Venture Life Group PLC
29 September 2026
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
VENTURE LIFE GROUP PLC
("Venture Life", "VLG" or the "Group")
Final results for the seventeen month period ended31 May 2026
Transformation to pure-play consumer healthcare business focused on proactive, healthy longevity
Chief Executive Officer Transition and Succession
London, UK – 29 September 2026. Venture Life(AIM: VLG), a leader in product innovation and commercialisation within the global consumer healthcare sector, announces its audited results for the seventeen month period ended31 May 2026 (the “Period”). As announced on 24 September 2025, the Company has changed its accounting reference date from 31 December to 31 May to in order to better align with the Group's revised strategy, and with the objective of reducing revenue seasonality and managing specific operating costs more effectively.
During the Period, the Company sold its contract development and manufacturing operations ("CDMO") and certain non-core products (the "Non-Core Products") to BioDue S.p.A for an enterprise value ("EV") of €62 million and sold the Ultradex and Dentyl brands (the "Oral Care Brands"), including 100% of the issued share capital of Periproducts Limited, for an enterprise value of up to £4.5 million (collectively the "Discontinued Operations").
Discontinued operations are reported separately in the Consolidated income statement as post-tax profit or loss, including gains or losses from disposal. Assets and liabilities held for sale at 31 December 2024 have been derecognised upon disposal during the period. The comparative periods within this announcement relate to the twelve months ended 31 December 2024, unless stated otherwise.
Financial Headlines – Continuing Operations
- The Group delivered revenues of£50.0 millionfor the Period (2024:£26.6 million) representing underlying growth of 16.0% on a proforma1 basis versus the previous seventeen months to 31 May 2025, primarily driven by volume.
- Gross Profit increased to £22.3 million (2024: £12.2 million) and gross margin declined slightly to 44.6% (2024: 45.8%).
- Adjusted EBITDA2increased to£7.9 million(2024:£6.2 million) and adjusted EBITDA margin declined to 15.7% (2024: 23.2%) reflecting a temporary de-leveraging of the operating cost base following disposal of the CDMO and Non-Core Products and Oral Care Brands.
- Operating profit before exceptional items decreased to £1.5 million (2024: £3.1 million), owing to increased non-cash amortisation charges pertaining to the acquisition of Health & Her Limited.
- Net cash generated from operations increased to £4.4 million (2024: £4.0 million) and operating cash conversion declined to 56.2% (2024: 64.4%) due to increased cash exceptional costs.
- Adjusted diluted EPS3 increased to 5.80 pence (2024: 3.11 pence) and Diluted EPS decreased to 2.98 pence loss (2024: 0.02 pence loss).
Financial Headlines – Overall Group
- Group Profit after tax increased to £3.4 million(2024:£(0.3) million loss) including Profit from discontinued operations of £7.2 million (2024: loss £(0.3) million).
- Adjusted diluted EPS3 increased to 14.74 pence (2024: 3.65 pence) and Diluted EPS increased to 2.70 pence (2024: (0.25) pence loss).
- Cash reserves were £11.5 million with no drawn debt (2024: Group net debt4 £18.7 million): reported after cash outflow of £17.1 million at period-end for the acquisition of the FemiClear and CUROXEN Brands, subsequently completed on 2 June 2026.
Operational Highlights
- 19 new products launched during the Period, contributing to 9.4% of Group revenue derived from newly launched products5 (2024: 6.1%) and +40% gain in overall distribution points.
- Online revenues grew to £12.8 million (2024: £5.0 million) and represented 25.6% of Group revenues (2024: 18.5%).
- Health & Her became the No.1 menopause supplement brand in the UK (Circana Value Sales Data).
- Successful implementation of the Microsoft Dynamics 365 ERP system across the organisation.
- Completed the divestment of the CDMO activities and Non-Core Products in July 2025 for an EV of €62 million.
- Completed the sale of the Oral Care Brands in December 2025 for an EV of up to £4.5 million.
- Share buyback programme launched in September 2025, returning £4.7 million to shareholders by end of the Period through the acquisition of approximately 7.0 million ordinary shares.
- Appointment of Peter Jackson as Chief Digital and Technology Officer of the Company.
- Revolving Credit Facility (“RCF”) extended until March 2028 on existing terms, providing continued access to £30.0 million of funds and a further £20.0 million accordion facility.
Post period end
- Acquisition of FemiClear and CUROXEN brands completed on 2 June 2026 for an initial consideration of $23.0 million and up to an additional $5.0 million of deferred contingent consideration, payable on achievement of performance criteria for the 12-month period ending 31 December 2026.
- Share buyback programme extended until 28 September 2026 with a further 3.6 million shares repurchased for a consideration of £2.4 million, resulting in a total of 10.6 million ordinary shares acquired since the outset of the programme meaning a total of £7.1 million returned to shareholders at an average price of 67.3 pence.
- M&A activities continuing to progress well, with a number of opportunities under exploration within complementary sectors and targeted geographies.
Chief Executive Officer Succession
- Jerry Randall, Chief Executive Officer, has notified the Board of his future intention to retire from the role of CEO, with effect from 31 December 2026.
- Jerry will be succeeded by Daniel Wells, currently Chief Financial Officer of the Group. The Board is progressing the appointment of the CFO successor in accordance with its established succession plans and processes.
- As part of a long-planned succession and smooth leadership transition, Jerry will remain as a director of the Company until 31 May 2027, and after this date will remain as an adviser to the Board and Senior Management team.
1Proforma basis i.e. compares the period against the previous seventeen months to 31 May 2025 and includes acquisitions if they had been in place for the whole of the prior period. This term is applied throughout the document.
2Adjusted EBITDA is EBITDA before deduction of share based payments and exceptional items (i.e. M&A, ERP implementation, restructuring and integration costs – see note 3 for breakdown of exceptional items). This term is applied throughout the document (see note 12 for reconciliation of Adjusted EBITDA)
3 Adjusted diluted EPS (earnings per share) is profit after tax excluding amortisation, share-based payments and exceptional items
4Groupnet cash/debt calculated as gross debt excluding leases and uncrystallised deferred contingent consideration, less cash & cash equivalents (see note 12 for reconciliation)
5 Revenues from newly launched products are measures based on products launched within a rolling 36-month period.
Jerry Randall, CEO, commented: “This has been a momentous period for Venture Life, in which we have completed our transformation into a pure-play consumer healthcare business. The divestments of our development and manufacturing operations and of our oral care business have simplified the Group's structure, sharpened our focus on our Power Brands, and released significant value.
At the same time, delivering 16% topline growth on a like for like basis in the current trading environment, is a great achievement and is testament to both our excellent team and to the increased investment behind our Power Brands. This growth has come almost entirely through volume, rather than price, resulting in increased market penetration and distribution. The acquisition of the FemiClear and CUROXEN brands post period-end has been an excellent addition to the business, supported by the outstanding sales & marketing team who joined us as part of the transaction. The acquisition has opened up significant opportunities within the US – not only with built in growth from the newly acquired brands, but also significant opportunity to cross-pollinate Venture Life’s other Power Brands into the world's largest consumer healthcare market.
So we enter the current financial year with a much simplified business allowing better focus and prioritisation, with a strong suite of trusted, science-backed Power Brands that support proactive healthy longevity and have significant headroom in their categories, and an entrepreneurial team set to maximise the potential of the business in the coming years. The Board and the team we have built has coalesced very well and are driving the business forward, with a strong balance sheet and extraordinary growth prospects in the exciting consumer healthcare market, we look ahead to the new financial year with confidence.
With this trajectory and team in place I have decided that it is the right time to step down as CEO at the end of the year. I will remain on the Board as an executive director until 31 May 2027, and after that point will be retained as an advisor to the Board going forward so that the Group can continue to benefit from my history with the business and its partners, and my experience in this space. Our current CFO, Danny, is a very worthy and excellent successor, having been with the business now for five years, and he is well embedded with all our stakeholders and team. His energy, vision, leadership and insight will be instrumental in the future growth of the business. Since founding the business 16 years ago, it has been a remarkable journey to improve the health and wellbeing of people which has also delivered a diligent and progressive growth story to arrive at the place the business is today. I would like to thank everyone who has supported Venture Life since the start, within the business and outside, as none of this could have happened without you all – the Board, the team, customers and suppliers, and advisors. But special thanks to the Board and the senior leadership team for their wise counsel, vision, insight and energy to make the business what it is today. I am delighted that VLG is in very safe and capable hands going forwards.”
Danny Wells, CFO, commented: “It is a privilege to be taking on the role of CEO from 1 January 2027, succeeding our CEO and Founder, Jerry Randall. Thank you to Jerry for being an incredible mentor and partner over the last five years I've been at Venture Life. His vision built this business from the ground up, and the platform he has created makes this an incredibly exciting time and I am looking forward to leading our outstanding team into the future.”
Investor Meets Presentation
Jerry Randall (CEO), Daniel Wells (CFO) and Kate Bache (CMIO) will provide a presentation via Investor Meet Company on Thursday 1 October 2026 at 11:00am. The presentation will be open to all existing and potential shareholders. Investors can sign up to Investor Meet Company for free and add to meet Venture Life Group plc via: https://www.investormeetcompany.com/venture-life-group-plc/register-investorInvestors who already follow Venture Life Group plc on the Investor Meet Company platform will automatically be invited.
For further information, please contact:
Venture Life Group PLC +44 (0) 1344 578004
Jerry Randall, Chief Executive Officer
Daniel Wells, Chief Financial Officer
Cavendish Capital Markets Limited (Nomad and Broker)+44 (0) 20 7720 0500
Stephen Keys/George Lawson (Corporate Finance)
Michael Johnson (Sales)
About Venture Life (www.venture-life.com)
Venture Life is a growing pure-play consumer healthcare company focused on the specific market opportunity of Proactive Healthy Longevity. The company has a core portfolio, its Power Brands, of high growth, high margin products that promote and support consumer's goals of maintaining health and longevity. The Power Brands include Balance Activ in women's intimate healthcare, Earol® supporting ENT care, Lift and Glucogel product ranges for energy and glucose management and hypoglycaemia, the Health and Her product range supporting the hormonal lifecycle, and the FemiClear products which address a range of common women’s intimate health conditions.
These products, which are typically recommended by pharmacists or healthcare practitioners, are available primarily through health & beauty stores, pharmacies, grocery multiples and e-commerce channels. Venture Life has direct distribution in the UK, Ireland and the USA, supplying products directly to retailer partners and supporting these products in-market. Outside of these territories Venture Life uses international distribution partners to sell its products, with those partners being responsible for the support and distribution of the products in-market
Chairman's Statement
The period under review has been one of the most significant in Venture Life's history. Over the last 17 months, the Group has undergone a fundamental transformation, emerging as a focused, pure-play consumer healthcare business with a clearer strategic identity, a strengthened balance sheet and a platform from which to pursue its next phase of growth.
While the financial performance during the Period reflects the resilience of our brands and the strength of our underlying business model, the most important achievement has been the progress made in reshaping Venture Life for the future. The Board oversaw the disposal of the Group's manufacturing operations and non-core oral care brands, as well as the integration of Health & Her. Additionally, continued investment in marketing, innovation and digital capabilities, and the acquisition of FemiClear and CUROXEN which completed post-period end on 2 June 2026, has provided Venture Life with an established platform in the United States, the world's largest consumer healthcare market.
These actions were not undertaken in isolation. They formed part of a broader review of the business through which the Board refined the Group's focus around proactive healthy longevity, helping people take positive, preventative steps to support their health and wellbeing, with a focus on healthspan as opposed to lifespan. It reaffirms our ambition to build a leading consumer healthcare platform centred on trusted brands, consumer insight, innovation and disciplined capital allocation. The result is a simpler, more focused business that is better positioned to deliver sustainable long-term growth.
This strategic focus is underpinned by the Board's confidence in the long-term structural drivers shaping the consumer healthcare market. An ageing population, and a corresponding shift in consumer priorities towards healthspan and performance-driven wellness, continue to expand demand for many of the categories in which our brands operate. This has been reinforced by an increasing preference for preventative solutions over a purely reactive approach to healthcare, alongside rising consumer engagement in managing their own health and wellbeing. The Board views these as durable, multi-year trends rather than short-term shifts in sentiment, and they reinforce our confidence in the long-term growth potential of Venture Life's portfolio.
The Board also recognises that this level of transformation has required our colleagues across the Group to navigate significant organisational change. This included the separation of long-standing development and manufacturing operations, the integration of Health & Her, the implementation of Microsoft Dynamics 365, the expansion of our leadership team and, post-period end, the establishment of operations in the United States. At the same time, the business continued to contend with a consumer environment characterised by inflationary pressures, geopolitical uncertainty and evolving customer expectations. Throughout this period of change, our extremely competent teams demonstrated exceptional commitment, resilience and adaptability, delivering great results whilst building a platform for the future. On behalf of the Board, I would like to thank every colleague for their contribution.
The Board has remained focused on ensuring that our governance framework evolves alongside the business. During the Period, we strengthened the Board through the appointment of new Executive Directors with expertise in innovation, marketing, technology and digital transformation; completed a Board effectiveness review and skills assessment; enhanced our risk governance framework; and established an ESG Working Group to support the continued development of our sustainability agenda. These initiatives are intended to ensure that Venture Life remains well governed and appropriately equipped for its next stage of development.
Despite the Group's continued strategic and operational progress, the AIM market remains challenging, and the Board believes that the Company's current valuation does not fully reflect the quality of its brands, cash generation, earnings potential and long-term growth prospects. The Board therefore remains focused on disciplined capital allocation and ensuring that shareholder capital is deployed in a manner that supports long-term value creation. During the Period, this included returning capital to shareholders through the share buyback programme while retaining significant financial flexibility to support future growth opportunities.
Looking ahead, Venture Life enters the new financial year with a strengthened financial position, a focused portfolio of Power Brands, an expanded international footprint and a clear strategic direction. The Board remains excited about the opportunities ahead and looks forward to supporting management as they continue to execute the Group's strategy and create long-term value for all stakeholders.
CEO Transition and Succession
As part of our substantial and long-term succession plans, Jerry Randall will be relinquishing his role as CEO of Venture Life Group in the New Year, ensuring a smooth transition for the remainder of this year.
As the founder of Venture Life, Jerry has had a visionary approach to improve the health and wellbeing of people. This ambition has been exemplified in the demonstrably successful business he has built and led. He should be equally as proud of the team he has mentored and nurtured into an incredibly dynamic, competent team that share his ambitions and visionary approach. The journey of the last 16 years and strategic shifts exemplify the foresight, pragmatism, and commercial ambition that Jerry has driven. Always open minded, with constructive challenge, positive perspective and very good company has led to very enjoyable and productive Board meetings. Myself, and the entire Board and teams want to express our sincere thanks to Jerry. We are also very pleased that he will be a significant part of our onward journey as a retained advisor after he steps off the Board on 31 May 2027, whilst he also rebalances his time with his extending family. This ensures we continue benefiting from his valuable experience and insight, whilst giving his successor the reigns for the next part of our journey.
Danny Wells, our CFO, will be appointed as CEO of the Company with effect from 1 January 2027. This may seem a significant change externally, but internally this transition has been in place long-term. Danny has been an extremely commercial, dedicated CFO, with whom our major shareholders are well familiar with. Over the last five years Danny and Jerry have been in close partnership and have been an integral part of our success. It is the right time for Danny to take the lead for the next part of our exciting journey. Danny epitomises leadership, strategic vision, empowerment and an enviable appetite to drive the business forward. Highly respected internally and externally with a great career to date, we are excited by the opportunity this presents for him and for Venture Life Group.
The Board is progressing the appointment of the CFO successor in accordance with its established succession plans and processes. The process is ongoing, and a further announcement will be made following completion of the appointment process.
Paul McGreevy
Non-executive Chair
Chief Executive Officer's Statement
Focus and priority
The Group completed this current financial period (17 months to May 2026) in a very different shape to that in which it entered. The measures we have undertaken over the last 17 months, conducted while maintaining strong organic growth through investment into our Power Brands, have resulted in a simplification of the overall business, which will allow us greater focus and prioritisation going forward.
The first of these steps was the divestment of our development and manufacturing operations in Italy and Sweden. Our Italian facility had been a strong pillar supporting the growth of the Group since 2014, however the Board recognised that divestment represented an opportunity to realise significant value for this business, and for the Swedish operation, as well as an opportunity to both simplify our structure and provide significant funds for future growth.
These development and manufacturing operations continue to supply significant amounts of product to the Group, however does so in the capacity of a strong third-party partnership with the new owner, the Healthea Group. This underpins the Group’s capital-light model that now enables our organic and inorganic growth. Going forward, we will benefit from the significant expertise and innovation they offer in the development of new products, as well as the wider expertise of the whole Healthea Group.
Further simplification subsequently arose through the divestment of our oral care brands (UltraDEX & Dentyl) in December 2025. These brands became part of the Group in 2016 and 2018 respectively, and while they provided the Group with entry into key UK retail relationships, cash flow and profit, they sit in a category now outside of our core focus.
The realisation of £56.1 million of cash through these divestments enabled the Group to pay down its drawn RCF funds at that time, and provide significant scope for driving organic growth of its existing Power Brands, along with selective margin accretive acquisitions. The divestments also generated a significant profit over the cost paid for these assets and businesses by the Group.
These actions have given the Group significant resources to invest in, and drive efficient and effective organic growth of our Power Brands, all of which have significant headroom in their Total Addressable Markets. During the Period we continued to increase our investment in both advertising and promotion, as well as our team, which has yielded positive results despite a challenging consumer environment. The post-period end acquisition ofFemiClear and CUROXEN in June 2026, together with the associated sales and marketing team who have joined us, has provided a strong, profitable footprint in the US from which we can launch more of our existing power brands, and grow our business in the world’s largest consumer healthcare market.
During the Period, we also completed the integration of the Health & Her business that was acquired in late 2024. This brought together the excellent teams from both Venture Life and Health & Her, which had a significant element of complementarity, and we have now fully integrated into discrete verticals across the business. The combination of skillsets between these two businesses has built a strong and highly talented internal resource , further bolstered by opportunities for internal promotion and the attraction of high-quality external talent.
Strategic direction
At the start of the Period, the Board initiated a review of the business which developed a focus on five core pillars for growth:
- Acquiring and transforming core brands with a clear runway for profitable growth
- A No.1 brand & category mindset
- Omnichannel go-to-market strategy tailored to where shoppers shop and how they buy
- Integrated digital capabilities and advanced AI
- Retaining our core entrepreneurial competencies
These five pillars underpinned our growth and strategy during the Period, including those divestments and investments already mentioned, and allowed the team to focus on driving organic growth using the levers at its disposal. Within the business we initiated a 90-day sprint culture focusing on these five pillars with multi-disciplined teams built from people across the whole business. This practice quickly became incorporated into our day-to-day work, and the results have been clear. This collaborative project has been so successful in driving change and growth, that we will be continuing this process going forward, dynamically refining direction and objectives.
During the Period we invested significantly in our digital capability. This included the implementation of Microsoft Dynamics 365 as our main operating system, and the appointment of Peter Jackson as Chief Digital and Technology Officer, joining the Board, putting data and digital capabilities at the heart of and in all aspects of our business, being core and fundamental to our future growth. This not only includes faster and better processing of our transactional business, but the use of AI and integrated digital techniques to make the business more efficient, utilise our teams time better, and drive growth within our key markets. This transformation is ongoing in the business but has already proven to be extremely successful at an early stage.
The Omnichannel approach is fundamental to success in consumer healthcare in the UK and the US. In the Period we saw strong growth in our pharmacy channel, as new relationships and initiatives were undertaken in this area, and the pharmacy team was increased to drive this. Many of the products within our Power Brands suit the pharmacy channel, and we have found this channel to be very receptive to innovation and opportunity. Nevertheless, the High Street, including health & beauty, grocery, and online, still continue to be strong pillars of our business. The integrated approach to offering our consumers product across all of these platforms ensures revenue growth and market penetration.
Selective margin accretive M&A will continue to be a function of the business going forward, as this provides efficient use of capital whilst driving increased category presence and market penetration. Currently, we are focusing on integrating the US acquisition of Femiclear and CUROXEN, and ensuring the business has been properly reset and aligned with our Group strategy following the acquisition.
For some time the share price has, the Board believes, been significantly undervalued, and so we have undertaken a share buyback program, for the benefit of all shareholders.
Finally, in terms of strategic direction the decision to invest more in the advertising and promotion of our Power Brands continues to deliver rewards. To date, we have seen strong results and expect to maintain an upward trajectory of investment to further drive market share and category ownership. Our aim is to build presence in the categories where our Power Brands sit, both growing the market itself through insightful science-led innovation, and increasing market penetration through first-class customer service and strong partnership with leading retailers at a senior category level. Through this we can provide effective and affordable products for the consumer, while delivering value and opportunity for both the Group and its retail partners. Ultimately, this is delivered for our shareholders through a growing profitable and cash generative business.
Divestment update
The divestment of the Group’s development and manufacturing operations came in the first half of calendar 2025, and just over a year on, we now continue to see the benefits from this transaction. The headline benefits outlined at the time, including cash realisation, simplification and focus on higher margin brands, continues to have a positive impact. However, the firm and strong relationships built under the Group’s ownership have continued under third-party ownership. This includes a strong, deep and flourishing innovation pipeline of new product development. This pipeline is far wider and more innovative than we have previously seen in the Group. This has been driven by a dedicated marketing and innovation team, led by Kate Bache, which utilises market and scientific insight, in conjunction with development and manufacturing expertise from our partnership with Healthea Group, to build impactful and breakthrough market innovation that will drive future top line growth of the business. We continue to use the agile regulatory routes available to us in the UK, EU and US, which allow us to bring products to market quickly and cost-efficiently.
While the divestment of the development and manufacturing operations represented a significant change for the business, we continue to retain expertise through our long-term contractual relationship with the new owner, the Healthea Group. This relationship provides us with access to the much wider resources and capabilities of the Healthea Group, which includes deeper knowledge and capabilities in the area of food supplements, different product presentations along with additional manufacturing sites available to us. We have built and are continuing to develop this close relationship for both innovation and manufacturing and it is growing well and collaboratively with both parties working hard and committed to mutual future profitable growth.
The divestment of UltraDEX and Dentyl in late 2025 also helped us to simplify the business.These assets contributed to Venture Life’s early development, particularly through the retailer relationships they supported in the UK market, which we continue to leverage across our brand portfolio. However, these products operate in the oral care category which is highly competitive and which is no longer a category of focus for us moving forward. We are pleased to have divested of these products to a growing young company within the UK who will take these products forward.
Post-period end acquisition update
Post-period end we completed the acquisition of the FemiClear and CUROXEN brands in the US marking an important first step in establishing our own direct operations within that market. The US consumer healthcare market is substantially larger than the UK, but retains many of the same characteristics to the UK market in which we are experienced, including:
- A small concentration of retailers with high distribution.
- Sophisticated use of online channels.
- Understanding of the promotional mechanics for product support in the retailers.
The pricing for consumer healthcare products in the US is typically larger than the UK. Combined with our experience operating in the UK, and the experienced sales & marketing team that has joined us in the US as part of the acquisition, we feel confident in our ability to grow and develop in this larger US market.
Fundamental to building our US operations is doing so from a profitable, cash-generative base, such as that which we have acquired. The FemiClear and CUROXEN brands are expected to generate circa $14 million of net revenues in the US in the calendar year 2026, up from $12.1 million for the 12 months ended 31 March 2025. This growth is primarily through new distribution gains with key retailers such as CVS, Walgreen, Walmart and Target. Many of these new listings were agreed before the start of 2026 but came into effect during the year, and we continue to identify and build further distribution gains across the portfolio going forward. The full impact of many of these distribution gains will not be felt until calendar year 2027.
The acquisition of FemiClear gives Venture Life a strong platform to accelerate growth in the US while strengthening its wider brand portfolio through cross-pollination. By combining FemiClear’s established position in women’s intimate health, proven US retail relationships and experienced commercial team with Venture Life’s existing UK Power Brands — including Balance Activ, Lift, Health & Her and Earol — the Group can broaden FemiClear’s US range, introduce selected FemiClear products into Europe under the Balance Activ brand, and use its newly established US infrastructure as a launchpad for taking our proven UK brands into major US retailers.
We are investing in additional members of this US team to support the growth of both the FemiClear brand and Venture Life Power Brands, which will be funded out of the growth of the products. Our knowledgeable and experienced in-market team provides Venture Life with a relatively low-cost entry into the US with an existing team well-known in the marketplace. We will continue to update shareholders on the progress in the US over the coming years.
Finally, this first step into the US gives us the opportunity to consider the acquisition of further complementary margin accretive assets in this market which can be exploited using the same sales and marketing structure, and which can also leverage newly established CDMO relationships locally. Similar to the UK, our team operates a hybrid working model, and gives us maximum flexibility for accessing key retailers in different regions of the US. We see this as an exciting opportunity, particularly in terms of its size but also pricing, which is often meaningfully higher in the US than Europe for equivalent products. We continue also to review acquisition opportunities in the UK, as well as in the US, and will look to deploy available capital in this area as we go forward, once we have ensured that the US integration is properly embedded and organic growth strategies underway.
Key achievements and challenges
The simplification of the Group and realisation of significant cash is the largest achievement in the period. As a small business, simplicity is important, and whilst the development and manufacturing operations gave us leverage to grow, we believe it is optimal to focus on the development of our Power Brands and leave the investment and management of development of manufacturing operations to bigger groups more suited to do this. The cash realised has been extremely valuable to the Group, not only realising a significant profit over the cost at which those operations were acquired, but also allowing us to pay down our RCF, acquire an attractive and strategically valuable US asset, while having significant resources remaining to drive organic growth. At a time of global economic uncertainty, the retention of a strong balance sheet, and operations that are highly cash generative are key to continuing to develop in the current environment. We still retain our RCF of up to £30 million, plus a £20 million accordion facility. In addition to our cash balances and ongoing cash generation, this gives us significant resources that can be applied to acquisitions going forward.
The simplification of the Group has also allowed us to properly organise resources within the business, creating clear operational verticals, and enabling greater focus on the progression of our Power Brands. This achievement should not be underestimated: simplicity allows focus and prioritisation which is fundamental to delivering successful organic growth.
The Period has been defined by significant change – divesting a substantial part of our business (CDMO and oral care), integrating Health & Her, and implementing a new ERP system, all in step with our strategic pillars. Change of this scale is rarely straightforward, but the senior leadership team and colleagues across the business have embraced it with a shared vision for the Group’s future, and have worked tirelessly to deliver it. We have also continued to deliver market-beating revenue growth notwithstanding the above changes through increasing investment in our team and advertising & promotion.
The consumer environment has remained challenging, with persistent inflation, rising energy costs and geopolitical disruption continuing to weigh on consumer spending power and supply costs. Healthcare tends to be more resilient than other FCMG categories in this environment, though not immune. Against this backdrop, we have continued to grow – supported by a talented and resilient team, a portfolio of Power Brands that hold the number one or two position in their markets with retained pricing power, and strong strategic partnerships with retailers and suppliers. Many of our retail partners are themselves facing lower footfall as a result of these pressures; through close collaboration, cutting-edge innovation and entrepreneurial agility, we have worked with them to continue to grow market share and customer base.
Revenue by brand for the 17 months ended 31 May 2026:
|
Revenue £’m |
12mths ended 31 Dec 2025 |
Change vs comparative prior period (%) |
5mths ended 31 May 2026 |
Change vs comparative prior period (%) |
17mths ended 31 May 2026 |
Change vs comparative prior period (%) |
|
Balance Activ |
8.8 |
17.3% |
3.3 |
6.5% |
12.2 |
15.1% |
|
Lift |
7.5 |
7.1% |
3.5 |
59.1% |
11.0 |
19.6% |
|
Glucogel |
2.5 |
4.2% |
1.0 |
11.1% |
3.5 |
6.1% |
|
Earol |
5.8 |
(2.1)% |
2.4 |
49.8% |
8.2 |
7.9% |
|
Health & Her |
7.8 |
36.4% |
2.8 |
(9.7)% |
10.7 |
21.6% |
|
Health & Him |
0.7 |
>100% |
0.4 |
>100% |
1.1 |
>100% |
|
Sub-Total Power Brands |
33.1 |
14.9% |
13.4 |
20.7% |
46.7 |
17.0% |
|
Pomi-T |
1.0 |
(12.0)% |
0.2 |
98.2% |
1.2 |
1.2% |
|
Gelclair |
1.0 |
(40.7)% |
1.0 |
>100% |
2.0 |
5.3% |
|
Other |
0.1 |
(31.5% |
0.1 |
>100% |
0.1 |
0.4% |
|
Total |
35.2 |
11.4% |
14.7 |
28.9% |
50.0 |
16.0% |
Revenue by therapy area for the 17 months ended 31 May 2026:
|
Revenue £’m |
12mths ended 31 Dec 2025 |
Change vs comparative prior period (%) |
5mths ended 31 May 2026 |
Change vs comparative prior period (%) |
17mths ended 31 May 2026 |
Change vs comparative prior period (%) |
|
Women’s Health |
8.8 |
17.3% |
3.3 |
6.5% |
12.2 |
15.1% |
|
Energy Management |
10.0 |
6.4% |
4.5 |
45.2% |
14.5 |
16.0% |
|
Ear Care |
5.8 |
(2.1%) |
2.4 |
49.8% |
8.2 |
7.9% |
|
Hormonal Health |
8.5 |
44.1% |
3.2 |
(3.0%) |
11.8 |
28.3% |
|
Sub-Total Power Brands |
33.1 |
14.9% |
13.4 |
20.7% |
46.7 |
17.0% |
|
Oncology Support |
2.0 |
(28.6%) |
1.2 |
>100% |
3.2 |
3.2% |
|
Other |
0.1 |
(31.5%) |
0.1 |
>100% |
0.1 |
0.4% |
|
Total |
35.2 |
11.4% |
14.7 |
28.9% |
50.0 |
16.0% |
- Women’s Health — Balance Activ: revenue £12.2m, up 15.1% for the Period
Balance Activ delivered revenue of £12.2m, up 15.1%, supported by stronger retail distribution, successful innovation and increased consumer awareness activity. Distribution expanded across key UK retailers, including Superdrug and Boots, with Holland & Barrett added as a new retailer, increasing the brand’s physical retail presence and strengthening availability across high street and health-led channels.
Innovation was also a key contributor to performance, with the Dual Action and Test Kit launches well received by retailers and supported by strong distribution commitments. These launches broadened the relevance of the Balance Activ range and created additional opportunities to address consumer needs across the vaginal health category. Brand investment further supported growth through the first bathroom media campaigns and first TV campaigns which took place after the period-end, which targeted BV awareness and the critical personal moment when consumers are seeking solutions for vaginal symptoms.
Revenue performance also benefitted from cost price increases and an updated promotional strategy, protecting profitability alongside revenue growth. Internationally, partner-led range extensions into menopause with Strategic partners, provided further momentum outside the UK. Looking ahead, growth is expected to be supported by the launch of Balance Activ into two additional retailers in 2026/27, continued roll-out of Dual Action and Test Kits, and further innovations which have been developed during the period that are due to launch in the current financial year. Planned healthcare professional marketing, including a campaign outlining the benefits of using lactic acid-based products alongside antibiotics, are expected to help reinforce clinical credibility and category leadership.
- Energy Management — Lift and Glucogel: revenue £14.5m, up 16.0% for the Period
Energy Management revenue increased to £14.5m, up 16.0%, supported by growth across retail, e-commerce and pharmacy channels. Retail performance benefitted from an expanded Sainsbury’s range and increased distribution, while online channels also performed strongly, delivering £0.6m of revenue growth versus the previous period. Within online, Lift grew by £0.5m, representing 23% growth versus the prior year, and Glucogel revenues continue to progress gradually through this channel.
Pharmacy remained an important growth driver, with performance supported by expanded distribution, stronger pharmacy partnerships across the UK & Ireland, including a 33% increase in store penetration with Day Lewis. Innovation also contributed to revenue progression, with the new range of gels launched into Amazon and Boots. This was supported by targeted healthcare professional marketing, including activity at national type 1 diabetes events, training guides and education modules designed to build advocacy among key healthcare influencers.
The outlook for Energy Management is underpinned by continued channel expansion and innovation. The new US team is expected to support bricks-and-mortar expansion in that market, while pharmacy growth will be assisted by extending the strong Q1 and Q2 sales activation programme and recruiting additional field sales representatives to drive sell-through volumes regionally across the UK & Ireland. Further growth is expected from the continued retail roll-out of gels, alongside a pipeline of new formats and innovations launching in the coming months. The development of our in-house digital team is expected to provide an additional platform for subscription growth, CRM activation and improved consumer loyalty.
- Ear Care — Earol: revenue £8.2m, up 7.9% for the Period
Ear Care revenue increased to £8.2m, up 7.9%, supported by stronger retail distribution, proposition development and increased consumer awareness activity whereby migration from drops to spray format has benefited the brand. Growth was driven by new entry into Holland & Barrett, further range extensions in Boots and Sainsbury’s, success of the multi-pack offering on Amazon and the relaunch of Earol Swim as Swim, Shower & Bath, which broadened the product proposition by addressing consumer insight around water entering the ear during bathing as well as swimming.
Marketing activity also supported performance, with radio advertising helping to build awareness of the signs of ear wax, including hearing loss, while promoting Earol Swim & Shower during the seasonal summer peak. Looking ahead, revenue growth is expected to be supported by packaging enhancements to improve shelf standout and communication of product claims, as well as continued engagement with pharmacists and audiologists, and ongoing international expansion opportunities through strategic collaboration with key distribution partners.
- Hormonal Health — Health & Her, Health & Him: revenue £11.8m, up 28.3% for the Period
Health & Her delivered strong revenue growth in the period, increasing to £10.7m, up 21.6%. The key drivers of performance were expanded retail distribution, successful pricing actions and increased brand investment. Distribution gains were achieved across established accounts including Boots and CVS, alongside new listings with Kruidvat in the Netherlands, Well Pharmacy and Day Lewis, broadening the brand’s reach across both UK and international retail channels.
The brand also benefitted from the successful implementation of cost price increases across the range, helping to offset rising cost pressures while supporting overall revenue progression. Marketing activity is expected to further strengthen performance, with the new “for every stage of you” TV campaign going live post period-end and extended digital campaigns increasing momentum behind the maternal and paternal journey, which reinforce Health & Her’s position as a specialist hormone health brand.
Looking ahead, future growth is expected to be supported by a greater focus on the US market across both offline and online channels, continued product innovation and further distribution expansion. Further product launches will extend the brand into emerging consumer trends, which will broaden the range, increase basket value and support retailer multibuy promotional strategies. Additional marketing tests and healthcare professional activity, together with planned pharmacy distribution gains will provide further opportunities to build on the strong growth delivered in the period.
Health & Him remained a smaller revenue contributor but delivered the fastest growth in the portfolio, increasing to £1.1m from a low comparative base. Growth reflects expanded distribution, stronger consumer awareness and the early benefits of building the men’s hormone health proposition within the wider Health & Him platform.
- Oncology Support — Gelclair and Pomi-T: revenue £3.2m, up 3.2% for the Period
Gelclair and Pomi-T together delivered £3.2m of revenue for the period, reflecting stable overall performance across a smaller non-Power Brand base. Gelclair grew to £2.0m, up 5.3%, while Pomi-T delivered £1.2m, broadly stable at +1.2%.
Outlook
We closed the Period with financial results in line with market expectations, despite the prevailing market conditions. With a diversified but consolidated business across a number of brands, markets and customers, and with a strong balance sheet, we are well placed to navigate this environment. Our strategic customer and supply partnerships are key to underlying growth and market share development, and we continue to dedicate significant senior resource to this area.
Our outstanding and dedicated team continue to drive the core business, and deliver genuine, breakthrough product innovation, as opposed to incremental product variations or line extensions, that dilute value, and which are common elsewhere in the consumer healthcare market. Innovation is key to consumer retention and market share growth, and we continue to draw on extensive scientific and consumer insight as the foundation for our innovation. Our new product pipeline for the next three years is the most extensive in our history.
Following the US acquisition, we see this as our largest and most immediate growth opportunity in the coming years. With a strong and credible brand in FemiClear already growing very well and profitably, this operation provides a launchpad into a largely untapped market for our Power Brands, where we will aim to replicate the success we have achieved in the UK albeit at a greater scale.
Powered by our growth levers, the Board believes that the Group has a clear pathway to make significant progress, supported by a combination of organic growth, a disciplined approach to acquisitions and by targeting expansion of the Women’s Intimate Health and Hormonal Health segments across the UK and US. With the business now simplified and focused as a pure play consumer healthcare platform, supported by an agile and talented team, with strong customer and supplier partnerships, we are well placed to capitalise on the opportunities ahead. The Board is therefore highly confident in meeting market expectations for the year ending 31 May 2027 and beyond.
Furthermore, and subject to both market conditions and the successful execution of the Group’s strategy, the Board has aspirations to achieve annual revenue in excess of £300 million within the next five years and, at this level of scale, the Board expects the Group to be generating an Adjusted EBITDA margin of approximately 25%.
CEO Transition and Succession
In accordance with the Board’s long-term succession plans for the business, I will be stepping down at CEO of the business at the end of the year and Danny Wells, our current CFO, will be taking over as CEO from 1 January 2027. Since the founding of the business in 2010 it has developed, grown and flourished to become recognised as a truly innovative, agile platform that provides efficacious, affordable consumer healthcare products on an omnichannel basis in some of the world’s major markets. The business has an incredible team of talented and creative individuals who care about delivering products enabling the consumer to proactively manage their daily health needs and to live a longer healthier life.
It has been a privilege to be on this journey with all the people who have been a part of this business over the last 16 years, and I am sure the business will continue to go from strength to strength. I will be leaving the business at a time when it possesses a strong and talented management team, hugely supportive and insightful Board, strong balance sheet, and a portfolio of exciting and relevant Power Brands with significant headroom in their Total Addressable Markets, in particular in its core markets of UK & US.
Over the next three months, there will be a smooth and gradual transition of my responsibilities to Danny with him assuming full CEO responsibilities from 1 January 2027. I will remain on the Board of the Group until the end of the current financial year, 31 May 2027, at which time I will step down from the Board as a director but remain retained by the business as an advisor to the Board and management team.
Danny joined the Group in 2021 as part of the acquisition of BBI Healthcare, which included the Balance Activ and Lift brands, and shortly thereafter became our CFO. Danny has developed and grown tremendously over the last 5 years, and in particular has been an integral part of both Group operations and our M&A journey, as well as of course heading up the finance team. Danny is well embedded into the business, and ready to take on this challenge to drive the business forward to the next stage of its development, in line with the Group’s strategy and with the full support of the Board and management team. I am delighted that Danny has agreed to take on the role, and I have every confidencethat he will successfully lead the business forward through its next phase of growth.
Having been CEO of the business since its founding 16 years ago, it is the right time for me to step away and allow this talented young and ambitious team to bring their energy and creativity to bear. I would like to thank everyone who has been involved and supported me in the journey over the last 16 years – the team within the business, the Board, shareholders, advisors, and not least of which, our customer and supplier partners. Venture Life is a growing, profitable, cash generative and debt free business, in one of the most desirable sectors, consumer healthcare, and is well placed to deal with the challenges of the market and now recurrent global events. With a diversified and highly relevant brand and product offering, the business will continue to be at the forefront of innovative proactive healthy longevity.
I would like to particularly thank the Board and senior management team for their help, support and wise counsel in making this transition, without which this would not have been possible. I look forward to continuing to provide help and support in the future.
Jerry Randall
Chief Executive Officer
Financial Review
Introduction
The period to 31 May 2026 was transformational for the Group, reflecting the completion of the disposal of the CDMO activities, non-core products and oral care brands, alongside the continued development of the Group's Power Brands. As a result, the financial statements continue to distinguish between Continuing Operations, representing the ongoing pure-play consumer healthcare business, and Discontinued Operations.
The Group changed its accounting reference date during the period from 31 December to 31 May and therefore the current financial results cover a seventeen-month period ended 31 May 2026. Comparative information relates to the twelve-month period ended 31 December 2024, unless stated otherwise.
Group revenue
Group revenue from Continuing Operations increased to £50.0 million (2024: £26.6 million) representing underlying growth of 16.0% on a proforma1 basis versus the previous seventeen months to 31 May 2025, driven by 14.8% volume and 1.2% price. Whilst direct comparison is impacted by the change in reporting period, and a full period of contribution from the Health & Her acquisition, the performance reflects strong growth across the Group's Power Brands, increased distribution, and the benefits of increased advertising and promotional investment.
The UK remained the largest market for the Group, generating revenue of £31.9 million (2024: £16.2 million), while international revenues continued to expand across Europe, North America and other key territories. The United States generated £3.0 million (2024: £0.6 million) of revenue during the period ahead of the acquisition of FemiClear and CUROXEN following the period end.
Revenue from Discontinued Operations comprised £11.8 million from the CDMO and Non-Core Products business and £3.4 million from Oral Care until their respective disposal dates.
Gross profit
Gross profit from Continuing Operations rose to £22.3 million (2024: £12.2 million), representing a gross margin of 44.6% (2024: 45.8%).
The modest reduction in gross margin reflects product and channel mix changes versus management expectations in the final months of the period. This was confined to a key UK customer, where ordering volatility and tighter working capital control reduced volumes of some of the Group’s highest-margin products, most notably the initial buy-in for new product launches ahead of TV campaigns.
Since the start of calendar year 2026, the Group has implemented cost price increases across its Power Brands, largely offsetting general inflationary pressures. However, the closure of the Strait of Hormuz from February has created additional logistics and packaging cost pressures, particularly affecting the made-to-order International business. Further single-digit cost price increases have been passed on to affected International partners since the Period end.
Notwithstanding the above pressures, margin performance remains materially stronger than historical levels, reflecting the benefits of its increased focus on its higher-margin Power Brands.
Operating expenses
Operating expenses before amortisation increased to £16.0 million (2024: £6.6 million). The increase reflects the longer reporting period, a full period inclusion of operating costs associated with the acquisition of Health & Her, substantial investment behind the Group's strategic growth initiatives and the strengthening of organisational capability, as well as increased investment in marketing costs as a percentage of revenue.
The Group continued to increase investment in advertising and promotion, with marketing expenditure representing 9.4% of revenue (2024: 6.1%). This investment has supported growth in distribution, increased consumer awareness and continues to strengthen the Group's position across its key categories.
Further investment was made in commercial capability, digital infrastructure, data analytics and organisational development. Average headcount within Continuing Operations increased to 63 employees (2024: 43 employees) as the Group strengthened resources in key growth areas.
Non-cash administrative expenses
Amortisation and depreciation charges increased to £5.2 million and £0.5 million respectively (2024: £2.4 million and £0.4 million). The increase in amortisation principally reflects the annualisation of acquired Health & Her intangible assets together with the longer seventeen-month reporting period.
Exceptional costs
Exceptional costs increased to £5.3 million (2024: £1.6 million), relating primarily to strategic initiatives undertaken during the period. These included:
- £3.1 million relating to the implementation of the Group-wide ERP platform;
- £1.5 million of costs associated with acquisition and integration activity; and
- restructuring costs of £0.8 million.
The Group continues to classify costs associated with significant acquisition, disposal and transformation activities as exceptional in order to provide greater transparency regarding underlying trading performance.
The implementation of the new Microsoft Dynamics 365 ERP system was a major milestone for the organisation. The original implementation costs amounted to £2.5 million at point of go-live in December 2025. Since the end of the calendar year, the Group has expanded the investment in this area further, including the setup and migration work associated with new US entities, as well as running an hypercare support programme in the period after go-live to help ensure system optimisation and resolution of issues – the implementation has been a huge success and is now enabling the finance team to produce reporting more accurately and quickly whilst also providing the Group with a scalable platform for its M&A playbook by enabling future acquisitions to be seamlessly integrated into the wider financial and operational reporting infrastructure.
Following the success of this implementation, the Group has begun developing integrated demand forecasting and promotional activity management tools to create a single, cross-functional source of truth which will support better decisions, experiences and automation. These initiatives are expected to enhance customer service, improve demand responsiveness, optimise inventory, increase forecasting accuracy and further strengthen operating discipline – these objectives are all expected to deliver measurable financial benefits through smarter revenue growth management, cost savings and productivity gains, with payback anticipated within twelve months of completion.
Net finance income / expense
Finance expense reduced significantly to £0.2 million (2024: £1.5 million), reflecting the repayment in full of the Group's revolving credit facility following completion of the divestments which generated cash of £56.1 million. As a result, interest-bearing borrowings reduced from £23.9 million at 31 December 2024 to £0.5 million at 31 May 2026, comprising primarily lease obligations. As a consequence, the Group moved from a leveraged position to a net cash position by the end of the reporting period.
Adjusted EBITDA
Adjusted EBITDA from Continuing Operations increased to £7.9 million (2024: £6.2 million) and Adjusted EBITDA margin was 15.7% (2024: 23.2%) reflecting the investment in organisational capability, technology and infrastructure, which coupled with the divestment of the CDMO activities and Oral Care brands, have temporarily de-leveraged the operating cost base. This impact is expected to reverse positively through the growth to be generated from the higher margin Power Brands and the contribution of the FemiClear and CUROXEN brands acquired post period-end.
Operating loss, profit before tax and earnings
Continuing Operations reported an operating loss of £3.8 million (2024: operating profit of £1.5 million), principally reflecting exceptional transformation costs and increased amortisation charges. Loss before tax from Continuing Operations was £4.0 million (2024: profit before tax of £nil).
Adjusted profit measures remained significantly stronger, with Adjusted diluted EPS3 for the Continuing Operations increasing to 5.80 pence (2024: 3.11 pence).
Following gains realised on the disposals of the CDMO activities and Oral Care businesses, total profit after tax for the Group was £3.4 million (2024: loss £0.3 million). Discontinued Operations contributed a profit after tax of £7.2 million, including a net disposal gain of £11.7 million. This result contributed to the Group delivering an overall profit for the Period of £3.4 million (2024: loss £0.3 million) and an Adjusted diluted EPS3 of 14.74 pence (2024: 3.65 pence).
Non-current assets
Non-current assets reduced to £46.9 million (2024: £52.7 million), largely reflecting the normal amortisation of acquired intangible assets. At period end, intangible assets totalled £43.8 million and continue to comprise the majority of the Group's non-current asset base.
The Board completed annual impairment assessments across all cash-generating units and no impairment was required within Continuing Operations.
Working capital and current assets
Current assets increased to £46.4 million (2024: £19.0 million), driven primarily by the Group's significantly strengthened cash position and acquisition-related receivables.
Trade and other receivables increased to £30.9 million, including £17.1 million of acquisition funds transferred ahead of completion of the FemiClear and CUROXEN acquisition immediately following the period end. Excluding this item, working capital remained well controlled, with underlying trade and other receivables increasing to £13.8 million (2024: £10.8 million), reflecting very strong customer billing in the final month of the period.
Inventory reduced to £4.0 million (2024: £5.1 million) as the Group continues to focus on optimising the inventory cycle following implementation of the new ERP system.
Trade and other payables increased to £10.5 million (2024: £5.3 million), driven by higher supplier payables following strong year-end customer billing and the inclusion of £1.4 million of transaction costs relating to the FemiClear and CUROXEN brand acquisitions, which completed immediately after the period end.
Cash flow and free cash flow
The Group generated net cash from Continuing Operations of £4.4 million (2024: £4.0 million), which translated to Free cash flow6of £3.5 million (2024: £3.7 million) at conversion of 44.7% (2024: 59.4%). Net cash from Continuing Operations and Free cash flow performance are both impacted by significant exceptional costs paid during the Period.
The disposal programme for the CDMO activities and Oral Care brands led to net disposal proceeds of approximately £56.1 million which the Group redeployed to:
- repay all borrowings under the revolving credit facility;
- fund the share buyback programme;
- invest in the ERP implementation;
- support strategic growth initiatives; and
- provide funding for the acquisition of FemiClear and CUROXEN following the period end.
At 31 May 2026, the Group held cash balances of £11.5 million and had no drawn debt, compared with net debt of £18.7 million at 31 December 2024 and net cash of £34.2 million at 31 December 2025. The movement during the Period includes the advance transfer of c.£17.1 million for the FemiClear and CUROXEN acquisition, completed on 2 June 2026, with funds released before the Period end to allow sufficient clearing time, as well as £4.7 million of funds returned to shareholders as part of the share buyback programme.
The Group also retains access to its £30 million revolving credit facility, together with a further £20 million accordion facility, providing substantial financial flexibility to support future organic growth and selective acquisitions.
Daniel Wells
Chief Financial Officer
Consolidated Statement of Comprehensive Income
for the period ended 31 May 2026
Company number 05651130
|
|
|
Period ended |
Year ended |
|
|
|
31 May |
31 December |
|
|
|
2026 |
2024 |
|
|
Notes |
£’000 |
£’000 |
|
|
|
|
|
|
Revenue |
2 |
49,968 |
26,593 |
|
Cost of sales |
|
(27,659) |
(14,407) |
|
Gross profit |
|
22,309 |
12,186 |
|
Administrative expenses |
|
|
|
|
Operating expenses |
|
(15,964) |
(6,606) |
|
Amortisation of intangible assets |
7 |
(5,222) |
(2,447) |
|
Total administrative expenses |
|
(21,186) |
(9,053) |
|
Other income |
|
384 |
3 |
|
Operating profit before exceptional items |
|
1,507 |
3,136 |
|
Exceptional costs |
3 |
(5,312) |
(1,621) |
|
Operating (loss) / profit |
|
(3,805) |
1,515 |
|
Finance costs |
|
(240) |
(1,496) |
|
(Loss) / profit before tax |
|
(4,045) |
19 |
|
Tax |
4 |
275 |
(46) |
|
Loss for the year – Continuing operations |
|
(3,770) |
(27) |
|
Profit / (loss) for the year – Discontinued operations |
14 |
7,183 |
(287) |
|
Profit / (loss) for the year |
|
3,413 |
(314) |
|
Other comprehensive income: |
|
|
|
|
Items that will be reclassified subsequently to profit or loss |
|
|
|
|
Foreign exchange gain / (loss) on translation of subsidiaries |
|
1,009 |
(868) |
|
Recycling of foreign currency translation reserve to profit or loss on disposal of subsidiaries |
|
(1,159) |
- |
|
Fair value movements on cash flow hedges |
|
(160) |
- |
|
Total comprehensive profit for the period attributable to equity holders of the parent |
|
3,103 |
(1,182) |
All of the profit and the total comprehensive income for the period is attributable to equity holders of the parent.
|
|
|
Period ended |
Year ended |
|
|
|
31 May |
31 December |
|
|
|
2026 |
2024 |
|
Earnings per share – Continuing operations |
|
|
|
|
Basic earnings per share (pence) |
6 |
(2.98) |
(0.02) |
|
Diluted earnings per share (pence) |
6 |
(2.98) |
(0.02) |
|
|
|
|
|
|
Earnings per share – Total Group |
|
|
|
|
Basic earnings per share (pence) |
6 |
2.70 |
(0.25) |
|
Diluted earnings per share (pence) |
6 |
2.70 |
(0.25) |
Consolidated Statement of Financial Position
at 31 May 2026
Company number 05651130
|
|
|
At 31 May |
At 31 December |
|
|
|
2026 |
2024 |
|
|
Notes |
£’000 |
£’000 |
|
|
|
|
|
|
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Intangible assets |
7 |
43,765 |
48,615 |
|
Property, plant and equipment |
8 |
309 |
769 |
|
Deferred tax asset |
5 |
2,780 |
3,287 |
|
|
|
46,854 |
52,671 |
|
|
|
|
|
|
Current assets |
|
|
|
|
Inventories |
|
3,987 |
5,075 |
|
Trade and other receivables |
|
30,854 |
10,832 |
|
Cash and cash equivalents |
9 |
11,540 |
3,053 |
|
|
|
46,381 |
18,960 |
|
Assets held for sale |
14 |
- |
52,856 |
|
Total assets |
|
93,235 |
124,487 |
|
|
|
|
|
|
Equity and liabilities |
|
|
|
|
Capital and reserves |
|
|
|
|
Share capital |
|
387 |
381 |
|
Share premium account |
|
66,591 |
65,960 |
|
Merger reserve |
|
50 |
7,656 |
|
Foreign currency translation reserve |
|
(4) |
146 |
|
Share-based payments reserve |
|
1,442 |
1,225 |
|
Cash flow Hedge reserve |
|
(160) |
- |
|
Treasury shares |
|
(4,732) |
- |
|
Retained earnings |
|
11,545 |
43 |
|
Total equity attributable to equity holders of the parent |
|
75,119 |
75,411 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
10,487 |
5,307 |
|
Taxation |
|
728 |
330 |
|
Interest-bearing borrowings |
10 |
283 |
1,660 |
|
|
|
11,498 |
7,297 |
|
Liabilities held for sale |
|
- |
11,966 |
|
|
|
11,498 |
19,263 |
|
Non-current liabilities |
|
|
|
|
Interest-bearing borrowings |
10 |
209 |
22,200 |
|
Deferred tax liability |
5 |
6,409 |
7,613 |
|
|
|
6,618 |
29,813 |
|
Total liabilities |
|
18,116 |
49,076 |
|
Total equity and liabilities |
|
93,235 |
124,487 |
Consolidated Statement of Changes in Equity
for the period ended 31 May 2026
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
Share |
|
currency |
Share-based |
Cash flow |
|
|
|
|
|
Share |
premium |
Merger |
translation |
payments |
Hedge |
Treasury |
Retained |
Total |
|
|
capital |
account |
reserve |
reserve |
reserve |
reserve |
shares |
earnings |
Equity |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2024 |
379 |
65,960 |
7,656 |
1,014 |
1,034 |
- |
- |
211 |
76,254 |
|
Loss for the year |
- |
- |
- |
- |
- |
- |
- |
(314) |
(314) |
|
Foreign exchange |
- |
- |
- |
(868) |
- |
- |
- |
- |
(868) |
|
on translation |
|
|
|
|
|
|
|
|
|
|
Total comprehensive expense |
- |
- |
- |
(868) |
- |
- |
- |
(314) |
(1,182) |
|
Share-based payments charge |
- |
- |
- |
- |
337 |
- |
- |
- |
337 |
|
Share-based payments charge recycling |
- |
- |
- |
- |
(146) |
- |
- |
146 |
- |
|
Contributions of equity, net of transaction costs |
2 |
- |
- |
- |
- |
- |
- |
- |
2 |
|
Transactions with Shareholders |
2 |
- |
- |
- |
191 |
- |
- |
146 |
339 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2025 |
381 |
65,960 |
7,656 |
146 |
1,225 |
- |
- |
43 |
75,411 |
|
Profit for the period |
- |
- |
- |
- |
- |
- |
- |
3,413 |
3,413 |
|
Foreign exchange |
- |
- |
- |
1,009 |
- |
- |
- |
- |
1,009 |
|
on translation |
|
|
|
|
|
- |
- |
|
|
|
Recycling of foreign currency translation reserve to profit or loss on disposal of subsidiaries |
- |
- |
- |
(1,159) |
- |
- |
- |
- |
(1,159) |
|
Fair value movements on cash flow hedges |
- |
- |
- |
- |
- |
(160) |
- |
- |
(160) |
|
Total comprehensive income / (expenses) |
- |
- |
- |
(150) |
- |
(160) |
- |
3,413 |
3,103 |
|
Share-based payments charge |
- |
- |
- |
- |
700 |
- |
- |
- |
700 |
|
Share-based payments charge recycling |
- |
- |
- |
- |
(483) |
- |
- |
483 |
- |
|
Contributions of equity, net of transaction costs |
6 |
631 |
- |
- |
- |
- |
- |
- |
637 |
|
Purchase of treasury shares |
- |
- |
- |
- |
- |
- |
(4,732) |
- |
(4,732) |
|
Transactions with Shareholders |
6 |
631 |
- |
- |
217 |
- |
(4,732) |
483 |
(3,395) |
|
|
|
|
|
|
|
|
|
|
|
|
Realisation of merger reserve on divestment of subsidiary |
- |
- |
(7,606) |
- |
- |
- |
- |
7,606 |
- |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 May 2026 |
387 |
66,591 |
50 |
(4) |
1,442 |
(160) |
(4,732) |
11,545 |
75,119 |
Consolidated Statement of Cash Flows
for the period ended 31 May 2026
|
|
|
Period ended |
Year ended |
|
|
|
31 May |
31 December |
|
|
|
2026 |
2024 |
|
|
Notes |
£’000 |
£’000 |
|
Cash flow from operating activities |
|
|
|
|
(Loss) / Profit before tax |
|
(4,045) |
19 |
|
Finance expense |
|
240 |
1,496 |
|
Operating (loss) / profit |
|
(3,805) |
1,515 |
|
Adjustments for: |
|
|
|
|
– Depreciation of property, plant and equipment |
8 |
520 |
359 |
|
– Impairment loss / (gains) of financial assets |
|
154 |
(7) |
|
– Amortisation of intangible assets |
7 |
5,222 |
2,447 |
|
– Loss on disposal of non-current assets |
7, 8 |
- |
158 |
|
– Share-based payment expense |
|
605 |
232 |
|
Operating cash flow before movements in working capital |
|
2,696 |
4,704 |
|
Decrease / (increase) in inventories |
|
115 |
(355) |
|
Increase in trade and other receivables |
|
(3,590) |
(2,465) |
|
Increase in trade and other payables |
|
5,765 |
2,747 |
|
Cash generated from operations |
|
4,986 |
4,631 |
|
– Tax paid |
|
(571) |
(657) |
|
– Cashflows from discontinued operations |
|
(5,941) |
4,377 |
|
Net cash (used in) / from operating activities |
|
(1,526) |
8,351 |
|
Cash flow from investing activities: |
|
|
|
|
Acquisition of subsidiaries, net of cash acquired |
|
(974) |
(9,480) |
|
Divestment of business units, net cash received |
|
56,089 |
- |
|
Cash placed in escrow for post-year end acquisition of subsidiary |
|
(17,140) |
- |
|
Cash flow hedge on future acquisition of subsidiary |
|
(160) |
- |
|
Purchases of property, plant and equipment |
8 |
(61) |
(8) |
|
Expenditure in respect of intangible assets |
7 |
(400) |
(2) |
|
Cash outflows from discontinued operations |
|
(788) |
(1,804) |
|
Net inflow / (outflow) from investing activities |
|
36,566 |
(11,294) |
|
Cash flow from financing activities: |
|
|
|
|
Proceeds from issuance of ordinary shares |
|
637 |
2 |
|
Purchase of Treasury Shares |
|
(4,732) |
- |
|
Drawdown of interest-bearing borrowings |
10 |
8,750 |
9,000 |
|
Repayment of interest-bearing borrowings |
10 |
(30,947) |
(3,300) |
|
Leasing obligation repayments |
10 |
(443) |
(307) |
|
Interest paid |
|
(1,121) |
(2,012) |
|
Interest received |
|
690 |
- |
|
Net cash outflows from discontinued operations |
|
(548) |
(1,604) |
|
Net cash (used in) / from financing activities |
|
(27,714) |
1,779 |
|
Net increase / (decrease) in cash and cash equivalents |
|
7,326 |
(1,164) |
|
Net foreign exchange difference |
|
(105) |
(139) |
|
Cash and cash equivalents at beginning of period |
|
4,319 |
5,622 |
|
Cash and cash equivalents at end of period |
|
11,540 |
4,319 |
Notes to the Consolidated Statements
for the period ended 31 May 2026
1. Basis of the announcement
The financial information of the Group set out above does not constitute statutory accounts for the purposes of Section 435 of the Companies Act 2006.The financial information for the year ended 31 December 2024 has been extracted from the Group's audited financial statements which were approved by the Board of directors on 29 June 2025 and delivered to the Registrar of Companies for England and Wales following the Company's 2024 Annual General Meeting. The financial information for the period ended 31 May 2026 has been extracted from the Group's financial statements for that period. The report of the auditor on the 2024 financial statements and the 2026 financial statements were both unmodified and did not draw attention to any matters by way of emphasis. Whilst the financial information included in this preliminary announcement has been prepared in accordance with UK adopted international accounting standards, that are relevant to companies that report under these standards, this announcement does not itself contain sufficient information to comply with those standards. This financial information has been prepared in accordance with the accounting policies set out in the 2026 Report and Accounts. Items included in the financial information of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial information is presented in UK sterling (£), which is the Group's presentational currency. The Company is a public limited company incorporated and domiciled in England & Wales and whose shares are quoted on AIM, a market operated by The London Stock Exchange. The principal activity of Venture Life Group plc and its subsidiaries is the development and commercialisation of healthcare products, including food supplements, medical devices and dermo-cosmetics for the self management of Proactive Healthy Longevity.
2. Segmental information
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Group Directors.
Management has determined the operating segments based on the reports reviewed by the Group Board of Directors (Chief Operating Decision Maker) that are used to make strategic decisions. The Board considers the business from a line-of-service perspective and uses operating profit/(loss) as its profit measure. The operating profit/(loss) of operating segments is prepared on the same basis as the Group’s accounting operating profit.
In previous years, the operations of the Group were segmented as:
•Venture Life Brands, which includes sales of branded healthcare and cosmetics products, where the brand is owned within Venture Life Group, direct to retailers and under distribution agreement.This segment includes the acquisitions of the acquired Helsinn Brands, the acquisition of BBI Healthcare Ltd (subsequently renamed as Venture Life Healthcare Ltd),the acquisition of HL Healthcare Ltd and the acquisition of Health and Her Limited.
•Customer Brands, which includes sales of products and services under contract development and manufacturing agreements, where the brand is not owned by the Venture Life Group. This segment includes the acquisition of Biokosmes srl.
For the current period, the operations of the Group are segmented as:
• Venture Life USA, which includes the sales of branded healthcare and wellness products in the United States market, comprising the Group’s portfolio of owned brands and associated commercial activities within the region.
• Venture Life Rest of World, which includes the sales of branded healthcare and wellness products across all markets outside of the United States, comprising the Group’s portfolio of owned brands and associated commercial activities in the UK, Europe and other international territories.
Following the divestment of the Customer Brands business, the Group is now focused exclusively on the development, marketing and sale of its owned brands. Accordingly, the Group’s reportable segments reflect the way in which the Group Board of Directors (Chief Operating Decision Maker) monitors performance and allocates resources, being Venture Life USA and Venture Life Rest of World. The performance of these segments reflects the Group’s continuing operations as presented in these financial statements.
2.1 Segment revenue and results
The following is an analysis of the Group’s revenue and results by each reportable segment:
|
|
Venture Life |
Venture Life |
Consolidated |
|
|
USA |
Rest of World |
Group |
|
|
£’000 |
£’000 |
£’000 |
|
Period ended 31 May 2026 |
|
|
|
|
Revenue |
|
|
|
|
Sale of goods |
2,961 |
47,007 |
49,968 |
|
Total external revenue |
2,961 |
47,007 |
49,968 |
|
Results |
|
|
|
|
Operating profit before exceptional items, amortisation of acquired intangibles and excluding central administrative costs |
1,321 |
9,761 |
11,082 |
|
|
|
|
|
|
Amortisation of acquired intangibles |
- |
(5,222) |
(5,222) |
|
Depreciation incurred by segment |
- |
(520) |
(520) |
|
Operating profit before exceptional items and excluding central administrative costs |
1,321 |
4,019 |
5,340 |
|
|
|
|
|
|
Year ended 31 December 2024 |
|
|
|
|
Revenue |
|
|
|
|
Sale of goods |
554 |
26,039 |
26,593 |
|
Total external revenue |
554 |
26,039 |
26,593 |
|
Results |
|
|
|
|
Operating profit before exceptional items, amortisation of acquired intangibles and excluding central administrative costs |
172 |
7,945 |
8,117 |
|
|
|
|
|
|
Amortisation of acquired intangibles |
- |
(2,447) |
(2,447) |
|
Depreciation incurred by segment |
- |
(359) |
(359) |
|
Operating profit before exceptional items and excluding central administrative costs |
172 |
5,139 |
5,311 |
The Venture Life Rest of World segment has been further disaggregated into UK Brands, European Economic Area (EEA) Brands, Rest of World (ROW) Brands and International Business for additional transparency. These components do not constitute separate operating or reportable segments under IFRS 8, as they are not separately reviewed by the Chief Operating Decision Maker when allocating resources and assessing performance. They are presented solely as supplementary information to provide further insight into the Group’s operations. Disclosure does not continue past Operating profit before exceptional items, amortisation of acquired intangibles and excluding central administrative costs due to impracticality of cost allocation.
|
|
UK Brands |
EEA Brands |
US Brands |
ROW Brands |
International Business |
Consolidated Group |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Period ended 31 May 2026 |
|
|
|
|
|
|
|
Net Revenue |
30,958 |
5,444 |
2,961 |
1,503 |
9,102 |
49,968 |
|
Gross Profit |
15,863 |
2,642 |
1,783 |
592 |
1,429 |
22,309 |
|
Operating profit before exceptional items, amortisation of acquired intangibles and excluding central administrative costs |
7,180 |
1,447 |
800 |
326 |
1,329 |
11,082 |
The reconciliation of segmental operating profit to the Group’s profit before tax is as follows:
|
|
Period Ended |
Year Ended |
|
Operating profit before exceptional items and excluding central administrative costs |
5,340 |
5,311 |
|
Exceptional items |
(5,312) |
(1,621) |
|
Central administrative costs |
(3,833) |
(2,175) |
|
Finance costs |
(240) |
(1,496) |
|
Profit before tax |
(4,045) |
19 |
No customers (2024: two customers) generated revenue which accounted for 10% or more of total revenue.
2.2 Segmental assets and liabilities
|
|
At 31-May |
At 31-Dec |
|
|
2026 |
2024 |
|
|
£’000 |
£’000 |
|
Assets |
|
|
|
Venture Life USA |
1,494 |
- |
|
Venture Life Rest of World |
91,741 |
71,631 |
|
Central Group assets |
- |
- |
|
Assets held for sale |
- |
52,856 |
|
Consolidated total assets |
93,235 |
124,487 |
|
Liabilities |
|
|
|
Venture Life USA |
- |
- |
|
Venture Life Rest of World |
17,624 |
16,901 |
|
Central Group liabilities |
492 |
20,209 |
|
Liabilities held for sale |
- |
11,966 |
|
Consolidated total liabilities |
18,116 |
49,076 |
2.3 Other segmental information
|
|
Depreciation and Amortisation £’000 |
Addition to non-current Assets £’000 |
|
Period ended 31 May 2026 |
|
|
|
Venture Life USA |
- |
- |
|
Venture Life Rest of World |
5,742 |
842 |
|
Central administration |
- |
- |
|
Consolidated total |
5,742 |
842 |
|
|
|
|
|
Year ended 31 December 2024 |
|
|
|
Venture Life USA |
- |
- |
|
Venture Life Rest of World |
2,806 |
11,413 |
|
Central administration |
- |
- |
|
Consolidated total |
2,806 |
11,413 |
2.4 Geographical information
The Group’s revenue from external customers by geographical location of customer is detailed below. A pro-rated materiality threshold of £425,000 (2024: £300,000) is applied for disaggregation.
|
|
Period ended |
Year ended |
|
|
31-May |
31-Dec |
|
|
2026 |
2024 |
|
|
£’000 |
£’000 |
|
Revenue |
|
|
|
UK |
31,865 |
16,173 |
|
Ireland |
2,470 |
1,278 |
|
Germany |
1,263 |
310 |
|
Lithuania |
950 |
523 |
|
France |
1,303 |
465 |
|
Romania |
482 |
271 |
|
Italy |
530 |
184 |
|
Netherlands |
854 |
651 |
|
Norway |
463 |
- |
|
Denmark |
1,697 |
961 |
|
Rest of Europe |
1,932 |
2,755 |
|
USA |
2,961 |
554 |
|
Canada |
1,180 |
752 |
|
Thailand |
590 |
357 |
|
Brazil |
628 |
428 |
|
Rest of World |
800 |
932 |
|
Total Revenue |
49,968 |
26,593 |
The aggregated amount of transaction prices that relate to the performance obligations from existing contracts that are unsatisfied or partially unsatisfied as at 31 May 2026 is £nil (2024: £nil).
3. Exceptional items
|
|
Period ended |
Year ended |
|
|
31 May |
31 December |
|
|
2026 |
2024 |
|
|
£’000 |
£’000 |
|
Costs incurred in the acquisition of Health & Her Limited |
- |
729 |
|
Prospective M&A costs |
1,360 |
256 |
|
Costs related to Enterprise Resource Planning system implementation |
3,087 |
286 |
|
Integration of acquisitions |
115 |
99 |
|
Restructure |
750 |
251 |
|
Total exceptional items |
5,312 |
1,621 |
During the period the Group incurred prospective M&A costs relating to an acquisition that completed after the reporting date, as further described in Note 13.
The Group also incurred further expenditure relating to the implementation of a Group-wide Enterprise Resource Planning system. The implementation was substantially completed during the period, although work on certain remaining workstreams and implementation phases will continue into the subsequent financial year, with associated costs expected to be incurred. The implementation commenced prior to the disposal of CDMO activities and Non-Core products and it has been impractical to allocate costs to discontinued operations in respect of divested activities and entities. Figures presented above are inclusive of the full Group but do substantially include work performed on the planned integration of since divested operations.
The remaining exceptional items relate to the integration of prior-year acquisitions and restructuring activities.
4. Income tax expense
|
|
Total |
Continuing |
Discontinued |
Total |
Continuing |
Discontinued |
|
|
Period ended |
Period ended |
Period ended |
Year ended |
Year ended |
Year ended |
|
|
31 May |
31 May |
31 May |
31 December |
31 December |
31 December |
|
|
2026 |
2026 |
2026 |
2024 |
2024 |
2024 |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Current tax: |
|
|
|
|
|
|
|
Current tax on profits for the period |
1,433 |
422 |
1,011 |
1,548 |
669 |
879 |
|
Adjustments in respect of earlier years |
- |
- |
- |
51 |
51 |
- |
|
Total current tax expense |
1,433 |
422 |
1,011 |
1,599 |
720 |
879 |
|
Deferred tax: |
|
|
|
|
|
|
|
Origination and reversal of temporary differences |
(2,025) |
(697) |
(1,328) |
(848) |
(674) |
(174) |
|
Total deferred tax credit |
(2,025) |
(697) |
(1,328) |
(848) |
(674) |
(174) |
|
Total income tax (credit) / charge |
(592) |
(275) |
(317) |
751 |
46 |
705 |
Tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits and losses of the consolidated entities as follows:
|
|
Continuing |
Continuing |
|
|
Period ended |
Year ended |
|
|
31 May |
31 December |
|
|
2026 |
2024 |
|
|
£’000 |
£’000 |
|
(Loss) / profit before tax |
(4,045) |
19 |
|
(Loss) / profit before taxation multiplied by the local tax rate of 25.00% (2024: 25.00%) |
(1,011) |
5 |
|
Net expenses not deductible for tax purposes |
528 |
335 |
|
Patent box relief |
(13) |
(194) |
|
Current year losses for which no deferred tax asset has been recognised |
2 |
- |
|
Utilised losses |
(115) |
(4) |
|
Other adjustments |
136 |
(96) |
|
Re-measurement of deferred tax balances |
180 |
3 |
|
Higher / (lower) rate on foreign taxes |
18 |
(3) |
|
Adjustments for current tax of prior periods |
- |
- |
|
Income tax (credit) / charge |
(275) |
46 |
With effect from 1 April 2023, the UK corporation tax rate rose from 19% to 25% on all profits in excess of £250,000. The standard corporation tax rate in Italy is 24% and there is in addition a regional production tax of 3.9%.Corporation tax rates in the Netherlands are 25.8% on profits in excess of €200,000 and 19% on profits below this threshold. Corporation tax rates in Sweden are 20.6%. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.
As at the reporting date, the Group has unused tax losses of £10,880,141 (2024: £13,119,786) available for offset against future profits generated in the UK. A deferred tax asset has been recognised on the losses which the Company considers will be utilised against future profits in the UK.
The tax charge of the Group is mainly driven by tax paid on the profits of Biokosmes S.r.l and PharmaSource B.V. as profits from the UK entities are Group relieved against current period and prior year losses within the UK Group. The Group recognises a deferred tax asset in relation to losses carried forward in the UK entities as the performance of these entities is expected to become more profitable in future due to the introduction of new customers and products from recent acquisitions and business development activities, as well as cost rationalisation and strategic tax planning activities. The deferred tax liabilities generated on previous years acquisitions are released to the income statement over time.
5. Deferred tax
Deferred taxes arising from temporary differences are summarised as follows:
|
|
|
|
|
|
|
|
|
At 31 |
|
|
At 1 January |
Recognised in |
May |
|
|
2025 |
profit and loss |
2026 |
|
Deferred tax liabilities / (assets) |
£’000 |
£’000 |
£’000 |
|
Purchased goodwill |
- |
- |
- |
|
Other intangibles |
7,573 |
(1,174) |
6,399 |
|
Inventories |
48 |
(72) |
(24) |
|
Fixed asset timing differences |
(9) |
1 |
(8) |
|
Losses carried forward |
(3,280) |
560 |
(2,720) |
|
Other |
(6) |
(12) |
(18) |
|
Deferred tax liability / (asset) |
4,326 |
(697) |
3,629 |
|
|
|
|
|
|
|
|
|
|
|
Assets |
(3,287) |
|
(2,780) |
|
Liabilities |
7,613 |
|
6,409 |
|
Net deferred tax balance |
4,326 |
|
3,629 |
The Group has recognised a deferred tax asset of £2,780,000 (2024: £3,287,000) in respect of tax losses and other temporary differences on the basis it is probable that taxable profits will be available against which the tax losses can be utilised. The losses can be carried forward indefinitely and have no expiry date.
6. Earnings per share
A reconciliation of the weighted average number of ordinary shares used in the measures is given below:
|
|
Period ended |
Year ended |
|
|
31 May |
31 December |
|
|
2026 |
2024 |
|
|
Number |
Number |
|
For basic EPS calculation |
126,497,815 |
126,720,281 |
|
For diluted EPS calculation |
126,497,815 |
137,296,327 |
During the period ended 31 May 2026, the loss-making position of the continuing group results in the addition of potential ordinary shares being anti-dilutive to statutory EPS measures. These potential ordinary shares have therefore removed from consideration for Basic and Diluted EPS measures as required by IAS 33. In keeping with the best practice of IAS 33 principles, we have equally applied the same reasoning to disclosed Adjusted EPS measures.
Dilution during the year ended 31 December 2024 reflects the inclusion of the options and LTIPs that have been issued, amounting to 10,294,015 stock options.
A reconciliation of the earnings used in the different measures is given below:
|
Total Group |
2026 £’000 |
2024 £’000 |
|
For basic and diluted EPS calculation |
3,413 |
(314) |
|
Add back: Amortisation of acquired intangibles |
5,195 |
3,368 |
|
Add back: Exceptional costs |
9,333 |
1,621 |
|
Add back: Share based payments |
700 |
337 |
|
For adjusted EPS calculation |
18,641 |
5,012 |
The resulting EPS measures are:
|
Total Group |
Pence |
Pence |
|
Basic EPS |
2.70 |
(0.25) |
|
Diluted EPS |
2.70 |
(0.25) |
|
Adjusted EPS |
14.74 |
3.96 |
|
Adjusted diluted EPS |
14.74 |
3.65 |
|
Continuing Operations |
2026 £’000 |
2024 £’000 |
|
For basic and diluted EPS calculation |
(3,770) |
(27) |
|
Add back: Amortisation of acquired intangibles |
5,195 |
2,446 |
|
Add back: Exceptional costs |
5,312 |
1,621 |
|
Add back: Share based payments |
605 |
232 |
|
For adjusted EPS calculation |
7,342 |
4,272 |
The resulting EPS measures are:
|
Continuing Operations |
Pence |
Pence |
|
Basic EPS |
(2.98) |
(0.02) |
|
Diluted EPS |
(2.98) |
(0.02) |
|
Adjusted EPS |
5.80 |
3.37 |
|
Adjusted diluted EPS |
5.80 |
3.11 |
|
Discontinued Operations |
2026 £’000 |
2024 £’000 |
|
For basic and diluted EPS calculation |
7,183 |
(287) |
|
Add back: Amortisation of acquired intangibles |
- |
922 |
|
Add back: Exceptional costs* |
4,021 |
- |
|
Add back: Share based payments |
95 |
105 |
|
For adjusted EPS calculation |
11,299 |
740 |
*Exceptional costs for Discontinued Operations of £4,021k comprise costs for advisors, data-room services and transaction bonuses associated with the disposals.
The resulting EPS measures are:
|
Discontinued Operations |
Pence |
Pence |
|
Basic EPS |
5.68 |
(0.23) |
|
Diluted EPS |
5.68 |
(0.23) |
|
Adjusted EPS |
8.93 |
0.58 |
|
Adjusted diluted EPS |
8.93 |
0.54 |
7. Intangible assets
|
|
|
|
|
|
Other |
|
|
|
Development |
|
Patents and |
|
intangible |
|
|
|
costs |
Brands |
trademarks |
Goodwill |
assets |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Cost or valuation: |
|
|
|
|
|
|
|
At 1 January 2024 |
6,390 |
29,375 |
1,254 |
39,347 |
13,455 |
89,821 |
|
Acquired through business combinations |
- |
7,328 |
- |
2,318 |
- |
9,646 |
|
Additions |
1,136 |
- |
50 |
- |
- |
1,186 |
|
Disposals |
(29) |
- |
- |
- |
- |
(29) |
|
Transfer to Assets held for sale |
(7,179) |
(2,030) |
(884) |
(25,729) |
(7,263) |
(43,085) |
|
Foreign exchange movements |
(318) |
- |
(29) |
(549) |
(119) |
(1,015) |
|
At 31 December 2024 |
- |
34,673 |
391 |
15,387 |
6,073 |
56,524 |
|
Additions |
389 |
- |
11 |
- |
- |
400 |
|
Transfer to Assets held for sale |
- |
- |
- |
- |
(46) |
(46) |
|
At 31 May 2026 |
389 |
34,673 |
402 |
15,387 |
6,027 |
56,878 |
|
Amortisation: |
|
|
|
|
|
|
|
At 1 January 2024 |
3,604 |
4,261 |
828 |
762 |
5,754 |
15,209 |
|
Charge for the year1 |
1,103 |
1,836 |
171 |
- |
1,361 |
4,471 |
|
Transfer to Assets held for sale |
(4,461) |
(428) |
(784) |
(748) |
(4,967) |
(11,388) |
|
Foreign exchange movements |
(246) |
1 |
(22) |
(14) |
(102) |
(383) |
|
At 31 December 2024 |
- |
5,670 |
193 |
- |
2,046 |
7,909 |
|
Charge for the period1 |
27 |
4,129 |
90 |
- |
976 |
5,222 |
|
Transfer to Assets held for sale |
- |
- |
- |
- |
(18) |
(18) |
|
At 31 May 2026 |
27 |
9,799 |
283 |
- |
3,004 |
13,113 |
|
Carrying amount: |
|
|
|
|
|
|
|
At 31 December 2024 |
- |
29,003 |
198 |
15,387 |
4,027 |
48,615 |
|
At 31 May 2026 |
362 |
24,874 |
119 |
15,387 |
3,023 |
43,765 |
Notes
1 Included in the charge for the period ended 31 May 2026 is £nil (2024: £2,024,000) in respect of parts of the business now reported as discontinued operations. See note 14 ‘Discontinued operations and assets held for sale’ for more information.
All capitalised development costs are amortised over their estimated useful lives, which is five years.
All amortisation has been charged to administrative expenses in the Statement of Comprehensive Income.
All trademark, licence and patent renewals are amortised over their estimated useful lives, which is between five and ten years.
All amortisation has been charged to administrative expenses in the Statement of Comprehensive Income.
Other intangible assets currently comprise customer relationships acquired through the acquisitions of BBI Healthcare Ltd, the Helsinn Brands and HL Healthcare Ltd. These assets were recognised at their fair value at the date of acquisition and were being amortised over a period of between five and ten years. The weighted average remaining amortisation period for other intangible assets is 5.8 years (2024: 7.1 years).
Assets with indefinite economic lives as well as associated assets with finite economic lives are tested for impairment at least annually or more frequently if there are indicators that amounts might be impaired. The impairment review involves determining the recoverable amount of the relevant cash-generating unit, which corresponds to the higher of the fair value less costs to sell or its value in use.
The key assumptions used in relation to the cash-generating units comprising BBI Healthcare Ltd, the Helsinn Brands and HL Healthcare Ltd (part of the Venture Life Brands comprising six CGUs) impairment review are outlined below.
These assumptions are subjective and provide key sources of estimation uncertainty, specifically in relation to growth assumptions, future cashflows and the determination of discount rates. The actual results may vary and accordingly may cause adjustments to the Group’s valuation in future financial years.
Sensitivity analysis has been performed on the impairment review of all other operating segments and indicate sufficient headroom in the event of reasonably possible changes in key assumptions and these are unlikely to result in an impairment.
Discontinued operations
During the period, the Group completed the disposal of its CDMO activities and Non-Core Products on 24 July 2025 and its Oral Care business on 8 December 2025. The goodwill and other intangible assets attributable to these disposal groups, which had previously been classified as assets held for sale, were derecognised on completion of the respective disposals.
There were no intangible assets classified as held for sale at 31 May 2026.
Further details of the discontinued operations and disposals are set out in Note 14.
Continuing Business – assessed under IAS 36:
BBI Healthcare Ltd
- During the financial period, BBI Healthcare Ltd achieved revenue growth[1] of 34.4% versus the previous year with growth exceeding 30% across each of the respective brands - Balance Activ, Lift and Glucogel. The most significant increases to demand arose within the Online and Distributor sales Channels, whilst the single largest source of growth came from annualisation of a distribution contract with Cooper Consumer Health for the international distribution of Balance Activ. Management have forecasted future revenue growths for the 5-year period ending 2031 of CAGR 5.9%.
- The Group has valued BBI Healthcare Ltd by discounting the associated future cash flows across a five year period, and with a terminal value to reflect future years. The discount rate is based upon the group pre-tax WACC of 13.5% and is adjusted for specific segment, country and currency risk plus local tax rates to derive a post-tax rate of 10.0%. These assumptions generate a headroom over the assets current carrying value equivalent to £49.2 million.
- An increase in the post-tax WACC rate by 18.6ppt would have resulted in no headroom over the assets of the business held at the balance sheet date.
- Sensitivity analysis has been performed to reduce anticipated revenue growths by 25% as a prudent scenario and shows that the future cashflows still generate a significant headroom of £47.0 million over the assets of the business held at the balance sheet date.
Helsinn Brands
- During the financial period, Helsinn Brands achieved revenue growth2 of 9.1% versus the previous period primarily owing to 14% growth across international revenues of the Gelclair brand, primarily from continued growth in long-term established International Distribution contracts. Management have forecasted future revenue growths for the 5-year period ending 2031 of CAGR 0.7%.
- The Group has valued Helsinn Brands by discounting the associated future cash flows across a five year period, and with a terminal value to reflect future years. The discount rate is based upon the group pre-tax WACC of 13.5% and is adjusted for specific segment, country and currency risk plus local tax rates to derive a post-tax rate of 10.0%. These assumptions generate a headroom over the assets current carrying value equivalent to £2.5 million.
- An increase in the post-tax WACC rate by 4.7ppt would have resulted in no headroom over the assets of the business held at the balance sheet date.
- Sensitivity analysis has been performed to reduce anticipated international revenues by 15% as a prudent scenario and shows that the future cashflows still generate a significant headroom of £0.5 million over the assets of the business held at the balance sheet date.
HL Healthcare Ltd
- During the financial period, HL Healthcare Ltd achieved revenue growth2 of 25.4% versus the previous year, with significant growth in the UK market through Pharmacy, Grocery and Online channels. The group is capitalising on this momentum during the coming year with strategic focus and investment in the Pharmacy and Online channels but has prudently restricted forecast revenue growth for the 5-year period ending 2031 to CAGR 3.5%.
- The Group has valued HL Healthcare Ltd by discounting the associated future cash flows across a five year period, and with a terminal value to reflect future years. The discount rate is based upon the group pre-tax WACC of 13.5% and is adjusted for specific segment, country and currency risk plus local tax rates to derive a post-tax rate of 10.0%. These assumptions generate a headroom over the assets current carrying value equivalent to £8.3 million.
- An increase in the post-tax WACC rate by 5.7ppt would have resulted in no headroom over the assets of the business held at the balance sheet date.
- Sensitivity analysis has been performed to reduce key new listing revenues by 75% as a prudent scenario and shows that the future cashflows still generate a significant headroom of £7.7 million over the assets of the business held at the balance sheet date.
Health and Her Limited
- During the financial period, Health and Her Limited achieved revenue growth[2] of 46.1% versus the previous year, with significant revenues being generated from International expansion and successful NPD initiatives in both Brick and Mortar, and Online sales channels. Management have forecasted future revenue growth for the 5-year period ending 2031 of CAGR 5.9%.
- The Group has valued Health and Her Limited by discounting the associated future cash flows across a five year period, and with a terminal value to reflect future years. The discount rate is based upon the group pre-tax WACC of 13.5% and is adjusted for specific segment, country and currency risk plus local tax rates to derive a post-tax rate of 10.0%. These assumptions generate a headroom over the assets current carrying value equivalent to £12.8 million.
- An increase in the post-tax WACC rate by 11.8ppt would have resulted in no headroom over the assets of the business held at the balance sheet date.
- Sensitivity analysis has been performed to reduce revenues from the CGU’s largest customer by 12.5% as a prudent scenario and shows that the future cashflows still generate a significant headroom of £8.9 million over the assets of the business held at the balance sheet date.
The above impairment assessments of BBI Healthcare Ltd, the Helsinn Brands, HL Healthcare Ltd and Health and Her Limited have included assessment of all elements of intangible value regardless of whether their economic lives are finite or indefinite, and include Customer Relationships, acquired formulations, acquired Trademarks and Goodwill.
Intangible assets with indefinite useful lives allocated to cash generating units:
|
|
|
|
|
|
|
|
|
|
|
|
|
Period ended 31 May 2026 |
Year ended 31 December 2024 |
|
|
|
£’000 |
£’000 |
|
Goodwill |
BBI Healthcare Ltd |
7,737 |
7,737 |
|
|
The Helsinn Brands |
1,925 |
1,925 |
|
|
HL Healthcare Ltd |
3,407 |
3,407 |
|
|
Health and Her |
2,318 |
2,318 |
|
|
|
|
|
|
|
Total |
15,387 |
15,387 |
|
|
|
|
|
|
Brands |
The Helsinn Brands |
2,010 |
2,010 |
|
|
|
|
|
|
|
Total |
2,010 |
2,010 |
The recoverable amount of each unit was determined based on value-in-use calculations, covering a detailed five-year forecast and terminal value. The present value of the expected cash flows of each unit is determined by applying a suitable discount rate reflecting current market assessments of the time value of money and risks specific to the segment.
The cash generating units used for impairment testing do not directly correspond to the Group's reportable operating segments as disclosed in Note 2.1.
Recoverable amount of each cash generating unit:
|
|
|
|
|
|
|
|
|
|
Period ended 31 May 2026 |
Year ended 31 December 2024 |
|
|
£’000 |
£’000 |
|
BBI Healthcare Ltd |
73,769 |
81,573 |
|
The Helsinn Brands |
7,629 |
13,051 |
|
HL Healthcare Ltd |
22,121 |
28,631 |
|
Health & Her Ltd |
23,672 |
12,365 |
|
Venture Life Brands Total |
127,191 |
135,620 |
8. Property, plant and equipment
|
|
Plant and |
Other |
Land and
|
Right-of-use |
|
|
|
equipment |
equipment |
buildings |
assets |
Total |
|
|
£’000 |
£’000 |
|
£’000 |
£’000 |
|
Cost or valuation: |
|
|
|
|
|
|
At 1 January 2024 |
7,023 |
310 |
1,422 |
9,293 |
18,048 |
|
Acquired through business combination |
- |
12 |
- |
- |
12 |
|
Additions |
594 |
34 |
- |
836 |
1,464 |
|
Disposals |
(122) |
(42) |
- |
(481) |
(645) |
|
Transfer to Assets held for sale |
(6,914) |
(200) |
(1,334) |
(8,192) |
(16,640) |
|
Foreign exchange movements |
(536) |
(10) |
(88) |
(375) |
(1,009) |
|
At 31 December 2024 |
45 |
104 |
- |
1,081 |
1,230 |
|
Additions |
- |
61 |
- |
- |
61 |
|
Disposals |
(9) |
(1) |
- |
- |
(10) |
|
Foreign exchange movements |
- |
1 |
- |
- |
1 |
|
At 31 May 2026 |
36 |
165 |
- |
1,081 |
1,282 |
|
Depreciation: |
|
|
|
|
|
|
At 1 January 2024 |
3,141 |
205 |
222 |
4,286 |
7,854 |
|
Charge for the year1 |
850 |
49 |
93 |
1,205 |
2,197 |
|
Disposals |
(71) |
(28) |
- |
(323) |
(422) |
|
Transfer to Assets held for sale |
(3,533) |
(165) |
(273) |
(4,612) |
(8,583) |
|
Foreign exchange movements |
(342) |
(9) |
(42) |
(192) |
(585) |
|
At 31 December 2024 |
45 |
52 |
- |
364 |
461 |
|
Charge for the period1 |
- |
68 |
- |
452 |
520 |
|
Disposals |
(9) |
(1) |
- |
- |
(10) |
|
Foreign exchange movements |
- |
2 |
- |
- |
2 |
|
At 31 May 2026 |
36 |
121 |
- |
816 |
973 |
|
Carrying amount: |
|
|
|
|
|
|
At 31 December 2024 |
- |
52 |
- |
717 |
769 |
|
At 31 May 2026 |
- |
44 |
- |
265 |
309 |
Notes
1 Included in the charge for the period ended 31 May 2026 is £Nil (2024: £1,838,000) in respect of parts of the business now reported as discontinued operations. See note 14 ‘Discontinued operations and assets held for sale’ for more information.
All depreciation in respect of continuing operations has been charged to administrative expenses in the Statement of Comprehensive Income.
Additions to right-of-use asset category reflect the recognition of the Group’s leasing obligations under IFRS 16. Further details are included in Note 11.
9. Cash and cash equivalents
|
|
At |
At |
|
|
31 May |
31 December |
|
|
2026 |
2024 |
|
|
£’000 |
£’000 |
|
Available cash and cash equivalents as presented in the Consolidated Statement of Financial Position |
11,540
|
3,053
|
|
Cash and cash equivalents of discontinued operations |
- |
1,266 |
|
Available cash and cash equivalents as presented in the Consolidated Statement of Cash Flows |
11,540 |
4,319 |
The Group holds sterling, US dollar, and euro denominated balances in the UK. The Group’s subsidiaries hold sterling, euro accounts in Italy, sterling and euro accounts in the Netherlands, and US dollar accounts in the United States.
10. Interest-bearing borrowings
|
|
At |
At |
|
|
31 May |
31 December |
|
|
2026 |
2024 |
|
|
£’000 |
£’000 |
|
Current |
|
|
|
Leasing obligations |
283 |
315 |
|
Deferred contingent consideration |
- |
599 |
|
Deferred considerations |
- |
746 |
|
Total Current |
283 |
1,660 |
|
|
|
|
|
Non-current |
|
|
|
Leasing obligations |
7 |
418 |
|
Secured bank loans due after one year |
202 |
21,782 |
|
Total Non-current |
209 |
22,200 |
|
|
|
|
|
Total Interest-bearing borrowings |
492 |
23,860 |
All bank loans are held jointly by Santander Bank and HSBC Innovation Bank and comprise the Group’s revolving credit facility, secured against the assets and profits of most subsidiaries within the Group and with extended expiry in March 2028 as disclosed in Note 13. This facility was originally established during 2021 in the committed sum of £30.0 million of which £nil million has been drawn at 31 May 2026 (31 December 2024: £22.0 million).
The revolving credit facility bears interest at a fixed rate of 2.4% plus SONIA on drawn funds as well as commitment interest at the rate of 0.84% on the balance of undrawn funds up to the facility limit.
A summary showing the utilisation of the revolving credit facility is shown below:
|
|
2026 GBP £’000 |
2026 EUR £’000 |
2026 All £’000 |
2024 GBP £’000 |
2024 EUR £’000 |
2024 All £’000 |
|
Opening balance at 1 January |
16,800 |
5,182 |
21,982 |
11,100 |
5,421 |
16,521 |
|
Drawdown |
8,750 |
- |
8,750 |
9,000 |
- |
9,000 |
|
Repayments |
(25,550) |
(5,397) |
(30,947) |
(3,300) |
- |
(3,300) |
|
Impact of foreign exchange |
- |
215 |
215 |
- |
(239) |
(239) |
|
Closing balance at 31 May 2026 / 31 December 2024 |
- |
- |
- |
16,800 |
5,182 |
21,982 |
A summary showing the contractual repayment of interest-bearing borrowings is shown below:
|
|
|
At 31 May 2026 |
|
|
At 31 December 2024 |
|
|
|
Leasing |
|
|
Leasing |
|
|
|
|
obligations |
Other |
2026 |
obligations |
Other |
2024 |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Amounts and timing of debt repayable: |
|
|
|
|
|
|
|
Within 1 year |
294 |
- |
294 |
370 |
7,775 |
8,145 |
|
1-2 years |
7 |
- |
7 |
370 |
10,952 |
11,322 |
|
2-3 years |
- |
- |
- |
74 |
7,113 |
7,187 |
|
3-4 years |
- |
- |
- |
- |
- |
- |
|
4-5 years |
- |
- |
- |
- |
- |
- |
|
After more than 5 years |
- |
- |
- |
- |
- |
- |
|
Total |
301 |
- |
301 |
814 |
25,840 |
26,654 |
The above amounts reflect the contractual undiscounted cash flows, which may differ to the carrying values of the liabilities at the reporting date.
Net debt reconciliation
|
|
Liabilities from Financing activities |
Other assets |
| ||
|
|
|
|
|
|
Net cash / |
|
|
Borrowings |
Leases |
Sub-total |
Cash |
(Net debt) |
|
Net cash / (debt) at 1 January 2024 |
19,298 |
5,094 |
24,392 |
5,622 |
(18,770) |
|
Net cashflow |
- |
- |
- |
(1,164) |
(1,164) |
|
Finance lease repayments |
- |
(1,153) |
(1,153) |
- |
1,153 |
|
Fees and Interest |
(343) |
- |
(343) |
- |
343 |
|
Drawdown |
9,000 |
671 |
9,671 |
- |
(9,671) |
|
Repayments |
(5,926) |
- |
(5,926) |
- |
5,926 |
|
Contingent deferred consideration arising on business combination |
594 |
- |
594 |
- |
(594) |
|
Deferred consideration arising on business combination |
741 |
- |
741 |
- |
(741) |
|
Transfer to assets / liabilities held for sale |
- |
(3,689) |
(3,689) |
(1,266) |
2,423 |
|
Foreign exchange movements |
(237) |
(190) |
(427) |
(139) |
288 |
|
Net cash / (debt) at 31 December 2024 |
23,127 |
733 |
23,860 |
3,053 |
(20,807) |
|
Net cashflow |
- |
- |
- |
8,440 |
8,440 |
|
Finance lease repayments |
- |
(443) |
(443) |
- |
443 |
|
Fees and interest |
425 |
- |
425 |
- |
(425) |
|
Drawdown |
8,750 |
- |
8,750 |
- |
(8,750) |
|
Repayments |
(30,947) |
- |
(30,947) |
- |
30,947 |
|
Remeasurement of Contingent consideration |
(594) |
- |
(594) |
- |
594 |
|
Remeasurement of Deferred consideration |
200 |
- |
200 |
- |
(200) |
|
Deferred consideration payments |
(974) |
- |
(974) |
- |
974 |
|
Foreign exchange movements |
215 |
- |
215 |
47 |
(168) |
|
Net cash / (debt) at 31 May 2026 |
202 |
290 |
492 |
11,540 |
11,048 |
Further disclosures on leasing obligations are included in Note 11.
11. Leases
IFRS 16 requires the Group, with the exception of short-term and low-value leases, to value all leasing obligations and to disclose right-for-use assets and corresponding lease liabilities.
Right-of-use assets
|
|
|
Motor |
|
|
|
|
Equipment |
vehicles |
Property |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Carrying value 1 January 2024 |
69 |
- |
4,938 |
5,007 |
|
Additions |
27 |
17 |
792 |
836 |
|
Depreciation charge in the year |
(55) |
(5) |
(1,145) |
(1,205) |
|
Transfer to Assets held for sale |
(38) |
(12) |
(3,530) |
(3,580) |
|
Foreign exchange movements |
(1) |
- |
(340) |
(341) |
|
Carrying value 31 December 2024 |
2 |
- |
715 |
717 |
|
|
|
|
|
|
|
Interest charge in the year |
5 |
1 |
189 |
195 |
|
Cash outflow for leases in the year |
62 |
5 |
1,086 |
1,153 |
|
|
|
|
|
|
|
Carrying value 1 January 2025 |
2 |
- |
715 |
717 |
|
Additions |
- |
- |
- |
- |
|
Depreciation charge in the period |
(1) |
- |
(451) |
(452) |
|
Foreign exchange movements |
- |
- |
- |
- |
|
Carrying value 31 May 2026 |
1 |
- |
264 |
265 |
|
|
|
|
|
|
|
Interest charge in the period |
- |
- |
68 |
68 |
|
Cash outflow for leases in the period |
1 |
- |
442 |
443 |
Leasing obligation liabilities
Lease liabilities were calculated as the present value of the future lease obligations of the Group amounting to £0.3 million (31 December 2024: £0.7 million). The future leasing obligations were discounted using the relevant Italian and UK local borrowing rates of between 1% and 11.5%. The contractual maturity and closing lease liabilities are shown in Note 24.
The lease categories of the Group are made up of:
Office equipment
•The Group leases photocopiers and laboratory equipment under contract with lease terms extending between 2023 and 2026. Each contract comes with a three-month break clause and management are reasonably certain the break clauses will not be exercised.
•Certain equipment leases related to the Italian operations. The associated right-of-use assets were transferred to assets held for sale in the prior year and subsequently disposed of as part of the sale of those operations during the period. Further details are provided in Note 14, Discontinued operations.
Motor vehicles
•The Group previously leased a company car for use by a senior member of staff whose responsibilities require a high degree of national and international road travel.
•The associated right-of-use asset was transferred to assets held for sale in the prior year and subsequently disposed of as part of the sale of those operations during the period. Further details are provided in Note 14, Discontinued operations.
Property
•The Group leases its UK headquarters in Bracknell under a contract that commenced in July 2022 and expires in June 2027.
•The Group also holds leases for UK warehousing facilities which commenced in March 2024 and expire in February 2027.
•The disposed Italian operations occupied an operating location and a logistics facility in Lecco, near to Milan. The operating location had 2 long-term rental agreements, including a main agreement renewed in November 2019 for a period of six years with an option to extend for a further six years.
•The associated right-of-use asset was transferred to assets held for sale in the prior year and subsequently disposed of as part of the sale of those operations during the period. Further details are provided in Note 14, Discontinued operations.
12. Alternative Performance Measures (APM’s)
The Group uses certain financial measures that are not defined or recognised under IFRS. The Directors believe that these non-GAAP measures supplement GAAP measures to help in providing a further understanding of the results of the Group and are used as key performance indicators within the business to aid in evaluating its current business performance. The measures can also aid in comparability with other companies who use similar metrics. However as the measures are not defined by IFRS, other companies may calculate them differently or may use such measures for different purposes to the Group.
The measures used are Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) and Adjusted EBITDA which is defined as EBITDA excluding share-based payment charges and exceptional items.
|
EBITDA and Adjusted EBITDA – Total Group |
Period ended |
Year ended |
|
|
31 May |
31 December |
|
|
2026 |
2024 |
|
|
£’000 |
£’000 |
|
Operating (loss) / profit - Continuing |
(3,805) |
1,515 |
|
Add back: |
|
|
|
Operating (loss) / profit - CDMO activities and Non-Core Products (Note 14) |
(2,031) |
978 |
|
Operating (loss) / profit - Oral care (Note 14) |
(3,721) |
154 |
|
Operating profit - Total Group |
(9,557) |
2,647 |
|
Add back: |
|
|
|
Depreciation |
520 |
2,197 |
|
Amortisation |
5,222 |
4,471 |
|
Impairment of Intangible assets (Note 14) |
3,500 |
- |
|
EBITDA |
(315) |
9,315 |
|
Add back: |
|
|
|
Share-based payments charge |
700 |
337 |
|
Exceptional costs |
9,333 |
1,713 |
|
Adjusted EBITDA |
9,718 |
11,365 |
|
EBITDA and Adjusted EBITDA – Continuing Operations |
Period ended |
Year ended |
|
|
31 May |
31 December |
|
|
2026 |
2024 |
|
|
£’000 |
£’000 |
|
Operating (loss) / profit – Continuing |
(3,805) |
1,515 |
|
Add back: |
|
|
|
Depreciation |
520 |
359 |
|
Amortisation |
5,222 |
2,447 |
|
EBITDA |
1,937 |
4,321 |
|
Add back: |
|
|
|
Share-based payments charge |
605 |
232 |
|
Exceptional costs |
5,312 |
1,621 |
|
Adjusted EBITDA |
7,854 |
6,174 |
|
Net Leverage |
Period ended |
Year ended |
|
|
31 May |
31 December |
|
|
2026 |
2024 |
|
|
£’000 |
£’000 |
|
Net (cash) / debt (excl leases) (Note 10) |
(11,338) |
20,074 |
|
Uncrystallised deferred consideration |
- |
(1,345) |
|
Net (cash) / debt (excl leases and uncrystallised deferred consideration) |
(11,338) |
18,729 |
|
|
|
|
|
Adjusted EBITDA |
9,718 |
11,365 |
|
Adjustment to include mid year acquisition on trailing 12 month basis |
- |
6 |
|
12 month trailing adjusted EBITDA |
9,718 |
11,371 |
|
deduct: |
|
|
|
Lease payments for 12 month period |
(444) |
(1,153) |
|
Adjusted EBITDA for net leverage |
9,274 |
10,218 |
|
|
|
|
|
Net leverage |
(1.22x) |
1.83x |
The negative net leverage ratio at 31 May 2026 reflects the Group’s net cash position of £11.3 million, excluding lease liabilities, meaning that cash exceeded borrowings at the reporting date. It does not indicate negative Adjusted EBITDA, which was £9.7 million for net leverage purposes.
13. Post balance sheet events
Acquisition of FemiClear and CUROXEN
On 2 June 2026, the Group completed the acquisition of the FemiClear and CUROXEN brands from OrganiCare Nature's Sciences, LLC for total consideration of up to $28.0 million, comprising an initial cash consideration of $23.0 million paid on completion and contingent deferred consideration with an undiscounted value of up to $5.0 million linked to future trading performance. The acquisition was funded from the Group's existing cash resources.
FemiClear is a leading women's intimate healthcare brand in the United States addressing a range of common gynaecological conditions, including bacterial vaginosis, genital herpes, thrush and urinary tract infections, while CUROXEN provides infection prevention solutions for wounds and mouth sores. The acquired brands have established distribution across major US retailers and pharmacy chains, including Walmart, Walgreens, CVS and Target.
For the twelve months ended 31 March 2026, the acquired brands generated combined net revenues[3] of approximately $12.1 million, gross profit of $7.5 million and contribution[4] of $3.6 million, representing revenue growth of 29.1% compared with the prior twelve months. FemiClear represented approximately 98% of the financial performance of the acquired portfolio.
The acquisition further strengthens the Group's position in women's health and intimate healthcare, complementing the Health & Her and Balance Activ brands, expanding the Group's participation in adjacent treatment categories and providing an established commercial platform from which to accelerate future growth in the United States. The acquisition also includes intellectual property, patents, established retailer relationships and an experienced US commercial team.
The Group is currently undertaking the acquisition accounting procedures required under IFRS 3, including the valuation of the acquired brands and other identifiable assets and liabilities with the assistance of appointed independent valuation specialists. As this work remains in progress at the date these financial statements were authorised for issue, the Group is not yet able to reliably determine the fair values of the acquired assets and liabilities. Accordingly, the disclosures that would otherwise be required by IFRS 3 have not been presented. These disclosures are expected to be included in the Group's Interim Financial Statements for the six months ending 30 September 2026, to be published in November 2026.
Completion of Share Buyback Programme
Following the reporting date, the Company completed its share buyback programme on 31 July 2026. During the period 30 September 2025 to completion, the Company repurchased a total of 8,933,943 ordinary shares, with 120,432,702 voting rights in issue as at completion of the programme, and 8,427,443 shares remaining held in treasury following a reissue of 506,500 shares. Repurchases were performed between a range of 57.8 pence and 71.8 pence, with an average repurchase price of 67.0 pence. The average share price across the buyback period was 63.5 pence. On 20 August 2026, the group extended the programme allowing for a further repurchase of up to 3,871,288 Ordinary Shares, expiring on 28 September 2026. The programme was fully funded from existing cash resources and formed part of the Board's capital allocation strategy.
Extension of RCF
Following the period end the group extended its revolving credit facility under existing terms for a further 12 months. The facility will expire in March 2028.
Other Matters
Other than the matters described above, the Directors are not aware of any material events occurring between 31 May 2026 and the date of approval of these financial statements that would require adjustment to, or further disclosure in, the Consolidated Financial Statements.
14. Discontinued operations and assets held for sale
Segment analysis of discontinued operations
CDMO activities and Non-Core Products
The results of discontinued operations are detailed below.
|
|
31 May |
31 December |
|
|
2026 |
2024 |
|
|
£’000 |
£’000 |
|
|
|
|
|
Revenue |
11,838 |
20,607 |
|
Cost of sales |
(7,389) |
(12,043) |
|
Gross profit |
4,449 |
8,564 |
|
Administrative expenses |
|
|
|
Operating expenses |
(3,324) |
(5,973) |
|
Amortisation of intangible assets |
- |
(1,832) |
|
Total administrative expenses |
(3,324) |
(7,805) |
|
Other income |
180 |
311 |
|
Operating profit before exceptional items |
1,305 |
1,070 |
|
Exceptional costs |
(3,336) |
(92) |
|
Operating (loss) / profit |
(2,031) |
978 |
|
Finance income / (costs) |
254 |
(713) |
|
(Loss) / profit before tax |
(1,777) |
265 |
|
Tax |
1,024 |
(686) |
|
Loss for the period – Discontinued trading operations |
(753) |
(421) |
|
|
|
|
|
Gain on disposal before tax |
12,622 |
- |
|
Tax expense attributable to the gain on disposal |
(727) |
- |
|
Gain on disposal after tax |
11,895 |
- |
|
|
|
|
|
Profit / (Loss) for the period – Discontinued operations |
11,142 |
(421) |
The gain on disposal after tax is detailed below.
|
|
31 May |
|
|
2026 |
|
|
£’000 |
|
Cash consideration received |
54,803 |
|
Net assets disposed of |
(43,340) |
|
Recycling of foreign currency translation reserve to profit or loss on disposal of subsidiaries |
1,159 |
|
Gain on disposal before tax |
12,622 |
|
Tax expense attributable to the gain on disposal |
(727) |
|
Gain on disposal after tax |
11,895 |
Oral care distribution and marketing activities
The results of discontinued operations are detailed below.
|
|
31 May |
31 December |
|
|
2026 |
2024 |
|
|
£’000 |
£’000 |
|
|
|
|
|
Revenue |
3,418 |
4,280 |
|
Cost of sales |
(2,428) |
(3,341) |
|
Gross profit |
990 |
939 |
|
Administrative expenses |
|
|
|
Operating expenses |
(526) |
(593) |
|
Amortisation of intangible assets |
- |
(192) |
|
Impairment of intangible assets |
(3,500) |
- |
|
Total administrative expenses |
(4,026) |
(785) |
|
Other income |
- |
- |
|
Operating (loss) / profit before exceptional items |
(3,036) |
154 |
|
Exceptional costs |
(685) |
- |
|
Operating (loss) / profit |
(3,721) |
154 |
|
Finance costs |
(45) |
- |
|
(Loss) / profit before tax |
(3,766) |
154 |
|
Tax |
20 |
(20) |
|
(Loss) / profit for the year – Discontinued operations |
(3,746) |
134 |
|
|
|
|
|
(Loss) on disposal before tax |
(213) |
- |
|
Tax expense attributable to the loss on disposal |
- |
- |
|
Loss on disposal after tax |
(213) |
- |
|
|
|
|
|
(Loss) / profit for the period – Discontinued operations |
(3,959) |
134 |
The loss on disposal after tax is detailed below.
|
|
31 May |
|
|
2026 |
|
|
£’000 |
|
Cash consideration received |
3,935 |
|
Deferred contingent consideration |
607 |
|
Total consideration |
4,542 |
|
Net assets disposed of |
(4,755) |
|
Recycling of foreign currency translation reserve to profit or loss on disposal of subsidiaries |
- |
|
Loss on disposal before tax |
(213) |
|
Tax expense attributable to the gain on disposal |
- |
|
Loss on disposal after tax |
(213) |
Assets held for sale
There are no assets and liabilities held for sale at 31 May 2026.Assets and liabilities relating to CDMO activities and non-core products, and oral care were classified as held for sale in the consolidated statement of financial position at 31 December 2024. The relevant assets and liabilities are detailed in the table below.
|
31 December 2024 |
CDMO activities and non-core products
|
Oral care
|
Total
|
|
|
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Intangible assets |
24,528 |
7,024 |
31,552 |
|
Property, plant and equipment |
8,060 |
- |
8,060 |
|
Deferred tax |
141 |
- |
141 |
|
|
32,729 |
7,024 |
39,753 |
|
|
|
|
|
|
Current assets |
|
|
|
|
Inventories |
5,410 |
- |
5,410 |
|
Trade and other receivables |
6,427 |
- |
6,427 |
|
Cash and cash equivalents |
1,266 |
- |
1,266 |
|
|
13,103 |
- |
13,103 |
|
Assets held for sale |
45,832 |
7,024 |
52,856 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
5,237 |
- |
5,237 |
|
Taxation |
- |
- |
- |
|
Interest-bearing borrowings |
822 |
- |
822 |
|
|
6,059 |
- |
6,059 |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Interest-bearing borrowings |
2,867 |
- |
2,867 |
|
Statutory employment provision |
1,590 |
- |
1,590 |
|
Deferred tax liability |
1,430 |
20 |
1,450 |
|
|
5,887 |
20 |
5,907 |
|
|
|
|
|
|
Liabilities held for sale |
11,946 |
20 |
11,966 |
[1] Calculated on a 17-month CAGR basis
[2] Calculated on a 17-month CAGR basis and including pre-acquisition revenues in the comparative year
[3] Net revenue defined as gross revenue less discounts, rebates and other deductions for damages / returns.
[4] Contribution defined as net revenue less cost of goods sold, adjusted for the established manufacturing supply agreement between Venture Life and OrganiCare, and distribution, advertising and promotion expenses.
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