The directors present their annual report and financial statements for the year ended 30 June 2025.
The results for the year are set out on page 8.
No ordinary dividends were paid (2024 - £nil). 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:
Directors' indemnity insurance
Abingdon Health Plc has granted the directors of the Company with Qualifying Third-Party indemnity provisions within the meaning given to the term by Sections 234 and 235 of the Companies Act 2006. This is in respect of liabilities to which they may become liable in their capacity as director of the Company. Such indemnitees were in force throughout the financial year and will remain in force.
Going concern
The Company is part of Abingdon Health plc (the "Group") and relies on financial support of the Group to continue as a going concern. Accordingly, the Directors have considered the ability of the Group to continue as a going concern.
During the financial year the Group met its day to day working capital requirements through cash resources held with Barclays Bank plc, as well as an equity fundraise in August 2024 which provided £5.6 million (£5.2 million net of expenses).
As at 30 June 2025 the Group had cash and cash equivalents of £1.9 million (30 June 2024: £1.4 million), with £0.7 million (30 June 2024: £0.7 million) outstanding on a loan with Innovate where quarterly repayments are due to commence in July 2026 and complete in April 2030. Subsequent to 30 June 2025, the Company completed an additional equity fundraise in October 2025 which raised £3.4 million (£3.2 million net of expenses) from institutional and retail investors for working capital purposes and further expansion of Abingdon Health USA Inc.
The Board remains focused on growing the Group’s revenues through both broadening the range of services offered to the customer base, via both recent acquisitions and the opening of Abingdon Analytical Limited, and geographic expansion through Abingdon Health USA Inc. The Board’s expectation is that this revenue growth will progress the Group to a cashflow positive position during calendar year 2026, which will reduce the need for future equity funding.
The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current cash resources for at least the next 12 months from the date of signing the financial statements.
Taking into account all of the above, the Directors have a reasonable expectation that the Group and Parent Company, and hence the Company, have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
RSM UK Audit LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
We have audited the financial statements of Forsite Diagnostics Limited (the ‘company’) for the year ended 30 June 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position and the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 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 the 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.
The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 101, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.
The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to medical device regulations. We performed audit procedures to inquire of management whether the company is in compliance with these law and regulations and inspected correspondence with licensing or regulatory authorities.
The audit engagement team identified the risk of management override of controls and the risk of fraud in revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to:
testing the appropriateness of journal entries and other adjustments based on risk criteria and comparing the identified entries to supporting documentation;
assessing whether the judgements made in making accounting estimates were indicative of potential bias;
evaluating the business rationale for any significant transactions that are unusual or outside the normal course of business;
testing the accuracy and existence of revenue through agreement to cash receipt and other supporting evidence; and
testing revenue transactions either side of the reporting period and revenue which has been accrued or deferred at the year end to determine that revenue has been recorded in the correct accounting period.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities This description forms part of our auditor’s report.
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 statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
The notes on pages 11 to 31 form part of these financial statements.
The notes on pages 11 to 31 form part of these financial statements.
The notes on pages 11 to 31 form part of these financial statements.
Forsite Diagnostics Limited is a private company limited by shares incorporated in England and Wales. The registered office is York Biotech Campus, Sand Hutton, York, YO41 1LZ. The company's principal activity is developing and manufacturing lateral flow devices for the diagnostics sector.
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 £1.
This company is a qualifying entity for the purposes of FRS 101, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
the requirements of IFRS 7 Financial Instruments: Disclosure, on the grounds that equivalent disclosures for financial instruments are presented in the group accounts of Abingdon Health Plc;
the requirements of IAS 7 Statement of Cash Flows to present a statement of cash flows;
the requirements of IAS 24 Related Party Disclosures to disclose related party transactions and balances between two or more members of a group;
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(q)(ii), B66 and 367 of IFRS 3 ' Business Combinations ', for which equivalent disclosures are included in the group accounts of Abingdon Health Plc;
the requirement in paragraph 38 of IAS 1 ' Presentation of Financial Statements ' to present comparative information in respect of:
(i) paragraph 79 (a)(iv) of IAS 1;
(ii) paragraph 73 (e) of IAS 16 ' Property , Plant and Equipment '; and
(iii) paragraph 118 (e) of IAS 38 ' Intangible Assets '.
the requirements of paragraphs 10 (d) , 10(f) , 39 (c) and 134-136 of IAS 1 ' Presentation of Financial Statements; and
the requirements of ' paragraphs 134(d)-134 (f) and 135 (c)-35(e) of IAS 36 ' Impairment of Assets
Where required, equivalent disclosures are given in the group accounts of Abingdon Health Plc. The group accounts of Abingdon Health Plc are available to the public and can be obtained as set out in note 27.
Nature of performance obligations: The company's performance obligations consist of manufacturing and delivering products to customers' specifications, often following on from research work and technical transfer projects. Transfer of control to the customer, which is typically on despatch, represents a distinct performance obligation.
Transaction price determination: The transaction price is the amount of consideration to which the company expects to be entitled, being the contractual price per unit adjusted for:
Volume discounts where applicable, estimated based on expected volumes over the contract period.
Rights of return, which are accrued as required measured at the amount of consideration received for which the company does not expect to be entitled
Revenue recognition timing: Revenue is recognised at a point in time when control transfers to the customer, which typically occurs upon dispatch from the company's premises. At this point, the customer has legal title to the goods and significant risks and rewards of ownership.
Contract assets and liabilities: Contract assets arise when goods are dispatched but not yet invoiced. Contract liabilities arise when payment is received in advance of dispatch.
Nature of performance obligations: Contract development services involve providing research and development expertise to customers through the provision of qualified personnel, usually based on a period of work with demonstrable milestones. Where milestones are met, these will typically trigger an additional stage of work, or alternatively will become a stop point for the contract. This milestone is the risk of the end customer, in that revenue is generally not refundable should the contract reach a stop point.
Quotes for development services are provided on a day-rate basis with materials used in development, where applicable, charged at a percentage mark-up. The performance obligations are considered to be the availability of staff to fulfil each day’s work, as opposed to development contracts being treated as long-term contracts. Each day of service represents a distinct performance obligation.
Transaction price determination: The transaction price is based on agreed day rates, which may vary by personnel grade or expertise level, and materials used in development being charged at a percentage mark-up.
Revenue recognition timing: Revenue is recognised over time as services are performed daily, as:
The customer simultaneously receives and consumes the benefit as the company performs
The company's performance creates no asset with alternative use
The customer typically receives the transfer of knowledge and owns any intellectual property created during the development contract.
Contracts with technical feasibility uncertainties: Where contracts involve significant uncertainties regarding technical feasibility of outcomes, revenue recognition is constrained until such uncertainties are resolved and it becomes highly probable that revenue recognised will not be subject to significant reversal.
Contract assets and liabilities:
Contract assets arise when services are performed but not yet invoiced
Contract liabilities arise when customers make advance payments before services are performed
These are measured at the amount of consideration received or receivable, adjusted for any assessments of variable consideration constraints.
Nature of performance obligations: Regulatory services comprise ongoing advisory and compliance support services to help customers meet regulatory requirements in international markets. These represent a single performance obligation satisfied over time.
Transaction price determination: The transaction price is typically time-based charges at agreed day rates for consulting services.
Revenue recognition timing: Revenue is recognised over time as services are performed, as the customer simultaneously receives and consumes the benefit of the Group's performance. The Group uses an input method (time elapsed or costs incurred) to measure progress toward complete satisfaction of the performance obligation.
Contract assets and liabilities: Contract assets and liabilities are recognised consistent with the timing of performance relative to customer payment terms.
Critical Judgements and Estimates
The Group exercises judgement in the following areas:
Assessing the degree of completion for development services with milestone arrangements
Where relevant, constraining estimates of variable consideration to prevent significant reversals
Evaluating whether technical feasibility uncertainties require deferral of revenue recognition
Determining standalone selling prices for contracts with multiple performance obligations.
Intangible assets are initially measured at cost. After initial recognition, intangible assets are recognised at cost less any accumulated amortisation and any accumulated impairment losses.
The depreciable amount of an intangible asset with a finite useful life is allocated on a systematic basis over its useful life. Amortisation begins when the asset is available for use, i.e. when it is in the location and condition necessary for it to be capable of operating in the manner intended by management. Amortisation is charged to administrative expenses in the Statement of Comprehensive Income.
The amortisation period and the amortisation method for intangible assets with a finite useful life is reviewed each financial period-end. If the expected useful life of the asset is different from previous estimates, the amortisation period is changed accordingly. Useful lives are typically amortised on the following basis:
Intellectual property 10 - 25% straight line
Research expenditure is written off against profits in the year in which it is incurred. Development costs incurred on specific projects are capitalised when all the following conditions are satisfied:
completion of the intangible asset is technically feasible so that it will be available for use or sale;
the Group intends to complete the intangible asset and use or sell it;
the Group has the ability to use or sell the intangible asset;
the intangible asset will generate probable future economic benefits. Among other things, this requires that there is a market for the output from the intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset will be used in generating such benefits;
there are adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the expenditure attributable to the intangible asset during its development can be measured reliably.
No development costs have met the above criteria in the current or comparative year and therefore, no development costs have been capitalised.
Development costs not meeting the criteria for capitalisation detailed above are expensed as incurred.
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:
The residual value and the useful life of an asset are reviewed at least at each financial period-end and if expectations differ from previous estimates, the changes are accounted for prospectively.
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.
Interests in subsidiaries, associates and jointly controlled entities 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.
The Company holds a 19% equity interest in Find Out From Home Inc (“FOFH”), a US-based medical testing company. The Directors have determined that the Company does not have significant influence over FOFH and the investment is accounted for as a financial asset under IFRS 9 (See note 2 for an evaluation of significant influence under IAS 28).
The Company has made an irrevocable election to measure the investment at fair value through other comprehensive income (FVOCI).
The investment is initially recognised at fair value. In limited circumstances where a reliable fair value cannot be determined, cost may be used as an appropriate estimate of fair value, consistent with IFRS 9 paragraphs B5.2.3–B5.2.4. The Directors have determined that a fair value cannot be reliably estimated due to the early-stage nature of FOFH’s business and the consequent wide range of fair value estimates based on commercial outcomes, where cost represents the best estimate of fair value within that range. This will be reassessed at the next reporting period to assess if further information has become available to reliably estimate a fair value.
Fair value is reassessed at each reporting date, and changes are recognised in OCI. Gains and losses accumulated in OCI are not reclassified to profit or loss upon disposal of the investment.
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.
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 profit or loss, 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.
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of comprehensive income for the reporting period in which it arises.
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.
This category applies to trade and other receivables due from customers in the normal course of business. Trade and other receivables are initially recorded at fair value and thereafter are measured at amortised cost using the effective interest rate.
The company classifies its financial assets as at amortised cost only if both of the following criteria are met:
(i) the asset is held within a business model with the objective of collecting the contractual cash flows; and
(ii) the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding.
The Group has elected to measure its investment in FOFH at fair value through other comprehensive income "FVOCI". Only qualifying dividend income is recognised in profit and loss; changes in value value are recognised within OCI and never reclassified to profit and loss, even if the asset is impaired, sold or otherwise derecognised.
The company applies a forward-looking model of IFRS 9 to create an estimation of the expected credit losses arising in the next year on its financial assets, using an expectation derived from historical irrecoverable percentages as adjusted for predicted credit risk adjustments arising through forecast market changes.
If an asset is impaired, the impairment loss is the difference between the carrying value and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
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 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, 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.
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
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.
Share capital represents the nominal value of shares that have been issued. Share premium represents the excess consideration received over share capital upon the sale of shares, less any incidental costs of issue.
Retained losses include all current and prior period retained losses.
The capital contribution reserve relates to the company's share of the fair value expense imposed on the company in respect of options granted over the equity shares of the Company's parent Abingdon Health Plc.
The tax expense represents the sum of the tax currently payable and deferred tax.
The fair value of equity-settled share-based payments to employees is determined at the date of grant and is expensed on a straight-line basis over the vesting period based on the Company’s estimate of shares or options that will eventually vest. Full disclosure of the calculation models can be found in the group accounts of Abingdon Health plc.
All equity-settled share-based payments are ultimately recognised as an expense in the profit or loss with a corresponding credit to “Capital contribution reserve”. If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period.
No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting.
Research and development expenditure credits
Where the company receives research and development expenditure credits ("RDEC") these are accounted for as government grant income within operating income as it more closely aligns with grant income as opposed to a taxation credit. The income is recognised on the performance model under IAS 20 Accounting for Government Grants and Disclosures '.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
In line with IFRS 15 management are required to determine appropriate revenue recognition points for all revenue streams. Where multiple contracts are entered into with a single counterparty any instalment payments are not considered to be a key indicator of the satisfaction of a performance obligation, although linked contracts with a counterparty are considered in conjunction when identifying the appropriate point for revenue recognition. Disclosure of the key assumptions and judgements on this is provided in note 1.3.
The Company acquired a 19% investment in Find Out From Home Inc (“FOFH”) during the year via a services-for-equity agreement, as described in note 1.6 and note 14.
The Directors have determined that the Company does not have significant influence over FOFH. In making this assessment the Directors have considered a number of relevant factors, including that one of Forsite Diagnostics’ directors, Chris Yates, was appointed as a Director at FOFH and that significant transactions have taken place between Forsite and FOFH via the provision of contract development services.
The conclusion that the Company does not have significant influence is based on several factors, including that:
Forsite Diagnostics’ shareholding of 19% falls below the 20% threshold where significant influence is presumed;
FOFH having a controlling shareholder who is also the only other director of that entity and who therefore effectively retains control of the Board by virtue of this controlling shareholding
As determined by FOFH’s by-laws all Board matters effectively require the approval of the controlling shareholder. There are no separate shareholder agreements in place, other than the services agreement related to development work below; and
All commercial transactions for development services are not unique services being provided by the Company to FOFH, and take place on an arms-length commercial basis, and therefore it is not considered that FOFH has material reliance on the Company. Furthermore, there has been no transfer of pre-existing technology or intellectual property from Forsite Diagnostics.
As outlined in note 1.6 the investment has been accounted for as a financial asset under IFRS 9. The directors have considered the recoverability of the Company’s investment in FOFH and consider the amount fully recoverable based on the expected future growth in FOFH’s business.
In the current and comparative years, there are no estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.
Impairment tests have been carried out where appropriate and in the current year no additional impairment has been required.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The directors of the company are remunerated through the parent company, Abingdon Health Plc. There is no recharge made for their services to the Company.
In the current and prior years the company's audit fee and fees for other services has been borne by its parent, Abingdon Health Plc.
The credit for the year can be reconciled to the (loss)/profit per the income statement as follows:
Deferred tax balances at the reporting date were measured at 25% (2024 - 25%). This is the UK corporation tax rate enacted at the year-end.
The directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
The Company acquired a 19% investment in Find Out From Home Inc (“FOFH”), a US-based medical testing company which is held in other investments at £354k. The investment was acquired via a services-for-equity agreement whereby development services were provided to FOFH via a promissory note which was converted to an equity stake in December 2024. In the prior year, the Company recognised revenue equivalent to the £354k and held a trade receivable for the amount payable (which was subsequently converted into equity).
Further information on the accounting policies applied to this investment is provided in notes 1.6 and 2. See note 1.6 for information regarding how the investment has been valued at the year end. FOFH is accounted for at fair value through other comprehensive income.
Inventory comprises raw materials, which are used for the manufacture of diagnostic tests and for research and development purposes, work in progress, and finished goods.
The company has recognised a total provision of £319,696 (2024 - £391,466) against its inventories. An expense has been recognised in the year relating to new impairments of £232,422 (2024 - £61,514). Impairments recognised in the year are in relation to stock adjustments, software usage and stock write-offs not previously provided for.
Expected credit losses for the following 12 months have been estimated in accordance with IFRS 9 'Financial
Instruments'. The current year expected credit losses have been adjusted to reflect credit risks outstanding at
the current reporting period date. The expected credit loss provision as at 30 June 2025 is £18,187 (2024:
£14,406). This has been determined by reference to past default experience and known issues. Write offs are
made when the irrecoverable amount becomes certain. The Directors consider that the carrying amount of
trade and other receivables approximates to their fair value.
Contract assets have been calculated in accordance with IFRS 15 'Revenue from Contracts with Customers'.
The amounts owed by fellow group undertakings are unsecured, interest free and repayable on demand.
The interest rate on the loan with Abingdon Health Plc, the company's ultimate parent, is 8% per annum.
Given a reconsideration of the contractual terms of the intercompany loan in the absence of a formal loan agreement, a repayment date cannot be determined in a legal form, therefore the loan is classified as current in full.
The amounts owed to fellow group undertakings are unsecured, interest free and repayable on demand.
The company has estimated tax losses of £14,500,000 (2024 - £13,400,000) which have not been recognised as a deferred tax asset due to uncertainty over the timing and extent of the company's ability to utilise these against future taxable profits. If a deferred tax asset was recognised in full in respect of this, the company's net liabilities would increase by approximately £3,625,000 (2024 - £3,525,000).
Deferred income is calculated in accordance with IFRS 15 'Revenue from Contracts with Customers'. The amount of deferred revenues relating to the prior year has been fully released in the current financial year.
The company has recognised the following expense in the year in respect of share-based payments:
The fair value expense relates to options granted to employees of the company but are for issue of shares in Abingdon Health Plc, the company's immediate and ultimate parent; accordingly the company has taken advantage of the disclosure exemptions under FRS 101 not to present this information. Further information can be found in the group accounts of Abingdon Health Plc are available to the public and can be obtained as set out in note 27.
The determination of the fair values of the EMI options and SAYE scheme options have been made by reference to the Black-Scholes model. The expense recognised in the prior year associated with these options is adjusted to reflect the anticipated staff attrition rates over the life of each scheme.
The capital contribution reserve relates to the company's share of the fair value expense imposed on the company in respect of options granted over the equity shares of the company's parent Abingdon Health Plc. Amounts transferred from the reserve into retained profits represent the forfeit of share options that will not vest.
Ordinary shareholders are entitled to one vote per share held and entitled to dividends. In the event of a winding up of the company, Ordinary shareholders are entitled to participate in the distribution of the company's assets.
The movement in the year is a share-based payment expense. Full details can be seen in the group accounts of Abingdon Health Plc, which are publicly available.
The company has taken advantage of the disclosure exemptions conferred by FRS 101 to not disclose related party transactions and balances where relevant group companies are all wholly owned by the group headed by Abingdon Health Plc. Details of the outstanding balances at the year end are given in note 16, note 17 and note 18.
Dr Chris Hand is a director and shareholder in Alta Bioscience, a UK-based accredited laboratory that specialises in the manufacture of peptides and DNA oligonucleotides, as well as providing analytical services. Abingdon Health plc and subsidiary companies trade on an arms-length basis with Alta Bioscience and purchases in the financial year totalled £8,000 (2024: £25,000). At 30 June 2025 the balance due to Alta Bioscience was £6,000 (30 June 2024: £nil).
Chris Yates is a director of Find Out From Home LLC and Forsite Diagnostics Limited owns a 19% shareholding in Find Out From Home LLC, a USA-based biotech company providing at-home diagnostic testing, obtained through a service for equity agreement executed during the financial year. Abingdon Health plc and subsidiary companies trade on an arms-length basis with Find Out From Home LLC and sales in the financial year totalled £510,000 (2024: £348,000). At 30 June 2025 the balance due from Find Out From Home was £189,000 (30 June 2024: £115,000 credit balance).
.
The prior period adjustment relates to borrowings which are owed to the parent undertaking being restated from non-current borrowings to current borrowings following a reconsideration of the contractual terms. There is no formal agreement covering borrowings from Abingdon Health Plc and the Company does not have the right to defer settlement of those borrowings for at least 12 months beyond the reporting date; accordingly, classification of those borrowings as due within one year is appropriate.
An exemption has been taken under FRS 101 to not present a third balance sheet.