29 September 2025
("
Final Results for the year ended 30 June 2025
Financial Highlights
- Total income (revenue and grant income) increased 46% to £834,156 (2024: £570,561), meeting market expectations
- The operating loss decreased 32% to £457,791 (2024: £670,816)
- The loss after taxation decreased 32% to £415,254 (2024: £609,352)
- Cash and cash equivalents at 30 June 2025 of £461,242 (30 June 2024: £191,072)
- At 30 June 2025, the surplus of shareholders' funds was £692,171 (30 June 2024: £282,527)
- The Company continues to build its pipeline with the average total value of contract wins over FY24 and FY25 averaging over £1 million per annum, a 63% increase on the yearly average of the previous five years
- The Company started the new financial year ending 30 June 2026 (FY26) with approximately £594k of contracted revenue that is projected to be recognised within the year. This compares with approximately £500k worth of contracts carried forward from the year ended 30 June 2024 (FY24) to the year ended 30 June 2025 (FY25), a 19% year-on-year increase
- The Board expects that £60k worth of Grant Income will be recognised in FY26 to fund the Personalised Medicine Initiative
- Successful completion of two fundraises (each fundraise comprising a placing and a WRAP Retail Offer), raising gross £406,417 (9 July 2024) and gross £500,000 (18 February 2025), primarily for use in funding key business growth initiatives
Operational highlights
- Appointment of Head of Quantitative Pharmacology and Data Science, Dr
Mark Davies in November 2024 and appointment of Head of Biometrics,Jesse Thissen commencing in July 2025 - Official launch of the Biometrics service line and announcement of the Company's first two Biometrics contracts worth £111k in aggregate
- Expansion of services into new therapeutic areas: 50% of projects delivered in FY25 were in therapeutic areas outside of oncology, compared to an average of 5% over the previous three years.
- Diversification of client base: 31% of all contract awards in FY25 were from new clients, compared to 17% over the prior six years. Notable follow-on contracts with
Numab Therapeutics andCancer Research UK - Clinical Trial Approval of grant funded PREDICT-ONC trial with patient recruitment reaching 20% of the 100 patient target. The Innovate
UK and Office for Life Science funded trial aims to generate the data required to advance the development of the Company's G-CSF dosing tool. The Company will receive £137,376 out of the total £570,651 grant award - Publication of three peer-reviewed scientific articles with Merck KGaA, Astellas Inc and Ankyra Therapeutics Inc., reflecting the impact the Company's expertise and tools has on supporting leading biotechnology and pharmaceutical companies with their drug development efforts
Post period end
- Implementation of the Company's Personalised Dosing Software onto
DoseMe's newly launched platform and expansion of the partnership withDoseMe to explore the development of Dosing Software for new therapies - Two additional contract awards, one with
Numab Therapeutics and one with a largeUK based biotech client at the forefront of AI-driven drug development
Dr
"Following our strategic review early in 2024, the Company has made significant progress across its key growth initiatives. Changes and investments made initially resulted in record levels of contract wins in the year ended 31 June 2024 and I'm delighted to report that this momentum has been maintained in the year ended 30 June 2025 with total income growth of 46% year-on-year. Off the back of this, we're starting the current financial year ending 30 June 2026 with a record level of contracted projects, a new biometrics service-line already generating revenue, and real progress across our personalised medicine dosing software initiative."
For more information about
Enquiries:
Dr
+44 (0)1235 841575
Hybridan LLP (Broker)
+44 (0) 203 764 2341
Strand
+44 (0)20 7409 3494
Notes to Editor
About
Chairman and Chief Executive Officer's Statement
Overview
The Company has continued to advance the operating model introduced by CEO Dr
The Company's core focus continues to be its Modelling and Simulation service-line, which accounted for all consultancy revenue in FY25. At the start of FY25, the business aimed to further diversify its client base, expand into new therapeutic areas, and increase conversion rate of pipeline opportunities to contract awards. As a result, Modelling and Simulation revenue grew 44% compared with FY24. New clients represented 31% of contracts in FY25 (up from an average of 17% over the prior six years) and total new client contract value rose 23% year-on-year. Projects outside oncology comprised 50% of FY25 projects (5% average over the preceding three years), while the conversion rate improved by approximately 30% compared to FY24. In parallel to growing this service line, the Company remains committed to maintaining a high-quality service whilst offering its clients a bespoke and flexible solution. As a result, 42% of clients contract with the Company more than once, with 18% contracting more than three times. The business still maintains long lasting relationships with several of its clients with FY25 seeing new contract awards with CRUK and
The Company officially launched its Biometrics service-line in FY25, enabling it to start offering its clients Biostatistics and Statistical Programming consulting solutions. The initial investment was made in a variety of go-to-market activities, including an update of the website and marketing materials, along with several client engagement campaigns. During the year, the Company announced the recruitment of a new Head of Biometrics,
The Company is advancing its Personalised Dosing Initiative by generating additional calibration and validation data through the Innovate
After several rounds of software deployment, evaluation, and debugging, the Company also reported the implementation of its personalised dosing software on
Financial Review
The Company's total income for the year ended 30 June 2025 (FY25) is £834,156 and its loss after tax is £415,254. This represents a 46% increase in total income and a 32% decrease in loss after tax when compared to the financial year ended 30 June 2024 (FY24). Both metrics are in line with market expectations for the year, indicating an upward trend in business performance and cost management. This trend is highlighted further by the Company's sales pipeline performance, with the average total value of contract wins over FY24 and FY25 reaching over £1 million per year, a 63% increase on the yearly average over the previous five years. The Company has started the current financial year ending 30 June 2026 (FY26) with approximately £594k of contracted revenue (a 19% increase compared to the £500k brought forward from FY24) and £60k of grant income that are projected to be recognised within the year.
At 30 June 2025, the surplus of shareholders' funds was £692,171 (30 June 2024: £282,527) of which cash and cash equivalents were £461,242 (30 June 2024: £191,072).
The Company completed two fundraises during FY25, raising gross proceeds of £406,417 (9 July 2024) and gross £500,000 (18 February 2025), to support investment across its key growth initiatives. This includes recruitment of further technical team members to accelerate conversion of the pipeline and expansion of services, further investment in business development and marketing, exploration of strategic options to accelerate growth of the biometrics service-line and deployment of the Personalised Medicine Tool onto the DoseMeRx platform.
Staff
Building upon the strategic review conducted in early 2024, the Company invested in several key hires in FY25. This included the appointment of Dr
Staff utilisation rates are regularly reviewed as part of the Company's workforce planning process and the Company would like to thank all its staff for their continuing hard work and commitment during the year.
Outlook
The biopharmaceutical market in which the Company operates is currently facing significant headwinds. Biotech companies and other drug development organisations are continuing to experience difficulties in securing capital for research and development programmes, while changes in the geopolitical environment are leading to significant uncertainty in the market, especially on pricing and cross-border trades. The continuing tight financing environment has led many biopharma companies to restructure and reduce their workforce.
To adapt to these market pressures, the Company continues its transformative journey following the strategic review of
Starting FY26, the Company continues this momentum, taking forward approximately £653k of contracted consultancy revenues (£594k projected to be recognised in FY26) and approximately £60k worth of grant income into FY26. Furthermore, the Company enters FY26 with a robust late-stage sales pipeline and notable advancements in its key growth initiatives, including the recently launched Biometrics Service line and expansion into new therapeutic areas.
Whilst market conditions are set to remain challenging at least in the short-term, the demand for Model-Informed Drug Development and Biometrics services is still set to increase. The Board is confident that the Company will capitalise on these opportunities along with the strong foundation it has established to sustain positive momentum throughout FY26.
Strategic Report
Principal activities
Modelling, Simulation and Data Science
Until recently, the Company focused primarily on providing modelling, simulation, and data science services to support discovery, preclinical, and clinical drug development activities. Fee-for-service revenue is generated by delivering insights to clients through advanced modelling techniques and data science approaches. The Company leverages its proprietary Virtual Tumour™ predictive software alongside industry-standard tools such as MATLAB and also develops customised models. In recent years, enhancements to Virtual Tumour™ have been made to address specialised areas including immuno-oncology, DNA damage repair inhibitors, radiation therapy, and other fields of expertise. Many projects necessitate a combination of methodologies to deliver optimal insights for clients. Client organisations place significant value on the knowledge and experience of our team when evaluating data and designing new programmes. The team's exposure to, and growing proficiency in, a diverse range of therapeutic areas and treatment modalities continues to attract both new and existing clients.
The Company leverages expertise in discovery, preclinical, and clinical pharmaceutical R&D to help clients efficiently extract insights from data through analysis, visualisation, interpretation, and mathematical modelling. This supports clients throughout drug development in optimising treatments, selecting the best targets, drugs, dosages, timing, and combinations. The Company adds significant value during early drug development, especially when moving from pre-clinical to first-in-human studies, by assisting with clinical trial design and regulatory justification. Recent projects that demonstrate these capabilities include:
• supporting a Swiss-based Biotech company's inflammation pipeline with the design and selection of a lead drug candidate to take forward into clinical trials;
• partnering with a
• supporting a big pharma company in optimising the balance of efficacy and toxicity for a variety of complex cancer regimens combining different drug modalities - including chemotherapy and targeted therapies;
• providing analytical support to a biotechnology company developing therapeutics for Rheumatoid Arthritis by modelling preclinical and First-in-Human trial data. This work aims to inform population-based dosing strategies in preparation for their forthcoming Phase 2 clinical trial.
Biometrics
FY25 saw the Company officially launching its new Biometrics service-line. Biometrics is an umbrella term incorporating Biostatistics, Statistical Programming, and Data Management: all essential components of clinical research. It plays a pivotal role in the setup, conduct, and reporting of clinical trials, ensuring studies are well-designed so that any effect of the therapy can be detected, data is accurately collected and analysed, and results are interpreted correctly. Regulatory authorities across the world require robust biometrics practices to approve new drugs. Biometrics typically incorporates three main areas:
1. Biostatistics: Supporting the design of clinical studies and analysis of resulting data
2. Statistical Programming: Use of programming language to process, analyse and visualise clinical data
3. Data Management: Setup and oversight of the collection, entry, and validation of clinical trial data
The strategic rationale for developing Biometrics service capabilities was three-fold; first, the application of Modelling & Simulation and Biometrics in drug development overlaps, with the output of the former often being a key input to the latter, allowing for natural follow-on work to be offered to clients. Second, Biometrics is a necessary component of the setup, conduct and reporting of any interventional clinical trial, from Phase 1 through to Phase 4, regardless of the therapeutic area. This opens up a significant market for the Company, giving greater opportunity to scale. Finally, with both service lines utilising the same business model and similar expertise across mathematics and data science, this allows the Company to operate flexible staffing across service lines to meet demand and maximise utilisation.
In addition to announcing the official launch of the Biometrics Service-Line in FY25, the Company also announced the recruitment of the new Head of Biometrics as well as signing its first ever Biometrics contracts. These two new contracts are with a
Personalised Medicine
In addition to its consultancy service business, the Company has continued to develop its technology for use in the field of personalised medicine.
To date this work has been funded by three Innovate
In January 2025, the Company reported that the PREDICT-ONC project received regulatory and ethical approval, allowing its partner
The Company recently announced that following several iterations of software deployment, evaluation and debugging, it had successfully implemented its dosing software onto its partner
The Company announced in July 2025 that it had agreed non-binding Heads of Terms with DoseMe Inc with the intention of expanding their partnership beyond the Company's current personalised dosing software. The partnerships aim is to explore the co-development of new dosing software in oncology or other therapeutic areas.
Business Model
The Company's core commercial activity centres on providing advanced Modelling & Simulation and Biometrics consulting services. These specialised offerings are underpinned by significant internal expertise and proprietary tools, including the Company's exclusive Virtual Tumour™ pre-clinical and clinical models.
Although the Company continues to explore alternative options, it is envisaged that fee-for-service consulting will continue to be the main driver of revenues in the short to medium term. The Company aims to generate additional income in the medium to long term from its Personalised Medicine dosing software initiatives, as well as explore new opportunities that M&A could bring, including in new markets or therapeutic areas that would be complimentary.
Key strengths
The consulting business is the core of the Company's commercial activity and we believe that it is unique in a number of respects:
•
•
• The team possesses specialised expertise in the sourcing, curation, and analysis of healthcare data. Whether the data originates from clients or is drawn from public sources,
• The Company differentiates itself to its competitors by offering flexible, bespoke services that best answer our clients' questions and fit in with their timelines.
• Continue to expand and diversify the core consulting business (Modelling & Simulation) both through repeat business and through the acquisition of new clients.
• Leverage the momentum from the recent launch of the Biometrics services line and the initial contract awards by further investing in operational and go-to-market activities necessary to expand the pipeline and secure additional contracts. In the short-term, the focus will remain on building capabilities and pipeline across Biostatistics and Statistical Programming, with a medium to long term aspiration to develop data management solutions.
• In parallel to driving organic growth across both consulting service-lines, explore strategic options to accelerate growth - either through partnerships or business acquisition.
• Supplement the core consulting revenues through grant funded projects, especially in the field of personalised medicine (CRUK, Innovate
• Pursue the development of new, complementary business areas including personalised medicine and additional service offerings in drug discovery and development to enhance long-term value for the organisation and shareholders.
Obligations under s172 of the Companies Act
The Directors are mindful of their obligations under s172(1) of the Companies Act 2006 to act in good faith to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the following:
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Principle |
Company's actions |
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The likely consequences of any decision in the long term. |
The Company has a long-term vision as set out in this report. |
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The interests of the Company's employees. |
The Company values its employees and implements training, offers development opportunities and has in place appropriate incentive programs to support their retention. |
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The need to foster the Company's business relationships with suppliers, customers and others. |
The Company spends significant effort in reaching out to new and existing customers and in soliciting their feedback following engagements. The Company also prides itself on having good relationships with all key suppliers. |
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The impact of the Company's operations on the community and the environment. |
The Company's operations have minimal impact on the community and environment. |
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The desirability of the Company maintaining a reputation for high standards of business conduct. |
The Company maintains a high standard of business ethics, complying with the QCA code (updated version II) for corporate governance. |
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The need to act fairly as between members of the Company. |
The Company treats all members equitably and attempts to ensure a timely and accurate flow of information to all members. |
Review of Business
The Company is principally engaged in providing consulting services to pharmaceutical companies in the areas of outsourced Modelling and Simulation (Model-Informed Drug Development) and Biometrics.
• Total income (revenue and grant income) increased 46% to £834,156 (2024: £570,561)
• The operating loss decreased 32% to £457,791 (2024: £670,816)
• The loss after taxation decreased 32% to £415,254 (2024: £609,352)
• At 30 June 2025, the surplus of shareholders' funds was £692,171 (30 June 2024: £282,527)
• Cash and cash equivalents at 30 June 2025 of £461,242 (30 June 2024: £191,072)
Consulting Business
• Deep experience and knowledge of disease biology - historically oncology but expanding rapidly into other therapeutic areas;
• Data-driven approaches to supporting clients' R&D projects, deriving insights from often complex and disparate data sets; and
• A level of flexibility and responsiveness that is not typically found in larger organisations.
• Engagement of external social media, marketing and public relations expertise to advise and support the Head of Business Development and service-line heads in the execution of key marketing initiatives;
• Publication of thought leadership materials, including two blog posts in partnership with Weatherden, a clinical development consultancy based in the
• Publication of three peer reviewed scientific articles in collaboration with Merck KGaA, Astellas Inc and Ankyra Therapeutics Inc.;
• Continued use of social media to engage with current and potential new clients;
• Attendance at key conferences such as this year (FY25) at ASCPT where Merck KGaA and
• A refresh of
The Company continues to be successful in attracting repeat business this year from clients such as
The Company's clients in this financial year have been located in the
Personalised Medicine
The personalised medicine and digital health space continues to generate significant interest from both investors and healthcare systems. Many start-ups in this area focus on the use of genetic markers or the pattern-recognition capabilities of artificial intelligence applications. However,
The Company has developed a tool for personalised dosing, funded mainly by three Innovate
Strategic and financial performance indicators
The Company is focused on the creation of long-term value for its shareholders and becoming cash generative.
The Directors consider that the key performance indicators are those that communicate the financial performance and strength of the Company as a whole: these being revenue, profitability, and shareholders' funds, as well as indicators of future performance: being value of new contracts won and contracted future revenue. Pipeline value and conversion rate is also monitored by the Board monthly.
Total revenues during the last six financial years (year ended June 2020 to year ended June 2025) exceed the total revenues of the first eighteen accounting periods (from incorporation to June 2019).
Over the past three financial years, total income has risen by 38%, from £606k in FY23 to £834k in FY25. During this time frame, the Company effectively managed operating expenses, keeping increases in line with inflation-costs rose by 4% from FY24 to FY25 and by 5% from FY23 to FY24. As a result, the loss after tax for FY25 was reduced by 32% compared to FY24 and by 13% compared to FY23, indicating a significant improvement throughout the period.
The net assets as at 30 June 2025 of £692k have fallen from their peak at June 2020 of £1,315k, primarily due to strong market head winds in FY23 and FY24, along with increased investment in people and technology needed to drive future growth.
The average total value of contract wins over FY24 and FY25 reached a record high of over £1 million per year, a 63% increase on the yearly average over the previous five years. The Company started FY26 with approx. £594k of contracted revenue that is projected to be recognised within the year. This compares to approximately £500k worth of contracts carried forward from FY24 into FY25, a 19% year-on-year increase.
Principal Risks
The Company faces a number of risks and maintains a risk register that identifies specific risks, their potential impact, their likelihood and mitigating actions. This register is updated as required and on an annual basis as a minimum. Selected key risks are addressed below.
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Risk |
Description |
Mitigation |
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Loss of major customer
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The business has a high dependence on repeat business. This leads to the risk that these existing customers could significantly reduce or cancel its contracts with the Company. |
For the year ending 30 June 2025, new contracts from repeat clients contributed to 64% of the value of all contracts won in that period, with 36% of the value coming from contracts signed with new clients. The total value of new client contracts has continued to increase year on year since FY23, with total value from new clients in FY25 being 515% higher than FY23 and 23% higher than FY24. Dependence on a single key client dropped from 80% of revenue in FY19 to 37% in FY25. |
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Competition
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The Company continued to expand and diversify its services. FY24 and FY25 has seen the expansion of the Modelling and Simulation service-line into therapeutic areas outside oncology and supporting clients further upstream in the drug development cycle in discovery. In addition, the Company has established a second service-line, Biometrics, which allows the business to provide clients a much broader service, enabling access to a much larger market. The Company also continues to assess its pricing to ensure it remains competitive and has increased its rates on average by 14% per year over the last two years, whilst reaching a total value of contract wins of over £1m per year average for FY24 and FY25, 63% higher on the yearly average over the previous five years. Utilising feedback from clients and competitor intelligence, the Company continues to evolve its Virtual Tumour™ platform to improve the scope and applicability of the technology, adding further value to its clients and differentiating the service from its competitors. The Company continues to develop its personalised medicine offering that once developed will provide a potential new source of income beyond consultancy services. |
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Personnel & skills
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The success and future growth of the Company is in part dependent on the continued performance and delivery of certain Directors, managers, key staff and contractors. The Company operates in a highly specialised field where there is strong competition for required skills and talent. Key personnel leaving the Company could lead to a short-term reduced capacity to service client projects. |
The Company seeks to recruit, develop, and manage talent on a continuous basis and has built a network of contracted specialists who can provide additional resource when required. In order to attract the best talent, the Company offers competitive packages to its staff which include a share option scheme, private medical insurance and flexible working. A collegiate working environment and opportunities for personal and professional development also help to maintain staff satisfaction. Over the course of this financial year, the Company has successfully attracted and recruited a Head of Biometrics, Head of Quantitative Pharmacology and Data Science, a Quantitative Pharmacology Scientist and a Principal Consultant Clinical Pharmacology contractor.
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Financial
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The financial risks faced by the Company include the ability to cover working capital needs, raise sufficient funds to support the Company through to profitability and failure to secure further contracts. The process of winning major contracts is typically protracted and the Company operates in a competitive environment. This means the Company often faces significant uncertainties in its cash flow. |
The Board addresses financial uncertainties by monitoring actual performance against internal projections and responding to significant variances. The Company also employs tight cost controls across the business and has from time to time raised funds from investors. The Company seeks to ensure cash availability for working capital purposes and to reduce credit risk arising from cash and short-term deposits with banks and other financial institutions by holding deposits with an institution with a medium grade credit rating or better. In July 2024 and February 2025, the Company completed two fundraises totalling £906k gross to support expansion of the core Modelling and Simulation service-line, and continued development of Biometrics capability and of its personalised medicine software. |
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Regulation Changes
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The Company's customers are predominately pharmaceutical and biotechnology companies who require outsourced quantitative pharmacology and biometrics services. There is a risk that the business model is impacted by future changes in regulations in the medical and pharmaceutical industry. |
The Company regularly reviews regulations changes through proactive discussions with key industry officials, professional advisers and regulatory bodies where appropriate. Major agencies such as the FDA are actively promoting the use of Modelling and Simulation (Quantitative Pharmacology) and issue advisory papers which set out their thinking. Biometrics, which includes Biostatistics, Statistical Programming and Data Management are required under international regulation (ICH E9). This means that all interventional clinical trials setup and run across major markets (including the US, EU, |
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Systems & infrastructure
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The Company is dependent on its IT technical infrastructure and systems for the management of its core operations and research and development programmes. |
Continuity of access to data and the integrity of this data is maintained through the implementation of a system of data storage, offsite backup, and monitoring of key coding and modelling data. The Company maintains a variety of systems that monitor system threats, along with utilisation encrypted data storage and multi-factor authentication. |
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Prevailing economic conditions
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Biotech companies and other drug development organisations, including many of
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Following the drop in revenues in FY23 and FY24 the Company has started to recover back to revenue levels seen previously. In addition, the Company is now achieving record levels of sales, with average total value of contract wins over FY24 and FY25 being 63% higher than the previous five years. The Company is also building momentum across its key growth initiatives, including the newly launched Biometrics service-line. The Company believes that this new service-line will be instrumental in efforts to scale the business and growth of future revenues. Additional new service lines are being explored by the Company to allow access to broader markets. |
Directors' Report
The Directors submit their report and the audited financial statements of
Results
There was a loss for the year after taxation amounting to £415,254 (2024 loss after tax: £609,352). In view of accumulated losses, and given the stage of the Company's development, the Directors are unable to recommend the payment of a dividend.
Directors
The Directors who served during the year were:
Dr J S Millen
Dr T H Corn
Mr S Kumar
Dr P J Sargent
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by United Kingdom (UK). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the financial performance and cash flows of the Company for that year.
The financial statements are required by law, and IFRS as adopted by the UK, to give a true and fair view of the state of affairs of the Company.
In preparing the Company financial statements, the Directors are required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and estimates that are reasonable and prudent;
c. state whether in preparation of the financial statements the Company has complied with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements; and
d. prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for the maintenance and integrity of the Physiomics Plc website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.
Substantial shareholdings
The Company has been informed, based on a beneficial ownership search carried out by its registrar, that as at 15 August 2025, the following individual shareholders had over 3% interests in the issued ordinary shares of the Company.
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Shares (m) |
Holding % |
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Mr Ryan Mancrief |
14,234,711 |
4.69% |
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On 15 August 2025, Dr Jim Millen held 1,884,393 ordinary shares (a holding percentage of 0.62%). Dr Peter Sargent held 459,090 ordinary shares (a holding percentage of 0.15%).
Directors' remuneration
Details of Directors' remuneration in the year ended 30 June 2025 is set out below. Dr C D Chassagnole resigned as a Director on 31 May 2024.
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Emoluments |
Bonus |
Benefits |
Pension Contributions |
Total 2025 |
Total 2024 |
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£ |
£ |
£ |
£ |
£ |
£ |
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Dr J S Millen |
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Dr C D Chassagnole |
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Mr S Kumar |
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Dr T H Corn |
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Dr P J Sargent |
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Total |
215,500 |
15,000 |
3,279 |
11,600 |
245,379 |
266,644 |
Dr P J Sargent's base salary of £145,000 is reduced by a £7,500 salary sacrifice to £137,500, with his £11,600 pension including the sacrificed amount.
Corporate governance
Physiomics Plc has chosen to comply with the Quoted Companies Alliance ("QCA") Corporate Governance Code (updated and amended version II). High standards of corporate governance are a priority for the Board, and details of how Physiomics addresses key governance principles defined in the QCA code are set out below.
1. Establish a strategy and business model which promote long-term value for shareholders
The Company's business model is focused on helping big pharma and biotech clients utilise their data, or data in the public domain, to derive insights that support the design and optimisation of their R&D. These insights support clients reduce the number of experimental permutations needed whilst improving robustness in design and conduct of experiments. This benefits the clients in helping to accelerate and de-risk drug development programmes, reduce costs, whilst fulfilling the necessary regulatory requirements. The Company operates mainly on a fee for service basis but is also open to other arrangements such as risk-based milestones and licensing although these have not formed a material part of the Company's revenues historically. In addition to its commercial business the Company engages in grant driven projects which do not generate profit but which provide valuable "paid for" R&D which can then be leveraged through the Company's commercial activities. The Company aims to deliver shareholder value by increasing the number and value of its commercial clients across its Modelling & Simulation and Biometrics service-lines, whilst investigating the commercial potential of new areas such as personalised medicine. The Company believes that its strategy will be effective in helping it to meet challenges such as competitive pressure and the rapid pace of technological change in the pharmaceutical industry.
2. Seek to understand and meet shareholder expectations
The Company maintains a dedicated email address which investors can use to contact the Company which is prominently displayed on its website together with the Company's address and phone number. The Company holds an Annual General Meeting ("AGM") to which all members are invited and during the AGM, time is set aside specifically to allow questions from attending members to any Board member. As the Company is too small to have a dedicated investor relations department, the CEO is responsible for reviewing all communications received from members and determining the most appropriate response. In addition the Company utilises an online investor relations platform to provide business updates as and when needed, but at least two to three times per year. Additional Investor Relations platforms are being explored to enhance the Company's communications with shareholders.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
In addition to members, the Company believes its main stakeholder groups are its employees and clients. The Company dedicates significant time to understanding and acting on the needs and requirements of each of these groups via meetings dedicated to obtaining feedback (see principle 2 above).
With regards corporate social responsibility, there is little direct impact of the Company's day-to-day activities however the Company is proud that its overarching goal is to support the development of new treatments for a variety of diseases, including cancer, that have a profound impact on society.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Company maintains a Business Continuity and Disaster Recovery Plan that is used to manage risks across several categories including personnel, clients, competition, finance, technical and legal. For each risk we estimate the impact, likelihood as well as identify mitigating strategies. This plan is reviewed periodically and at least annually. During such reviews, each risk category is considered by the Directors with a view to understanding (i) whether the nature, impact or likelihood of any risks has changed, (ii) whether the mitigating actions taken by the Company should change as a result and (iii) whether any new risks or categories of risk have arisen since the last review. The Company's Business Continuity and Disaster Recovery Plan is reviewed by its auditor and Board as part of its annual audit process, providing a degree of external assurance as to the suitability of its risk management strategy, providing a degree of external assurance as to the suitability of its risk management strategy.
5. Maintain the Board as a well-functioning, balanced team led by the Chairman
The Board of Physiomics Plc currently comprises one Executive Director, two independent Non-Executive Directors, one Non-Executive Chairman and a Company Secretary (non-director). The Board meets at least monthly for one day (except August). Each Director is re-elected to the Board on a rotating basis by a vote of members at the Company's AGM. The Board is considering each Director standing for re-election at each AGM, in line with new QCA guidance, from the next AGM.
Executive Directors are employees of the Company. Non-Executive Directors' contracts require that directors dedicate a minimum of one day per month. In addition, non-executive directors may provide additional paid consulting services at rates specified in their contracts.
Following a period back in FY24 when Dr Jim Millen has fulfilled the roles of both Executive Chairman and CEO, there is now a more balanced ratio of executive and non-executives on the Company's Board. This also addresses the guidance in the QCA Code regarding separation of the roles of Chairman and Chief Executive Officer.
The attendance of the Directors at the regular Board and Committee Meetings during the year ended 31 June 2025 were as follows.
|
Name |
Position |
Regular Board Meetings and AGM |
Finance & Audit Committee |
Remuneration Committee |
|
Jim Millen |
Non-executive Chairman |
11 (11) |
1(1) |
1(1) |
|
Peter Sargent |
Chief Executive Officer |
11 (11) |
2(2) |
1(1) |
|
Shalabh Kumar |
Non-executive Director |
11 (11) |
2(2) |
|
|
Tim Corn |
Non-executive Director |
10 (11) |
1(1) |
1(1) |
Numbers in brackets denote the total number of meetings that each Director was eligible to attend during the year.
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The current Directors of the Company, together with their experience, skills, and personal qualities relevant to the Company's business are outlined below:
· Dr Peter Sargent (Chief Executive Officer) joined Physiomics in September 2023, initially joining the Board as Chief Operating Officer before transitioning to Chief Executive Officer in January 2024. He brings over 20 years of experience in life sciences, leading R&D and commercial teams across drug and diagnostic development businesses. Prior to joining Physiomics, Dr Sargent held a senior management role at global consultancy business Syneos Health Inc (NASDAQ: SYNH), leading large teams of professionals and servicing a variety of clients in the biopharmaceuticals space. Among his earlier roles, Dr Sargent has also been Head of Business Development for the UK's National Institute for Health and Care Research (NIHR), leading a team supporting global life science businesses access to funding and research infrastructure in the UK. He holds a PhD in Biochemistry from King's College London.
· Dr Jim Millen (Non-Executive Chairman) joined Physiomics in April 2016, bringing over 15 years' experience in pharmaceuticals and biotechnology gained at a number of blue-chip global companies as well as smaller UK-based organisations. At Allergan, Dr Millen was responsible for corporate development in its Europe, Africa and Middle East region where he was pivotal in expanding the Company's geographical footprint before moving to a senior role responsible for commercial strategy and market access. Prior to that, at GSK, Dr Millen held business development roles of increasing responsibility including within the Company's innovative Centre of Excellence for External Drug Discovery. Dr Millen has also supported a number of smaller companies in fund raising and strategic partnering activities. Over the course of his career he has completed an array of deals worth many hundreds of millions of dollars, spanning licencing, acquisition, divestment, development and commercialisation. Dr Millen studied medicine at Queens' College, Cambridge University and qualified as a doctor from the London Medical School. He holds an MBA from INSEAD. Dr Millen's ability to develop and grow businesses and drive towards ambitious goals is of great value in his role as Non-Executive Chairman.
· Dr Tim Corn (Non-Executive Director) qualified in medicine at King's College Hospital and, after becoming honorary Consultant and Senior Lecturer, joined the pharmaceutical industry in 1983. He has held senior positions in both big and small pharma as well as at the MHRA and became CMO of several small but highly successful venture-backed companies, such as EUSA Pharma and Zeneus Pharma. Dr Corn has played a key role in more than twenty regulatory approvals in the USA and Europe, is the author of more than forty scientific publications, and was elected Fellow of both the Faculty of Pharmaceutical Medicine and the Royal College of Psychiatrists.
· Mr Shalabh Kumar (Non-Executive Director) is a proven business executive with over 30 years of experience within the life sciences consulting and services industry. Mr Kumar co-founded, and subsequently was the Chief Executive Officer of Kinapse, a life sciences consulting and outsourcing service provider. The company was later acquired by Syneos Health® (Nasdaq: SYNH) after growing to employ over 600 people across UK, India and US. Prior to that he has worked in Accenture, Gillette (Procter & Gamble) and Unilever. More recently, Mr Kumar has been working as an independent strategy consultant and angel investor in the life sciences industry, working with biopharmaceutical companies, life sciences services and technology companies and private equity firms. Recent roles include Chairman of the Board of Clustermarket Ltd, a lab software start-up; independent strategy consultant to the life sciences R&D group of Accenture plc (NYSE: ACN); and Global Head of Services at Navitas Life Sciences, a technology-backed life sciences contract research organisation. Mr Kumar is also Chairman of Pharmalancers Ltd, a UK-based life sciences services tech start-up.
· Anthony Clayden, of Strategic Finance Director Ltd (Company Secretary) is Head of Finance and Company Secretary with over 24 years' experience directing or advising over 50 high growth potential businesses of differing size and complexity and brings broad experience of strategic, operational, and financial matters. His career encompasses numerous businesses in the life sciences and healthcare sector including 6 years as Chief Financial Officer of AIM quoted Futura Medical Plc where he was involved in its IPO and a series of placings. Previously, Anthony worked with KPMG and PwC on a range of corporate finance matters including fundraisings, company sales and acquisition advice. Anthony has a B.Sc. (Hons) in Natural Sciences from Durham University and is a Qualified Chartered Accountant. Although Anthony is not a Director of the Company, he provides invaluable advice on all matters financial.
The Company holds annual briefings for the Board covering regulations that are relevant to their role as Directors of an AIM-quoted company.
The Company believes that its Directors blend of past and ongoing experience provides them with the relevant up to date skills needed to act as board members for a small company. The Company keeps close contact with its NOMAD and nominated Broker on ongoing regulatory and market related changes and issues, and seeks their advice and periodic teach ins.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Evaluation of the performance of the Board has historically been implemented internally. The Board will review and consider the performance of each Director at or around the time of the Company's Annual General Meeting.
On an ongoing basis, Board members maintain a watching brief to identify relevant internal and external candidates who may be suitable additions for current Board members.
8. Promote a corporate culture that is based on ethical values and behaviours
The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value. The Company maintains and annually reviews a handbook that includes clear guidance on what is expected of every employee and officer of the Company. Adherence of these standards is a key factor in the evaluation of performance within the Company, including during annual performance reviews. In addition, staff matters are a standing topic at every Board meeting and the CEO reports on any notable examples of behaviours that either align with or are at odds with the Company's stated values. The Directors believe that the Company culture encourages collaborative, ethical behaviour which benefits employees, clients and shareholders and that all employees and consultants work in line with the Company's values.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board of the Company, together with its sub-committees, is responsible for the following:
· The setting of and execution of the overall strategy of the Company;
· The setting of financial targets and monitoring of the Company's performance vs these targets on a monthly basis;
· The preparation and approval of interim and final results for the Company;
· The commissioning and oversight of the audit of the Company's full year results;
· The preparation and approval of the Company's Annual Report;
· The preparation of resolutions to be voted upon in the Company's Annual General Meeting;
· Approval of regulatory communications;
· The setting of guidelines for remuneration of employees, Directors, and consultants, including where appropriate long-term incentives such as share option schemes;
· The approval and oversight of any changes to the capital structure of the Company such as the raising of capital through placings;
· The identification, evaluation, and monitoring of key strategic risks to the Company's business; and
· The employment of key officers and Directors of the Company (the latter as recommendations to be voted on at the Company's AGM).
The key Board roles are as follows:
· Chairman: The primary responsibility of the chair is to lead the Board effectively and to oversee the adoption, delivery, and communication of the Company's corporate governance model. The chair is also responsible for making sure that the Board agenda concentrates on the key issues, both operational and financial, with regular reviews of the Company's strategy and its overall implementation.
· CEO: Charged with the delivery of the business model within the strategy set by the Board. Works with the other directors in an open and transparent way. Keeps the Board up-to-date with operational performance, risks, and other issues to ensure that the business remains aligned with the strategy.
The Board has two sub-committees appointed by the Board of Directors. They are as follows:
· Audit Committee: The Committee meets to consider matters relating to the Company's financial position and financial reporting. The Committee reviews the independence and objectivity of the external auditors, Moore Kingston Smith LLP, as well as the amount of non-audit work undertaken by them, to satisfy itself that this will not compromise their independence. Details of the fees paid to Moore Kingston Smith LLP during the current accounting period are given in the notes to the accounts. The Audit Committee currently comprises Dr Peter Sargent and Mr Shalabh Kumar, with Anthony Clayden of Strategic Finance Director Ltd (Company Secretary) attending as secretary.
· Remuneration Committee: The Remuneration Committee has been established primarily to determine the remuneration, terms and conditions of employment of the Executive Directors of the Company. Any remuneration issues concerning Non-Executive Directors are resolved by this Committee and no Director participates in decisions that concern his own remuneration. The Remuneration Committee comprises Dr Tim Corn and Dr Jim Millen, with Anthony Clayden of Strategic Finance Director Ltd (Company Secretary) attending as secretary.
Finally, the Company gives regular consideration to how best to evolve its governance framework as it grows. It currently does not have an ESG committee.
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
On the Company's website, shareholders can find all historical RNS announcements, interim reports, and annual reports. Annual Reports and Annual General Meeting Circulars are made available to all registered shareholders or nominees via electronic shareholder communication system managed by the Company's registrar and results of Annual General Meeting votes are also published on the Company's website. The Company's website allows shareholders and other interested parties to sign up to a mailing list to enable them to directly receive regulatory and other Company releases. As described earlier, the Company also maintains email and phone contacts which shareholders can use to make enquiries or requests.
Environmental and Social Governance
The Company has a relatively small environmental footprint and implements various policies to ensure it is kept to a minimum, including:
· Use of modular office space with services shared with other occupiers
· Adoption of flexible "hot-desking", especially in light of new more flexible home/ office working models post-COVID
· Recycling of office waste where possible
The activities of the Company are targeted at supporting companies developing drugs and therapies to fight a variety of diseases, including cancer, in addition, the computer-based modelling we undertake serves to reduce the volume of animal testing needed in developing such therapies.
Finally, in terms of diversity and inclusion, of nine permanent employees, five are women and three are non-UK nationals.
Post balance sheet events
There were no post reporting events to note.
Statement as to disclosure of information to auditors
The Directors in office on 26 September 2025 have confirmed that, as far as they are aware, there is no relevant audit information of which the auditors are unaware. Each of the Directors have confirmed that they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditors.
Going concern, responsibilities and disclosure
After making appropriate enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
Internal controls and risk management
The Board is responsible for the Company's system of internal control and risk management and for reviewing its effectiveness. The Directors have a reasonable expectation that the Company will safeguard the Company's assets. The risk management process and internal control systems are designed to manage rather than eliminate the risk of failing to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss. The key features of the Company's system of internal control are as follows:
· a clearly defined organisational structure and set of objectives;
· the executive Directors play a significant role in the day to day operation of the business; and
· detailed monthly management accounts are produced for the Board to review and take appropriate action.
Energy and Carbon Reporting
Although the Company is not required to report under the UK Government's Streamlined Energy and Carbon Reporting (SECR) framework, the Board recognises the importance of environmental responsibility and transparency. Physiomics operates a single office in Oxford with a small team, and its overall energy use and carbon footprint are modest. The principal sources of emissions arise from electricity usage in the office and occasional business travel. During the year the Company has:
· maintained a hybrid working model, reducing commuting requirements.
· encouraged the use of public transport and virtual meetings to minimise travel-related emissions.
· continued to monitor office electricity use to ensure efficient operation.
Given the scale of operations, the Board believes that Physiomics' environmental impact is low; however, it remains committed to adopting proportionate measures to further reduce its footprint where practicable.
Annual General Meeting
The Company values the views of its shareholders and recognises their interest in the Company's strategy, performance, and the ability of the Board. The AGM provides an opportunity for two-way communication and all shareholders are encouraged to attend and participate. Separate resolutions will be put to shareholders at the AGM, giving them the opportunity to discuss matters of interest. The Company counts all proxy votes and will indicate the level of proxies lodged on each resolution, after each has been dealt with on a show of hands.
The Company intends to hold an in-person AGM this year, further details of which will be announced shortly.
Independent Auditors' Report to the Members of Physiomics Plc
Opinion
We have audited the financial statements of Physiomics PLC (the Company) for the year ended 30 June 2025 which comprise the Income statement, Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Cash Flows Statement and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.
In our opinion the financial statements:
· give a true and fair view of the slate of the company's affairs as at 30 June 2025 and of its loss for the year then ended
· have been properly prepared in accordance with UK adopted international accounting standards; and
· have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK. Including the FRC's Ethical Standard as applied to listed entitles, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
An overview of the scope of our audit
We tailored the scope of our audit to ensure that we performed sufficient and appropriate audit work to be able to express an opinion on the financial statements. The scope of our audit of the Company's financial statements involved obtaining an understanding of the Company and its environment, including the system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
|
Risk |
How the Scope of our audit responded to the risk |
|
Revenue recognition The company's accounting policy in respect of revenue recognition is set out on page 41. We critically assessed the risk of material misstatement in the financial statements due to incorrect revenue. The revenue is all contractual in nature (either projects or grant income) and revenue totalled £834,156 (2024: £570,561). Revenue for projects is recognised against an estimated time to complete and then against time spent on the project. Revenue for grant income is recognised against qualifying costs incurred on the grant related activity in accordance with the terms of the grant. The key risk of material misstatement is whether the revenue has been recognised appropriately in accordance with the requirements of IFRS 15 and in the correct accounting period.
|
We focused our work on those revenue streams that are most susceptible to the risk of material misstatement in the financial statements. Our work was focused on ensuring that revenue was recognised in accordance with the requirements of IFRS 15.
Our work included, but was not limited to, the following procedures:
• We reviewed contracts with customers to understand the duration and scope of the project. • We substantively tested a sample of time reported spent on project to relevant supporting timesheets • We tested a sample of contracts to supporting documentation and amounts charged to debtors were agreed to bank receipts. • We tested a sample of underlying costs incurred for the grant income to corroborating information. Based on the procedures performed, we were satisfied that revenue has been recorded appropriately in accordance with the requirements of IFRS15 and the company's stated accounting policy. |
Our application of materiality
The scope and focus of our audit were influenced by our assessment and application of materiality. We define materiality as the magnitude of misstatement that could reasonably be expected to influence the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements both individually and on the financial statements as a whole.
Due to the nature of the company and its activities, we concluded that the loss before tax was likely to be the main focus for the users of the financial statements; accordingly, our calculation of materiality used the loss before tax as the relevant benchmark. Based on our professional judgement, we determined overall materiality to be £24,000 based on 6% of the loss before tax (2024: £17,117 based on 3% of revenue). On the basis of our risk assessments, together with our assessment of the overall control environment, we use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Our performance materiality was 50% (2024: 70%) of overall materiality, amounting to £12,000 (2024: £11,982).
We agreed to report to the Audit Committee all audit differences in excess of £1,200 (2024: £855), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also reported to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included;
• We critically assessed Directors' budgets and forecast for the years ending 30 Juns 2026 and 30 June 2027, respectively. This included considering whether the cash flow assumptions were consistent with our understanding of the business and its outlook;
• We evaluated the reasonableness of the assumptions used in these calculations including mitigating actions available to management to manage and control forecast cash burn levels. We critically assessed the status of the sales pipeline to obtain evidence of support for the forecast revenues;
• We critically assessed the availability and feasibility of cost reduction opportunities included within the Directors forecasts to preserve cash resources within the business. This included determining if these opportunities were within management control.
• We performed sensitivity analysis on the budget and cash flow forecast to determine how changes in the assumptions used could impact the overall cash position and the cash burn rate and therefore the company's ability to continue as a going concern.
We observed, based on the work performed as set out above, that the assumptions used by the company in preparing their cash flow forecasts and budgets were reasonable and that the approach taken in determining forecast revenues as set out above was appropriate. We also concluded after performing the sensitivity analysis referred to above that the changes to the assumptions used did not appear to significantly impact the company's ability to continue in business for at least twelve months from the date of approval of the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 20 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the FRC's website.
https://www.frc.org.uk/library/standards-codes-policy/audit-assurance-and-ethics/auditors-responsibilities-for-the-audit/
This description forms part of our auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK adopted international accounting standards, the rules of the Alternative Investment Market, and UK taxation legislation.
• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and error and how it might occur, by holding discussions with management and those charged with governance.
• We designed and performed audit procedures over areas which in our professional judgment are susceptible to the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and error.
• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of the company's members those matters which we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the company and company's members as a body, for our work, for this report, or for the opinions we have formed.
Income Statement for the year ended 30 June 2025
|
|
Year ended |
|
Year ended |
|
|
30 June |
|
30 June |
||
|
2025 |
|
2024 |
||
|
|
Notes |
£ |
|
£ |
|
Revenue |
3 |
784,005 |
|
543,250 |
|
Other operating income |
3 |
50,151 |
|
27,311 |
|
Total income |
|
834,156 |
|
570,561 |
|
|
|
|
|
|
|
Net operating expenses |
|
(1,291,947) |
|
(1,241,377) |
|
Operating loss |
4 |
(457,791) |
|
(670,816) |
|
Finance income |
7 |
522 |
|
2,095 |
|
Finance costs |
8 |
- |
|
(33) |
|
Loss before taxation |
|
(457,269) |
|
(668,754) |
|
Income tax income |
9 |
42,015 |
|
59,402 |
|
Loss for the year attributable to equity shareholders |
25 |
(415,254) |
|
(609,352) |
|
Earnings per share (shown in pence) |
10 |
|
|
|
|
Basic and diluted |
|
(0.17)p |
|
(0.45)p |
|
|
|
|
|
|
Statement of Comprehensive Income for the year ended 30 June 2025
|
|
Year ended 30 June 2025 |
|
Year ended 30 June 2024 |
|
|
£ |
|
£ |
|
Loss for the year |
(415,254) |
|
(609,352) |
|
Other comprehensive income |
- |
|
- |
|
Total comprehensive income/ (expense) for the year |
(415,254) |
|
(609,352) |
|
Attributable to: |
|
|
|
|
Equity holders |
(415,254) |
|
(609,352) |
Statement of Financial Position as at 30 June 2025
|
Non-current assets |
|
2025 |
|
2024 |
|
Notes |
£ |
|
£ |
|
|
Intangible assets |
12 |
3,280 |
|
4,379 |
|
Property, plant and equipment |
13 |
12,800 |
|
16,829 |
|
|
|
16,080 |
|
21,208 |
|
Current assets |
|
|
|
|
|
Trade and other receivables |
14 |
414,704 |
|
210,323 |
|
Cash and cash equivalents |
|
461,242 |
|
191,072 |
|
|
|
875,946 |
|
401,395 |
|
Total assets |
|
892,026 |
|
422,603 |
|
Current liabilities Trade and other payables |
18 |
160,661 |
|
106,002 |
|
Deferred revenue |
19 |
39,194 |
|
34,074 |
|
Total liabilities |
|
199,855 |
|
140,076 |
|
Net current assets |
|
676,091 |
|
261,319 |
|
Net assets |
|
692,171 |
|
282,527 |
|
Equity |
|
|
|
|
|
Called up share capital |
22 |
2,106,232 |
|
1,435,287 |
|
Share premium account |
23 |
6,270,896 |
|
6,122,115 |
|
Other reserves |
24 |
128,385 |
|
151,387 |
|
Retained earnings |
25 |
(7,813,342) |
|
(7,426,262) |
|
Total equity |
|
692,171 |
|
282,527 |
Statement of Changes in Equity for the year ended 30 June 2025
|
|
|
Share capital |
|
Share premium account |
|
Other Reserves |
|
Profit and loss reserves |
|
Total |
|
Balance at 1 July 2023
Year ended 30 June 2024:
|
Notes |
£
1,283,096 |
|
£
5,936,478 |
|
£
147,651 |
|
£
(6,835,505) |
|
£
531,720 |
|
Loss and total comprehensive income for the year |
|
- |
|
- |
|
- |
|
(609,352) |
|
(609,352) |
|
Issue of share capital |
|
152,191 |
|
185,637 |
|
- |
|
- |
|
337,828 |
|
Transfer to other reserves |
23 |
- |
|
- |
|
22,331 |
|
- |
|
22,331 |
|
Other movements |
|
- |
|
- |
|
(18,595) |
|
18,595 |
|
- |
|
Balance at 30 June 2024 |
|
1,435,287 |
|
6,122,115 |
|
151,387 |
|
(7,426,262) |
|
282,527 |
|
Year ended 30 June 2025: Loss and total comprehensive income for the year
|
|
- |
|
- |
|
- |
|
(415,254) |
|
(415,254) |
|
Issue of share capital
|
23 |
670,945 |
|
148,781 |
|
- |
|
- |
|
819,726 |
|
Transfer to other reserves |
|
- |
|
- |
|
5,172 |
|
- |
|
5,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other movements
|
|
- |
|
- |
|
(28,174) |
|
28,174 |
|
- |
|
Balance at 30 June 2025 |
|
2,106,232 |
|
6,270,896 |
|
128,385 |
|
(7,813,342) |
|
692,171 |
Cash Flow Statement for the year ended 30 June 2025
|
|
|
2025 |
2024 |
||
|
|
Notes |
£ |
£ |
£ |
£ |
|
Cash flows from operating activities |
|
|
|
|
|
|
Cash absorbed by operations |
32 |
|
(605,546) |
|
(642,852) |
|
Interest paid |
|
|
- |
|
(33) |
|
Tax refunded |
|
|
59,403 |
|
94,752 |
|
Net cash outflow from operating activities |
|
|
(546,143) |
|
(548,133) |
|
Investing activities |
|
|
|
|
|
|
Purchase of tangible fixed assets |
|
(3,935) |
|
(17,310) |
|
|
Interest received |
|
522 |
|
2,095 |
|
|
Net cash used in investing activities |
|
|
(3,413) |
|
(15,215) |
|
Financing activities |
|
|
|
|
|
|
Proceeds from issue of shares |
|
906,417 |
|
380,477 |
|
|
Share issue costs |
|
(86,691) |
|
(42,649) |
|
|
Net cash generated from financing activities |
|
|
819,726 |
|
337,828 |
|
Net decrease in cash and cash equivalents |
|
|
270,170 |
|
(225,520) |
|
Cash and cash equivalents at beginning of year |
|
|
191,072 |
|
416,592 |
|
Cash and cash equivalents at end of year |
|
|
461,242 |
|
191,072 |
Notes to the Financial Statements
1 Accounting policies
Company information
Physiomics PLC is a Company limited by shares incorporated in England and Wales. The registered office and principal place of business is Bee House, 140 Easten Avenue, Milton Park, Abingdon, OX14 4SB. The Company's ordinary shares of 0.4p each are admitted to trading on the AIM market of the London Stock Exchange plc.
1.1 Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below.
1.2 Application of new and revised International Financial Reporting Standards ("IFRSs")
Standards, amendments and interpretations to existing standards that are not yet effective have not been early adopted by the company.
At the date of authorisation of these financial statements, the Directors have reviewed the standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial statements.
1.3 Going concern
The accounts have been prepared on a going concern basis.
The Company operates in the relatively defensive pharmaceutical industry.
As at 30 June 2025 the Company held cash and cash equivalents of £461,242 (2024: £191,072), which are managed under a Board investment policy that prioritises low-risk cash or cash-equivalent investments to safeguard the principal, and trade debtors of £245,721 (2024: £102,510). Together with anticipated invoicing from contracted revenue of £594,000, these resources are projected to cover the majority of budgeted expenses for the year ending 30 June 2026.
In assessing going concern, the Directors considered not only this contracted revenue, cash balance and trade debtor receipts, but also the wider sales pipeline, staffing requirements, cost base, and the actions available to manage expenditure if necessary. They reviewed financial projections and sensitivity analyses across a range of scenarios extending to twelve months from the date of approval of these financial statements. These analyses demonstrated that the Company is expected to remain cash positive, and where lower income levels were assumed, the Board identified mitigating measures such as cost reductions or deferral of discretionary spend that would preserve liquidity.
Having undertaken this review, the Directors believe that the Company is adequately placed to manage its business and financing risks for the next twelve months from the date of approval of these financial statements. Accordingly, the Directors continue to adopt the going concern basis in preparing the annual report and accounts.
1.4 Revenue recognition
The revenue shown in the income statement relates to amounts received or receivable from the provision of services associated with quantitative pharmacology and biometrics services to pharmaceutical companies.
Revenue from the provision of the principal activities is recognised by reference to the stage of completion of the transaction at the balance sheet date where the amount of revenue can be measured reliably and sufficient work has been completed with certainty to ensure that the economic benefit will flow to the Company.
1.5 Intangible assets other than goodwill
Intangible assets acquired separately from third parties are recognised as assets and measured at cost.
Following initial recognition, intangible assets are measured at cost or fair value at the date of acquisition less any amortisation and any impairment losses. Amortisation costs are included within the net operating expenses disclosed in the income statement.
Intangible assets are amortised over their useful lives as follows:
|
|
Useful life |
Method |
|
Trademarks |
10 years |
Straight line |
|
Licenses |
5 years |
Straight line |
Useful lives are also examined on an annual basis and adjustments, where applicable are made on a prospective basis. The Company does not have any intangible assets with indefinite lives.
1.6 Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings 3 years straight line
IT Equipment 3 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.7 Research and development expenditure
Expenditure on research activity is recognised as an expense in the period in which it is incurred.
1.8 Impairment of tangible and intangible assets
Property, plant and equipment and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For purposes of assessing impairment, assets that do not individually generate cash flows are assessed as part of the cash generating unit to which they belong. Cash generating units are the lowest levels for which there are cash flows that are largely independent of the cash flows from other assets or groups of assets.
1.9 Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.
1.10 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.
1.11 Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.
Financial assets are initially measured at fair value plus transaction costs, other than those classified as fair value through the income statement, which are measured at fair value.
Trade and other receivables
Trade receivables are recognised and carried at the lower of their original invoiced value and recoverable amount. Balances are written off when the probability of recovery is considered to be remote.
Impairment of financial assets
Financial assets, other than those at fair value through the income statement, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.12 Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through the income statement or other financial liabilities.
Financial liabilities are classified according to the substance of the contractual arrangements entered into.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.
1.13 Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
1.14 Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.16 Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17 Share-based payments
The Company issues equity settled share based payments to certain employees. Equity settled share based payments are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period. Fair value is measured by use of a Black-Scholes model.
1.18 Leases
At inception, the Company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within tangible fixed assets, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other tangible fixed assets. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.19 Government grants
Government grants are recognised when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants of a revenue nature are credited to the profit and loss account in the same period as the related expenditure.
1.20 Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the income statement for the period.
1.21 Segment reporting
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments.
Operating segments are reported based on the internal reporting reviewed by the Chief Operating Decision Maker ("CODM"). The CODM is responsible for allocating resources and assessing performance and has been identified as the Board of Directors of the Company.
Although the Group has established three service lines, Biometrics, Modelling and Simulation (Quantitative Pharmacology) and Personalised Medicine, the CODM currently reviews financial performance on a consolidated basis and resources are allocated at the Company level. Accordingly, the Company is considered to have one reportable operating segment.
2 Critical accounting estimates and judgements
Revenue for projects started and completed during the financial year is recognised in full during the year. Revenue from a project which commences in one financial year and is completed in a subsequent financial year is recognised over the life of the project based on the expected period to completion as anticipated at each balance sheet date less what has already been recognised during a previous financial period or periods.
There were no other material accounting estimates or areas of judgements required.
3 Revenue & segmental reporting
An analysis of the Company's revenue is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
784,005 |
|
543,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant income |
|
|
|
|
|
|
|
|
|
|
|
|
50,151 |
|
27,311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The principal activities are the provision of services associated with quantitative pharmacology and biometrics services to pharmaceutical companies.
This activity comprises a single segment of operation of a sole UK base and entirely UK based assets. Revenue was derived in the UK, European Union and Switzerland (2024: UK, European Union, Switzerland and USA) from its principal activity.
4 Operating loss
|
|
|
2025 |
|
2024 |
|
|
|
£ |
|
£ |
|
|
Operating loss for the period is stated after charging/(crediting): |
|
|
|
|
|
Net foreign exchange losses/(gains) |
2,401 |
|
109 |
|
|
Government grants |
(50,151) |
|
(27,311) |
|
|
Fees paid to the Company's auditor, refer to below |
11,250 |
|
11,250 |
|
|
Depreciation of property, plant and equipment |
7,964 |
|
7,850 |
|
|
Profit on disposal of property, plant and equipment |
- |
- |
388 |
|
|
Amortisation of intangible assets |
1,099 |
|
1,100 |
|
|
Share-based payments |
5,172 |
|
22,331 |
|
|
|
|
|
|
5 Auditors remuneration
|
|
|
2025 |
|
2024 |
|
|
Fees payable to the Company's auditor and associates: |
£ |
|
£ |
|
|
For audit services Audit of the Company's financial statements |
11,250 |
|
11,250 |
|
|
|
|
||
6 Employees
The average monthly number of persons (including directors) employed by the Company during the year was:
|
|
2025 Number |
|
2024 Number |
|
10 |
|
11 |
|
|
Their aggregate remuneration comprised: |
2025 |
|
2024 |
|
|
£ |
|
£ |
|
Wages and salaries |
567,865 |
|
612,186 |
|
Social security costs |
60,041 |
|
69,811 |
|
Other pension and insurance benefit costs |
44,320 |
|
57,220 |
|
|
672,226 |
|
739,217 |
Directors' remuneration
Details of Directors' remuneration in the year ended 30 June 2025 is set out below. Dr C D Chassagnole resigned as a Director on 31 May 2024.
|
|
|
|
|
|
|
|
|
215,500 |
15,000 |
3,279 |
11,600 |
245,379 |
266,644 |
Dr P J Sargent's base salary of £145,000 is reduced by a £7,500 salary sacrifice to £137,500, with his £11,600 pension including the sacrificed amount.
7 Finance income
|
|
|
2025 |
|
2024 |
|||
|
Interest income Bank deposits |
£ |
|
£ |
|
|||
|
522 |
|
2,095 |
|
||||
8 Finance costs
|
|
|
2025 |
|
2024 |
|||
|
Interest income Other interest payable |
£ |
|
£ |
|
|||
|
- |
|
33 |
|
||||
Interest rate risk
The Company finances its operations by cash and short-term deposits. The Company's policy on interest rate management is agreed at board level and is reviewed on an ongoing basis. Other creditors, accruals and deferred revenue values do not bear interest.
Interest rate profile
The Company had no bank borrowings at the 30 June 2025 and 30 June 2024.
9 Income tax expense
|
|
Continuing operations |
||
|
|
2025 £ |
|
2024 £ |
|
Current tax Research and development tax credit: current year |
(42,015) |
|
(59,402) |
|
|
(42,015) |
|
(59,402) |
|
|
|||
|
|
|||
|
The charge for the year can be reconciled to the loss per the income statement as follows: |
|||
|
|
2025 £ |
|
2024 £ |
|
Loss before taxation |
(457,269) |
|
(668,754) |
|
Expected tax charge based on a corporation tax rate of 25% (2024: 25%) |
(114,317) |
|
(167,189) |
|
Expenses not deductible in determining taxable profit |
4,536 |
|
7,154 |
|
Unutilised tax losses carried forward |
97,822 |
|
91,439 |
|
Research and development expenditure tax credit |
(42,015) |
|
(59,402) |
|
Deferred / (accelerated) capital allowances |
(1,008) |
|
(4,357) |
|
Research and development enhancement |
- |
|
(58,515) |
|
Loss surrendered for tax credits |
- |
|
131,467 |
|
Research and development notional tax adjustment |
12,967 |
|
- |
|
Tax charge for the year |
(42,015) |
|
(59,402) |
At 30 June 2025 tax losses of £4,870,043, (2024: £4,478,755) remained available to carry forward against future taxable trading profits. These amounts are in addition to any amounts surrendered for Research and Developments tax credits. There is an unrecognised deferred tax asset of £1,216,673. (2024: £1,122,797).
Unrecognised deferred tax is calculated at 25%, the rate enacted at the balance sheet date. (2024: 25%)
10 Earnings per share
|
|
2025 £ |
|
2024 £ |
|
Number of shares Weighted average number of ordinary shares for basic earnings per share |
238,162,444 |
|
135,368,238 |
|
Earnings - Continuing operations Loss for the period from continued operations |
(415,254) |
|
(609,352) |
|
Earnings for basic and diluted earnings per share being net profit attributable to equity shareholders of the Company for continued operations |
(415,254) |
|
(609,352) |
|
Earnings per share for continuing operations Basic and diluted earnings per share (shown in pence) |
(0.17p) |
|
(0.45p) |
|
Basic and diluted earnings per share Loss from continuing operations (shown in pence) |
(0.17p) |
|
(0.45p) |
The loss attributable to equity holders (holders of ordinary shares) of the Company for the purpose of calculating the fully diluted loss per share is identical to that used for calculating the loss per share. The exercise of share options would have the effect of reducing the loss per share and is therefore anti- dilutive under the terms of IAS 33 'Earnings per Share'.
11 Financial instruments recognised in the statement of financial position
|
|
Held at amortised cost: |
2025 £ |
|
2024 £ |
|
|
Current financial assets Trade and other receivables |
330,661 |
|
117,743 |
|
|
Cash and cash equivalents |
461,242 |
|
191,072 |
|
|
|
791,903 |
|
308,815 |
|
|
Current financial liabilities Trade and other payables |
135,434 |
|
84,942 |
|
|
|
135,434 |
|
84,942 |
The Company's financial instruments comprise cash and short-term deposits and other financial instruments, such as trade debtors and creditors that arise directly from its operations.
The main risks arising from the Company's financial instruments are interest rate risk, liquidity risk and foreign currency risk. The policies for managing these are periodically reviewed and agreed by the Board.
It is and has been throughout the year under review, the Company's policy that no trading in financial instruments shall be undertaken.
12 Intangible assets
|
|
|
Licenses |
|
Trademarks |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
|
Cost |
|
|
|
|
|
|
|
At 1 July 2023 |
3,350 |
|
4,298 |
|
7,648 |
|
|
At 30 June 2024 |
3,350 |
|
4,298 |
|
7,648 |
|
|
At 30 June 2025 |
3,350 |
|
4,298 |
|
7,648 |
|
|
Amortisation and impairment |
|
|
|
|
|
|
|
At 1 July 2023 |
447 |
|
1,722 |
|
2,169 |
|
|
Charge for the year |
670 |
|
430 |
|
1,100 |
|
|
At 30 June 2024 |
1,117 |
|
2,152 |
|
3,269 |
|
|
Charge for the year |
669 |
|
430 |
|
1,099 |
|
|
At 30 June 2025 |
1,786 |
|
2,582 |
|
4,368 |
|
|
Carrying amount |
|
|
|
|
|
|
|
At 30 June 2025 |
1,564 |
|
1,716 |
|
3,280 |
|
|
At 30 June 2024 |
2,233 |
|
2,146 |
|
4,379 |
13 Tangible fixed assets
|
|
Fixtures and fittings |
|
IT equipment |
|
Total |
|
Cost |
£ |
|
£ |
|
£ |
|
At 1 July 2023 |
2,849 |
|
81,728 |
|
84,577 |
|
Additions |
288 |
|
17,022 |
|
17,310 |
|
Disposals |
(953) |
|
(7,826) |
|
(8,779) |
|
At 30 June 2024 |
2,184 |
|
90,924 |
|
93,108 |
|
Additions |
106 |
|
3,829 |
|
3,935 |
|
Disposals |
(1,188) |
|
(59,637) |
|
(60,825) |
|
At 30 June 2025 |
1,102 |
|
35,116 |
|
36,218 |
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment |
|
|
|
|
|
|
At 1 July 2023 |
2,849 |
|
73,971 |
|
76,820 |
|
Charge for the year |
88 |
|
7,762 |
|
7,850 |
|
Eliminated on disposal |
(951) |
|
(7,440) |
|
(8,391) |
|
At 30 June 2024 |
1,986 |
|
74,293 |
|
76,279 |
|
Charge for the year |
105 |
|
7,859 |
|
7,964 |
|
Eliminated on disposal |
(1,188) |
|
(59,637) |
|
(60,825) |
|
At 30 June 2025 |
903 |
|
22,515 |
|
23,418 |
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
At 30 June 2025 |
199 |
|
12,601 |
|
12,800 |
|
At 30 June 2024 |
198 |
|
16,631 |
|
16,829 |
|
At 30 June 2023 |
- |
|
7,757 |
|
7,757 |
14 Trade and other receivables
|
|
|
Due within one year |
||
|
|
|
2025 £ |
|
2024 £ |
|
Trade debtors |
245,721 |
|
102,510 |
|
|
Other receivables |
5,738 |
|
6,705 |
|
|
Corporation tax recoverable |
42,013 |
|
59,401 |
|
|
VAT recoverable |
9,411 |
|
- |
|
|
Prepayments and accrued income |
111,821 |
|
41,707 |
|
|
|
|
|
|
|
|
|
|
414,704 |
|
210,323 |
15 Fair value of trade receivables
There are no material differences between the fair value of financial assets and the amount at which they are stated in the financial statements.
16 Fair value of financial liabilities
There are no material differences between the fair value of financial liabilities and the amount at which they are stated in the financial statements.
17 Liquidity risk
The Company seeks to manage financial risk by ensuring that sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
18 Trade and other payables
|
|
Due within one year |
||
|
|
2025 £ |
|
2024 £ |
|
Trade creditors |
88,503 |
|
34,787 |
|
Accruals |
43,910 |
|
46,155 |
|
Social security and other taxation |
25,227 |
|
21,060 |
|
Other creditors |
3,021 |
|
4,000 |
|
|
160,661 |
|
106,002 |
19 Deferred revenue
|
|
2025 £ |
|
2024 £ |
|
Arising from invoices in advance |
39,194 |
|
34,074 |
Analysis of deferred revenue
Deferred revenues are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
|
|
2025 £ |
|
2024 £ |
|
Current liabilities |
39,194 |
|
34,074 |
20 Retirement benefit schemes
Defined contribution schemes
The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.
The total costs charged to income in respect of defined contribution plans is £36,250 (2024: £49,459).
As at the statement of financial position date the Company had unpaid pension contributions totalling £3,021 (2024: £4,000).
21 Share-based payment transactions
The Company operates two share option schemes: (1) under the Enterprise Management Initiative Scheme ("EMI") and (2) an unapproved share option scheme. Both are equity settled. Options are granted with a fixed exercise price equal to the market price of the shares under option at the date of grant. Some options are subject to performance criteria relating to either share price performance or the achievement of certain corporate milestones. The contractual life of the options is 10 years from the date of issue.
A summary of the options at the start and end of period for directors and all other employees is presented in the following table:
|
Holder |
Outstanding at start of period |
Granted during period |
Forfeited during period |
Exercised during period |
Outstanding at end of period |
Exercisable at end of period |
Exercise price (p) |
Date of grant |
Date of expiry |
|
Dr. C. Chassagnole (FD) |
322,615 |
- |
322,615 |
- |
- |
- |
6.17 |
24-Mar-15 |
24-Mar-25 |
|
Dr. C. Chassagnole (FD) |
659,641 |
- |
- |
- |
659,641 |
659,641 |
2.50 |
28-Feb-17 |
28-Feb-27 |
|
Dr. C. Chassagnole (FD) |
350,000 |
- |
- |
- |
350,000 |
350,000 |
5.35 |
26-Mar-18 |
26-Mar-28 |
|
Dr. C. Chassagnole (FD) |
267,000 |
- |
- |
- |
267,000 |
267,000 |
3.16 |
26-Mar-19 |
26-Mar-29 |
|
Dr. C. Chassagnole |
694,287 |
- |
- |
- |
694,287 |
694,287 |
7.55 |
02-Mar-21 |
01-Mar-31 |
|
Dr. J. Millen |
520,000 |
- |
- |
- |
520,000 |
520,000 |
5.35 |
26-Mar-18 |
26-Mar-28 |
|
Dr. J. Millen |
400,000 |
- |
- |
- |
400,000 |
400,000 |
3.16 |
26-Mar-19 |
26-Mar-29 |
|
Dr. J. Millen |
985,454 |
- |
- |
- |
985,454 |
985,454 |
7.55 |
02-Mar-21 |
01-Mar-31 |
|
Dr. P. Sargent |
1,354,725 |
- |
- |
- |
1,354,725 |
1,354,725 |
1.55 |
06-Feb-24 |
05-Feb-34 |
|
Dr. P. Sargent |
1,354,725 |
- |
- |
- |
1,354,725 |
451,575 |
2.55 |
06-Feb-24 |
05-Feb-34 |
|
Dr. P. Sargent |
1,354,725 |
- |
- |
- |
1,354,725 |
451,575 |
3.55 |
06-Feb-24 |
05-Feb-34 |
|
Other staff |
188,605 |
- |
188,605 |
- |
- |
188,605 |
6.17 |
24-Mar-15 |
24-Mar-25 |
|
Other staff |
54,596 |
- |
- |
- |
54,596 |
54,596 |
3.50 |
21-Dec-15 |
21-Dec-25 |
|
Other staff |
201,891 |
- |
- |
- |
201,891 |
201,891 |
2.50 |
28-Feb-17 |
28-Feb-27 |
|
Other staff |
240,000 |
- |
- |
- |
240,000 |
240,000 |
5.35 |
26-Mar-18 |
26-Mar-28 |
|
Other staff |
193,000 |
- |
- |
- |
193,000 |
193,000 |
3.16 |
26-Mar-19 |
26-Mar-29 |
|
Other staff |
582,333 |
- |
- |
- |
582,333 |
582,333 |
7.55 |
02-Mar-21 |
01-Mar-31 |
|
Other staff |
635,188 |
- |
210,188 |
- |
425,000 |
425,000 |
4.38 |
29-Apr-22 |
29-Apr-32 |
|
Total |
10,358,785 |
- |
721,408 |
- |
9,637,377 |
7,831,077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please note, FD denotes |
|
|
|
|
|
|
|
|
|
|
Former director |
|
|
|
|
|
|
|
|
|
There were nil (2024: 4,064,175) share options granted during the year. The weighted average share price at the date of grant in the year was £0.03. The options vest according to time and performance-based criteria.
The options outstanding at 30 June 2025 had an exercise price ranging from £0.0155 to £0.0755, and a remaining contractual life ranging between 6 months and 9 years.
Fair value is measured using Black-Scholes share option pricing model.
The expected volatility is based on the sixty-day average historical volatility of the Company over 3 years.
The expected life of options is based on the share option exercise history with the Company. The risk-free rate of return is derived from UK treasury yields at 2 and 3 years.
Total expenses of £5,172 related to equity settled share-based payment transactions were recognised in the year (2024: £22,331).
22 Share capital
|
|
2025 £ |
|
2024 £ |
|
Ordinary share capital, issued and fully paid |
|
|
|
|
303,208,718 Ordinary of 0.4p each |
1,212,835 |
|
541,890 |
|
2,481,657,918 Deferred of 0.036p each |
893,397 |
|
893,397 |
|
|
2,106,232 |
|
1,435,287 |
The ordinary shares carry no rights to fixed income. The deferred shares have no voting rights and have no rights to receive dividends or other income.
|
|
Ordinary Number |
|
Deferred Number |
|
Reconciliation of movements during the year: |
|
|
|
|
A 1 July 2024 |
135,472,478 |
|
2,481,657,918 |
|
Issue of fully paid shares |
167,736,240 |
|
- |
|
At 30 June 2024 |
303,208,718 |
|
2,481,657,918 |
Current year changes to Ordinary share capital
On 9 July 2024 the Company issued 67,736,240 ordinary shares of 0.4p at a price of 0.6p per ordinary share, the proceeds of which were used for working capital purposes.
On 18 February 2025 the Company issued 100,000,000 ordinary shares of 0.4p at a price of 0.5p per ordinary share, the proceeds of which were used for working capital purposes.
23 Share premium account
|
|
|
£ |
|
At 1 July 2023 |
|
5,936,478 |
|
Issue of new shares |
|
228,286 |
|
Share issue expenses |
|
(42,649) |
|
At 30 June 2024 |
|
6,122,115 |
|
Issue of new shares |
|
235,472 |
|
Share issue expense |
|
(86,691) |
|
At 30 June 2025 |
|
6,270,896 |
|
|
|
|
The share premium account consists of proceeds from the issue of shares in excess of their par value (which is included in the share capital account) less the direct costs of issue.
24 Other reserves: share-based compensation reserve
|
|
|
£ |
|
At 1 July 2023 |
|
147,651 |
|
Additions |
|
22,331 |
|
Other movements |
|
(18,595) |
|
|
|
|
|
At 30 June 2024 |
|
151,387 |
|
Additions |
|
5,172 |
|
Other movements |
|
(28,174) |
|
|
|
|
|
At 30 June 2025 |
|
128,385 |
The share-based compensation reserve represents the credit arising on the charge for share options calculated in accordance with IFRS 2.
In respect of cancelled and exercised options that had vested, £28,174 (2024: £18,595) was transferred from the share-based payment reserve to the retained earnings.
25 Retained earnings
|
|
|
£ |
|
At 1 July 2023 |
|
(6,835,505) |
|
Loss for the year |
|
(609,352) |
|
Other movements |
|
18,595 |
|
|
|
|
|
At 30 June 2024 |
|
(7,426,262) |
|
Loss for the year |
|
(415,254) |
|
Other movements |
|
28,174 |
|
|
|
|
|
At 30 June 2025 |
|
(7,813,342) |
Retained earnings includes an amount of £237,889 (2024: £237,889) in relation to the Equity Swap Agreement in 2014 which under the Companies Act is not distributable.
In respect of cancelled and exercised options that had vested, £28,174 (2024: £18,595) was transferred from the share-based payment reserve to the retained losses reserve.
26 Operating lease commitments
Lessee
Amounts recognised in the income statement as an expense during the period in respect of operating lease arrangements are as follows:
|
|
2025 £ |
|
2024 £ |
|
Minimum lease payments under operating leases |
39,736 |
|
48,468 |
At the reporting end date, the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
|
|
2025 £ |
2024 £ |
|
|
Within one year |
3,956 |
|
3,825 |
|
|
3,956 |
3,825 |
27 Capital commitments
At 30 June 2025 and 30 June 2024 the Company had no capital commitments.
28 Capital risk management
The capital structure of the Company consists of cash and cash equivalents and equity attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings as disclosed in notes 22 to 25.
The Board's policy is to maintain an appropriate capital base so as to maintain investor and creditor confidence and to sustain future development of the business. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Company has a record of managing the timing and extent of discretionary expenditure in the business.
In order to maintain or adjust the capital structure the Company may issue new shares.
29 Events after the reporting date
There were no post reporting events to note.
30 Related party transactions
Remuneration of key management personnel
The remuneration of the Directors, who are the key management personnel of the Company, is set out in note 6, page 47.
PharmaLancers Ltd is a related party due to being under control of a director of the Company. During the year the Company incurred costs of £984 for consultancy services (2024: £0). At the year end the Company owed PharmaLancers Ltd £637 (2024: £0).
31 Controlling party
The Company does not currently have an ultimate controlling party and did not have one in this reporting year or the preceding reporting year.
32 Cash absorbed by operations
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
Loss for the year after tax |
(415,254) |
|
(609,352) |
|
Adjustments for: Taxation credited |
(42,015) |
|
(59,402) |
|
Finance costs |
- |
|
33 |
|
Investment income |
(522) |
|
(2,095) |
|
Gain on disposal of tangible fixed assets |
- |
|
388 |
|
Amortisation and impairment of intangible assets |
1,099 |
|
1,100 |
|
Depreciation and impairment of tangible fixed assets |
7,964 |
|
7,850 |
|
Equity settled share-based payment expense |
5,172 |
|
22,331 |
|
Movements in working capital: |
|
|
|
|
(Increase)/decrease in debtors |
(221,769) |
|
(1,108) |
|
Increase/(decrease) in creditors |
54,659 |
|
(16,654) |
|
(Decrease)/increase in deferred revenue outstanding |
5,120 |
|
14,057 |
|
Cash absorbed by operations |
(605,546) |
|
(642,852) |
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