
(42,759)
|
|
-
(36,102)
|
|
Net
cash generated by financing activities
|
4,511,978
|
|
2,317,322
|
|
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
(510,930)
|
|
(493,089)
|
|
Cash and cash equivalents at the
beginning of the period
|
1,311,834
|
|
1,804,923
|
|
Cash and cash equivalents at the end of the period
|
800,904
|
|
1,311,834
|
Consolidated Statement of Changes in
Equity
For the Year Ended 30 June
2024
|
|
Share
Capital
|
Share
Premium
|
Other
reserves
|
Retained
earnings
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
As
at 1 July 2022
|
1,567,802
|
8,758,037
|
437,316
|
(8,287,794)
|
2,475,361
|
|
|
|
|
|
|
|
|
Loss for the period
|
-
|
-
|
-
|
(2,835,149)
|
(2,835,149)
|
|
|
|
|
|
|
|
|
Issue of shares
|
163,588
|
2,453,793
|
-
|
-
|
2,617,381
|
|
|
|
|
|
|
|
|
Cost of share issue
|
-
|
(263,956)
|
-
|
-
|
(263,956)
|
|
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
1,273
|
-
|
1,273
|
|
|
|
|
|
|
|
|
As
at 30 June 2023
|
1,731,390
|
10,947,874
|
438,589
|
(11,122,943)
|
1,994,910
|
|
|
|
|
|
|
|
|
Loss for the period
|
-
|
-
|
-
|
(2,875,990)
|
(2,875,990)
|
|
|
|
|
|
|
|
|
Issue of shares
|
291,162
|
3,841,413
|
-
|
-
|
4,132,575
|
|
|
|
|
|
|
|
|
Cost of share issue
|
-
|
(281,614)
|
-
|
-
|
(281,614)
|
|
|
|
|
|
|
|
|
As
at 30 June 2024
|
2,022,552
|
14,507,673
|
438,589
|
(13,998,933)
|
2,969,881
|
Share capital is the amount
subscribed for shares at nominal value.
Share premium is the amount
subscribed for share capital in excess of nominal value.
Other reserves arise from the equity
element of a convertible loan issued and converted in the period to
30 June 2017, and from share options granted.
Retained earnings represents
accumulated profit or losses to date.
Company Statement of Financial
Position
As at 30 June 2024
|
|
Notes
|
2024
|
|
2023
|
|
Assets
|
|
£
|
|
£
|
|
Non-current assets
|
|
|
|
|
|
Property, plant and
equipment
|
10
|
44,357
|
|
78,658
|
|
Right-of-use assets
|
11
|
72,012
|
|
94,502
|
|
Intangible assets
|
13
|
801,850
|
|
694,402
|
|
Investments
|
14
|
3,642,860
|
|
482,434
|
|
Other receivables
|
16
|
1,593,553
|
|
1,445,801
|
|
Total non-current assets
|
|
6,154,632
|
|
2,795,797
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Trade and other
receivables
|
16
|
89,054
|
|
149,157
|
|
Corporation tax
receivable
|
16
|
68,425
|
|
182,545
|
|
Cash and cash equivalents
|
|
524,854
|
|
1,124,961
|
|
Total current assets
|
|
682,333
|
|
1,456,663
|
|
Total assets
|
|
6,836,965
|
|
4,252,460
|
|
|
|
|
|
|
|
Equity and
liabilities
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Capital and reserves
|
|
|
|
|
|
Called up share capital
|
22
|
2,022,552
|
|
1,731,390
|
|
Share premium
|
22
|
14,507,673
|
|
10,947,874
|
|
Share based payments
|
23
|
438,589
|
|
438,589
|
|
Accumulated deficit
|
|
(11,943,918)
|
|
(9,441,596)
|
|
Total equity
|
|
5,024,796
|
|
3,676,257
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
Lease liabilities
|
18
|
39,861
|
|
69,601
|
|
Deferred consideration
|
20
|
250,000
|
|
-
|
|
Total non-current liabilities
|
|
289,861
|
|
69,601
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other payables
|
17
|
243,327
|
|
475,557
|
|
Lease liabilities
|
18
|
38,881
|
|
31,045
|
|
Convertible loan
|
19
|
740,000
|
|
-
|
|
Deferred consideration
|
20
|
500,000
|
|
-
|
|
Total current liabilities
|
|
1,522,208
|
|
506,602
|
|
Total liabilities
|
|
1,812,069
|
|
576,203
|
|
Total equity and liabilities
|
|
6,836,965
|
|
4,252,460
|
|
|
|
|
|
|
No Statement of Comprehensive
Income is presented in these financial statements for the Parent
Company as provided by Section 408 of the Companies Act 2006. The
loss for the financial year dealt with in the financial statements
of the Parent Company was £2,502,322 (2023: £2,289,815).
Company Statement of Cash
Flows
For the Year Ended 30 June
2024
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
Loss before tax for the
period
|
(2,570,747)
|
|
(2,471,551)
|
|
Depreciation of property, plant and
equipment
|
49,260
|
|
11,136
|
|
Right-of-use assets depreciation and
interest
|
43,345
|
|
41,287
|
|
Impairment of financial
assets
|
7,608
|
|
16,573
|
|
Share-based payments
charge
|
-
|
|
1,273
|
|
|
(2,470,534)
|
|
(2,401,281)
|
|
Changes in working capital
|
|
|
|
|
(lncrease)/decrease in trade and
other receivables
|
(95,256)
|
|
(57,731)
|
|
(Decrease)/increase in trade and
other payables
|
(232,232)
|
|
14,456
|
|
Cash (used)/generated by operations
|
(327,488)
|
|
(43,275)
|
|
|
|
|
|
|
Taxation received
|
182,545
|
|
229,581
|
|
Net
cash used in operating activities
|
(2,615,477)
|
|
(2,214,975)
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Purchase of property, plant and
equipment
|
(14,959)
|
|
(89,794)
|
|
Purchase of IP
|
(107,448)
|
|
(70,147)
|
|
Investment in
subsidiaries
Cash consideration
Deferred consideration
|
(312,003)
(1,598,423)
(500,000)
|
|
(378,847)
-
-
|
|
Net
cash used in investing activities
|
(2,532,833)
|
|
(538,788)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Net proceeds from issue of
shares
Net amounts raised from convertible
loan
|
3,118,962
1,472,000
|
|
2,353,425
-
|
|
Lease payments made
|
(42,759)
|
|
(36,101)
|
|
Net
cash generated by/(used in) financing activities
|
4,548,203
|
|
2,317,323
|
|
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
(600,107)
|
|
(436,441)
|
|
Cash and cash equivalents at the
beginning of the period
|
1,124,961
|
|
1,561,402
|
|
Cash and cash equivalents at the end of the period
|
524,854
|
|
1,124,961
|
Company Statement of Changes in
Equity
For the Year Ended 30 June
2024
|
|
Share
Capital
|
Share
Premium
|
Other
reserves
|
Retained
earnings
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
As
at 1 July 2022
|
1,567,802
|
8,758,037
|
437,316
|
(7,151,781)
|
3,611,374
|
|
|
|
|
|
|
|
|
Loss for the period
|
-
|
-
|
-
|
(2,289,815)
|
(2,289,815)
|
|
|
|
|
|
|
|
|
Issue of shares
|
163,588
|
2,453,793
|
-
|
-
|
2,617,381
|
|
|
|
|
|
|
|
|
Cost of share issue
|
-
|
(263,956)
|
-
|
-
|
(263,956)
|
|
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
1,273
|
-
|
1,273
|
|
|
|
|
|
|
|
|
As
at 30 June 2023
|
1,731,390
|
10,947,874
|
438,589
|
(9,441,596)
|
3,676,257
|
|
|
|
|
|
|
|
|
Loss for the period
|
-
|
-
|
-
|
(2,502,322)
|
(2,502,322)
|
|
|
|
|
|
|
|
|
Issue of shares
|
291,162
|
3,841,413
|
-
|
-
|
4,132,575
|
|
|
|
|
|
|
|
|
Cost of share issue
|
-
|
(281,614)
|
-
|
-
|
(281,614)
|
|
|
|
|
|
|
|
|
As
at 30 June 2024
|
2,022,552
|
14,507,673
|
438,589
|
(11,943,918)
|
5,024,896
|
|
|
|
|
|
|
|
Share capital is the amount
subscribed for shares at nominal value.
Share premium is the amount
subscribed for share capital in excess of nominal value.
Other reserves arise from the equity
element of a convertible loan issued and converted in the period to
30 June 2017, and from share options granted.
Retained earnings represents
accumulated profit or losses to date.
Notes to the Financial Statements
For the Year Ended 30 June 2024
1. General information
SkinBioTherapeutics plc ('the
Company') is a public company limited by shares incorporated in
England under the Companies Act and quoted on the AIM market of the
London Stock Exchange (AIM: SBTX).
The principal activity of the Group
is that of research and development focused on harnessing the
microbiome for human health, and commercialisation of these
technologies, as well as the manufacture and sales of
dermatological products through acquired entities.
2. Significant accounting policies and basis of
preparation
a) Statement of
compliance
The consolidated and company
financial statements of SkinBioTherapeutics plc have been prepared
in accordance with UK-adopted International Accounting Standards
('IFRS') and the Companies Act 2006 applicable to companies
reporting under IFRS.
b) Basis of
preparation
The consolidated and company
financial statements have been prepared under the historical cost
convention modified by the revaluation of certain financial
instruments. The accounting policies have been applied consistently
in all material respects.
The consolidated and company
financial statements are presented in Sterling (£) as this is the
predominant functional currency of the Group and Company, and is
the currency of the primary economic environment in which it
operates. Foreign transactions are accounted in accordance with the
policies set out below.
c) Basis of
consolidation
The consolidated financial
statements incorporate the financial statements of the Company and
entities controlled by the Company (its subsidiaries) made up to 30
June each year. Control is achieved where the Company has the power
to govern the financial and operating policies of an investee
entity so as to obtain benefits from its activities. All
intra-group transactions, balances, income and expenses are
eliminated on consolidation. Subsidiaries are
included in the consolidated financial statements from the date
that control commences until the date that control ceases. A list
of all the Company's subsidiary undertakings is provided in note 14
and for the business combination refer to note
20.
d) Going
concern
These financial statements have
been prepared on a going concern basis. In considering the
appropriateness of this assumption, the Board has considered the
Group's projections for the twelve months from the date of approval
of this financial information, including cash flow forecasts. The
directors are confident that based on the Group's forecasts and the
recently completed capital raise of approximately £1.56 million
(before costs) the Group will have enough funds to continue in
operation for at least 12 months from the date of signing these
financial statements. The Directors believe that the Group has
adequate resources to continue in operational existence for the
foreseeable future and therefore adopt the going concern basis of
accounting in preparing these financial statements.
e) Estimates and
judgements
The preparation of financial
statements requires the Board to make judgements, estimates and
assumptions that may affect the application of accounting policies
and reported amounts of assets and liabilities as at each balance
sheet date and the reported amounts of revenues and expenses during
each reporting period. Any estimates and assumptions are based on
experience and any other factors that are believed to be relevant
under the circumstances and which the Board considers to be
reasonable. Actual outcomes may differ from these estimates. Any
revisions to accounting estimates will be recognised in the period
in which the estimate is revised if the revision affects only that
period. If the revision affects both current and future periods,
the change will be recognised over those periods.
The following are the critical
judgements that the Directors have made in the process of applying
the Group's accounting policies and that have the most significant
effect on the amounts recognised in the consolidated financial
statements.
Estimation of the lifetime of
intangible assets
Intangible assets acquired
separately from a business are recognised at cost and are
subsequently measured at cost less accumulated amortization and
accumulated impairment losses.
Intangible assets recognised are
reviewed against the criteria for capitalisation with useful life
determined by reference to the underlying product being developed.
Management believes that the assigned values and useful lives, as
well as the underlying assumptions, are reasonable, though
different assumptions and assigned lives could have a significant
impact on the reported amounts.
Useful lives are also examined on
an annual basis and adjustments, where applicable are made on a
prospective basis. The Group does not have any intangible assets
with indefinite lives.
Amortisation is calculated so as to
write off the cost of an asset, less its estimated residual value,
over the useful life of that asset as follows:
|
Intellectual property
|
20% straight line
|
|
Patents & Trademarks
|
10% straight line
|
|
Trade Name
|
10% straight line
|
|
Customer Relationships
|
25% straight line
|
Capitalisation of development
costs
During the year £169,996 (2023:
£75,483) of development costs were capitalised, bringing the total
amount of development costs capitalised, as intangible assets, as
at 30 June 2024, to £860,391 (2023: £700,331), net of amortisation.
Management has reviewed the balances by project, compared the
carrying amount to expected future revenues and is satisfied that
no impairment exists and that the costs capitalised will be fully
recovered as the products are launched to market. New product
projects are monitored regularly and should the technical or market
feasibility of a new product be in question, the project would be
cancelled and capitalised costs to date will be removed from the
balance sheet and charged to the statement of comprehensive
income.
Inventory valuation
Inventory is carried at the lower
of cost and net realisable value, using the first in first out
method. Appropriate provisions for estimated irrecoverable amounts
due to slow-moving or obsolete inventory are recognised in the
income statement where there is objective evidence that the assets
are impaired.
The provision is £0 at 30 June 2024
(2023: £35,386).
Recoverability of goodwill,
customer relationships and trade name intangible assets
As noted above, part of the
Company's strategy is to grow through acquisitions which has led to
material goodwill, customer relationships and trade name intangible
assets being recognised on the balance sheet. Goodwill, which is
allocated across CGUs, is tested annually to determine if there is
any indication of impairment by comparing the carrying amount of
the goodwill to the recoverable amount of the CGU to which it has
been allocated. Assumptions and estimates are used to determine the
recoverable amount of each CGU, principally based on the present
value of estimated future cash flows. Actual performance may differ
from management's expectations. The estimates and assumptions used
in performing impairment testing are described in note
12.
Customer relationships and trade
name intangible assets are also reviewed annually for indicators of
impairment and if an indicator of impairment exists then similar
recoverability testing, involving the use of estimates and
assumptions, is performed for the business to which the customer
relationships and trade name intangible assets relate. The useful
economic lives of customer relationships and trade name intangible
assets are also reviewed at least annually, with any revisions to
the original estimated useful economic lives accounted for
prospectively.
Refund accruals
Accruals for sales returns are
estimated on the basis of historical returns and are recorded so as
to allocate them to the same period in which the original revenue
is recorded. These accruals are reviewed regularly and updated to
reflect The Board's latest best estimates. The Board do not believe
that the difference between the accrual estimate and actual returns
will be material.
The accrual for net refunds
totalled £255 at 30 June 2024 (2023: £82). The expected returns
rate would need to differ to actual returns by 10% to have an
impact of +/- £1,945 on reported revenue and on operating profit.
The choice of a 10% change for the determination of sensitivity
represents an extreme variation in the return rate.
Share-based payments
The Group measures the cost of
equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are
granted. The fair value is determined by using the Black-Scholes
model taking into account the terms and conditions upon which the
instruments were granted. The accounting estimates and assumptions
relating to equity-settled share-based payments would have no
impact on the carrying amounts of assets and liabilities within the
next annual reporting period but may impact profit or loss and
equity. The judgments made and the model used are further specified
in note 23.
Estimation of incremental borrowing
rate in accounting for leases under IFRS16
In recognising a lease liability
and right-of-use asset under IFRS 16 the Group has used an
estimated incremental borrowing rate of 8%. The Group does not have
any borrowings, so in order to apply IFRS 16 it was necessary to
estimate the incremental borrowing rate that would be faced by the
Group. The rate of 8% was determined by looking at a range of loans
available on the market. If the interest rate used in the
calculation were higher, this would have the effect of reducing the
size of both the lease liability and right-of-use asset, reducing
the depreciation charge and increasing the interest charge in the
consolidated income statement. The overall change to the Company
Income Statement and the Company Statement of Financial Position
would be immaterial. There would be no change to operating cash
flows or lease payments as a result of a change in the estimate of
the incremental interest rate.
f) Application of new and
re vised International Financial Reporting Standards
(IFRSs)
The Group has adopted all of the
new or amended Accounting Standards and interpretations issued by
the International Accounting Standards Board ('IASB') or the IFRS
Interpretations Committee ('IFRIC') that are mandatory and relevant
to The Group's activities for the current reporting
period.
The following standards, amendments
and interpretations are new and effective for the year ended 30
June 2024 and have been adopted. None of the pronouncements had a
material impact on the Group's consolidated results, assets and
liabilities.
|
Reference
|
Title
|
Summary
|
Application date of standard (Periods commencing on or
after)
|
|
IAS 1
|
Disclosure of Accounting
Policies
|
Amendments require that an entity
discloses its material accounting policies, instead of its
significant accounting policies.
|
1 January 2023
|
|
IAS 8
|
Definition of Accounting
Estimates
|
Amendments replace the definition
of a change in accounting estimates with a definition of accounting
estimates.
|
1 January 2023
|
New and revised IFRSs in issue but
not yet effective
There are a number of new and
revised IFRSs that have been issued but are not yet effective that
the Group has decided not to adopt early. The most significant of
these are as follows:
|
Reference
|
Title
|
Summary
|
Application date of standard (Periods commencing on or
after)
|
|
|
|
|
|
|
IAS1
|
Presentation of Financial
Statements
|
Amendments regarding the
classification of liabilities as current or non-current
Amendments regarding non-current
liabilities with Covenants
|
1 January 2024
|
The adoption of these Standards and
Interpretations is not expected to have a material impact on the
financial information of the Group in the period of initial
application when they come into effect.
g) Foreign
currencies
Transactions in foreign currencies
are translated at the exchange rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are translated at the exchange
rate ruling at that date. Foreign exchange differences on
translation are recognised in the income statement. Non-monetary
assets and liabilities that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate
at the date of the transaction. Non-monetary assets and liabilities
denominated in foreign currencies that are stated at fair value are
translated at foreign exchange rates ruling at the dates the fair
value was determined.
h) Revenue
recognition
Revenue consists of internet sales,
in addition to postage receipts, as well as sales
to a range of distributors, national pharmacy chains and
wholesalers, with the Group acting as the Principal in all
arrangements. Revenues are recorded net of an appropriate deduction
for actual and expected returns, sales discounts and sales
taxes.
Revenue is recognised on the
satisfaction of performance obligations and an assessment of when
control is transferred to the customer. This is on dispatch of
goods to the customer.
i) Research and
development
Research expenditure is written off
to the statement of comprehensive income in the year in which it is
incurred.
Development expenditure is written
off in the same way unless the directors are satisfied as to the
technical, commercial and financial viability of individual
projects. In this situation, the expenditure is deferred and
amortised over the period during which the Group is expected to
benefit.
j) Inventories
Inventory is carried at the lower
of cost and net realisable value. Cost is determined using the
first in, first out method and represents the purchase cost,
including transport, handling costs and duties.
Appropriate provisions for
estimated irrecoverable amounts due to slow-moving or obsolete
inventory are recognised in the income statement where there is
objective evidence that the assets are impaired.
k) Property, plant and
equipment
Property, plant and equipment are
stated at historical cost less subsequent accumulated depreciation
and accumulated impairment losses, if any. Historical cost includes
expenditure that is directly attributable to the acquisition of the
items.
Subsequent costs are included in
the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the
item can be measured reliably. All other repairs and maintenance
are charged to profit or loss during the financial period in which
they are incurred.
Depreciation on property, plant and
equipment is calculated using the straight-line method to write off
their cost over their estimated useful lives at the following
annual rates:
- Plant & machinery
50%
Useful lives and depreciation
method are reviewed and adjusted if appropriate, at the end of each
reporting period.
An item of property, plant and
equipment is derecognised upon disposal or when no future economic
benefits are expected to arise from the continued use of the asset.
Any gain or loss arising on the disposal or retirement of an item
of property, plant and equipment is determined as the difference
between the sales proceeds and the carrying amount of the relevant
asset, and is recognised in profit or loss in the year in which the
asset is derecognised.
l) Impairment testing of
intangible assets
At the end of each reporting
period, the Group reviews the carrying amounts of its intangible
assets 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 to
determine the extent of the impairment loss (if any). Intangible
assets with indefinite useful lives are tested for impairment at
least annually, and whenever there is an indication that the assets
may be impaired.
m)
Business combinations and
goodwill
Business combinations are accounted
for under IFRS 3 Business Combinations (Revised) using the
acquisition method. The cost of an acquisition is measured as the
aggregate of the consideration transferred, measured at
acquisition-date fair value. Acquisition costs incurred are
expensed and included in administrative expenses.
When the Group acquires a business,
it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the
contractual terms, economic circumstances and pertinent conditions
as at the acquisition date.
Any contingent consideration to be
transferred by the acquirer will be recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the
contingent consideration which is deemed to be an asset or
liability will be recognised in accordance with IFRS 9 in the
income statement.
Goodwill is initially measured at
cost, being the excess of the aggregate of the acquisition-date
fair value of the consideration transferred over the net
identifiable amounts of the assets acquired and the liabilities
assumed in exchange for the business combination. Assets acquired
and liabilities assumed in transactions separate from the business
combinations, such as the settlement of pre-existing relationships
or post-acquisition remuneration arrangements, are accounted for
separately from the business combination in accordance with their
nature and applicable IFRSs. Identifiable intangible assets,
meeting either the contractual-legal or separability criterion, are
recognised separately from goodwill. Contingent liabilities
representing a present obligation are recognised if the
acquisition-date fair value can be measured reliably.
Brands and customer relationships
arising on the acquisition of business combinations, are measured
at cost less accumulated amortisation and accumulated impairment
losses. The acquired brand is a well-know brand which is
registered, has a good track record and has a finite useful life.
Customer relationships are measured at the time of the business
combination and have finite useful lives.
n) Leasing
A lease is defined as 'a contract,
or part of a contract, that conveys the right to use an asset (the
underlying asset) for a period of time in exchange for
consideration'. To apply this definition the Group assesses whether
each of the following criteria apply:
· the
contract contains an identified asset, which is either explicitly
identified in the contract or implicitly specified by being
identified at the time the asset is made available to the
Group;
· the
Group has the right to obtain substantially all of the economic
benefits from use of the identified asset throughout the period of
use, considering its rights within the defined scope of the
contract; and
· the
Group has the right to direct the use of the identified asset
throughout the period of use. The Group assesses whether it has the
right to direct 'how and for what purpose' the asset is used
throughout the period of use.
Measurement and recognition of
leases as a lessee
At the commencement date of a
lease, the Group recognises a right-of-use asset and a lease
liability on the balance sheet. The right-of-use asset is measured
at cost, which is made up of the initial measurement of the lease
liability, any initial direct costs incurred by the Group, an
estimate of any costs to dismantle and remove the asset at the end
of the lease, and any lease payments made in advance of the lease
commencement date, net of any incentives received.
The Group depreciates right-of-use
assets on a straight-line basis from the lease commencement date to
the earlier of the end of the useful life of the right-of-use asset
or the end of the lease term. The Group also assesses the
right-of-use asset for impairment when indicators of impairment
exist.
At the commencement date of a
lease, the Group measures the lease liability at the present value
of the lease payments unpaid at that date, discounted using the
interest rate implicit in the lease if that rate is readily
available, or the Group's incremental borrowing rate. Details of
this borrowing rate are given in note 2e.
Lease payments included in the
measurement of the lease liability are made up of fixed payments
(including in substance fixed), variable payments based on an index
or rate, amounts expected to be payable under any residual value
guarantees and payments arising from options reasonably certain to
be exercised.
Subsequent to initial measurement,
the liability is reduced for payments made and increased for
interest. It is remeasured to reflect any reassessment or
modification, or if there are changes in in-substance fixed
payments. If a lease liability is remeasured, a corresponding
adjustment is reflected in the value of the right-of-use asset, or,
if the carrying value of the right-of-use asset is already reduced
to zero, the income statement.
The Group has elected to account
for short-term leases (with a term of up to 12 months) and leases
of low-value assets using the practical expedients available in
IFRS 16. Instead of recognising a right-of- use asset and lease
liability, the payments in relation to such leases are recognised
as an expense in the income statement on a straight-line basis over
the lease term.
o) Tax
Current tax
The tax currently payable is based
on taxable profit for the period. Taxable profit differs from
'profit before tax' as reported in the income statement because of
items of income or expense that are taxable or deductible in other
periods and items that are never taxable or deductible. The Group's
current tax is calculated using rates that have been enacted during
the reporting period.
Deferred tax
Deferred tax is provided using the
balance sheet liability method, providing for temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for tax purposes.
The amount of deferred tax provided is based on the expected manner
of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantively enacted at
the balance sheet date.
A deferred tax asset is recognised
only if it can be regarded as more likely than not that there will
be suitable taxable profits from which the future reversal of the
underlying temporary differences can be deducted.
p) Payroll expense and related
contributions
Wages, salaries, payroll tax, paid
annual leave and sick leave, bonuses, and non-monetary benefits are
accrued in the period in which the associated services are
rendered.
q) Share-based
compensation
The Group issues share based
payments to certain directors and others providing similar
services. The fair value of the employee and suppliers services
received in exchange for the grant of the options is recognised as
an expense. The total amount to be expensed over the vesting year
is determined by reference to the fair value of the options
granted, excluding the impact of any non-market vesting conditions
(for example, profitability and sales growth targets). Nonmarket
vesting conditions are included in assumptions about the number of
options that are expected to vest. At each statement of financial
position date, the entity revises its estimates of the number of
options that are expected to vest. It recognises the impact of the
revision to original estimates, if any, in the income statement,
with a corresponding adjustment to equity.
The proceeds received net of any
directly attributable transaction costs are credited to share
capital (nominal value) and share premium when the options are
exercised.
The fair value of share-based
payments recognised in the income statement is measured by use of
the Black Scholes model, which takes into account conditions
attached to the vesting and exercise of the equity
instruments. The expected life used
in the model is adjusted; based on management's best estimate, for
the effects of non-transferability, exercise restrictions and
behavioural considerations. The share price volatility percentage
factor used in the calculation is based on management's best
estimate of future share price behaviour and is selected based on
past experience, future expectations and benchmarked against peer
companies in the industry.
r) Financial assets and
liabilities
Financial assets and liabilities
are recognised when the Group unconditionally becomes a party to
the contractual terms of the instrument. Unless otherwise
indicated, the carrying amounts of financial assets and liabilities
are considered by the directors to be a reasonable estimate of
their fair values at each balance sheet date.
Financial assets include trade and
other receivable; these are classified as loans and receivables.
Financial liabilities include trade and other payables, convertible
loan notes and borrowings; these are classified as other financial
liabilities carried at amortised cost.
Classification as debt or
equity
Debt and equity instruments issued
by the Group are classified as either financial liabilities or as
equity in accordance with the substance of the contractual
arrangements and the definitions of a financial liability and an
equity instrument.
Equity instruments
An equity instrument is any
contract that evidences a residual interest in the assets of an
entity after deducting all of its liabilities. Equity instruments
issued by the Group are recognised as the proceeds received, net of
direct issue costs.
Derecognition
Financial assets are derecognised
when rights to receive cash flows from the assets expire or, the
financial assets are transferred and the Group has transferred
substantially all the risks and rewards of ownership of the
financial assets. On derecognition of a financial asset, the
difference between the asset's carrying amount and the sum of the
consideration received and receivable and the cumulative gain or
loss that had been recognised in other comprehensive income and
accumulated in equity is recognised in profit or loss.
Financial liabilities are
derecognised when the obligation specified in the relevant contract
is discharged, cancelled or expires. The difference between the
carrying amount of the financial liability derecognised and the
consideration paid and payable is recognised in profit or
loss.
When the terms of a financial
liability are renegotiated and result in the Group issuing equity
instruments to a creditor of the Group to extinguish all or part of
the financial liability, the Group recognises the issue of equity
instruments at their fair values. Any difference between the fair
value of the equity instruments and the carrying amount of the
financial liability to be extinguished is recognised in the income
statement.
Trade and other
receivables
Trade and other receivables are
recognised initially at their fair value and subsequently at their
amortised cost using the effective interest method, less provision
for impairment. If there is objective evidence that the
recoverability of the asset is at risk, appropriate allowances for
any estimated irrecoverably amounts are recognised in the income
statement.
Intercompany receivables
Amounts owed by subsidiary
undertaking represent loans made to the Company's main subsidiary
on an interest-free basis. No repayment terms have been
mandated.
IFRS 9's impairment requirements
use forward-looking information to recognise expected credit losses
- the 'expected credit loss (ECL) model'.
The Group considers a broad range
of information when assessing credit risk and measuring expected
credit losses, including past events, current conditions,
reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the
instrument.
In applying this forward-looking
approach, a distinction is made between:
· financial instruments that have not deteriorated significantly
in credit quality since initial recognition or that have low credit
risk ('Stage 1');
·
financial instruments that have
deteriorated significantly in credit quality since initial
recognition and whose credit risk is not low ('Stage 2');
and
· financial assets that have objective evidence of impairment at
the reporting date ('Stage 3').
'12-month expected credit losses'
are recognised for 'Stage 1' financial instruments, while 'lifetime
expected credit losses' are recognised for 'Stage 2' financial
instruments. Measurement of the expected credit losses is
determined by a probability weighted estimate of credit losses over
the expected life of the financial instrument.
The Group considers that the
current intercompany loan should be recognised as Stage 1, and 12-
month expected credit losses have been calculated.
Cash and cash
equivalents
Cash and cash equivalents comprise
cash in hand and demand deposits and other short-term highly liquid
investments with maturities of three months or less at inception
that are readily convertible to a known amount of cash and are
subject to an insignificant risk of changes in value.
Trade and other payables
Trade
and other payables are recognised initially at their fair value,
net of transaction costs, and subsequently at their amortised cost
using the effective interest method.
Financial risk
management
Risk management
objectives
Management identify and evaluate
financial risks on an on-going basis. The principal risks to which
the Group is exposed are market risk (including interest rate risk,
and cash flow risk), credit risk, and liquidity risk.
Market risk
Market risk is defined as the risk
that the fair value of future cash flows of a financial instrument
will fluctuate because of changes in market prices. The Group's
market risks arise from open positions in (a) interest-bearing
assets and liabilities, and (b) foreign currencies; to the extent
that these are exposed to general and specific market movements
(see details below).
Interest rate risk
The Group's interest-bearing assets
comprise of only cash and cash equivalents. As the Group's
interest- bearing assets do not generate significant amounts of
interest; changes in market interest rates do not have any
significant direct effect on the Group's income.
Currency risk
The Group is exposed to movement in
foreign currency exchange rates arising from normal trading
transactions that are denominated in currencies other than the
respective functional currencies of the Group. The Group does not
have a policy to hedge its exposure to foreign currency exchange
risk as currently overseas transactions are only a small percentage
of total transactions and fluctuations in foreign currencies are
not expected to significantly affect the Group's total
transactions. In future the Group may consider hedging its exposure
to foreign currency exchange risk.
Credit risk
Credit risk refers to the risk that
a counterparty will default on its contractual obligations
resulting in financial loss to the Group. Credit risk arises from
cash balances (including bank deposits, cash and cash equivalents)
and credit exposures to trade receivables. The Group's maximum
exposure to credit risk is represented by the carrying value of
cash and cash equivalents and trade receivables. Credit risk is
managed by monitoring clients and performing credit checks before
accepting any customers.
Liquidity risk
Liquidity risk is the risk that the
Group may encounter difficulty in meeting its obligations
associated with financial liabilities that are settled by
delivering cash or other financial assets.
The Group seeks to manage its
liquidity risk by ensuring that sufficient liquidity is available
to meet its foreseeable needs.
s) Capital
management
The Group manages its capital to
ensure that it will be able to continue as a going concern while
maximising the return to stakeholders. The Group's overall strategy
remained unchanged during the period.
The capital structure of the Group
consists of cash and cash equivalents, issued capital, the share
premium account, the share-based compensation reserve resulting
from the grant of equity-settled share options to selected
directors and others providing similar services, and retained
earnings.
The Group is not subject to any
externally imposed capital requirements.
As part of the Group's management
of capital structure, consideration is given to the cost of
capital.
3. Segmental information
IFRS 8 'Operating Segments'
requires operating segments to be determined based on The Group's
internal reporting to the Chief Operating Decision Maker. The Chief
Operating Decision Maker has been determined to be The Board of
Directors which receives information on the basis of the Group's
operations in key geographical territories, based on the Group's
management and internal reporting structure. Based on this
assessment the Group consider there to be 4 operating segments.
Despite there being 4 operating segments, it is not currently
feasible to allocate assets and liabilities to the operating
segments. As these operating segments grow, we expect that
allocation of assets and liabilities will be possible.
Administrative expenses are not segmented for accounting
purposes as the Board do not review these by segment
currently.
|
|
|
|
|
Year ended 30 June
2024
|
|
|
|
UK
|
|
US
|
|
EU
|
|
RoW
|
|
Total
|
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
£
|
|
Sales of products
|
|
990,350
|
|
35,363
|
|
102,676
|
|
80,280
|
|
1,208,669
|
|
Cost of sales
|
|
(444,616)
|
|
(8,238)
|
|
(39,862)
|
|
(32,915)
|
|
(525,631)
|
|
Gross profit
|
|
545,734
|
|
27,125
|
|
62,814
|
|
47,365
|
|
683,038
|
|
|
|
|
|
|
Year ended 30 June
2023
|
|
|
|
UK
|
|
US
|
|
EU
|
|
RoW
|
|
|
Total
|
|
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
|
£
|
|
|
Sales of products
|
|
118,921
|
|
9,275
|
|
3,861
|
|
-
|
|
|
132,057
|
|
|
Cost of sales
|
|
(42,205)
|
|
(3,292)
|
|
(1,370)
|
|
-
|
|
|
(46,867)
|
|
|
Gross profit
|
|
76,716
|
|
5,983
|
|
2,491
|
|
-
|
|
|
85,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to the nature of its
activities, the Group is not reliant on any individual major
customers.
4. Expenses - analysis by nature
|
|
Group
|
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Other income
|
(15,726)
|
|
(3,292)
|
|
Selling and distribution
costs
|
170,597
|
|
81,294
|
|
Depreciation of right-of-use
asset
|
35,704
|
|
32,401
|
|
Depreciation of plant and
equipment
|
49,260
|
|
11,136
|
|
Research and development
|
562,911
|
|
930,636
|
|
Directors remuneration (including
share-based compensation)
|
685,994
|
|
778,639
|
|
Staff costs
|
341,425
|
|
214,606
|
|
Foreign exchange
differences
|
1,041
|
|
(51)
|
|
Auditors remuneration
|
|
|
|
|
- audit fees
|
66,400
|
|
34,450
|
|
- other services
|
4,025
|
|
3,000
|
|
Inventory write down
Lease interest on ROU
|
-
7,641
|
|
35,386
8,886
|
|
Other operating costs
|
1,678,898
|
|
957,451
|
|
Total operating expenses
|
3,588,170
|
|
3,084,542
|
5. Finance costs
|
|
Group
|
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Interest payable
|
6,944
|
|
8,886
|
|
Other interest charges
|
7,762
|
|
-
|
|
Convertible loan
interest
|
29,054
|
|
-
|
|
|
43,760
|
|
8,886
|
Interest payable represents amounts
arising on leases accounted for under IFRS 16.
6. Employees and Directors
|
|
|
|
|
|
Group and company
|
|
2024
|
|
2023
|
|
The average monthly number of
employees and senior management was:
|
|
Number
|
|
Number
|
|
Executive directors
|
|
2
|
|
2
|
|
Non-executive directors
|
|
3
|
|
3
|
|
Employees
|
|
9
|
|
7
|
|
Average total persons employed
|
|
14
|
|
12
|
|
|
|
|
|
|
As at 30 June 2024 the Company had 15
employees (2023: 11).
|
|
|
|
|
|
Group and company
|
|
2024
|
|
2023
|
|
Staff costs in respect of these
employees were:
|
|
£
|
|
£
|
|
Wages and salaries
|
|
922,275
|
|
873,637
|
|
Social security costs
|
|
108,419
|
|
118,510
|
|
Defined contribution
pensions
|
|
18,867
|
|
17,124
|
|
Share-based payments (see note
23)
|
|
-
|
|
1,274
|
|
Total remuneration
|
|
1,049,561
|
|
1,171,447
|
|
|
|
|
|
|
|
|
|
|
|
|
Some of these staff costs are
included within research and development and some in share issue
costs.
All the directors above can be
considered to be key management and have the responsibility for
planning, directing and controlling, directly or indirectly, the
activities of the Company.
The remuneration of directors and
key executives is determined by the remuneration committee having
regard to the performance of individuals and market
trends.
The Company operates a defined
contribution pension scheme for employees and directors. The assets
of the scheme are held separately from those of the Company in
independently administered funds. The amounts outstanding at 30
June 2024 are £2,911 (2023: £3,326).
|
|
|
|
|
|
Group and company
|
|
2024
|
|
2023
|
|
|
Directors remuneration:
|
|
£
|
|
£
|
|
|
Stuart J. Ashman
|
|
324,642
|
|
382,478
|
|
|
Manprit Randhawa
|
|
227,988
|
|
261,480
|
|
|
Martin Hunt
|
|
71,015
|
|
68,670
|
|
|
Dr Cathy Prescott
|
|
36,099
|
|
41,011
|
|
|
Danielle Bekker
|
|
26,250
|
|
25,000
|
|
|
Total remuneration
|
|
685,994
|
|
778,639
|
|
|
|
|
|
|
|
|
|
Which is made up of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remuneration
|
|
673,884
|
|
755,258
|
|
|
Amounts receivable under long term
incentive schemes
|
|
-
|
|
11,375
|
|
|
Company contributions to pension
schemes
|
|
12,110
|
|
12,006
|
|
|
Total remuneration
|
|
685,994
|
|
778,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The number of directors to whom
retirement benefits are accruing in respect of qualifying services
under defined contribution pension schemes is 2 (2023: 2). The
highest paid director received total emoluments of £324,642 (2023:
£382,478) during the year.
7. Taxation
|
|
|
|
Group
|
|
Income taxes recognised in profit
or loss
|
|
2024
|
|
2023
|
|
|
|
£
|
|
£
|
|
Current tax
|
|
|
|
|
|
Current period - UK corporation
tax
|
|
(4,476)
|
|
-
|
|
R&D tax credit
|
|
(68,426)
|
|
182,547
|
|
R&D tax credit - prior
year
|
|
-
|
|
(9,458)
|
|
Tax credit for the year
|
|
72,902
|
|
173,089
|
|
|
|
|
|
|
The tax charge for each period can
be reconciled to the loss per the statement of comprehensive income
as follows:
|
Taxable losses
|
|
(2,948,892)
|
|
(3,008,238)
|
|
Normal applicable rate of
tax
|
|
25.00%
|
|
19.00%
|
|
Loss on ordinary activities
multiplied by normal rate of tax
|
|
(737,223)
|
|
(571,565)
|
|
|
|
|
|
|
|
Effects of:
|
|
|
|
|
|
Depreciation
|
|
31,015
|
|
2,116
|
|
Disallowables
|
|
85,165
|
|
3,752
|
|
Capital allowances
|
|
(3,740)
|
|
(17,061)
|
|
R&D enhanced
deductions
|
|
(78,927)
|
|
(137,215)
|
|
R&D tax credit
|
|
(68,426)
|
|
(173,089)
|
|
Losses surrendered
|
|
201,594
|
|
248,189
|
|
Unused tax losses carried
forward
|
|
497,640
|
|
471,784
|
|
UK
tax charge/(credit)
|
|
(72,902)
|
|
(173,089)
|
The Group has an unrecognised
deferred tax asset of £2,648,809 (2023: £1,637,470) at the period
end, which has not been recognised in the financial statements due
to uncertainty of future profits. The Group has an estimated tax
loss of £10,595,235 (2023: £8,618,261) available to be carried
forward against future profits.
8. Loss per share
|
|
|
Group
|
|
|
|
2024
|
|
2023
|
|
|
|
£
|
|
£
|
|
Basic and diluted loss per share
|
|
|
|
|
|
Total comprehensive loss for the
year
|
|
(2,875,990)
|
|
(2,835,149)
|
|
Weighted average number of
shares
|
|
186,287,360
|
|
164,713,045
|
|
Basic and diluted loss per share
(pence)
|
|
(1.54)
|
|
(1.72)
|
As the Group and Company are
reporting a loss from continuing operations for the year then, in
accordance with IAS 33, the share options are not considered
dilutive because the exercise of the share options would have an
anti-dilutive effect. The basic and diluted earnings per share as
presented on the face of the income statement are therefore
identical.
9. Company's result for the
period
The Group has elected to take the exemption under section 408 of
the Companies Act 2006 not to present the Parent Company income
statement account.
The loss for the Parent Company for
the period was £2,502,322 (2023: £2,289,815).
10. Property, plant and equipment
|
|
|
Group
|
|
Company
|
|
|
|
|
£
|
|
£
|
|
|
Cost
|
|
|
|
|
|
|
At 1 July 2022
|
|
10,200
|
|
10,200
|
|
|
Additions
|
|
89,794
|
|
89,794
|
|
|
At 30 June 2023
|
|
99,994
|
|
99,994
|
|
|
Additions
|
|
14,959
|
|
14,959
|
|
|
At
30 June 2024
|
|
114,953
|
|
114,953
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
At 1 July 2022
|
|
10,200
|
|
10,200
|
|
|
Charge for the year
|
|
11,136
|
|
11,136
|
|
|
At 30 June 2023
|
|
21,336
|
|
21,336
|
|
|
Charge for the year
|
|
49,260
|
|
49,260
|
|
|
At
30 June 2024
|
|
70,596
|
|
70,596
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
At 1 July 2022
|
|
-
|
|
-
|
|
|
At 30 June 2023
|
|
78,658
|
|
78,658
|
|
|
At
30 June 2024
|
|
44,357
|
|
44,357
|
|
11. Right-of-use assets
|
|
|
Group
|
|
Company
|
|
|
|
£
|
|
£
|
|
Cost
|
|
|
|
|
|
At 1 July 2022
|
|
158,754
|
|
158,754
|
|
Additions
|
|
-
|
|
-
|
|
At 30 June 2023
|
|
158,754
|
|
158,754
|
|
Additions
|
|
13,214
|
|
13,214
|
|
At
30 June 2024
|
|
171,968
|
|
171,968
|
|
|
|
|
|
|
|
Accumulated amortisation
|
|
|
|
|
|
At 1 July 2022
|
|
31,851
|
|
31,851
|
|
Charge for the year
|
|
32,401
|
|
32,401
|
|
At 30 June 2023
|
|
64,252
|
|
64,252
|
|
Charge for the year
|
|
35,704
|
|
35,704
|
|
At
30 June 2024
|
|
99,956
|
|
99,956
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
At 1 July 2022
|
|
126,903
|
|
126,903
|
|
At 30 June 2023
|
|
94,502
|
|
94,502
|
|
At
30 June 2024
|
|
72,012
|
|
72,012
|
12. Goodwill
|
Net Book Value
|
|
£
|
|
|
|
|
|
Cost
|
|
|
|
At 1 July 2023
|
|
-
|
|
Acquired through business
combinations
|
|
2,038,325
|
|
At
30 June 2024
|
|
2,038,325
|
During the year an amount of £2.0m
(2023: nil) has been acquired through business combinations (see
note 20).
Goodwill represents the excess of
consideration over the fair value of the Group's share of the net
identifiable assets of the acquired subsidiary at the date of
acquisition.
Impairment testing
The carrying amount of goodwill is
allocated across CGUs and is tested annually for impairment by
comparing the recoverable amount of each CGU with its carrying
value.
The identification of CGUs reflects
the way the business is managed and monitored on a business by
business basis, taking into account the generation of cash flows
and the sharing of synergies. Given the similar nature of the
activities of each CGU, a consistent methodology is applied across
the Group in assessing CGU recoverable amounts.
The recoverable amount is the
higher of the value in use and the fair value less the costs of
disposal. The value in use is the present value of the cash flows
expected to be generated by the CGU over a projection period
together with a terminal value. The projection period is the time
period over which future cash flows are predicted. The Group's
methodology is to use a projection period of four years consisting
of detailed cash flow forecasts for the first two years and CGU
specific growth assumptions for years three and four. For periods
after this four year period, the methodology applies a long term
growth rate specific to the CGU to derive a terminal
value.
The value in use calculations are
principally sensitive to revenue growth, including any significant
changes to the customer base, achievability of future profit
margins and the discount rates used in the present value
calculation. The information used for valuation purposes takes into
consideration past experience and the current economic environment
with regard to customer attrition rates and additions to the
customer base, the ability to introduce price increases and new
products and experience in controlling the underlying cost base.
This information is used to determine a long term growth rate which
is consistent with the geographic segments in which the Group
operates and management's assessment of future operating
performance and market share movements. The discount rates used are
determined with assistance provided by external valuation
specialists.
The weighted average long term
growth rate used in 2024 was in the range of 8%-15% (2023: nil)
reflecting the anticipated revenue and profit growth. A pre-tax
discount rate of 40% (2023: nil) has been applied to the value in
use calculations reflecting market assessments of the time value of
money at the balance sheet date.
Based on our impairment testing, no
impairments were identified to the carrying value of goodwill
within the Group. As for the impairment testing for the Group's
CGUs noted above, value in use calculations were prepared based on
management's latest expectations of the performance of the relevant
business over a five year projection period and appropriate long
term growth and discount rates.
13. Intangible assets
Group
|
|
|
Patents &
trademarks
|
|
Customer
relationships
|
|
Brands
|
|
Total
|
|
|
|
|
|
|
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
Cost
|
|
|
|
|
|
|
|
|
|
At 1 July 2022
|
|
625,754
|
|
-
|
|
-
|
|
625,754
|
|
Additions
|
|
75,483
|
|
-
|
|
-
|
|
75,483
|
|
At 30 June 2023
|
|
701,237
|
|
-
|
|
-
|
|
701,237
|
|
Additions
|
|
169,996
|
|
577,000
|
|
25,000
|
|
771,996
|
|
At
30 June 2024
|
|
871,233
|
|
577,000
|
|
25,000
|
|
1,473,233
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortisation
|
|
|
|
|
|
|
|
|
|
At 1 July 2022
|
|
250
|
|
-
|
|
-
|
|
250
|
|
Charge for the year
|
|
656
|
|
-
|
|
-
|
|
656
|
|
At 30 June 2023
|
|
906
|
|
-
|
|
-
|
|
906
|
|
Charge for the year
|
|
9,936
|
|
72,179
|
|
1,253
|
|
83,368
|
|
At
30 June 2024
|
|
10,842
|
|
72,179
|
|
1,253
|
|
84,274
|
|
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
At 1 July 2022
|
|
625,504
|
|
-
|
|
-
|
|
625,504
|
|
At 30 June 2023
|
|
700,331
|
|
-
|
|
-
|
|
700,331
|
|
At
30 June 2024
|
|
860,391
|
|
504,821
|
|
23,747
|
|
1,388,959
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
Patents &
trademarks
|
|
Customer
relationships
|
|
Brands
|
|
Total
|
|
|
|
|
|
|
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
Cost
|
|
|
|
|
|
|
|
|
|
At 1 July 2022
|
|
624,255
|
|
-
|
|
-
|
|
624,255
|
|
Additions
|
|
70,147
|
|
-
|
|
-
|
|
70,147
|
|
At 30 June 2023
|
|
694,402
|
|
-
|
|
-
|
|
694,402
|
|
Additions
|
|
107,448
|
|
-
|
|
-
|
|
107,448
|
|
At
30 June 2024
|
|
801,850
|
|
-
|
|
-
|
|
801,850
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortisation
|
|
|
|
|
|
|
|
|
|
At 1 July 2022
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Charge for the year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
At 30 June 2023
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Charge for the year
|
|
-
|
|
|
|
|
|
-
|
|
At
30 June 2024
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
At 1 July 2022
|
|
624,255
|
|
-
|
|
-
|
|
624,255
|
|
At 30 June 2023
|
|
694,402
|
|
-
|
|
-
|
|
694,402
|
|
At
30 June 2024
|
|
801,850
|
|
|
|
|
|
801,850
|
|
|
|
|
|
|
|
|
|
|
|
Intellectual property is to be
amortised over the expected period that the asset generates
income. A small part of the IP belonging to
the active subsidiary, AxisBiotix Limited, commenced amortisation
in the year ending 30 June 2023.
14. Investments
|
|
|
|
Company: Investments in subsidiary
undertakings
|
|
£
|
|
|
|
|
|
Cost
|
|
|
|
At 1 July 2022
|
|
423,072
|
|
Additions
|
|
59,362
|
|
At 30 June 2023
|
|
482,434
|
|
Additions
|
|
3,160,426
|
|
At
30 June 2023
|
|
3,642,860
|
As at 30 June 2024, the Company
directly owned the following subsidiaries:
|
Name of company
|
Country of
incorporation
|
Proportion of equity
interest
|
|
SkinBiotix Limited
|
United
Kingdom
|
100% of
ordinary shares
|
|
AxisBiotix Limited
|
United
Kingdom
|
100% of
ordinary shares
|
|
MediBiotix Limited
|
United
Kingdom
|
100% of
ordinary shares
|
|
CleanBiotix Limited
|
United
Kingdom
|
100% of
ordinary shares
|
|
PharmaBiotix Limited
|
United
Kingdom
|
100% of
ordinary shares
|
|
Dermatonics Limited
(acquired 25 January 2024)
|
United
Kingdom
|
100% of
ordinary shares
|
15. Inventories
|
|
|
Group
|
|
|
|
2024
|
|
2023
|
|
|
|
£
|
|
£
|
|
Inventories
|
|
472,419
|
|
33,497
|
|
|
|
472,419
|
|
33,497
|
The cost of inventories recognised
as an expense during the year was £525,631 (2023:
£82,252).
The cost of inventories recognised
as an expense includes £nil (2023: £35,386) in respect of
write-downs of inventory to net realisable value.
16. Trade and other receivables
|
|
Group
|
Company
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
Current
|
|
|
|
|
|
|
|
|
Trade debtors
|
279,806
|
|
816
|
|
-
|
|
-
|
|
Corporation tax
|
-
|
|
182,545
|
|
68,425
|
|
182,545
|
|
Sales taxes recoverable
|
-
|
|
108,720
|
|
24,348
|
|
96,240
|
|
Other receivables
|
61,348
|
|
12,693
|
|
11,589
|
|
12,891
|
|
Prepayments
|
56,934
|
|
70,656
|
|
53,117
|
|
40,026
|
|
|
398,088
|
|
375,430
|
|
157,479
|
|
331,702
|
|
Non-current
|
|
|
|
|
|
|
|
|
Amounts due from group
undertakings
|
-
|
|
-
|
|
1,593,553
|
|
1,445,801
|
|
|
-
|
|
-
|
|
1,593,553
|
|
1,445,801
|
The fair values of the Company's
current trade and other receivables are considered to equate to
their carrying amounts. The maximum exposure to credit risk for
trade receivables is represented by their carrying amount. There
are no financial assets which are past due but not impaired. No
current financial assets are impaired.
The amounts owed by subsidiary
undertakings include loans to AxisBiotix Limited and Dermatonics
for £1,976,870 (2023: £1,788,549) which was
discounted to £1,687,877 and then impaired by £7,608, in addition
to earlier years impairment of £86,716 to give a current value of
£1,593,553 (2023: £1,445,801) under IFRS 9, as set out in note 2.
Although the loan has no repayment terms, it is anticipated to be
repaid in 2 years from the date of these financial
statements.
17. Trade and other payables
|
|
Group
|
Company
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
Current
|
|
|
|
|
|
|
|
|
Trade creditors
|
281,062
|
|
194,274
|
|
119,116
|
|
176,176
|
|
Corporation Tax
|
27,257
|
|
-
|
|
-
|
|
-
|
|
Accruals
|
175,712
|
|
236,837
|
|
115,812
|
|
233,839
|
|
Sales taxes payable
|
23,943
|
|
505
|
|
-
|
|
-
|
|
Other taxes
|
14,103
|
|
62,815
|
|
6,095
|
|
61,636
|
|
Other payables
|
3,740
|
|
4,265
|
|
2,304
|
|
3,906
|
|
|
525,817
|
|
498,696
|
|
243,327
|
|
475,557
|
Trade and other payables
principally consist of amounts outstanding for trade purchases and
ongoing costs. They are non-interest bearing and are normally
settled on 30-day terms. The directors consider that the carrying
value of trade and other payables approximates to their fair value.
All trade and other payables are denominated in Sterling. The
Company has financial risk management policies in place to ensure
that all payables are paid within the credit timeframe and no
interest has been charged by any suppliers as a result of late
payment of invoices during the period.
The fair value of trade and other
payables approximates their current book values.
18. Lease liabilities
Group and Company
|
|
|
2024
|
|
2023
|
|
|
|
£
|
|
£
|
|
Maturity analysis
|
|
|
|
|
|
Year 1
|
|
43,485
|
|
37,770
|
|
Year 2
|
|
41,254
|
|
39,029
|
|
Year 3
|
|
-
|
|
35,777
|
|
Year 4
|
|
-
|
|
-
|
|
Year 5
|
|
-
|
|
-
|
|
|
|
84,739
|
|
112,576
|
|
Less future interest
charges
|
|
(5,997)
|
|
(11,930)
|
|
|
|
78,742
|
|
100,646
|
|
Analysed as
|
|
|
|
|
|
Current
|
|
38,881
|
|
31,045
|
|
Non-current
|
|
39,861
|
|
69,601
|
|
|
|
78,742
|
|
100,646
|
19. Convertible Loan Note
On 25th January 2024,
the Company entered into a £5m convertible bond facility with
Macquarie Bank Limited and CLG Capital LLC, from which a tranche of
£1.6m was drawn down on that date in order to finance the upfront
cash consideration for the acquisition of Dermatonics
Limited.
The issue price of each bond was
92% of the principal amount (£10,000 per bond), with the conversion
price set a the higher of (i) 93% of the 5-day Volume Weighted
Average Price of the Shares on one trading day selected by the
holder in its sole discretion out of the 5 trading days immediately
preceding the date of the conversion notice, and (ii) the minimum
conversion price (£0.0475 for the first tranche). The convertible
bonds shall have a maturity of two years from issuance.
In addition, under the first
tranche 2,349,244 warrants were issued with an exercise price of
£0.204321 per share; the warrants expire 3 years after
issuance.
Group and Company
|
|
|
2024
|
|
2023
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
Proceeds of issue of convertible
loan notes
|
|
1,600,000
|
|
-
|
|
Transaction costs
|
|
(128,000)
|
|
-
|
|
Net proceeds from issue of
convertible loan notes
|
|
1,472,000
|
|
-
|
|
|
|
2024
|
|
2023
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
As at 1 July 2023
|
|
-
|
|
-
|
|
Drawdown
|
|
1,600,000
|
|
-
|
|
Conversions into equity during the
year
|
|
(860,000)
|
|
|
|
Liability at 30 June
2024
|
|
740,000
|
|
-
|
The interest expensed for the year
is calculated by applying an effective interest rate of 1% per
annum over the 3-month term SONIA rate and payable quarterly in
cash. The interest expense during the year was £29,054 (2023:
£0).
20. Business combinations
This note details acquisition
transactions carried out in the current period. For accounting
policies see 'Business combinations and goodwill' in note
2.
The Group has developed a process
to assist with the identification of the fair values of the assets
acquired and liabilities assumed, including the separate
identification of intangible assets in accordance with IFRS 3
'Business Combinations' as revised. This formal process is applied
to each acquisition and involves an assessment of the assets
acquired and liabilities assumed.
The consideration paid or payable
in respect of acquisitions comprises amounts paid on completion and
deferred consideration. All consideration has been allocated
against the identified net assets, with the balance recorded as
goodwill. Transaction costs and expenses such as professional fees
are charged to the income statement. The acquisitions provide
opportunities for further development of the Group's activities and
to create enhanced returns.
On 25 January 2024,
SkinBioTherapeutics Plc acquired 100% of Dermatonics Ltd for an
initial sum of £1.75m plus £1.25m earn out over three years. £0.5m
earn out was paid on 20 May 2024, £0.5m is due within 1 year and
£0.25m is due after 1 year. This gives a total consideration
£2.99m. The deferred consideration is based on Dermatonics Ltd
achieving an EBITDA target in the 12 months to 31 January 2025 and
again in the 12 months to 31 January 2026.
Aggregate net assets at the date of
acquisition:
|
|
£
|
|
Property, plant and
equipment
|
9,367
|
|
Intangible assets
|
35,354
|
|
Cash and cash equivalent
|
147,222
|
|
Trade and other
receivables
|
191,047
|
|
Inventories
|
535,341
|
|
Trade and other payables
|
(411,577
|
|
Net assets
|
506,754
|
|
Deferred tax liability
|
(150,624)
|
|
Fair Value of Assets at acquisition:
|
|
|
Trade Name
|
25,000
|
|
Customers
|
577,000
|
|
Goodwill
|
2,038,325
|
|
Total consideration
|
2,996,455
|
Goodwill of £2.04m (2023: nil)
reflects certain intangibles that cannot be individually separated
and reliably measured due to their nature. These items include
value of expected synergies arising from business combination and
the experience and skill of the acquired workforce. The fair value
of the acquired trademark, brand and customer base was identified
and included in intangible assets detailed in note 13.
Acquisition costs of £318k (2023:
nil) have been expensed through operating costs, £226k of these
relate to the acquisition with further expenses relating to the
convertible loan raise of £92k.
The acquisition of Dermatonics
contributed £960k to the Group's revenue and £124k to the Group's
operating loss.
The estimated contribution from the
Dermatonics acquisition to the results of the Group for the year
ended 30 June 2024 if such an acquisition had been made at the
start of the financial year are £1.9m to revenue and £202k to
operating losses.
21. Financial instruments
Maturity analysis
A summary table with maturity of
financial assets and liabilities presented below is used by
management to manage liquidity risks. The amounts disclosed in the
following tables are the contractual undiscounted cash flows.
Undiscounted cash flows in respect of balances due within 12 months
generally equal their carrying amounts in the statement of
financial position, as the impact of discounting is not
material.
The maturity analysis of financial
instruments at 30 June 2024 is as follows:
|
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount
|
|
On demand and less than 3
months
|
|
3 to 12
months
|
|
1 to 2
years
|
|
2 to 5
years
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
800,904
|
|
800,904
|
|
-
|
|
-
|
|
-
|
|
Trade and other
receivables
|
|
341,155
|
|
341,155
|
|
-
|
|
-
|
|
-
|
|
|
|
1,142,059
|
|
1,142,059
|
|
-
|
|
-
|
|
-
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
460,743
|
|
460,743
|
|
-
|
|
-
|
|
-
|
|
Lease liabilities
|
|
84,739
|
|
10,871
|
|
32,614
|
|
41,254
|
|
-
|
|
Convertible loan note
|
|
740,000
|
|
-
|
|
-
|
|
740,000
|
|
-
|
|
Deferred consideration
|
|
750,000
|
|
-
|
|
500,000
|
|
250,000
|
|
-
|
|
Deferred tax
|
|
150,624
|
|
|
|
|
|
-
|
|
150,624
|
|
|
|
2,186,106
|
|
471,614
|
|
532,614
|
|
1,031,254
|
|
150,624
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount
|
|
On demand and less than 3
months
|
|
3 to 12
months
|
|
1 to 2
years
|
|
2 to 5
years
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
524,854
|
|
524,854
|
|
-
|
|
-
|
|
-
|
|
Trade and other
receivables
|
|
11,588
|
|
11,588
|
|
-
|
|
-
|
|
-
|
|
Intercompany debtors
|
|
1,593,553
|
|
1,539,553
|
|
|
|
|
|
|
|
|
|
2,129,995
|
|
2,129,995
|
|
-
|
|
-
|
|
-
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
237,231
|
|
237,231
|
|
-
|
|
-
|
|
-
|
|
Lease liabilities
|
|
84,739
|
|
10,871
|
|
32,614
|
|
41,254
|
|
-
|
|
Convertible loan note
Deferred consideration
|
|
740,000
750,000
|
|
-
-
|
|
-
500,000
|
|
740,000
250,000
|
|
-
-
|
|
|
|
1,811,970
|
|
248,102
|
|
532,614
|
|
1,031,254
|
|
-
|
The maturity analysis of financial
instruments at 30 June 2023 was as follows:
|
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount
|
|
On demand and less than 3
months
|
|
3 to 12
months
|
|
1 to 2
years
|
|
2 to 5
years
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
1,311,834
|
|
1,311,834
|
|
-
|
|
-
|
|
-
|
|
Trade and other
receivables
|
|
13,509
|
|
13,509
|
|
-
|
|
-
|
|
-
|
|
|
|
1,325,343
|
|
1,325,343
|
|
-
|
|
-
|
|
-
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
435,881
|
|
435,881
|
|
-
|
|
-
|
|
-
|
|
Lease liabilities
|
|
112,576
|
|
8,498
|
|
29,272
|
|
39,029
|
|
35,777
|
|
|
|
548,457
|
|
444,379
|
|
29,272
|
|
39,029
|
|
35,777
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount
|
|
On demand and less than 3
months
|
|
3 to 12
months
|
|
1 to 2
years
|
|
2 to 5
years
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
1,124,961
|
|
1,124,961
|
|
-
|
|
-
|
|
-
|
|
Trade and other
receivables
|
|
12,892
|
|
12,892
|
|
-
|
|
-
|
|
-
|
|
Intercompany debtors
|
|
1,445,801
|
|
1,445,801
|
|
|
|
|
|
|
|
|
|
2,583,654
|
|
2,583,654
|
|
-
|
|
-
|
|
-
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
413,923
|
|
413,923
|
|
-
|
|
-
|
|
-
|
|
Lease liabilities
|
|
112,576
|
|
8,498
|
|
29,272
|
|
39,029
|
|
35,777
|
|
|
|
526,499
|
|
422,421
|
|
29,272
|
|
39,029
|
|
35,777
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22. Share capital
|
Company - Issued and fully paid
|
|
|
|
Number of
shares
|
|
Share
capital
|
|
Share
premium
|
|
As at 1 July 2022
|
|
156,780,236
|
|
1,567,802
|
|
8,758,037
|
|
As at 30 June 2023
|
|
173,138,854
|
|
1,731,389
|
|
10,947,874
|
|
Ordinary share issued at 1p per
share
|
|
17,224,087
|
|
172,240
|
|
3,100,336
|
|
Costs related to shares
issued
Shares issued from convertible
loan
|
|
-
11,892,282
|
|
-
118,923
|
|
(281,614)
741,077
|
|
As
at 30 June 2024
|
|
202,255,223
|
|
2,022,552
|
|
14,507,673
|
On 22 November 2023 17,224,087
ordinary shares were issued by way of a placing at a price of 19p
per share to raise finance.
On 13 February 2024 487,659
ordinary shares were issued by way of conversion at a price of
10.25p per share.
On 29 February 2024 836,825
ordinary shares were issued by way of conversion at a price of
9.559935p per share.
On 14 March 2024 1,108,524 ordinary
shares were issued by way of conversion at a price of 7.2168p per
share.
On 8 April 2024 7,583,958 ordinary
shares were issued by way of conversion at a price of 6.592863p per
share.
On 30 May 2024 1,875,316 ordinary
shares were issued by way of conversion at a price of 7.998651p per
share.
Share capital is the amount
subscribed for shares at nominal value, issued and fully
paid.
Share premium is the amount
subscribed for share capital in excess of nominal value.
23. Share-based payments
Share options
The Group operates share-based
payment arrangements to remunerate directors and others providing
similar services in the form of a share option scheme. The exercise
price of the option is normally equal to the market price of an
ordinary share in the Group at the date of grant. Each share option
converts into one ordinary share of the Group on exercise. No
amounts are paid or payable by the recipient on receipt of the
option. The options carry neither rights to dividends nor voting
rights.
Movements in the number of share
options outstanding and their related weighted average exercise
prices are as follows:
|
Group and company
|
|
2024
|
|
2023
|
|
|
|
Number of
options
|
|
Weighted average exercise
price
|
|
Number of
options
|
|
Weighted average exercise
price
|
|
|
|
|
|
£
|
|
|
|
£
|
|
Outstanding at 1 July
|
|
16,729,343
|
|
0.11
|
|
17,379,343
|
|
0.12
|
|
Granted during the year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Forfeited/cancelled during the
year
|
|
-
|
|
-
|
|
(650,000)
|
|
0.38
|
|
Outstanding at 30 June
|
|
16,729,343
|
|
0.11
|
|
16,729,343
|
|
0.11
|
No share options were issued in the
year. The charge recognised for the year ended 30 June 2024 for
share options is £0 (2023: £1,274). The following assumptions were
used in the calculations:
|
Deed pool
|
|
1
|
|
2
|
|
3a
|
|
3b
|
|
3c
|
|
Grant date
|
|
05/04/17
|
|
05/04/17
|
|
05/04/17
|
|
05/04/17
|
|
05/04/17
|
|
Exercise price
|
|
9p
|
|
9p
|
|
9p
|
|
9p
|
|
9p
|
|
Share price at grant
date
|
|
9p
|
|
9p
|
|
9p
|
|
9p
|
|
9p
|
|
Risk-free rate
|
|
0.24%
|
|
0.24%
|
|
0.16%
|
|
0.16%
|
|
0.16%
|
|
Volatility
|
|
60%
|
|
60%
|
|
60%
|
|
60%
|
|
60%
|
|
Expected life
|
|
3.5
years
|
|
3.5
years
|
|
2.75
years
|
|
2.75
years
|
|
2.75
years
|
|
Fair value
|
|
2.58p
|
|
1.85p
|
|
2.30p
|
|
2.30p
|
|
2.30p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deed pool
|
|
4
|
|
5
|
|
6
|
|
7
|
|
8
|
|
Grant date
|
|
18/04/19
|
|
18/04/19
|
|
18/04/19
|
|
03/03/20
|
|
08/04/20
|
|
Exercise price
|
|
18p
|
|
18p
|
|
18p
|
|
9.5p
|
|
9p
|
|
Share price at grant
date
|
|
18p
|
|
18p
|
|
18p
|
|
9.5p
|
|
7p
|
|
Risk-free rate
|
|
0.75%
|
|
0.75%
|
|
0.75%
|
|
0.29%
|
|
0.12%
|
|
Volatility
|
|
60%
|
|
60%
|
|
60%
|
|
80%
|
|
80%
|
|
Expected life
|
|
3.5
years
|
|
3.5
years
|
|
3.5
years
|
|
0
years
|
|
2
years
|
|
Fair value
|
|
2.85p
|
|
3.99p
|
|
3.48p
|
|
9.50p
|
|
0.87p
|
The closing share price per share
at 30 June 2024 was 8.75p (30 June 2023: 12.5p).
Expected volatility is based on a
conservative estimate for an AIM listed entity. The expected life
used in the model has been adjusted, based on management's best
estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
24. Related party transactions
|
Group and company
|
|
|
|
|
|
Key management personnel
compensation
|
|
2024
|
|
2023
|
|
|
|
£
|
|
£
|
|
Short-term employee benefits
including social security costs
|
|
749,202
|
|
934,467
|
|
Post-employment benefits
|
|
12,110
|
|
13,218
|
|
Share-based payments
|
|
-
|
|
11,375
|
|
|
|
761,312
|
|
959,060
|
Compensation figures above include
directors and key management personnel.
Transactions with other related
parties
During the period ended 30 June
2024, the Company was charged fees of £57,123 (2023: £55,440) by
Invictus Management Ltd, a company in which Martin Hunt, a director
of the Company, is also a director. These fees relate to Martin
Hunt's consultancy services to the Company. As at 30 June 2024
£5,557 (2023: £5,292) was outstanding.
During the period ended 30 June
2024, the Company was charged fees of £28,550 (2023: £28,096) by
Biolatris Ltd, a company in which Dr Cathy Prescott, a director of
the Company, is also a director. These fees relate to Dr Cathy
Prescott's consultancy services to the Company. As at 30 June 2024
£nil (2023: £nil) was outstanding.
25. Ultimate controlling party
No one shareholder has control of
the Company.
26. Events after the reporting date
The Company has evaluated all
events and transactions that occurred after 30 June 2024 up to the
date of signing of the financial statements.
On 7 August 2024 the Company
completed a fundraise through a placing raising £1.56m of gross
proceeds.
On 10 October 2024
SkinBioTherapeutics signed an agreement to acquire 100% of Bio-Tech
Solutions Limited for an enterprise value consideration of £1.25m.
The purchase price was settled in cash and financing of the
transaction was arranged through a combination of debt and equity
with an existing long-term shareholder in SkinBioTherapeutics
plc.
No other
material subsequent events have occurred that would require
adjustment to or disclosure in the financial statements.