Final Results 2025

hVIVO plc

("hVIVO", the "Company" or the "Group")

Final Results 2025

Integrated clinical development platform established following a year of strategic progress

Enhanced capabilities and multi-site delivery model support sustainable growth

London, UK - 15 April 2026, hVIVO plc (AIM: HVO), a purpose-built, full-service international clinical development partner and the world leader in human challenge trials, announces its audited results for the year ended 31 December 2025.

Financial highlights

*Adjusted EBITDA is stated before one off exceptional items related to acquisitions & reorganisation costs

**Orderbook has been rebased in 2024 to provide year-on-year comparison to new orderbook inclusion criteria

Operational highlights

Post-period end highlights

Outlook

Yamin 'Mo' Khan, Chief Executive Officer of hVIVO, said: "2025 was a year of significant strategic progress for hVIVO. While the financial performance reflected the anticipated transitional nature of the period, against a backdrop of macroeconomic and sector headwinds, we have entered 2026 with a significantly stronger integrated and diversified offering.

"Following the acquisitions of two Clinical Research Units from CRS and Cryostore, we have expanded into new stages of clinical development and therapeutic areas, reducing our reliance on infectious disease and human challenge trials. This evolved strategy is already delivering results, with our first multi-site contracts signed and growing cross-selling opportunities across the group

"Combining international scale, proprietary infrastructure, owned clinical research sites and in-house consulting expertise under one roof, hVIVO is more than a CRO. We have repositioned ourselves as a purpose-built, full-service early clinical development partner, focused on delivering high-quality data and accelerating our client's path to clinical proof-of-concept."

Investor Presentation

Yamin 'Mo' Khan, Chief Executive Officer, and Stephen Pinkerton, Chief Financial Officer, will provide a brief presentation with Q&A via the Investor Meet Company platform today at 18:00 BST.

The meeting is open to all existing and potential shareholders. Questions can be submitted at any time during the meeting. Investors can sign up to Investor Meet Company for free and add to meet hVIVO here. Investors who already follow hVIVO on the Investor Meet Company platform will automatically be invited.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation ("MAR") EU no.596/2014. Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain. 

For further information please contact:

Notes to Editors

hVIVO plc (AIM: HVO) is a purpose-built, full-service international clinical development partner and the global leader in human challenge trials, serving seven of the world's ten largest biopharma companies.

The Company has an end-to-end platform designed to bring important medicines to patients faster: spanning preclinical strategy, first‑in‑human studies, Phase II patient trials and specialist laboratory services, delivered through a large participant database, wholly owned sites and laboratories across the UK and Germany.

With a combined Group heritage of more than 100 years, hVIVO delivers an accelerated pathway to clinical proof-of-concept through four integrated service lines: Consulting, Clinical Trials, Human Challenge Trials, and Laboratories.

· Consulting provides expert-led preclinical and clinical strategy, encompassing non-clinical, clinical, CMC, pharmacokinetics, data management, biostatistics, and regulatory support to guide trial design, execution, and interpretation.

· Clinical Trials offers Phase I/II CRO services, Phase II/III site services across the UK and Germany, and specialist recruitment through FluCamp, Europe's largest recruitment database.

· Human Challenge Trials leverages hVIVO's state-of-the-art quarantine facility in London - the largest of its kind worldwide - to deliver fast, controlled, high-quality efficacy data through guaranteed viral exposure.

· Laboratories provides cutting-edge virology and immunology laboratory services, including biobanking and sample storage, supporting both challenge trials and standalone client studies.

Chair Statement

A purpose-built platform positioned for long-term growth 

2025 was a year of substantial strategic progress for hVIVO amid challenging trading conditions. After a record year in 2024, the Group was impacted by a difficult macro trading environment across the pharmaceutical services value chain. This affected the broader biotechnology and pharmaceutical sector, including service partners, such as hVIVO. Against this backdrop, the business has demonstrated resilience and successfully executed a strategic repositioning to build on its heritage in HCTs and create the foundations of a full-service, international, early phase clinical development partner.

This transformation creates a platform that has been purpose-built in response to the market environment for early-stage drug development, which is undergoing systemic structural change. Biotech and pharmaceutical companies are facing mounting pressure to generate decisive clinical evidence faster and more cost-effectively, yet most early-stage services remain fragmented. There is a clear need for specialist, mid-sized partners that can both advise clients and execute with therapeutic expertise and scientific credibility across the drug development pathway.

hVIVO now addresses this need through four integrated service lines. Supported by owned infrastructure, specialist expertise and a technology-led approach, and enhanced by the Group's strategic acquisitions of CRS Mannheim & Kiel and Cryostore, these capabilities fundamentally differentiate us from more fragmented similar-sized peers and strengthen our strategic positioning.

In my first six months as Chair, I have been highly impressed by the strength and depth of talent within the hVIVO team and the opportunities enabled by the platform which the Company has built. I accepted this role recognising the short-term challenges but excited by the long-term potential of the business and its position as an early phase partner for biotech and pharmaceutical clients. The critical components for realising this potential are now in place: World-leading capabilities in HCTs; a broader service offering across early clinical development, and expertise in therapeutic areas where specialist service delivers premium value.

Board Evolution 

We were pleased to further strengthen the Board, with the appointment of Richard Cotton as Independent Non-Executive Director in December 2025. Richard brings extensive Board-level and financial expertise, including experience as Audit Chair across multiple life sciences companies.

As the Company enters its next phase of growth, Brendan Buckley has informed the Company of his intention not to stand for re-election at the upcoming AGM. Having co-founded the business, when it was Open Orphan, in 2017 and served on the Board since inception, Brendan has played a central role in the Group's development. On behalf of the Board, I would like to thank him for his significant contribution and commitment and wish him well for the future.

Dividends

The Board has taken the decision not to pay a nominal dividend for 2025, reflecting our focus on reinvestment to support near-term growth initiatives and operational priorities. 

Long-term growth prospects

The integrated service offering brings a greater breadth of opportunities set against a supportive medium-to-long term market backdrop. There is an important future for HCTs, with regulators increasingly prioritising robust early evidence of efficacy, creating favourable conditions for HCTs to play a larger role in development pathways.

The infrastructure is now in place to support long-term growth. As a result of the investments in the Company, the contribution of the CRS and Cryostore acquisitions and the continued execution of the service diversification strategy, the Board expects to return high single digit revenue growth in 2026. 

I would like to take this opportunity on behalf of the Board to thank all of the very talented people within hVIVO for their dedication and commitment. Without their professionalism, expertise and resilience, the Company would not have been able to respond to the challenges and progress the strategic transformation that has positioned hVIVO for sustainable growth.

Shaun Chilton 

Chair 

14 April 2026 

CEO Statement 

Strategic Transformation

hVIVO completed an important strategic repositioning in 2025. External macroeconomic developments, particularly in the US, materially disrupted the infectious disease market and led to significant Human Challenge Trial (HCT) cancellations. Against this backdrop, management remained focused on strengthening the Group's long-term platform and resilience, entering 2026 with a much stronger and more diversified offering.

Revenue for the year was £46.8m (2024: £62.7m), reflecting the impact of a number of cancelled HCT studies. Acquisitions completed at the beginning of the year contributed revenues of £13.1m and were undertaken deliberately to diversify the Group's capabilities and reduce reliance on a single market segment. These acquisitions broaden the Group's service offering and position hVIVO for more sustainable growth over the medium term. 

Despite the revenue shortfall, the Group delivered positive adjusted EBITDA of £1.4m (2024: £16.4m). This reflects disciplined cost management and the benefit of contractual cancellation fees with minimal associated variable costs. As expected, the acquired businesses generated a net adjusted EBITDA loss of £1.4m in their first year of ownership. Integration progressed in line with our plan, with clinical sites and supporting services aligned operationally and commercially. The acquisitions are expected to contribute positively to earnings in the current financial year.

The Group's year end cash position was £14.3m (2024: £44.2m). The reduction reflects the strategic deployment of capital on acquisitions and lower activity in the core HCT business, driven by a lower level of new contract awards during the year. Liquidity has remained under close review throughout the period, which has also influenced the Board's view on dividends pending a normalisation of market conditions. With the acquired businesses expected to be both profitable and cash generative in 2026, alongside early signs of stabilisation in HCT demand, the Group is well positioned to deliver high single digit revenue growth, rebuild cash balances and improve financial performance.

During the year, we successfully integrated our strategic acquisitions, CRS and Cryostore, and following our recent rebrand, now operate under a single unified brand, hVIVO, with the end-to-end platform delivered through wholly owned sites and laboratories across the UK and Germany. This single-partner model is designed to reduce complexity for sponsors, improve execution certainty and accelerate the transition from Phase I to Phase II, a critical inflection point in drug development.

A new operating model 

Following the acquisitions, hVIVO operates as four integrated service lines: 

Consulting 

hVIVO's consulting capability provides early stage scientific, regulatory and development strategy support across the drug development lifecycle, enabling clients to design robust programmes and generate decision ready data from the outset. The Group's consulting services draw on more than 30 years of experience in early drug development, regulatory strategy, clinical pharmacology and biostatistics. 

Consulting teams support sponsors from preclinical planning through to clinical proof-of-concept, advising on target selection, translational strategy, dose rationale, study design, endpoint selection, and regulatory engagement. This includes nonclinical and clinical development strategy, Chemistry, Manufacturing and Controls (CMC), pharmacokinetics and modelling, data management and statistical analysis, as well as regulatory pathway planning across major jurisdictions. 

Clinical Trials

hVIVO provides specialist early phase clinical trial services through owned and controlled clinical research sites, supporting studies from First-in-Human through to Phase II and selected Phase III programmes. The Group's clinical trial offering includes full Phase I and II CRO services, complemented by Phase II and III site services delivered within hVIVO's facilities. 

This model enables greater operational control, reduced variability and accelerated timelines compared to traditional CRO approaches that rely on fragmented third-party site networks. Integrated recruitment capabilities, including specialist participant databases (via Flucamp in the UK and Probandeninfo in Germany) and dedicated recruitment infrastructure, support reliable enrolment across healthy volunteers, patient populations and specialist cohorts.

Human Challenge Trials

Human challenge trials remain a core and differentiating capability of hVIVO. The Group is a global leader in the development and execution of human challenge trials, enabling the rapid and controlled evaluation of vaccines and therapeutics by deliberately exposing healthy volunteers to well characterised pathogens under carefully controlled conditions. 

These models allow sponsors to assess efficacy, biological response and dose selection earlier and more efficiently than traditional field-based studies. In 2025, hVIVO continued to expand its portfolio of commercially available challenge models, reinforcing its leadership across respiratory and infectious diseases and supporting a growing range of vaccine and antiviral programmes. 

Laboratories 

hVIVO's laboratory services provide specialist virology, immunology and biomarker analysis to support early phase clinical development, human challenge trials and standalone laboratory programmes. These services include assay development, sample analysis and data interpretation, delivered within laboratories closely integrated with clinical operations. 

The Group is also developing its laboratory capabilities as a standalone engine of value, providing services to third party clinical trials and research programmes. This includes biobanking and long-term biological sample storage, supported by the integration of Cryostore, a specialist provider of high quality, temperature-controlled storage solutions for clinical and biological materials.

Together, these four service lines form an integrated early phase ecosystem designed to generate high quality human data, reduce development risk and enable faster, more confident decision making for sponsors.

This structure reflects our evolution from a specialist human challenge trial provider into a full-service early clinical development partner capable of supporting clients from preclinical strategy through to Phase III site services.

Operational progress

The integration of CRS has been completed on schedule, and we have realised meaningful synergies across the Group. CRS generated cash in Q4 2025 and remains on track to become earnings accretive in 2026. Importantly, the cross-selling opportunities we anticipated are beginning to materialise. Consulting's methodologists are now supporting Phase I proposals at CRS, and we have secured our first multi-site contracts leveraging our expanded UK and German footprint. CRS has also become a preferred provider for multiple mid-sized pharma clients, with proposals-to-contract conversion rates improving year-on-year compared with 2024.

The strategic rationale for our acquisitions has been validated through operational delivery. During the year hVIVO conducted record Phase III site study work, demonstrating the quality and capability of the team. Our expanded therapeutic expertise now includes cardiometabolic disease, immunology and renal impairment studies, significantly increasing our addressable market. Approximately 30% of CRS contract wins in 2025 were in cardiometabolic diseases, reflecting strong industry demand in this high-growth area. 

Our partnership with Cidara illustrates the strength of our integrated model and recruitment capabilities. We supported the development of Cidara's influenza antiviral candidate CD388 from early proof-of-concept through Phase IIb, including delivery of a human challenge trial, and as both a major clinical site and the central virology laboratory for its Phase IIb field study, during which we screened over 1,100 participants and dosed 817 within six weeks. hVIVO is also serving as the central virology lab for Cidara's Phase III programme for CD388. Following positive Phase IIb results, MSD acquired Cidara for approximately $9.2 billion, validating the value of our integrated model in accelerating drug development and supporting high-value outcomes. 

Our bacterial laboratory fit out at Canary Wharf was completed during the year and is now operational, positioning us to support future bacterial human challenge trials and standalone laboratory contracts. Additionally, positive data from the final stage of our hMPV characterisation study confirmed our contemporary-strain hMPV human challenge model is now ready for vaccine and antiviral trials. 

The Company remains in active discussions with ILiAD Biotechnologies regarding a pivotal Phase III HCT to assess BPZE1, ILiAD's whooping cough vaccine candidate and is currently finalising this agreement. We will provide a further update in due course.

Outlook 

The progress achieved in 2025 has created a strong foundation for sustainable growth and we enter 2026 with guidance for high single-digit revenue growth.

Following a review towards the end of 2025, we have adapted our reporting to provide greater transparency on our contract pipeline. Going forwards, only full Clinical Trial Agreements (CTAs) will be announced and included in our orderbook, instead of Start-Up Agreements (SUAs), where there remains a higher risk of trial cancellations. This will provide the Company and investors with greater clarity and certainty on contracted studies and forward guidance.

The Group entered 2026 with an orderbook of £30 million, with a more diversified revenue base than in prior periods. The orderbook now contains a greater proportion of smaller, repeatable contracts across our four service lines, rather than reliance on a small number of large HCT contracts. This shift supports more predictable revenue growth over time. Following the recently announced contracts with Traws Pharma, the orderbook has been significantly bolstered.

We are encouraged by the strength and breadth of our sales pipeline across all four service lines. The trend of increasing aggregate value of customer proposals has continued into 2026, providing a positive indicator for medium-term revenue growth. We have seen improved conversion rates at CRS year-on-year versus 2024, and cross-selling opportunities between Clinical Site Services and Consulting continue to materialise.

We have identified three key growth initiatives, which all leverage existing infrastructure and capacity: 

· Expand our cardiometabolic specialism; including obesity and diabetes, supported by increasing industry investment and demand for early-stage expertise in complex indications;

· Broaden our respiratory portfolio beyond viral disease into asthma and COPD, across both challenge and non-challenge studies; and

· Scale laboratory services as a standalone growth driver; supported by increasing Phase I and II demand and recent commercial traction.

These initiatives, combined with the operational improvements and cross-selling opportunities, provide multiple pathways to revenue growth and margin gains. 

hVIVO is more than a CRO. We are a purpose-built, expert-led partner delivering an accelerated pathway to clinical proof-of-concept through decisive, high-quality data generation. Our integrated model enables clients to work with one expert partner under a single contract, reducing handoffs, accelerating timelines and enabling evidence-led progression decisions that reduce risk and improve capital efficiency. By addressing some of the most complex challenges in drug development, hVIVO is well positioned to help bring important medicines to patients faster. 

Dr Yamin 'Mo' Khan 

CEO 

14 April 2026 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2025

All activities relate to continuing operations.

The notes following the financial statements are an integral part of these financial statements.

Consolidated and Company Statements of Financial Position

As at 31 December 2025

The notes following the financial statements are an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board on 14 April 2026.

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent Company's Statement of Comprehensive Income. The loss for the parent Company for the year was £8,113,000 (2024: loss of £1,878,000).

Consolidated and Company Statement of Changes in Shareholders' Equity

For the year ended 31 December 2025

Consolidated and Company Statement of Cash Flows

For the year ended 31 December 2025

Notes to the financial statements

For the year ended 31 December 2025

1. Presentation of the financial statements

Description of business

hVIVO plc Group is a specialist early clinical services group, providing services from early phase pre clinical consultancy through to Phase II trials, supporting drug development and is the world leader in the testing of vaccines and antivirals using human challenge clinical trials.

hVIVO plc (the "Company") is a company incorporated in England and Wales. The Company is a public limited company, limited by shares, listed on the AIM market of the London Stock Exchange.

Basis of preparation

The financial statements have been prepared in accordance with the Group's accounting policies approved by the Board and described in Note 2, 'Summary of significant accounting policies'. Information on the application of these accounting policies, including areas of estimation and judgement is given in Note 3, 'Critical accounting estimates and judgements'. The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The financial statements have been prepared in accordance with UK adopted international accounting standards (IFRS), and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. Figures are presented in thousands of pounds sterling (£'000), unless otherwise indicated.

These financial statements comprise the accounts of hVIVO plc and its subsidiaries (the "Group") for the year ended 31 December 2025. A list of subsidiaries is set out in note 17.

Parent company financial statement

The financial statements of the parent company, hVIVO plc, have been prepared in accordance with UK adopted international accounting standards (IFRS), and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

Going concern

The financial statements have been prepared using the historical cost convention modified by the revaluation of certain items, as stated in the accounting policies, and on a going concern basis. The Directors have prepared forecasts including cash and working capital, extending for at least 12 months from the signing of these financial statements, and consider the use of the going concern basis to be appropriate.

2. Summary of significant accounting policies

Consolidation

Entities over which the Group has the power to direct the relevant activities so as to affect the returns to the Group, generally through control over the financial and operating policies, are accounted for as subsidiaries. Where the Group has the ability to exercise significant influence over entities, they are accounted for as associates. Interests acquired in entities are consolidated from the date the Group acquires control and interests sold are de‐consolidated from the date control ceases.

Transactions and balances between subsidiaries are eliminated and no profit before tax is taken on sales between subsidiaries until the products are sold to customers outside the Group. The relevant proportion of profits on transactions with associates is also deferred until the products are sold to third parties.

Associates

Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost less any fair value adjustment. There were no such investments during the year or at year end.

New and revised accounting standards and amendments effective for the current period

The Group has adopted the following amendments to IFRS Accounting Standards, with no material impact to the Group in the year ended 31 December 2025:

· Lack of Exchangeability - Amendments to IAS 21

New accounting standards, amendments and interpretations not yet effective, and which have not been early adopted

IFRS 18 - Presentation and Disclosure in Financial Statements becomes effective for reporting periods starting 1 January 2027. The Board is still assessing the potential impact of IFRS 18. Although the adoption of IFRS 18 will have no impact on the Group's profit after taxation, there will be an impact on presentation of the primary financial statements and certain disclosures.

Other standards and amendments that are effective for subsequent reporting periods beginning on or after 1 January 2026 and have not been early adopted by the Company are not expected to have a significant impact on the Financial Statements in the period of initial application and therefore detailed disclosures have not been provided.

Presentational change to the Statement of Cash Flows

For the year ended 31 December 2025, the impact of Other operating income (mainly R&D tax credits) on the Statement of Cash Flows is no longer shown separately. In previously published financial statements, R&D tax credit cash received was shown in a separate line on the Statement of Cash Flows. This presentational change is more aligned with peers. The prior year Consolidated Statement of Cash Flows has been updated to reflect this change of presentation.

Foreign currency translation

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in pounds sterling, which is the functional and presentation currency of the main operating entities.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions where items are re‐measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year‐end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income within 'direct project and administrative expenses', except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.

The results and financial position of all the Group entities (none of which has the currency of a hyper‐inflationary economy) that have a functional currency different from the presentation currency are translated into the presentational currency as follows:

· assets and liabilities presented are translated at the closing rate at the date of that reporting period;

· income and expenses are translated at average exchange rates; and

· all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to other comprehensive income. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the Statement of Comprehensive Income as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

Segmental reporting

Operating segments are reported in a manner consistent with the internal monthly management reporting provided to the chief operating decision‐makers (CODM). The CODM have been identified as the Executive Directors and Non‐Executive Chair.

Internal management reporting provided to the CODM is on a consolidated basis. Management therefore considers the Group to be one business unit and therefore one reporting segment for disclosure in these financial statements.

Revenue from contracts with customers

The Group enters into fixed‐price and variable-price contracts with customers. Revenue is recognised at an amount that reflects the consideration to which the Group expects to be entitled in exchange for the goods or services. Under IFRS 15 Revenue from Contracts with Customers ('IFRS 15'), a clinical trial service is a single performance obligation. Revenue is recognised as the single performance obligation is satisfied. The progress towards completion is measured based on a combination of several input measures including project costs and hours incurred as a proportion of total project costs and hours at each reporting period.

Payment terms tend to vary between 30 and 60 days.

Provisions for losses to be incurred on contracts are recognised in full in the period in which it is determined that a loss will result from the performance of the contractual arrangement.

The difference between the amount of revenue from contracts with customers recognised and the amount invoiced on a particular contract is included in the Statement of Financial Position as either deferred income or accrued income. Amounts become billable in advance upon the achievement of certain milestones, in accordance with pre‐agreed invoicing schedules included in the contract or on submission of appropriate detail. Any cash payments received as a result of this advance billing are not representative of revenue earned on the contract as revenues are recognised over the period during which the specified contractual obligations are fulfilled. Amounts included in deferred income are expected to be recognised within one year and are included within current liabilities.

In the event of contract termination, if the value of work performed and recognised as revenue from contracts with customers is greater than aggregate milestone billings at the date of termination, cancellation clauses provide for the Group to be paid for all work performed to the termination date.

Other operating income (mainly research & development tax credits)

R&D tax credits are government backed tax incentives that allow companies to claim back some of the costs they have incurred on research, development and innovation. Credits which are taxable receipts are shown in other operating income. Credits which reduce the amount of income tax due are included in the income tax charge/(credit).

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

Exceptional items

These are items of an unusual or non‐recurring nature incurred by the Group and include transactional costs and one‐off items relating to business combinations, such as acquisition expenses, restructuring and redundancy costs.

Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and any provision for impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the asset and bringing the asset to its working condition for its intended use.

All other repairs and maintenance are charged to the Statement of Comprehensive Income during the financial period in which they are incurred.

Depreciation on assets is calculated using the straight‐line method to allocate asset cost to its residual value over its estimated economic useful life, as follows:

· Leasehold improvements the expected life of the lease, three to ten years

· Plant & machinery four years

· Fixtures & fittings three to ten years

The assets' residual values and useful economic lives are reviewed annually, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying value is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on the disposal of assets are determined by comparing the sale proceeds with the carrying amount and are recognised in direct project and administrative costs in the Statement of Comprehensive Income.

Goodwill

Goodwill arises in a business combination and is the excess of the consideration transferred to acquire the business over the underlying fair value of the net identified assets acquired. Goodwill is not amortised but is tested for impairment at least annually and upon the occurrence of an indication of impairment. The Group tests for impairment on a single cash generating unit basis.

Intangible assets

Intangible assets are stated at cost less accumulated amortisation and impairment losses. Useful lives of intangibles are reviewed and adjusted if appropriate at each reporting date. Amortisation is charged to the Statement of Comprehensive Income on a straight-line basis over the estimated useful lives of intangible assets, as follows:

· Customer relationships four to nine years

· Software and other three to five years

Impairment of non‐financial assets

Assets that have an indefinite life such as Goodwill are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of an asset's 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.

Impairment of goodwill is not reversed. For other intangible assets, where an impairment loss subsequently reverses, the carrying amount of the asset 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.

Leases

The Group recognises right-of-use assets under lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets, which are charged to the Statement of Comprehensive Income as incurred. Right-of-use assets owned by third parties under lease agreements are capitalised at the inception of the lease and recognised in the Statement of Financial Position. The corresponding liability to the lessor is recognised as a lease liability. The carrying amount is subsequently increased to reflect interest on the lease liability and reduced by lease payments made.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.

Finance costs are charged to the Statement of Comprehensive Income so as to produce a constant periodic rate of charge on the remaining balance of the lease liabilities for each accounting period.

If modifications or reassessments of lease obligations occur, the lease liability and right-of-use asset are remeasured.

Inventories

Inventories are reported at the lower of cost (purchase price and/or production cost) and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and applicable variable selling expenses.

The Group recognises specific costs of developing a new challenge model virus as Virus inventory once technical and commercial feasibility are certain. Costs of development prior to confirmed feasibility are expensed as incurred.

Financial instrumentsFinancial assets

The financial assets of the Group consist of trade receivables, other receivables, accrued income and cash and cash equivalents. The Group's financial assets are measured at amortised cost. The measurement basis is determined by reference to both the business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. A lifetime expected credit loss (ECL) allowance is recorded on initial recognition of a financial asset. If there is subsequent evidence of a significant increase in the credit risk of an asset, the allowance is increased to reflect the full lifetime ECL. If there is no realistic prospect of recovery, the asset is written off. ECLs are recognised in the Statement of Comprehensive Income.

Cash and cash equivalents

Cash and short‐term deposits in the Statement of Financial Position comprise cash at bank and in hand and short‐term deposits with an original maturity of less than three months.

Financial liabilities

The financial liabilities of the Group consist of trade payables, other payables, accrued expenses and lease liabilities. The Group's financial liabilities are measured at amortised cost.

Current and deferred income tax

The tax expense comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income where the associated tax is also recognised in other comprehensive income.

The current income tax charge is calculated on the basis of the tax laws enacted at the reporting period date in the countries where the Company and its subsidiaries operate and generate taxable income. Management evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax assets are recognised for all deductible temporary differences, carry‐forward of unused tax assets and tax losses, to the extent that they are regarded as recoverable. They are regarded as recoverable where, on the basis of available evidence, there will be sufficient taxable profits against which the future reversal of the underlying temporary differences can be deducted.

The carrying value of the amount of deferred tax assets is reviewed at each reporting period date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all, or part, of the tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on the tax rates (and tax laws) that have been substantively enacted at the reporting period date.

Share capital

Ordinary Shares and Deferred Shares are classified as equity. Proceeds in excess of the nominal value of shares issued are allocated to the share premium account and are also classified as equity. Incremental costs directly attributable to the issue of new Ordinary Shares or options are deducted from the share premium account.

Employee benefits

Pension obligations - defined contribution

Group companies operate a pension scheme with defined contribution plans, under which the Group pays fixed contributions into a separate entity with the pension cost charged to the Statement of Comprehensive Income as incurred.

The Group has no further obligations once the contributions have been paid.

Pension obligations - defined benefit

The Group provides benefits under defined benefit pension schemes. The defined benefit obligation represents the present value of the defined benefit obligation at the reporting date. The defined benefit obligation is calculated annually using the projected unit credit method and is discounted using market yields on high‑quality corporate bonds with maturities consistent with the expected duration of the obligations.

Remeasurements, comprising actuarial gains and losses, are recognised immediately in other comprehensive income and are not reclassified to profit or loss.

Service cost is recognised in operating profit within administrative expenses. Net interest on the net defined benefit obligation is recognised in finance income or costs.

Share‐based payment

Where equity-settled share options and warrants are awarded to Directors and employees, the fair value of the options and warrants at the date of grant is charged to the Statement of Comprehensive Income over the vesting period and the corresponding entry recorded in the share‐based payment reserve. Non‐market vesting conditions are reflected by adjusting the number of equity instruments expected to vest at each reporting date so that, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

3. Critical accounting estimates and judgements

In the process of applying the Group's accounting policies, management has made accounting judgements in the determination of the carrying value of certain assets and liabilities. Due to the inherent uncertainty involved in making assumptions and estimates, actual outcomes may differ from those assumptions and estimates. The following judgements have the most significant effect on the amounts recognised in the financial statements.

(a) Impairment of goodwill and cost of investments and associates

The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2. The recoverable amount of the cash‐generating unit has been determined based on value‐in‐use calculations. These calculations require the use of estimates as set out in note 14 Goodwill. In addition, the Group has also considered the impairment of the investments in subsidiary undertakings and associates as set out in note 17 Investments in subsidiaries and associates. During the year ended 31 December 2025, due to the Group's plans to move operations out of Ireland, the Company fully impaired its investment in Open Orphan DAC, recognising an impairment charge of £5,716,000.

(b) Impairment of intra-group receivables (Company only)

Trade and other receivables are carried at the contractual amount due less any estimated provision for non‐recovery. Provision is made based on a number of factors including the age of the receivable, previous collection experience and the financial circumstances of the counterparty. During the year ended 31 December 2025, the assessment of intra-Group receivables lead to a net impairment charge of £14,000, which included a reversal of previously impaired balances. The recoverability of intra-Group balances will be reassessed at each reporting period.

(c) Deferred tax assets

Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised. See note 11. In the current and prior years, only losses relating to hVIVO Services Ltd have been recognised as a deferred tax asset. Deferred tax assets in subsidiaries other than hVIVO Services Ltd have only been recognised to the extent that they reduce a deferred tax liability with the right to offset within the same jurisdiction.

(d) Revenue

Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management. At each period end, management reviews each material individual contract to assess whether any anticipated losses should be recognised immediately.

(e) Virus inventory

In valuing virus inventory, management is required to make assumptions in relation to the future commercial use of the inventory, which is primarily for external client revenue engagements. This includes consideration of both the current business pipeline and management's estimates of the future virus requirements, based on its significant knowledge and experience in the field of virology.

(f) Research and development tax credits

The Group's research and development tax credits claims in its various jurisdictions are complex and require management to make assumptions, with appropriate external tax advice, in building the methodology for the claim, interpreting research and development tax legislation in relation to the Group's specific circumstances, and agreeing the basis of the Group's tax computations with relevant Tax Authorities.

(g) Leasehold provisions

Provisions for dilapidations and onerous lease commitments are recognised when the Group has a present or constructive obligation as a result of past events. The recognition of provision requires management to make best estimates of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. There is reasonable uncertainty around the likelihood and timing of the exit of the lease. The provision is discounted for the time value of money.

4. Segmental analysis

The Directors are responsible for resource allocation and the assessment of performance. In the performance of this role, the Directors review the Group's activities, in the aggregate. The Group has therefore determined that it has only one reportable segment under IFRS 8 Operating Segments, which is 'medical and scientific research services'.

The following table summarises the external revenue generated from customers and information about the Group's segment assets (non-current assets excluding financial instruments, deferred tax assets and other financial assets) by geographical location. The Group has identified its geographical segments for revenue from external customers based on the regions in which its customers are incorporated.

During the year ended 31 December 2025, the Group had three customers who generated revenue greater than 10% of total revenue (2024: four customers). These customers generated 14%, 11% and 11% of revenue (2024: 31%, 16%, 14% and 13% of revenue).

5. Other operating income

Other operating income mainly represents research and development tax credits (R&D tax credits) received to fund research and development activities around the Group.

hVIVO Services Limited, can claim UK R&D incentives. Venn Life Sciences Biometry Services S.A.S. can claim Credit Tax Research ('CIR') payments in France and Venn Life Sciences ED B.V. can claim R&D credits against payroll taxes in the Netherlands.

6. Expenses - analysis by nature

The following items have been included in operating profit:

Also included within operating profit are exceptional items as shown below:

Services provided by the Company's auditor and its associates. During the year the Group (including its overseas subsidiaries) obtained the following services from the Company's auditor and its associates:

7. Directors' emoluments

See further disclosures within the Report of the Remuneration Committee.

8. Staff costs

The average number of people employed (including Executive Directors) by the Company was one (2024: nil).

9. Pensions

Defined contribution schemes

The Group operates a number of defined contribution pension schemes whose assets are independently administered. The charge for the year in respect of these defined contribution schemes was £999,000 (2024: £1,024,000). Contributions of £105,000 were payable to the funds at the year end and are included within trade and other payables (2024: £85,000).

Defined benefit scheme

The Group operates a defined benefit pension plan for eligible employees in Germany. The plan is closed to new entrants. Under the plan, the Group is obliged to provide employees with pension benefits based on years of service and salary. The plan is governed by the Group's pension regulation 'Versorgungsordnung VO 2007 vom 20. Dezember 2007', which defines the benefit formula, eligibility conditions, and pension adjustments.

The Group bears the actuarial risk associated with the plan and so is exposed to inflation risk, interest rate risk and longevity risk. The Group is not exposed to any unusual, entity specific, or plan specific risks.

The Group's policy is to match a portion of its obligations through insurance‑based assets. The insurance assets are not considered a qualifying insurance policy for the purposes of IAS 19. The Group remains legally responsible for paying benefits to members directly and any shortfall between the value of the defined benefit obligation and the fair value of insurance schemes will be met by the Group.

The date of the last actuarial valuation was 31 December 2025.

The following assumptions underly the valuation:

Assumptions regarding future mortality experience are set based on actuarial advice and in accordance with published statistics. The mortality tables used for 2025 were "Richttafeln 2018 G" by Klaus Heubeck.

 The net balance of the defined obligation and present value of insurance schemes is shown in Provisions in Non-current assets on the Statement of Financial Position.

A reasonable change to the assumptions used in the actuarial valuations would not result in a material change to the present value of the defined benefit obligation and therefore no sensitivity analysis is presented here.

There were no payments to retirees in 2025.

10. Finance income and costs

11. Taxation

The income tax charge on the Group's results before tax differs from the theoretical amount that would arise using the standard tax rate applicable to the profits of the consolidated entities as follows:

Management only recognises a deferred tax asset when there is evidence that recoverability of the asset is probable, taking into account business forecasts and tax regulations. The entity in which losses are recognised, has seen underlying profitability for both the current and prior year, and expects to continue to be profit making. Therefore, management considers it appropriate to recognise a deferred tax asset.

Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances on a net basis.

The reconciliation of the deferred tax asset is shown below:

The reconciliation of the deferred tax liability is shown below:

The current portion of the deferred tax asset cannot be reliably estimated.

The Group has £16.2m (2024: £9.1m) of tax losses for which a deferred tax asset has not been recognised.

12. Earnings per share

Basic earnings per share has been calculated by dividing the profit attributable to shareholders by the weighted average number of shares in issue during the year.

Diluted earnings per share is calculated after adjusting the weighted average number of shares used in the basic calculation to assume the conversion of all potentially dilutive shares. A potentially dilutive share is a warrant or option where its exercise price is below the average market price of hVIVO shares during the year and any performance conditions attaching to the scheme have been met at the Statement of Financial Position date. For the current year, the effect of options would be to reduce the loss per share and therefore antidilutive, as such the basic and diluted loss per share are the same.

The adjusted profit is used in the calculation of adjusted earnings per share as reconciled below:

The numbers of shares used in calculating basic and diluted earnings per share are reconciled below.

13. Business combinations

a) CRS Acquisition

hVIVO plc completed the acquisition of 100% of the share capital of CRS Clinical Research Services Mannheim GmbH and CRS Clinical Research Services Kiel GmbH (together 'CRS') on 28 January 2025 for cash consideration of £8.4m (€10.0m).

CRS is a German full-service early-phase contract research organisation providing early clinical development services, including first-in-human and proof-of-concept trials, regulatory support and clinical data management.

The Acquisition expands hVIVO's suite of services while also strengthening the Group's existing service offering. The Acquisition brings considerable cross-selling opportunities for the Group as well as a broader client base and more diverse revenue streams. Prior to the acquisition, CRS outsourced a number of services which the Group will now be able to provide in-house, such as laboratory, biometry, and consulting services including CMC, Clinical, PK, as well as regulatory services. The addition of two new sites in continental Europe gives the Group international clinical site capabilities for large field trials and means that it can now offer patient recruitment services in two of Europe's most highly populated countries with high levels of clinical trial activity.

Goodwill arising of £6,851,000 is primarily attributed to established business processes, skilled and experienced staff, industry knowledge and cross-selling opportunities.

During the year ended 31 December 2025, CRS contributed revenues of £12.3m and a loss of £3.6m in the period since acquisition.

If the acquisition had taken place on 1 January 2025, consolidated revenue and loss for the year would have been £47.8m and £6.3m respectively.

The fair value of intangible assets was calculated based on a discounted cashflow model, modelling cashflows related to the identifiable customer contracts over a period of 5 years with no terminal value. The discount rate used was 8%.

b) Cryo Store acquisition

hVIVO plc completed the acquisition of 100% of the share capital of Cryo Store Limited on 26 February 2025 for cash consideration of £3.2m.

Cryo Store Limited operates as a specialist provider of temperature controlled biostorage and cold storage solutions for biological and clinical materials.

The Acquisition provides cross-selling opportunities, expanding hVIVO's client base and further diversifies the Group's revenue streams.

Goodwill arising of £1,157,000 is assigned to the synergies and value embedded in Cryo Store Limited such as established business processes, skilled and experience staff, industry knowledge and cross-selling opportunities.

During the year ended 31 December 2025, Cryo Store Limited contributed revenues of £0.7m and a profit of £0.2m in the period since acquisition.

If the acquisition had taken place on 1 January 2025, consolidated revenue and loss for the year would have been £46.9m and £5.9m respectively.

The fair value of intangible assets was calculated based on a discounted cashflow model, modelling cashflows related to the identifiable customer contracts over a period of 9 years with no terminal value. The discount rate used was 8%.

14. Goodwill