The directors present the strategic report for the year ended 29 November 2025.
There was a loss for the financial year amounting to £1,397,234 (2024: £637,511).
NovaBiotics Limited historically has been a pre-revenue research and development (R&D) stage biotechnology company. However, in 2024, Tinexyl®, a range of cosmetic personal care nail conditioning products, was launched and sales have commenced.
To date the Group has been funded by a combination of equity investment, milestone payments from licensing deals, R&D tax credits, and grant funding. In the year NovaBiotics Consumer Health Ltd was awarded an interest free loan from Oppurtunity North East Limited for £49,628, repayable on the third anniversay of a drawdown. £19,176 was advanced on 27 November 2025 and £30,455 on 17 April 2026.
Administration Costs
Administration costs (excluding R&D activities, equity share based payments, depreciation and intangible asset amortisation and impairment) were £398,514 (2024: £722,788).
Research and Development activities
During the year, the Group incurred research and development expenditure, including employee costs, amounting to £115,840 (2024: £260,687)
In addition to the above, costs of £47,817 on Nylexa® (2024: £248,876 on Nylexa® and Tinexyl®) were capitalised.
The main risk and uncertainty facing NovaBiotics is the availability of future funding until Tinexyl® revenues fund day to day operations and should they allow, further development of the company’s drug candidates to a stage where they can be commercialised through licensing or acquisition.
Tinexyl® has been launched as a B2B product in the UK as Tinexyl® PRO (for podiatrists and foot health practitioners) and a distribution partner has begun marketing a D2C version of the product as Tinexyl® Nail ER in the U.S and In June 2026 Tinexyl® Nail ER was launched D2C in the UK. The expectation is to fully scale sales in the U.S and U.K in the coming year leading to an uplift in revenue generation.
As the group expects to be revenue generating with incomes from personal care products increasing, the reliance on equity funding will decline in time.
Exposure to the 2025 imposed U.S tariffs has been minimised as the U.S market will be served by a U.S manufacturer and the U.K and other markets by a U.K manufacture.
In the year ended 29th November 2025, £495,000 (2024: £789,957) of investment was secured through the issue of convertible loan stock.
NovaBiotics harnesses a detailed knowledge of how the body’s immune system and barrier defences maintain and protects healthy tissue and uses this as a template in the development of its innovative personal care and pharmaceutical drug candidates. The Group has developed solutions for nail health issues and is developing first-in class therapies for medically unmet infectious and respiratory disease, including orphan diseases such as cystic fibrosis and public health priorities such as Community Acquired Pneumonia (CAP). These indications have significant potential global markets. The Group currently has the following health care products and pharmaceutical therapy candidates under development.
Personal Care Products
CNP-1 – Tinexyl®
Tinexyl® is a world’s first nail conditioning product. It is a brush on solution that contains proprietary nail conditioning TXYL polymers as well as other ingredients which laboratory tests and clinical experience show rapidly improves nail structure and strength and corrects brittleness, discolouration, thickness, and poor texture. TXYL polymers are based on natural structures that are key to tissue health and barrier defence in the nails and skin.
Tinexyl® was and continues to be developed for the healthcare (podiatry, foot health practitioners, nail professionals) as Tinexyl® PRO and consumer channels as Tinexyl® Nail ER which together provide a global market more than $10 Bn. Tinexyl® was intended for use on toenails primarily but is now in development for fingernails also.
Pharmaceutical Candidates
NovaBiotics pharmaceutical pipeline is focused on the application of cysteamine bitartrate in infectious-inflammatory respiratory disease.
NM002 - Nylexa®
NM002/Nylexa® is an advanced clinical-stage intravenous form of cysteamine bitartrate developed by NovaBiotics. It’s safety and efficacy have been investigated in a phase 3 clinical trial for community acquired pneumonia.
The data read out from the trial was received in February 2026.
NM002 administration to patients in intensive care with severe community acquired pneumonia (as a result of COVID, flu and/or bacterial infections) resulted in a 76% probability of benefit in survival (all-cause mortality at day 90) compared to standard of care interventions alone and a 94% probability of benefit in earlier discharge from ICU and less time on ventilation/organ support. This data will be published in a peer reviewed journal by the clinical team who conducted the REMAP CAP trial and thereafter on the REMAP CAP website. The company has reengaged with the MHRA as NM002 qualifies for accelerated development for the UK market through the Promising Innovative Medicines (PIM) designation and Early Access to Medicine Scheme (EAMS).
NM002 also has potential in other, less severe pneumonias and also as an adjunct therapy to antibiotics beyond respiratory infection as it potentiates/reverses bacterial resistance against antibiotics.
NM001 - Lynovex®
Oral and inhaled cysteamine bitartrate (NM001/Lynovex®) are first-in-class drug candidates for cystic fibrosis (CF), an inherited life-limiting disease affecting around 100,000 individuals worldwide.
Oral NM001/Lynovex® is an advanced clinical-stage candidate for pulmonary exacerbations of CF. Oral NM001/Lynovex® successfully completed a global phase 2b clinical trial (CARE CF 1) in 2018 and the company is now in dialogue with the relevant UK authorities to map the most appropriate regulatory and clinical strategy for expedited market approval and access for CF patients in the UK.
Orphan drug designation has been granted in the United States and Europe and Fast Track designation granted for oral NM001/Lynovex® in the US. Oral NM001/Lynovex® has also been designated as a priority review medicine by the central European Health Technology Assessment body.
Inhaled NM001//Lynovex® is a preclinical stage asset with potential for application in long-term use in stable CF patients to maintain ventilatory function.
Oral and inhaled NM001//Lynovex® have potential utility in chronic respiratory infection-inflammation beyond CF, with data obtained supporting their application in non-CF bronchiectasis and also mycobacterial respiratory infections. IP, Patents and Trademarks.
IP, Patents and Trademarks
NovaBiotics has a strong portfolio of granted and pending patents which are wholly owned by the Group.
Investment in the patent and trademark portfolio has continued during the year.
Patents are amortised over their useful lives. The amortisation charge for the current year is £183,480 (2024: £66,687)
An impairment charge of £80,147 (2024: £191,709) was also recognised in the year relating to lapsed patents and trademarks no longer required by the business, and also due to the strategy to not renew all patents in all territories and where appropriate to adopt the European Unitary Patent where appropriate.
Key performance indicators (KPIs)
Technical, clinical and commercial progress in relation to the Group’s cosmetic and therapy products represent the prime KPIs for the Group, alongside the monitoring of cash position and capital requirements.
At the beginning of each financial year, the Group prepares a forecast, incorporating a budget for the forthcoming financial year and uses this as a framework for making operating expenditure decisions. This forecast is then updated on a quarterly basis to reflect the latest commercial decisions and cash expenditure is controlled and monitored accordingly.
Prospects
The new financial year has started in line with forecast expectations, and the Board ultimately remains focused upon the achievement of a capital transaction for the benefit of stakeholders. Tinexyl® is important in this regard as potentially provides a source of revenue in the coming years.
By order of the board
The directors present their annual report and financial statements for the year ended 29 November 2025.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The directors are covered by a Directors' and Officers' Liability Insurance policy maintained by the group and company with a qualifying 3rd party insurance company which was maintained throughout the financial year and is still in place at the date of approval of these financial statements.
The group and company's financial instruments comprise borrowings, cash and liquid resources such as trade debtors and trade creditors that arise directly from its operations. The Board reviews and agrees policies for managing each of the risks associated with interest rate, liquidity and foreign currency. It is the Group's current policy that no trading in financial instruments shall be undertaken.
Credit risk
Credit risk is the risk of financial loss to the group and company if a customer fails to meet its contractual obligations and arises principally from the Group’s receivables from customers. The Group’s exposure to credit risk is mainly influenced by the default risk inherent within the industry in which it operates. Sales of Tinexyl are settled in advance via Shopify and other similar platforms. Historically, the Group’s main debtor has been a government body therefore there has been no perceived risk. There is deemed to be no credit risk in the bank balances as the entity uses reputable banks with appropriate credit ratings.
Market risk
Market risk is the risk that changes in the market prices, such as foreign exchange rates and interest rates which will affect income. The objective of market risk management is to manage and control market risk within acceptable parameters. The group and company does this by minimising exposure to foreign currency movements through contracting in pounds sterling wherever possible, requesting payment in advance of shipment, matching foreign currency income with expenditure and minimising overdrafts and loans. The Group and company’s main foreign exchange risk relates to movements in the sterling / US dollar exchange rate. Movements in the rate impact the translation of sterling income. The Group and company finances its operations through equity. As at the end of the year, the Group and company held cash balances of the equivalent of £1,651 in US dollars and £77 in Euros. There were no bank borrowings.
Liquidity risk
Liquidity risk is the risk that the group and company will not be able to meet its financial obligations as they fall due. The group and company’s approach to managing liquidity is to ensure that it will always have sufficient funding to meet its liabilities when due, under both normal and stressed conditions. The group and company prepares cash forecasts regularly to monitor the anticipated future cash flows of the business and allows actions to be taken well in advance of any potential liquidity problem. Based on the current outlook, the Board considers that the group and company has sufficient funding arrangements in place to meet its future obligations.
In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company and group will be put at a General Meeting.
After making appropriate enquiries and reviewing the Group's cash flow forecasts, the directors have formed a judgment, at the date of approving the financial statements, that the Group has access to adequate resources to continue in operational existence for a period of at least twelve months from the date of approval.
Whilst there remains uncertainty regarding the timing and quantum of Tinexyl sales following its recent commercial launches, the directors have confirmed that they will provide financial support to the Group, as required, to enable it to meet its obligations as they fall due for at least the next twelve months from the date of approval of these financial statements.
Accordingly, the directors consider it appropriate to prepare the financial statements on the going concern basis.
We have audited the financial statements of NovaBiotics Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 29 November 2025 which comprise the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The notes on pages 15 to 40 form part of these group financial statements.
The notes on pages 15 to 40 form part of these group financial statements.
NovaBiotics Limited is a private company limited by shares incorporated in Scotland. The registered office is One Biohub, Foresterhill Road, Aberdeen, United Kingdom, AB25 2XE. The company's principal activities and nature of its operations are disclosed in the directors' report.
The group consists of NovaBiotics Limited and all of its subsidiaries.
The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £.
The consolidated group financial statements consist of the financial statements of the parent company NovaBiotics Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 29 November 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Intangible assets relate to intellectual property and development costs which are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Patents and trademarks are measured initially at purchase cost and are amortised on a straight-line basis over their
estimated useful lives.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
1.5.1 Intellectual property
The cost of patents is amortised over their remaining useful life until expiry.
The cost of licences relates to the 2005 assignment of full title and interest to the original peptides patent filed in 2004. The costs for patents and trademarks are for the legal and filing costs incurred worldwide for the ongoing development of the patents and trademarks portfolio. The licence term is 20 years and the patent term for both Europe and US will be 20 years from the date of filing. Supplementary protection certificates can extend this by up to another 5 years and by 7 years for orphan drugs.
1.5.2 Capitalised research and development costs
See accounting policy 1.23
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement. The estimated useful life and amostisation method are reviewed at the end of each reporting period.
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in or , unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
Inventory is measured on a first in first out basis.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method.
The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial instrument (or, where appropriate, a shorter period) to the net carrying amount of the financial liability on initial recognition. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire. The difference between the carrying amount of the financial liability drerecognised and the consideration paid is recognised in profit and loss.
A financial instrument is classified as a compound financial instrument when it includes a contractual obligation to deliver cash or another financial asset and a conversion feature that permits the holder to convert the instrument into a fixed number of the Group's own equity instruments in exchange for a fixed amount of cash (the "fixed-for-fixed" criterion).
The component parts of compound instruments issued are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.
The tax expense represents the sum of the tax currently payable and deferred tax.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments, which is determined based on the directors estimate of fair value. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimated number of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
The exception is when development expenditure, where it meets certain criteria (given below) is capitalised and amortised on a straight-line basis over its useful life, assumed to be 10 years. The asset lives, to which these development costs are allocated are subject to regular review and assessed for indicators of impairment once per year. Where no internally generated intangible asset can be recognised, the expenditure is written-off in the period in which it is incurred.
An intangible asset arising from development is recognised if, and only if, the Group can demonstrate the following:
The technical feasibility of completing the intangible asset so that it will be available for use or sale.
The intention to complete the intangible asset and use or sell it.
The ability to sell or use the intangible asset.
How the intangible asset will generate probable future economic benefits. Among other things, the Group can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself, or, if it is to be used internally, the usefulness of the intangible asset.
The availability of adequate technical, financial, and other resources to complete the development and to use or sell the intangible asset; and
The ability to measure reliably the expenditure attributable to the intangible asset during its development.
The Group determines that it is technically feasible to complete an intangible asset where positive laboratory data exists and is not contradicted by the results of further clinical trials.
All development activities are for the purpose of use or sale.
The Group determines that all its intangible assets demonstrate the capability to generate future economic benefits through sale or licensing.
The Group determines any products where funding is secured or almost certain to be secured for Phase 3 clinical trials to meet the “financial resources” test above, along with any products where route to market does not require such trials and funding to market is secure.
The Group has reviewed research and development expenditure, to determine whether any of that spend could qualify as development expenditure which satisfies the requirements set out above. Where the requirements are met this expenditure is capitalised.
Certain new accounting standards and amendments to accounting standards have been published that are not
mandatory for 29 November 2025 reporting periods and have not been early adopted by the group. The group’s assessment of the impact of these new standards and amendments is set out below:
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management-defined performance measures within the financial statements.
The Company has assessed the impact of the amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates relating to the determination of exchange rates where a currency is not exchangeable.
During the current reporting period, the Company had limited transactions denominated in foreign currencies and did not have material exposures to currencies subject to exchangeability restrictions. Accordingly, the amendments have not had a material impact on the Company's financial statements. While the Company anticipates that future growth may include an increase in sales denominated in foreign currencies, no material impacts from the IAS 21 amendments are currently expected based on the nature and scale of forecast foreign currency transactions.
No other new standards are expected to have a material impact on the group accounts.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following are the key assumptions as at the reporting date, that could have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
IFRS 2 requires that share-based payment transactions be measured at fair value for both listed and unlisted entities. If the fair value cannot be reliably measured, IFRS 2 permits the use of intrinsic value, being the fair value of the shares less the subscription price. This must be measured at the date of grant and at each reporting date until final settlement.
The Directors have adopted this method as NovaBiotics Limited is an unlisted entity without a readily available market price. £1 (2024: £8.26) has been applied as the appropriate fair value of a share at the grant date, being the latest subscription value at the time of the share options being granted.
The share-based payment options vest upon the earlier of an exit event, 10 years from grant date or if the directors determine an earlier potential exit date. During the prior year the estimate of the exit date was revised from 30 November 2025 to 30 November 2027.
For the financial year 2025 a debit of £22,910 (2024: a debit of £2,068) has been made to expenses with a corresponding net increase to other reserves. The balance on the share option reserve at the end of the financial year was £275,501(2024: £252,591).
In the 2018, 2019, 2020, 2021 and 2022 (ongoing £5m round) fund raises the company entered into convertible loan note arrangements which conveyed rights on inception to share warrants. These warrants give the holders rights to exercise in exchange for one ordinary share per warrant for an exercise price of 10p per share.
The longstop date for all warrants is as per the convertible loan notes, being 31 December 2027. Warrants were issued as follows:
For the 20 December 2018, 11 December 2019, and 26 November 2020 issue - 1 warrant issued for every £2 of face value loan note incepted;
For the 20 September 2021 issue - 1 warrant issued for every £10 of face value loan note incepted; and
For the 29 December 2022 issue – 1 warrant issued for every £4 of face value loan note incepted, up to the end of 2023 (£1,205,000 of loan note instruments instruments were issued). From January 2024 1 warrant issued for every £1 of face value loan note incepted (£1,164,957 of loan note instruments issued to date) and from December 2024 1 warrant issued for every £0.75.
The Group and Company has not recognised this value on its Statement of Financial Position as the transaction price of these warrants is £nil on the basis that the company issued loan notes for cash equivalent to their fair value.
The company has issued convertible loan notes on the following terms:
On 20 December 2018, 11 December 2019 and 26 November 2020, the company issued convertible loan notes which had a 3-year life, carried an 8% interest rate, and a 3% fixed arrangement fee. The loans could be converted from a certain date, with the conversion of the rolled-up interest, arrangement fee and principle value for the market value, capped at £8.26 per ordinary share.
On the 20 September 2021 the company issued convertible loan notes which had a 3-year life and carried an 8% interest rate.
On 29 December 2022 the company issued an amendment alongside the authorisation of new loan notes extending the longstop date to 29 December 2026. On 16 December 2024 the company issued a further amendment extending the longstop date to 31 December 2027.
The principal and interest on all issues prior to 29 December 2022 have been classified as equity. The value of loan notes included in equity is £9,940,483 (2024: £9,460,433).
Subsequent to this loan note instruments totalling £2,490,457, carrying a 10% interest rate, were issued. As above, the longstop date is 31 December 2027. These issues were classified as debt as they could redeemed at the discretion of the holders. As at the year end the value of these loan notes inclusive of interest is £2,971,469.
£152,153 arrangement fees can be paid in cash or converted at the discretion of the holders and are therefore classified as long term debt also.
The company recognises revenue when it has met the relevant performance obligations specified in the exclusive licence agreement.
In the year the group and company will make an RDEC claim of £6,409 (2024: £4,780).
In the prior year directors of the company agreed to waive their entitlement to salaries/fees which had previously been deferred.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
In the prior year gross salaries totalling £670,430 which had previously been deferred were waived. £569,425 of this was accrued in periods previous to the prior year. Social security which had previously accrued in relation to these salaries of £93,188 was also reversed during the prior year. £74,491 of this was accrued in periods previous to the prior year. This has been presented as an exceptional item in the prior year profit and loss account.
As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.
The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:
The company has unused carried forward tax losses totalling £19,555,945. No deferred tax asset has been recognised in respect of these losses.
The group has unused carried forward tax losses totalling £19,587,896. No deferred tax asset has been recognised in respect of these losses.
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
Deferred income totalling £974,389 relates to grants that have been used in order to fund the development costs shown above.
Patents and trademarks are held as security against convertible loan notes with a principal amount of £1,485,492, arrangement fees of £44,564 and accrued interest of £852,622.
Impairments relate to the reversal of patents which have now lapsed.
Details of the company's subsidiaries at 29 November 2025 are as follows:
Registered office addresses:
In the current year statement of comprehensive income Novabiotics Consumer Health contributed revenue of £43,492 and a loss of £13,675. Novabiotics Incorporated contributed a loss of £4,059. Novabiotics Ireland contributed profit of £Nil.
At 29 November 2025 the group had unexercised share options relating to an unapproved scheme of 177,325 ordinary shares (157,995 are exercisable at a price of £0.10 per share, 19,350 at £1.45 per share) and 74,944 unexercised options under an EMI scheme 38,555 options are exercisable at a price of £5.85 per share, 36,389 options are exercisable at a price of £5.54 per share and 528,342 options are exercisable at a price of £1.
As at 29 November 2025 the group had unexercised warrants of 4,107,620 exercisable at a price of £0.10 per ordinary share.
During the year 27,000 warrants to acquire ordinary shares at the par value of £0.10 were exercised.
All classes of share offer both voting rights and dividend rights. In the event of liquidation, the shares would carry the following rights:
Ordinary shares: Tertiary to participate at the amount greater of subscription price and £0.75555
A ordinary shares: 150% of subscription price
Preference shares and convertible preference shares: subscription price plus 10% pa compound basis plus all dividends accrued.
As at 29 November 2025, the key terms of the loan notes were:
For the £1,197,243 convertible in the range £0.755 to £7.31
Interest capitalised at 31 December 2014 and no longer accruing
Automatically convert at rates indicated on an IPO/sale
Payment will be satisfied only on conversion by issue of ordinary shares
For the £4,770,523 at the assumed conversion rate of £8.26:
Fixed arrangement fee of 3%
Interest accruing at 8% pa
For every £2 subscribed, the holder was issued a warrant to acquire an ordinary share of £0.10 in the capital of the Company at £0.10
The Conversion rate is the £8.26
Longstop date is 29 December 2027
For the £1,230,095 at the assumed conversion rate of £8.26:
Interest accruing at 8% pa
For every £10 subscribed, the holder was issued a warrant to acquire an ordinary share of £0.10 in the capital of the Company at £0.10
The Conversion rate is £8.26
Longstop date is 29 December 2027
For the £2,490,457 at the assumed conversion rate of £8.26: |
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Accrued interest on these loan notes totals £3,223,619. |
The convertible loan notes classified as equity are redeemable only at the sole discretion of the company. Given the company has no obligation to deliver cash these have been recognised within equity.
For the convertible loan notes included in non-current liabilities these will be redeemable at the sole discretion of the holders and are therefore classified as long term debt in non-current liabilities.
Also classified as non-current liabilities are accrued arrangement fees on issued loan notes which total £152,153.
During the year loan notes totalling £495,000 (2024: £789,957) were issued and interest accruing on all loan notes was £697,301 (2024: £641,055).
In August 2018 a floating charge over all the IP of the Group was entered into as the transaction security for subscribers to the 2018 £1.5m Rights Issue and remained in force for the further rounds. In December 2022 this security has been ranked as the Junior Security to be subordinated to the Senior Security. Senior ranking and security has been agreed by way of an InterCreditor Deed to holders of the new £5m convertible loan notes which is the open round.
In the event of a liquidation, on the Redemption date, or no later than 10 days later, the Group must pay to note holders the principal amount, together with the fees and accrued interest. A Redemption Notice is irrevocable unless otherwise agreed with the Group.
Other borrowings are interest free and repayable in full on 27 November 2028, being the loan from Opportunity North East Limited.
The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
The following table details the remaining contractual maturity for the group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.
Liquidity risk is the risk that the group and company will not be able to meet its financial obligations as they fall due. The group and company’s approach to managing liquidity is to ensure that it will always have sufficient funding to meet its liabilities when due, under both normal and stressed conditions. The group and company prepares cash forecasts regularly to monitor the anticipated future cash flows of the business and allows actions to be taken well in advance of any potential liquidity problem. Based on the current outlook, the Board considers that the group and company has sufficient funding arrangements in place to meet its future obligations.
Options issued under the EMI option scheme are issued to employees, subject to the discretion of the directors for performance related achievements. Options shall be capable of being exercised upon an exit event or if the directors determine an earlier potential exercise date. No options were exercisable at 29 November 2025. A summary of all outstanding options issued under the scheme which are outstanding as at the year end is shown below:
38,555 shares are exercisable at a price of £5.85 between 22/06/2016 and 21/06/2026.
2,914 shares are exercisable at a price of £5.54 between 20/05/2020 and 18/05/2030.
33,475 shares are exercisable at a price of £5.54 between 18/09/2020 and 16/09/2030.
154,470 shares are exercisable at a price of £1 between 10/03/2025 and 10/03/2035.
All the above options are not exercisable later than the day prior to the tenth (or, in respect of any eligible person ordinarily resident outside of the United Kingdom, seventh) anniversary of the date of grant.
Where options have been issued to individuals not eligible to participate in the EMI option scheme, they are issued into the unapproved share option scheme.
For 157,975 options of this type, the exercise of options within the scheme is not dependent on any performance criteria and may be exercised in whole or in part at any time and from time-to-time following issue. All these options are exerciseable at a subscription price per share of £0.10.
The grant of these options has been in full discharge of all Group obligations to the participants of any payments due in recognition of his services to the Group.
As these options have been granted in lieu of fees or cash settlements, the value of the equity settled share options granted is recognised as an expense equal to the value of the service received with a corresponding increase in equity.
For 393,222 options of this type the options shall be capable of being exercised upon an exit event or if the directors determine an earlier potential exercise date. None of these options were exerciseable at 29 November 2025. 19,350 of these options are exerciseable at a subscription price of £1.45 with the remaining 373,872 options exerciseable at a subscription price of £1.
Market risk is the risk that changes in the market prices, such as foreign exchange rates and interest rates which will affect income. The objective of market risk management is to manage and control market risk within acceptable parameters. The group and company does this by minimising exposure to foreign currency movements through contracting in pounds sterling wherever possible, matching foreign currency income with expenditure and minimising overdrafts and loans. The Group and company’s main foreign exchange risk relates to movements in the sterling / US dollar exchange rate. Movements in the rate impact the translation of sterling income. The Group and company finances its operations through equity. As at the end of the year, the Group and company held cash balances of the equivalent of £1,651 in US dollars and £77 in Euros. There were no bank borrowings
Other reserves shown in the statement of changes in equity relate to equity settled share based payments.
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
During the year the total cash outflow in respect of leases was £35,968 (2024: £55,000).
Deferred revenues are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
As at the year end the group had financial liabilities held at amortised cost totalling £3,525,410 (2024: £2,795,328). The group had financial assets held at amortised cost totalling £81,139 (2024: £145,638).
During the year amounts recognised in the profit and loss account in relation to financial liabilities totalled £697,301 (2024: £641,055).
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The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
There were no termination or other benefits. Short term benefits represent gross salary excluding employers' national insurance contributions.
| 2025 | 2024 |
Short term employee benefits | £93,000 | £212,010 |
Share options held | 617,692 | 89,350 |
Convertible loan notes
Convertible loan notes held by related parties are detailed below:
| 2025 | 2024 | ||||
| Directors | Key management personnel | Companies controlled by directors | Directors | Key management personnel | Companies controlled by directors |
Loans (£) | 3,790,084 | 15,000 | 241,000 | 3,370,084 | 15,000 | 241,000 |
Number of warrants | 1,815,212 | 7,500 | 147,500 | 1,350,213 | 7,500 | 152,500 |
Accrued interest (£) | 1,236,985 | 8,846 | 54,495 | 996,850 | 10,917 | 32,535 |
Accrued arrangement fees (£) | 60,947 | 450 | 210 | 60,947 | 450 | 210 |
As at the year end loan notes held by other related parties totalled £94,000 (with 89,000 warrants). Accrued interest on these loan notes totalled £19,098 in the year and accrued arrangement fees totalled £300.
Details on conditions of loan notes can be seen in the convertible loans note 18 to the accounts.
Fees
During the year a director of the company charged consultancy fees from a company over which they have control of £Nil (2024: £9,000).
During the prior year salaries owed to key management personnel totalling £647,429 were waived.
During the prior year fees owed to a company over which a director has control totalling £48,000 were waived.
During the prior year salaries owed to key management personnel (excluding directors) totalling £23,000 were waived.
As at the year-end expenses were owed to directors of the company totalling £510.
Related party balances
As at the year-end the company was owed £81,700 (2024: £85,513) by subsidiaries.
The notes on pages 44 to 46 form part of these parent financial statements.
NovaBiotics Limited is a private company limited by shares incorporated in Scotland. The registered office is One Biohub, Foresterhill Road, Aberdeen, AB25 2XE. The company's principal activities and nature of its operations are disclosed in the directors' report.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The company applies accounting policies consistent with those applied by the group. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.
After making appropriate enquiries and reviewing the Group's cash flow forecasts, the directors have formed a judgment, at the date of approving the financial statements, that the Group has access to adequate resources to continue in operational existence for a period of at least twelve months from the date of approval.
Whilst there remains uncertainty regarding the timing and quantum of Tinexyl sales following its recent commercial launches, the directors have confirmed that they will provide financial support to the Group, as required, to enable it to meet its obligations as they fall due for at least the next twelve months from the date of approval of these financial statements.
Accordingly, the directors consider it appropriate to prepare the financial statements on the going concern basis.
Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
Details of the company's principal operating subsidiaries are included in note 14.
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows: