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12 Month Interim Results

25th Jun 2025 07:00

RNS Number : 2627O
RUA Life Sciences PLC
25 June 2025
 

25 June 2025

 

 

 

RUA Life Sciences plc

("RUA Life Sciences", the "Company" or the "Group")

 

Interim Results

 

RUA Life Sciences, the holding company of a group of medical device businesses focused on the exploitation of the world's leading long-term implantable biostable polymer (Elast-EonTM), today announces its unaudited second interim results for the twelve months ended 31 March 2025

 

Highlights:

· Break even achieved with £1k post tax profit (FY2024, £1,440k loss)

· Revenue increased 88% to £4,113k (FY2024: £2,191k), 29% before the consolidation of ABISS revenue from acquisition on 6 September 2024

· Strong Gross profit margin of 77% (FY2024: 81%)

· Strategic purchase of Abiss - £985k of net assets purchased for £68k

· Cash burn over the twelve-month period significantly reduced

· Cash balance £3,567k (31 March 2024: £3,931k) 

 

 

Geoff Berg, Chairman of RUA Life Sciences, commented:

"Compared to other industries, growing a medical device business can be frustratingly slow due to the necessary regulatory requirements; however, the past 12 months have been exceptional, with a doubling in the scale of the business. The new business opportunities being pursued are equally exciting and, if successful, will add further to the growing high-quality revenues."

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596), which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

 

For further information contact:

 

RUA Life Sciences Tel: +44 (0)1294 317073

Geoffrey Berg, Non-Executive Chairman

Bill Brown, Chief Executive

Lachlan Smith, Group Chief Financial Officer

 

 

Cavendish Capital Markets Limited

(Nominated Adviser and Broker) Tel: +44 (0)20 7220 0500

Giles Balleny/Isaac Hooper (Corporate Finance)

Jamie Anderson (Broking)

Michael Johnson (Sales)

 

About RUA Life Sciences

RUA Life Sciences plc is the ultimate parent company of the Group, whose principal activities comprise exploiting the value of its IP & know-how, medical device contract manufacturing and development of medical devices.

 

 

CHAIRMAN'S STATEMENT

 

I am pleased to present the second interim statement covering the 12 month period to 31 March 2025. As previously announced to shareholders, the Company extended its reporting period to 30 September 2025, and the full 18 month period report and accounts will be published during January 2026. These interim accounts do, however, cover a year's trading at RUA and, compared to the previous year-end results, demonstrate the substantial progress made during the year.

 

The focus of the business over the past twelve months has been to increase the size and scale of our medical device and component manufacturing business whilst keeping a tight control over costs. Growing a medical device business in the short term is not straightforward as customer decisions and timelines are driven by strict regulatory considerations rather than shorter term financial objectives. Although frustrating compared to other industries, the compensation tends to be the attractive margins achievable and the longer term nature of supply contracts.

 

Against this general industry background, the results are encouraging.

 

 

Revenue

In the year to 31 March 2025, Group revenues grew by 88% from £2,191k to £4,113k, achieving much of our 2-3 year objective to double revenues within the period. All of the revenue-generating business units have contributed to this growth, with Biomaterials growing 18% from £496k to £587k, the Medical Device and Components business increasing 110% from £1,679k to £3,526k. Of this growth, £550k (33%) was contributed by the UK Contract Manufacture business. On 6 September 2024, the Group acquired the business of ABISS France, and in the period from the acquisition to 31 March 2025, contributed further revenue of £1,296k.

 

 

Gross Profit

Over the period, gross profits increased by 79% from £1,776k to £3,172k. The Gross Margin, however, fell from 81% to 77% over the period. This reduction is partly due to the Biomaterials business, on which gross margins remain at over 94%, being diluted by the faster-growing contract manufacturing business. The margins were also depressed by the integration of ABISS Group. The underlying margin in both the Biomaterials and UK Contract manufacture business increased during the period, but the Gross Margin recognised at ABISS during the period was a lower 68% reflecting on consolidation the fair value of work in progress held on the date of acquisition. The normal gross margin at ABISS has historically been around 75% and is expected to return to those levels in the medium term.

 

Other Income

Other income is represented in the main by the bargain purchase gain on the acquisition of ABISS. Having concluded the fair value calculation of the assets and liabilities of ABISS, the gain amounts to £917k. Of this gain £322k reflects the recognition of the work in progress, the attributed value of which had the resultant depressing impact on gross margin recognised on consolidation.

 

 

Costs

A key objective is to control the costs within the business. Over the period, administration costs increased by 10% to £4,161. This increase is represented by the overheads within the acquired ABISS business of £757k and savings made within the UK business as a result of an organisational restructure enabling higher levels of activity and efficiency.

 

Break-even for the period

As a result of tight cost control, growth in revenues and the initial benefits of the ABISS acquisition, a small post-tax profit of £1k was achieved compared to a loss of £1,440k in the comparative 12 month period.

 

 

 

 

 

Cash

Over the 12 months to March, the business saw consolidated cash balances reduce from £3.9m to £3.6m, representing cash consumption of £0.3m. This reduced level of cash burn demonstrates improved cost control, and management is committed to further reducing cash burn over the remaining six months of the financial period to September 2025.

 

 

Acquisition of ABISS

On acquisition, RUA paid £68k for the entire issued share capital of ABISS (France), together with a 60% interest in ABISS (Poland), a distributor of ABISS-manufactured medical devices. The (preliminary) fair value of the identified net assets on acquisition has been adjusted to £985k, resulting in a bargain purchase gain of £917k.

 

 

ABISS is the legal manufacturer of pelvic floor repair devices under CE Mark and a subcontract manufacturer of the same devices for a US manufacturer. ABISS was purchased with a short-term order backlog, which was fulfilled in the period. However overall, inventory levels at ABISS's customer had been increased to levels higher than required due to the supply chain risk as a result of the status of the former parent of ABISS. There will be a period of reduced orders as this excess inventory is worked through the system. However, ABISS is not anticipated to be a drag on the Group during this period.

 

There are structural changes in the competitive landscape within the European pelvic floor device market, driven by two of the market's major players. One has withdrawn entirely from the European market, while another has transferred its product portfolio to a business with no current European presence. The structural impact is believed to affect around 70% of an estimated market of more than €25 million. These products will still require to be sourced by hospitals. ABISS 's customers should benefit from this opportunity, but ABISS is also seeking to expand its distribution networks for its own product range. ABISS has manufacturing capacity to supply a significantly larger market share, and as an indication of the operational gearing within the business, it has historically achieved a 30% net margin on revenues of over €3 million.

 

 

Business review

Since the equity fund raise in December 2023, significant progress has been made by the business in its objectives of growing the contract manufacturing business and controlling costs. The progress and potential have been accelerated through the purchase of ABISS and deepening relationships with major customers allowing a shorter pathway to profitability. Over the same period, little of the progress made by the Company has been reflected in the share price, and indeed it has not progressed from the heavily discounted price of the fund raise.

 

The business had previously been pursuing a strategy of developing its own devices to bring to market, however, the ability to exploit these business areas was prohibited by the quantity of capital and the cost of that capital. The strategy was therefore switched to focus on the biomaterials and contract manufacturing part of the business.

 

We believe that the historical investment in both grafts and heart valve material will result in revenues to the group through a combination of licensing income and device/component manufacturing revenues. It is however counterproductive to have market expectations based on the potential to exploit IP at a time when the Company is marketing and negotiating potential contracts. Rather than provide a commentary of developments, we will focus on reporting the outcomes of deals once completed.

 

 

Focus for growth

RUA has been profitable on an occasional monthly basis over the period and is much closer to our objectives of being profitable on a sustainable basis. The opportunities for growth identified and being actively pursued are:

· Biomaterials

Continuation of organic growth from existing licensees.

Additional growth opportunities from signing new license agreements in new fields of use.

· Medical Devices and Components

Increase the customer base for Contract Manufacture development projects, leading to long-term supply contracts.

Deepen the relationship with existing customers by supplying more of their supply chain needs for current products.

Introduce existing customers to RUA IP and technology to help develop next-generation devices.

Increase market penetration of ABISS-manufactured devices through both existing and new sales channels.

· Structural Heart and Vascular

Increase IP and royalty revenue from licensing RUA-developed technology (graft and heart valve).

 

As mentioned at the beginning of my report, compared to other industries, growing a medical device business can be frustratingly slow due to the necessary regulatory requirements; however, the past 12 months have been exceptional, with a doubling in the scale of the business. The new business opportunities being pursued are equally exciting and, if successful, will add further to the growing high-quality revenues.

 

Geoff Berg, Chairman24 June 2025

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF PROFIT OR LOSS

 

Unaudited

 

Audited

Note

 

 

Twelve months to 31 Mar 2025

GB£000

 

Twelve months to 31 Mar 2024

GB£000

Revenue

3

4,113

2,191

Cost of sales

(941)

(415)

Gross profit

3,172

1,776

Other income

4

969

79

Administrative expenses

(4,161)

(3,792)

Operating Profit / (loss)

(20)

(1,937)

Net finance income / (expense)

10

(83)

Loss before taxation

(10)

(2,020)

Taxation received / (charge)

11

580

Profit / (Loss) for the period

 

 

 

1

(1,440)

 

Other comprehensive income:

 

Currency translation differences

 

-

-

Total comprehensive income for the period

 

1

(1,440)

 

Total comprehensive income for the period is attributable to:

 

Equity holders of the parent

 

6

(1,440)

Non-controlling interests

 

(5)

-

 

1

(1,440)

Profit/(Loss) per share:

 

Basic & Diluted (GB Pence per share) 

 

-

(4.29)

 

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Unaudited

 

Audited

 

Note

 

 

31 Mar 2025

GB£000

 

31 Mar 2024

GB£000

Assets

 

Non-current assets

Goodwill

5

301

301

Other intangible assets

6

375

419

Property, plant and equipment

7

3,166

2,456

Total non-currents assets

 

 

3,842

 

3,176

 

Current assets

Inventories

8

754

112

Trade and other receivables

9

1,092

950

Cash and cash equivalents

10

3,567

3,931

Total current assets

 

 

5,413

 

4,993

 

 

 

 

 

 

Total assets

 

 

 

9,255

 

8,169

 

 

 

 

 

 

 

Equity

Issued capital

3,103

3,103

Share premium

13,709

13,709

Capital redemption reserve

11,840

11,840

Reserves

(1,375)

(1,485)

Profit and loss account

(19,979)

(19,985)

Total equity attributable to equity holders of the parent company

 

 

7,298

 

7,182

Non-controlling interests

 

 

94

 

-

Total Equity

 

 

7,392

 

7,182

 

 

 

 

 

 

 

Liabilities

Non-current liabilities

 

Borrowings

11

19

132

Lease liabilities

11

620

140

Deferred tax

64

74

Other Liabilities

12

58

87

Total non-current liabilities

 

 

761

 

433

 

 

 

 

 

 

 

Current liabilities

Borrowings

11

234

31

Lease liabilities

11

156

86

Trade and other payables

12

683

408

Other liabilities

12

29

29

Total current liabilities

 

 

1,102

 

554

 

 

 

 

 

 

Total liabilities

 

 

1,863

 

987

 

 

 

 

 

 

Total equity and liabilities

 

 

9,255

 

8,169

 

 

CONDENSED INTERIM CONSOLIDATED CASH FLOW STATEMENT

 

Unaudited

 

Audited

 

 

Twelve months to

 

Twelve months to

 

 

 

31 March 2025

 

31 March 2024

 

 

 

GB£000

 

GB£000

Cash flows from operating activities:

 

Group Profit / (Loss) after tax

 

1

(1,440)

Adjustments for:

 

Gain on bargain purchase

 

(917)

-

Amortisation of intangible assets

 

55

51

Depreciation of property, plant and equipment

 

366

313

Share-based payments

 

110

(35)

Net finance costs

 

(10)

83

Tax credit in year

 

-

(580)

(Increase)/decrease in trade and other receivables

 

180

(362)

(Increase)/decrease in inventories

 

2

(31)

Taxation received

 

(11)

569

(Increase)/decrease in trade and other payables

 

5

104

Net cash flow from operating activities

 

(219)

(1,328)

 

 

Cash flows from investing activities:

 

Purchase of property plant and equipment

 

(62)

(55)

Proceeds from disposal of tangible assets

 

1

25

Acquisition of subsidiary (net of cash acquired)

 

102

-

Interest paid

 

(51)

(55)

Interest received

 

80

-

Net cash flow from investing activities

 

70

(85)

 

 

Cash flows from financing activities:

 

Proceeds from borrowing

 

27

7

Repayment of borrowings and leasing liabilities

 

(223)

(93)

Proceeds from share issue

 

-

3,974

Net cash flow from financing activities

 

(196)

3,888

 

 

Net increase / (decrease) in cash and cash equivalents

 

(345)

2,475

Cash and cash equivalents at beginning of year

 

3,931

1,484

Effect of foreign exchange rate changes

 

(19)

(28)

Cash and cash equivalents at end of the period

 

3,567

3,931

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Issued Share capital

Share Premium

Capital Redemption Reserve

Other Reserve

Non- Controlling Interest

Profit and loss account

Total equity

 

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Balance at 1 April 2023

1,109

11,729

11,840

(1,450)

-

(18,545)

4,683

Shares Issued (Net of Expenses)

1,994

1,980

-

-

-

3,974

Share based payments

-

-

-

(35)

-

-

(35)

Transactions with owners

1,994

1,980

-

(35)

-

-

(3,939)

Total comprehensive income for the period

-

-

-

-

-

(1,440)

(1,440)

Balance at 31 March 2024

3,103

13,709

11,840

(1,485)

-

(19,985)

7,182

Share based payments

-

-

-

110

-

110

Transactions with owners

-

-

-

110

-

-

110

Adjustment to NCI from foreign entity acquisition

-

-

-

-

99

-

99

Total comprehensive income for the period

-

-

-

-

(5)

6

1

Balance at 31 March 2025

3,103

13,709

11,840

(1,375)

94

(19,979)

7,392

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. Reporting entity

 

RUA Life Sciences plc ("the Company") is a public limited company and is domiciled and incorporated in Scotland with number SC170071. The Company is listed on the AIM market of the London Stock Exchange (ticker: RUA, ISIN: GB0033360586)

 

The registered office is

2 Drummond CrescentIrvineAyrshire

KA11 5AN

 

These condensed consolidated interim financial statements as at and for the twelve months ended 31 March 2025 comprise the company and its subsidiaries (together referred to as 'the Group'). RUA Life Sciences plc is the ultimate parent company of the Group, whose principal activities are contract design and manufacture of medical devices and exploiting the value of its IP and know-how.

 

 

2. Basis of preparation

 

These interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 March 2024 were approved by the Board of Directors on 23 July 2024 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

 

As permitted, these interim financial statements have been prepared in accordance with UK AIM Rules and UK-adopted IAS 34, "Interim Financial Reporting". They should be read in conjunction with the annual financial statements for the year ended 31 March 2024, which have been prepared in accordance with UK-adopted international accounting standards, consistent with the IFRS framework adopted in UK law. The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 March 2024, as described in those annual financial statements.

 

Where new standards or amendments to existing standards have become effective during the year, there has been no material impact on the net assets or results of the Group.

 

The financial information is presented in pounds Sterling, which is the functional and presentational currency of the Company. Balances are rounded to the nearest thousand (£'000) except where otherwise indicated.

 

These Interim Financial Statements were authorised for issue by the Company's Board of Directors on 24 June 2025.

 

 

Going concern

 

The Directors have considered the applicability of the going concern basis in the preparation of the financial statements. This included the review of financial results, internal budgets and cash flow forecasts for the period of at least 12-months following the date of approval of these interim financial statements.

In assessing whether the going concern assumption is appropriate, the directors have considered the Group's existing working capital and are of the opinion that the Group has adequate resources to undertake its planned program of activities for a period of at least 12 months from the date of approval of these financial statements.

 

Principal Risks and Uncertainties

The principal risks and uncertainties affecting the business activities of the Group remain those detailed on pages 22-24 of the Annual Report 2024, a copy of which is available on the Company's website www.rualifesciences.com 

 

Profit/(Loss) per share

Profit/(Loss) per share has been calculated on the basis of the result for the period after tax, divided by the weighted average number of ordinary shares in issue in the period of 62,060,272. (31 March 2024: 62,060,272).

 

3. BUSINESS SEGMENTS AND REVENUE ANALYSIS

The principal activity of the RUA Life Sciences Group comprises exploiting the value of its IP & know-how, medical device manufacturing and development of cardiovascular devices.

 

Following the acquisition of the ABISS Group on 6th September 2024 and an internal organisation and reporting review, the Board has decided to rename the business segment formerly known as Contract Manufacturing to Medical Devices and Components to more accurately describe it. This change incorporates revenues generated from contract manufacturing of medical devices, manufacturing and sale & distribution of medical devices into a single reporting segment. This change is consistent with both how the business will be managed and be reported internally in the future. The following analysis by segment is presented in accordance with IFRS 8 on the basis of those segments whose operating results are regularly reviewed by the Chief Operating Decision Maker (considered to be the Chief Executive Officer) to assess performance and make strategic decisions about the allocation of resources. Segmental results are calculated on an IFRS basis.

 

A brief description of the segments of the business is as follows:

 

· Biomaterials - Licensor of Elast-EonTM polymers to the medical device industry.

· Medical Devices and Components - End-to-end contract developer, manufacturer, and seller of medical devices and implantable fabric specialist.

· Vascular - Development and commercialisation of the Group's Elast-Eon sealed Vascular Graft products.

· Structural Heart - Development of the Group's Elast-Eon composite heart valve material AurTexTM.

 

Operating results which cannot be allocated to an individual segment are recorded as central and unallocated.

 

Segment revenue represents revenue from external customers arising from sale of goods and services. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

 

The Group's revenue from continuing operations to destinations outside the UK amounted to 100% (year to 31 March 2024: 100%). The revenue analysis below is based on the region of registration of the customer:

 

 

The Group's revenue for 12 months to 31 March 2025 is segmented as follows:

 

Analysis of revenue by income stream

 

 

 

 

 

 

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Biomaterials

Medical Devices & Components

Vascular

Structural Heart

Central and unallocated

Total

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Manufacture and sale of

Medical Devices

-

3,526

-

-

-

3,526

Royalty revenue

587

-

-

-

-

587

Total

587

3,526

-

-

-

4,113

 

 

Analysis of revenue by geographical location

 

 

 

 

 

 

 

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Biomaterials

Medical Devices & Components

Vascular

Structural Heart

Central and unallocated

Total

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Europe

159

524

-

-

-

683

North America

377

2,981

-

-

-

3,358

Middle East

51

-

-

-

-

51

Asia Pacific

0

20

0

0

0

20

Africa

0

1

0

0

0

1

Total

587

3,526

-

-

-

4,113

 

 

The Group's revenue for 12 months to 31 March 2024 is segmented as follows:

 

Analysis of revenue by income stream

 

 

 

 

 

 

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Biomaterials

Medical Devices & Components

Vascular

Structural Heart

Central and unallocated

Total

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Manufacture and sale of

Medical Devices

-

1,679

16

-

-

1,695

Royalty revenue

496

-

-

-

-

496

Total

496

1,679

16

-

-

2,191

 

 

Analysis of revenue by geographical location

 

 

 

 

 

 

 

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Biomaterials

Medical Devices & Components

Vascular

Structural Heart

Central and unallocated

Total

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Europe

158

38

-

-

-

196

North America

288

1,641

16

-

-

1,945

Middle East

50

-

-

-

-

50

Asia Pacific

-

-

-

-

-

-

Africa

-

-

-

-

-

-

Total

496

1,679

16

-

-

2,191

 

 

The Group's Segmental analysis for 12 months to 31 March 2025 is segmented as follows:

 

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Biomaterials

Medical Devices & Components

Vascular

Structural Heart

Central and unallocated

Total

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Consolidated group revenues from external customers

587

3,526

-

-

-

4,113

Contributions to group operating loss

553

166

(672)

(426)

359

(20)

Depreciation

-

267

82

14

3

366

Amortisation of intangible assets

-

47

-

-

8

55

Segment assets

293

4,063

665

114

4,120

9,255

Segment liabilities

6

1,242

233

5

377

1,863

Intangible assets - goodwill

-

301

-

-

-

301

Other intangible assets

-

180

139

-

56

375

Additions to non-current assets

-

38

2

3

19

62

 

 

 

 

 

 

Additions to non-current assets represent capital expenditure incurred by the Group during the reporting period, including purchases of property, plant and equipment, and right-of-use assets arising from new lease arrangements. This excludes any assets or fair value adjustments recognised as part of business combinations, which are reflected within segment assets but not reported as current period additions.

 

 

 

 

 

 

 

The Group's Segmental analysis for 12 months to 31 March 2024 is segmented as follows:

 

 

 

 

 

 

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Biomaterials

Medical Devices & Components

Vascular

Structural Heart

Central and unallocated

Total

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Consolidated group revenues from external customers

496

1,679

16

-

-

2,191

Contributions to group operating loss

421

931

(1,009)

(465)

(1,815)

(1,937)

Depreciation

-

135

116

17

45

313

Amortisation of intangible assets

-

43

-

-

8

51

Segment assets

225

1,527

1,118

232

5,067

8,169

Segment liabilities

5

218

383

22

359

987

Intangible assets - goodwill

-

301

-

-

-

301

Other intangible assets

-

216

139

-

64

419

Additions to non-current assets

-

14

3

-

38

55

 

 

 

4. BUSINESS COMBINATIONS

 

On 6 September 2024, RUA Life Sciences acquired the assets of Analytic Biosurgical Solutions SAS, ("ABISS ") for a cash consideration of £68,000 (€80,000) through a transaction facilitated by the French courts. ABISS was part of a wider medical devices group which went into insolvent liquidation in June 2021 because of the impacts of Covid. Although the parent company was in liquidation, ABISS itself was not placed in receivership/liquidation. ABISS has continued to trade solvently and has traded within its own financial resources. There is no future, deferred or contingent consideration due on this transaction. Further details of the acquisition are detailed in the Chairmans statement.

 

As part of the acquisition, the net identifiable assets' carrying value was determined to be £985,000, which exceeds the total consideration transferred of £68,000. Consequently, a gain on a bargain purchase of £917,000 has been recognised in profit or loss as of the acquisition date.

 

This gain reflects the favourable terms of the transaction, arising primarily from the purchase through court proceedings at a value significantly below the fair value of the assets acquired.

 

The Group intends to complete the review of the fair value of the acquired assets and liabilities during the annual reporting process for the 18-month period ending 30 September 2025, as permitted under IFRS 3-Business Combinations. Thus, the accounting is currently provisional.

 

Details of the Acquisition:

· Date of Acquisition: 6 September 2024

· Consideration Transferred: £68,000

· Carrying Value of Identifiable Net Assets Acquired: £985,000

· Gain on Bargain Purchase: £917,000

· Recognition of Gain: Included under "Other Income" in the Statement of Comprehensive Income for the period ended 31 March 2025

 

The Group continues to assess the fair value of assets and liabilities acquired in the ABISS transaction. As of 31 March 2025, these amounts remain provisional and may be subject to further adjustment as permitted under IFRS 3 during the measurement period. The updated provisional fair values at 31 March 2025 are as follows.

 

 

 

 

 

 

 

 

Details of the consideration paid and the fair value of net assets acquired are as follows:

 

ABISS Group

Provisionally recognised fair value on acquisition

GB£000

Consideration paid

68

Less:

Intangible Assets

11

Property, Plant and Equipment

1,015

Trade receivables

275

Inventory

322

WIP

322

Other Current Assets

107

Cash

170

Trade payables

(106)

Other Current Liabilities

(196)

Other interest-bearing loans and borrowings

(836)

Non-Controlling Interest

(99)

Carrying value of net assets acquired

985

Gain on bargain purchase

917

 

 

5. GOODWILL

 

The final valuation following the acquisition of RUA Medical Devices Limited gave rise to adjustments being required to the value of intangibles recognised in the Interim Report for the six months ended 30 September 2020, and lead to the following goodwill being recognised:

 

No impairment review has been carried out in the six-month period.

 

 

 

GB£000

Gross carrying amount

Balance at 31 March 2024

301

Balance at 31 March 2025

301

 

 

 

6. OTHER INTANGIBLE ASSETS

 

Development costs

Intellectual property

Customer Related

Technology Based

Total

 

GB£000

GB£000

GB£000

GB£000

GB£000

Gross carrying amount

 

At 31 March 2023

337

3,325

247

141

4,050

Additions

-

-

-

-

-

At 31 March 2024

337

3,325

247

141

4,050

Additions

391

5

-

6

402

At 31 March 2025

728

3,330

247

147

4,452

 

 

 

Amortisation and impairment

 

At 31 March 2023

337

3,114

87

42

3,580

Amortisation

-

8

29

14

51

At 31 March 2024

337

3,122

116

56

3,631

Amortisation

-

12

29

14

55

Impairment

391

-

-

-

391

At 31 March 2025

728

3,134

145

70

4,077

 

Net book value

 

At 31 March 2023

-

211

160

99

470

At 31 March 2024

-

203

131

85

419

At 31 March 2025

-

196

102

77

375

 

As part of the acquisition of Analytic Biosurgical Solutions SAS ("ABISS") on 6 September 2024, the Group recognised identifiable intangible assets with a carrying value of £391,000. These assets primarily related to previously capitalised research and development expenditure.

During the measurement period permitted under IFRS 3, management conducted a detailed review of the acquired intangible assets as part of the purchase price allocation process. It was determined that the assets did not possess standalone commercial value. As a result, the full amount was impaired retrospectively in the financial statements, with no residual net book value at the reporting date.

 

7. PROPERTY, PLANT AND EQUIPMENT

 

 

 

 

Land & Buildings

Assets Under Construction

Plant & Machinery

Office Equipment

Motor Vehicles

Total

 

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Cost

 

 

 

 

 

 

At 31 March 2023

1,335

142

1,905

95

25

3,502

Additions

-

-

18

4

33

55

Transfer of Assets

-

(142)

142

-

-

-

Disposals

-

-

-

-

(25)

(25)

At 31 March 2024

1,335

-

2,065

99

33

3,532

Additions

657

-

393

7

20

1,077

Disposals

-

-

(1)

-

-

(1)

At 31 March 2025

1,992

-

2,457

106

53

4,608

 

 

Depreciation

 

At 31 March 2023

180

-

509

50

24

763

Charge

53

-

236

15

9

313

At 31 March 2024

233

-

745

65

33

1,076

Charge

91

-

258

14

3

366

At 30 31 March 2025

324

-

1,003

79

36

1,442

 

 

 

 

Net book value

 

At 31 March 2023

1,155

142

1,396

45

1

2,739

At 31 March 2024

1,102

-

1,320

34

-

2,456

At 31 March 2025

1,668

-

1,454

27

17

3,166

 

 

Included in the net carrying amount of property plant and equipment are right-of-use assets as follows:

Buildings (Leased)

 

Plant & Machinery (Leased)

 

Motor Vehicles (Leased)

 

Total

 

GB£000

 

GB£000

 

GB£000

 

GB£000

Cost

 

 

 

At 31 March 2023

-

 

391

 

25

 

416

Additions

-

33

33

Disposals

-

-

(25)

(25)

At 31 March 2024

-

 

391

 

33

 

424

Additions

656

8

19

683

At 31 March 2025

656

 

399

 

52

 

1,107

 

Depreciation

 

 

 

At 31 March 2023

-

 

48

 

24

 

72

Charge

-

30

9

39

At 31 March 2024

-

 

78

 

33

 

111

Charge

50

28

3

81

At 31 March 2025

50

 

106

 

36

 

192

 

Net book value

 

 

 

At 31 March 2023

-

343

1

344

At 31 March 2024

-

313

-

313

At 31 March 2025

606

 

293

 

16

 

915

 

8.  INVENTORIES

Inventories consist of the following:

 

 

Unaudited

Audited

 

 

Twelve months to 31 Mar 2025

Twelve months to 31 Mar 2024

 

 

GB£000

GB£000

Raw Materials

215

59

Work in Progress

372

53

Finished Goods

167

-

 

 

754

112

 

The cost of inventories recognised as an expense and included in cost of goods sold amounted to £212k (2024: £36k).

 

9. TRADE AND OTHER RECEIVABLES

 

 

Unaudited

Audited

 

 

Twelve months to 31 Mar 2025

Twelve months to 31 Mar 2024

 

 

GB£000

GB£000

Current:

 

Trade receivables - gross

 

 

519

301

Allowance for credit losses

 

 

-

-

Trade receivables net

 

 

519

301

Tax credit due

 

 

-

189

Prepayments and accrued income

 

 

573

460

 

 

1,092

950

 

10.  CASH AND CASH EQUIVALENTS

 

 

Unaudited

Audited

 

 

Twelve months to 31 Mar 2025

Twelve months to 31 Mar 2024

 

 

GB£000

GB£000

Cash at bank and in hand

3,567

3,931

 

 

 

3,567

3,931

 

11. BORROWINGS & LEASE LIABILITIES

 

 

Unaudited

Audited

 

 

Twelve months to 31 Mar 2025

Twelve months to 31 Mar 2024

 

 

GB£000

GB£000

Current:

 

Bank Loans

234

31

Lease Liabilities

156

86

390

117

Non-current:

Bank loans

19

132

Lease Liabilities

620

140

639

272

Total Borrowings & Lease Liabilities

1,029

389

 

Bank loans

 

Lease liabilities

 

Total

 

GB£000

 

GBP£000

 

GB£000

Repayable in less than 6 months

176

85

261

Repayable in 7 to 12 months

58

71

129

Repayable in 1 to 5 years

19

439

458

Repayable after 5 years

-

181

181

 

253

776

1,029

 

 

£117,519 of bank loans is secured on the property at 2 Drummond Crescent, Irvine, Ayrshire and subject to a bond and floating charge over the Group's assets. Secured bank loans carry a variable rate of interest, which were between 6% and 7.8%.

£14,787 of bank loans is an unsecured UK government support loan. Unsecured bank loans carry an effective rate of interest at 9%.

 

£121,171 of bank loans is an unsecured French government support loan. Unsecured bank loans carry an effective rate of interest at 6%.

 

The lease liabilities are secured by the related underlying assets. Lease borrowings carry fixed rates of interest, ranging between 4.0% and 9.6%.

 

Reconciliation of change in lease liabilities:

 

 

GB£000

As at 1 April 2023

282

Payment of lease liability - principal

(58)

Payment of lease liability - interest

(41)

Interest expense

41

Additions

2

Disposals

-

As at 31 March 2024

226

 

 

Payment of lease liability - principal

(132)

Payment of lease liability - interest

(39)

Interest expense

39

Additions

682

Disposals

-

As at 31 March 2025

776

 

12. TRADE AND OTHER PAYABLES

 

 

 

Unaudited

Audited

 

 

 

Twelve months to 31 Mar 2025

Twelve months to 31 Mar 2024

 

 

 

GB£000

GB£000

Current liabilities:

Trade payables

110

140

Other payables

180

46

Accruals and deferred income

393

222

 

 

683

408

Other Liabilities (Grant Income)

 

 

87

116

Total Trade and Other Payables

 

 

770

524

Deferred grant income is included within other liabilities in the Consolidated Statement of Financial Position. £29,000 (2024: £29,000) is included in current liabilities and £58,000 (2024: £87,000) is included in Non-current Liabilities.

 

13. SUBSEQUENT EVENTS

None to report.

14.  ISSUED SHARE CAPITAL

The Company's issued share capital as at 31 March 2025 comprises 62,060,272 Ordinary Shares of which none are held in treasury.

 

 

15. INTERIM ANNOUNCEMENT

The interim results announcement was released on 25 June 2025. A copy of this Interim Report is also available on the Company's website www.rualifesciencs.com.

 

CORPORATE INFORMATION AND ADVISERS

 

 

HEAD OFFICE

2 Drummond Crescent

Irvine

Ayrshire

KA11 5AN

REGISTERED OFFICE

2 Drummond Crescent

Irvine

Ayrshire

KA11 5AN

 

web: www.rualifesciences.com

email: [email protected]

 

 

NOMINATED ADVISER AND BROKER

REGISTRARS

Cavendish Capital Markets Limited

Equiniti Limited

One Bartholomew Close

Aspect House

London

Spencer Road

EC1A 7BL

West Sussex

 

BN99 6DA

 

 

LAWYERS

 

Burness Paull LLP

50 Lothian Road

Festival Square

Edinburgh

EH3 9WJ

INDEPENDENT AUDITOR

RSM Audit UK LLP

Centenary House

69 Wellington Street

Glasgow

G2 6HG

 

Registered in Scotland, Company No.SC170071

 

Financial statements will be available to Shareholders from the Company Website, along with copies of the announcement. Dealings permitted on Alternative Investment Market (AIM) of the London Stock Exchange.

 

 

 

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