Company registration number SC800943 (Scotland)
NOVABIOTICS CONSUMER HEALTH LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 NOVEMBER 2025
NOVABIOTICS CONSUMER HEALTH LIMITED
COMPANY INFORMATION
Directors
Mr I Townsend
Mr B H Bodek
Dr D A O'Neil
Mr P G Ellis
Dr T M Phillips
Company number
SC800943
Registered office
One Biohub
Foresterhill Road
Aberdeen
AB25 2XE
Accountants
Azets
Fleet House
New Road
Lancaster
LA1 1EZ
NOVABIOTICS CONSUMER HEALTH LIMITED
CONTENTS
Page
Accountants' report
1
Statement of financial position
2 - 3
Statement of changes in equity
4
Notes to the financial statements
5 - 12
NOVABIOTICS CONSUMER HEALTH LIMITED
ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF NOVABIOTICS CONSUMER HEALTH LIMITED FOR THE YEAR ENDED 29 NOVEMBER 2025
- 1 -

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Novabiotics Consumer Health Limited for the year ended 29 November 2025 which comprise, the statement of financial position, the statement of changes in equity and the related notes from the company’s accounting records and from information and explanations you have given us.

This report is made solely to the board of directors of Novabiotics Consumer Health Limited, as a body, in accordance with the terms of our engagement letter dated 10 February 2025. Our work has been undertaken solely to prepare for your approval the financial statements of Novabiotics Consumer Health Limited and state those matters that we have agreed to state to the board of directors of Novabiotics Consumer Health Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Novabiotics Consumer Health Limited and its board of directors as a body, for our work or for this report.

It is your duty to ensure that Novabiotics Consumer Health Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Novabiotics Consumer Health Limited. You consider that Novabiotics Consumer Health Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Novabiotics Consumer Health Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Azets
Fleet House
New Road
Lancaster
LA1 1EZ
28 August 2026
NOVABIOTICS CONSUMER HEALTH LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 29 NOVEMBER 2025
29 November 2025
- 2 -
2025
2024
Notes
£
£
ASSETS
Non-current assets
Property, plant and equipment
3
12,500
26,136
Current assets
Inventories
4
4,411
26,824
Trade and other receivables
6
3,420
2,493
Cash and cash equivalents
20,096
540
27,927
29,857
Total assets
40,427
55,993
EQUITY AND LIABILITIES
Equity
Called up share capital
5
101
101
Retained earnings
(32,101)
(18,426)
(32,000)
(18,325)
Non-current liabilities
7
19,173
12,144
Current liabilities
7
53,254
62,174
Total equity and liabilities
40,427
55,993
NOVABIOTICS CONSUMER HEALTH LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 29 NOVEMBER 2025
29 November 2025
- 3 -

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

For the financial year in question the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

 

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the income statement within the financial statements.

The financial statements were approved by the board of directors and authorised for issue on 28 August 2026 and are signed on its behalf by:
Dr D A O'Neil
Director
Company registration number SC800943 (Scotland)
NOVABIOTICS CONSUMER HEALTH LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 NOVEMBER 2025
- 4 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 28 February 2024
-
-
0
-
Period ended 29 November 2024:
Loss and total comprehensive income
-
(18,426)
(18,426)
Transactions with owners:
Issue of share capital
5
101
-
101
Balance at 29 November 2024
101
(18,426)
(18,325)
Year ended 29 November 2025:
Loss and total comprehensive income
-
(13,675)
(13,675)
Balance at 29 November 2025
101
(32,101)
(32,000)
NOVABIOTICS CONSUMER HEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 NOVEMBER 2025
- 5 -
1
Accounting policies
Company information

Novabiotics Consumer Health 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.

1.1
Reporting period

The comparative period covers from incorporation on 28 February 2024 to 29 November 2024. Therefore, the comparative amounts are not entirely comparable.

1.2
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

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 financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

Where required, equivalent disclosures are given in the group accounts of Novabiotics Limited. The group accounts of Novabiotics Limited are available to the public and can be obtained as set out in note 16.

1.3
Going concern

The directors have at the time of approving the financial statements, truenotwithstanding net liabilities of £32,000, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have agreed to support the company and cover any liabilities as they fall due. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Revenue

Revenue comprises sales of goods provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

NOVABIOTICS CONSUMER HEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 NOVEMBER 2025
1
Accounting policies
(Continued)
- 6 -
1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Right of use asset
Over the life of the lease

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.

1.6
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable direct shipping costs. Inventory is recognised on a first in first out basis.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

1.7
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

NOVABIOTICS CONSUMER HEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 NOVEMBER 2025
1
Accounting policies
(Continued)
- 7 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.9
Financial liabilities

The company recognises financial debt when the company 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

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. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.10
Equity instruments

Equity instruments issued by the 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 at the discretion of the company.

1.11
Leases

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within 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 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 adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated 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, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

NOVABIOTICS CONSUMER HEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 NOVEMBER 2025
1
Accounting policies
(Continued)
- 8 -

The lease liability is measured at amortised cost using the effective interest method. It is reassessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. 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 company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

1.12
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
5
6
3
Property, plant and equipment
Right of use asset
£
Cost
At 30 November 2024
27,272
At 29 November 2025
27,272
Accumulated depreciation and impairment
At 30 November 2024
1,136
Charge for the year
13,636
At 29 November 2025
14,772
Carrying amount
At 29 November 2025
12,500
At 29 November 2024
26,136
NOVABIOTICS CONSUMER HEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 NOVEMBER 2025
- 9 -
4
Inventories
2025
2024
£
£
Finished goods
4,411
26,824
5
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary of £1 each
100
100
100
100
Ordinary B of £1 each
1
1
1
1
101
101
101
101
6
Trade and other receivables
2025
2024
£
£
Trade receivables
420
1,520
Unpaid share capital
1
1
VAT recoverable
1,155
721
Prepayments and accrued income
1,844
251
3,420
2,493
7
Liabilities
Current
Non-current
2025
2024
2025
2024
Notes
£
£
£
£
Borrowings
8
-
0
-
0
19,173
-
0
Trade and other payables
9
41,110
48,871
-
0
-
0
Lease liabilities
10
12,144
13,303
-
0
12,144
53,254
62,174
19,173
12,144
8
Borrowings
Non-current
2025
2024
£
£
Borrowings held at amortised cost:
Other loans
19,173
-
NOVABIOTICS CONSUMER HEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 NOVEMBER 2025
8
Borrowings
(Continued)
- 10 -

Other borrowings are interest free and repayable in full on 27 November 2028, being the loan from Opportunity North East Limited.

9
Trade and other payables
2025
2024
£
£
Amount owed to parent undertaking
36,319
44,381
Accruals and deferred income
4,791
4,490
41,110
48,871
10
Lease liabilities
2025
2024
Maturity analysis of lease payments
£
£
Within one year
12,707
15,249
In two to five years
-
12,707
Total undiscounted liabilities
12,707
27,956
Future finance charges and other adjustments
(563)
(2,509)
Lease liabilities in the financial statements
12,144
25,447

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:

2025
2024
£
£
Current liabilities
12,144
13,303
Non-current liabilities
-
0
12,144
12,144
25,447
NOVABIOTICS CONSUMER HEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 NOVEMBER 2025
- 11 -
11
Liquidity risk

The following table details the remaining contractual maturity for the company's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the company may be required to pay.

Less than 1 month
1 – 3 months
3 months to 1 year
1 – 5 years
Total
£
£
£
£
£
At 29 November 2024
Amount owed to parent undertaking
44,381
-
-
-
44,381
Accruals
4,490
-
-
-
4,490
Lease liability
1,271
2,541
8,895
15,249
27,956
50,142
2,541
8,895
15,249
76,827
At 29 November 2025
Amount owed to parent undertaking
36,319
-
-
-
36,319
Accruals
4,791
-
-
-
4,791
Lease liability
1,271
2,541
8,895
-
12,707
42,381
2,541
8,895
-
53,817
12
Market risk
Market risk management

Market risk is the risk that changes in the market prices, such as foreign exchange rates and interest rates will affect income. The objective of market risk management is to manage and control market risk within acceptable parameters. The 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 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 company finances its operations through intercompany borrowing and an interest free external loan.

13
Capital risk management

The Company's objectives when managing capital are to safeguard its ability to continue as a going concern until Tinexyl® revenues can fund day to day operations. To date the company has been funded by the parent company.

14
Events after the reporting date

In June 2026 Tinexyl ER was launched in the as a D2C product in the UK on a tailored e-commerce website.

 

Tinexyl has been in research and development for fingernails since 2024.  A commercial batch was placed on order at end of April 2026 with expectation to launch summer 2026 as a premium strengthening and rejuvenation product.

15
Related party transactions
NOVABIOTICS CONSUMER HEALTH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 NOVEMBER 2025
15
Related party transactions
(Continued)
- 12 -

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due to related parties
£
£
Parent company
36,319
44,381
16
Controlling party

The parent company of Novabiotics Consumer Health Limited is Novabiotics LImited and its registered office is One Biohub, Foresterhill Raod, Aberdeen, Scotland, AB25 2XE.

 

Novabiotics Consumer Health Limited accounts are included in the consolidated accounts of the parent company Novabiotics Limited and are publicly available from Companies House.

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