THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UNITED KINGDOM LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Light Science Technologies Holdings plc

("LSTH", "Light Science", the "Company" or the "Group")

Interim Results and Trading Update

Springboard for a strong trading performance in H2 2026

Light Science Technologies Holdings plc (AIM: LST), the innovative technology and manufacturing business providing real-world solutions targeting issues including fire safety and global food security, announces its unaudited interim results for the six months ended 31 May 2026 (the "Period").

This was a transformational Period, during which LSTH raised £6.6m (£6.1m net), leading to the completion of three strategic acquisitions that are now materially reshaping the Group's operational footprint. As expected, H1 was a period of consolidation with anticipated external delays impacting trading especially within the PFP division. The completion of the acquisitions and positioning for a return to more favourable conditions established a platform for strong growth during H2, which has already been evidenced by a number of new contract wins across the Group.

As expected, PFP applications accelerated towards the end of the Period with levels of pipeline conversion dramatically increasing - per the increasing demand for the Group's services both as an installer and supplier of Injectaclad. This underpins management's confidence in a substantially stronger second half across all three divisions.

Financial Highlights

·    £6.6m gross fundraising (£6.1m net), leading to completion of three strategic acquisitions

·    Revenue of £3.73m (H1 2025: £5.06m) with gross margin of 30.5% (H1 2025: 36.3%)

·    Divisional revenue contributions: 12.4% PFP (H1 2025: 18.8%); 64.9% CEM (H1 2025: 70.3%); 22.7% AGT (H1 2025: 10.9%), reflecting changes in sales mix and rebalancing of the Group portfolio

·    Adjusted operating loss of £0.69m, pre-£0.08m of exceptional costs (H1 2025: £0.04m profit)

·    Adjusted loss before tax of £0.80m, pre-£0.08m of exceptional costs (H1 2025: £0.16m)

·    Total Group cash and undrawn working capital facilities at 31 May 2026 was £2.72m (£2.44m cash and £0.28m undrawn facilities); total Group cash and undrawn working capital facilities at 31 May 2025 was £1.77m (£1.07m cash and £0.70m undrawn facilities).

Operational Highlights

·    PFP division completed integration of Injectaclad with northern distribution base becoming fully operational; strong levels of commercial activity secured post-acquisition

·    CEM division has acquired four new clients expected to generate up to £1m revenue per annum following completion of supply handover

·    AGT division's delivery of the £0.60m NTU Smart Agriculture Research Centre was well advanced and new contract awarded for a university in Wales, worth approximately £0.30m  

·    Group positioned for high-margin profitable growth, with current trading and accelerated pipeline conversion building on the strong end to H1 and underpinning management's confidence in a substantially stronger second half and beyond across all three divisions.

Outlook and post Period Trading Update

In the two months trading between the end of the Period and 31 July 2026, the Group generated revenues of £2.15m. The Group's committed forward order book value at 31 July 2026 was £3.09m, predominantly expected for revenue recognition within the second half.

Following the successful acquisition of RLUK Injection Ltd, the Group is now the exclusive supplier of Injectaclad materials to the PFP installer network. More than ten installations are currently in progress within the network, and Injectaclad material orders are yet to be placed for the majority of these installations. Therefore, the Board has confidence in generating potentially significant incremental revenues from its installer network (not included as committed forward orders at 31 July 2026) within the financial year.

As we move through the remainder of FY 2026, the Board anticipates a more pronounced rebalancing of our divisional revenue contributions as the PFP division scales, in turn driving improved margins and cash generation as we progress into FY 2027.

Total Group cash and undrawn working capital facilities at 31 July 2026 was £2.93m (£2.10m cash and £0.83m undrawn facilities); total Group cash and undrawn working capital facilities at 31 May 2026 was £2.72m (£2.44m cash and £0.28m undrawn facilities).

Investor Presentation: 11.00am, Friday 14 August

Management will provide a live online presentation and host an investor Q&A session via the Investor Meet Company platform on the interim results and the Company's future prospects, at 11.00am tomorrow. Investors can sign up for free and register to meet Light Science via the following link: 

https://www.investormeetcompany.com/light-science-technologies-holdings-plc/register-investor

Questions can be submitted pre-event via the platform or by emailing [email protected], or in real time during the presentation via the "Ask a Question" function.

Institutional Investor Meetings:

The Company will be in London for meetings/calls during the week commencing Monday 17 August. If you would like to meet or have a call with the management team, please contact Shore Capital.

Simon Deacon, CEO of LSTH, commented: "This was a transformational Period. Having completed the three strategic acquisitions in April we have positioned the Group for near-term high margin, profitable growth. The combination of increased routes to market, scalable long-term contracts and repeat opportunities with existing and new clients means that we have increased visibility and strong foundations for long-term growth. Importantly, pipeline conversion is increasing, highlighted by the recent contract momentum especially within the PFP division.

"Trading during H1 was as expected as the Group rebalanced its portfolio and integrated the acquisitions. The unblocking of the BSR bottleneck is already underpinning strong pipeline conversion within the PFP division; the ability to target high new high-margin sectors with in the CEM division is already bearing fruit; and the growing adoption of controlled environment technologies continues to provide strong opportunity within the AgTech division.

"The strong end to H1 and strong momentum carried into the current period underpins management's confidence in a substantially stronger second half."

Copies of this announcement are available on the Company's website, www.lightsciencetechnologiesholdings.com.

For additional information please contact:

Notes to Editors:

About Light Science Technologies Holdings plc (www.lightsciencetechnologiesholdings.com)

Light Science Technologies Holdings plc ("LSTH") operates through three divisions: Passive fire protection ("PFP"); contract electronics manufacturing ("CEM") and AgTech ("AGT"). The Company is involved in the design, manufacturing, and installation of products and customized solutions spanning various industry sectors, with a focus on addressing global challenges related to fire protection, food security and climate change, the Group is committed to developing robust solutions in these rapidly growing market sectors.

As both an installer and supplier of the fire-resistant graphite barrier system Injectaclad, the PFP division is strongly positioned to capture a growing proportion of the fire remediation market as the Buildings Safety Regulator ("BSR") backlog unblocks, enabling accelerated conversion of the Company's strong sales pipeline. The Injectaclad system is a solution for the retrospective installation of cavity fire barriers in buildings using a pumped system, thereby avoiding the need for full-scale façade removal. It addresses a significant problem in the UK's built environment, where thousands of buildings require remediation to meet fire safety standards. For more information, please visit Cavity Fire Barrier Remediation System | Injectaclad Ltd

The CEM division excels in designing, procuring, and manufacturing high-quality electronic products, with a specialisation in Printed Circuit Boards. These products find application across diverse sectors such as audio, automotive, electronics, gas detection, lighting, pest control, telecommunications and AgTech. For more information please visit: Home | UK Circuits

The Group's tailored AgTech solutions encompass control systems, grow lights, sensor technology, venting, and irrigation systems, catering to both UK and global customers. Key markets include indoor, vertical, glasshouses, polytunnels, and more recently wider applications in broadacre farming. Driving factors comprise global food and water shortages, a growing population, government policies promoting sustainable growth methods, heightened scrutiny of food production's impact on climate change, and a shift away from processed foods. Key markets span the UK, Eastern Europe, the Americas, Australasia, and select locations in the Middle East, with the Company expanding routes to market via low-cost, low risk distribution agreements globally. For more information please visit: Sustainable grow lights and sensor technology - Light Science Technologies

The Group is strongly positioned across a range of high growth sectors with proven technologies and solutions. It is increasingly focused on high margin opportunities that will drive cash generation. Furthermore, it is positioned for accelerated growth, targeting larger contracts and increasing recurring revenues - as both legislation and global issues look set to underpin demand for its products, driving the Company towards sustained profitable growth.

Chief Executive's Report

The first half of the 2026 financial year (the "Period") has been one of strong strategic and operational execution across the three Group divisions, Passive Fire Protection ("PFP"), Contract Electronics Manufacturing ("CEM") and AgTech ("AGT"). In March, shareholders overwhelmingly supported the Group's £6.6m gross fundraising (£6.1m net), leading to completion of three strategic acquisitions that are now materially reshaping the Group's operational footprint.

Most significant was the 100% acquisition of RLUK Injection Ltd, owner of the patented Injectaclad system, which completed on 14 April shortly before the end of the Period. The acquisition represented a significant milestone in the evolution of the Group, strengthening its position in the PFP market and accelerating the Group's strategy of building a technology-led business with multiple complementary growth platforms. The Group's capabilities now extend beyond project delivery into proprietary products and materials, broadening the customer offering and creating opportunities for more predictable, higher-margin revenues through product supply.

Since completion, integration of the Injectaclad business has progressed well and the PFP division has already secured strong levels of commercial activity, demonstrating both the quality of the acquired business and the resulting opportunities available to the enlarged Group.

Additionally, the Group acquired the remaining 10% shareholding in the CEM division's UK Circuits, along with the remaining two units of the Manchester property, giving the Group full control of the CEM division and eliminating rental costs. The Manchester site is now also fully operational as a northern base for Injectaclad distribution.

Reported first-half results reflect the phased nature of contract delivery across the Group and only a partial-period contribution from Injectaclad, with the acquisition having completed mid-April. As highlighted in our final results announced on 24 April, first-half performance was impacted significantly by the continuing delays in project application approvals at the Building Safety Regulator ("BSR"), delaying contract conversion in the PFP division. However, since the start of the prior financial year the PFP division's quoted pipeline has grown significantly from approximately £9m to approximately £20m at the time of announcement of our final results for FY25. The structural changes to the BSR that became effective earlier in the year are now bearing fruit. Applications have started to unlock, and levels of PFP pipeline conversion dramatically accelerated towards the end of the Period, thus providing for a substantially stronger second half, in line with our previous guidance.

Financial Review

Group revenue for the Period was £3.73m (H1 2025: £5.06m). The year-on-year reduction principally reflects the result of the (now much alleviated) BSR blockages to PFP pipeline conversion, along with settling down of the CEM division's largest customer in the pest control market which brought one of its products to end-of-life in the second half of FY 2025. PFP year-on-year revenue was £0.46m (H1 2025: £0.95m), CEM revenue was £2.42m (H1 2025: £3.56m) and AGT generated revenue of £0.85m (H1 2025: £0.55m).

Changes in sales mix and rebalancing of the Group portfolio continued during the Period, with the PFP division contributing 12.4% of Group revenue (H1 2025: 18.8%), the CEM division contributing 64.9% (H1 2025: 70.3%) and the AGT division contributing 22.7% (H1 2025: 10.9%).

Group gross profit margin for the Period was 30.5% (H1 2025: 36.3%). The year-on-year reduction resulted primarily from thinner margins derived from one PFP installation project, along with the AGT's NTU project, both of which the Board views as "test bed" projects for wider future opportunities. In the case of the PFP division, being future opportunities in respect of this particular client's wider portfolio for remediation and in respect of the AGT division, opportunities to replicate the Research Centre model at other universities across the country.

After adjusting for £0.08m of exceptional costs, (relating to acquisition transaction costs), the resulting operating loss was £0.69m for the Period (H1 2025: £0.04m operating profit). Adjusted Group loss before tax for the Period was £0.80m, pre-£0.08m of exceptional costs (H1 2025: £0.16m).

Total Group cash and undrawn working capital facilities at 31 May 2026 was £2.72m (£2.44m cash and £0.28m undrawn facilities); total Group cash and undrawn working capital facilities at 31 May 2025 was £1.77m (£1.07m cash and £0.70m undrawn facilities).

The fundraising and accompanying three acquisitions completed during the Period strengthened the Group's balance sheet. In relation to the acquisition of 100% of the share capital in RLUK Injection Ltd, this was accounted for as a business combination including recognition of the identifiable intangible assets, namely the intellectual property and distributor relationships, with a combined provisional value of £3.20m, together with goodwill of £1.20m as further described in Note 8. The deferred and contingent consideration for the acquisition has been fair valued at £1.06m. Separately, the acquisition of the remaining 10% minority interest in UK Circuits and Electronics Solutions Ltd for cash consideration of £0.27m was accounted for as a transaction with owners and therefore within equity; and the Property acquisition for £0.30m plus VAT resulted in the derecognition of the related right-of-use asset and lease liability with a small profit on disposal, and subsequent new non-current asset addition.

Inventory levels have remained broadly stable through the Period with a slightly elevated stock valuation of £0.96m at 31 May 2026 (31 May 2025: £0.75m), due to the CEM division gearing up for initial supply to its new customer in the healthcare devices sector (as announced on 7 May 2026). Inventory is predominantly allocated to specific customer orders.

While the financial performance for the Period reflects a period of investment, acquisition activity and the specific timing of pipeline conversion and consequent revenue recognition, the Board believes the Group has emerged from the period in a materially stronger position, with an enhanced balance sheet, an expanded portfolio of higher-value activities and a clear platform for future growth.

The Board has good visibility over a significantly stronger second half, underpinned by an improving margin profile and a dramatically accelerating PFP pipeline conversion.

PFP

Following the successful acquisition of Injectaclad, integration has progressed rapidly. Key operational milestones, including transitioning of IT systems, warehousing, logistics, procurement and supply chain were completed during the Period, enabling the enlarged business to commence trading as a fully integrated operation. Notably, the Group's Manchester site became fully operational during the Period, providing a northern distribution base for the PFP division, supporting faster mobilisation and improved customer reach.

As anticipated, BSR application blockages continued to hamper financial performance during the Period, but it is very encouraging to see those blockages start to unlock towards the end of the first half, with PFP pipeline conversion dramatically accelerating. The Group's first Injectaclad materials supply orders were secured shortly after acquisition completion, and strong commercial momentum has continued to build for the PFP division since. The Group made announcements on 5 May and post-period on 24 June, the latter announcement confirming between £1.28m and £1.66m of orders and projects won for the PFP division in just the two-month window following acquisition completion on 14 April, with revenues expected to be fully recognised in the current financial year. We believe this strong traction supported by improving regulatory clarity, validates both the strategic rationale for the acquisition and the growing market demand for the Injectaclad solution and positions the division for a strong second half performance.

Additionally, during the Period the Group has continued educating key stakeholders on the benefits of Injectaclad as an optimal solution for remediating cavity fire barriers, versus the substantially more expensive and disruptive alternative of removing building façades. The PFP division has exhibited at a number of key shows and exhibitions with strong attendance on the stands while it has continued to run professional development and training sessions for stakeholders, including the BSR, underpinning their understanding of the Injectaclad solution, particularly given the increasing number of BSR applications on which Injectaclad is now being specified.

There are estimated to be over 40,000 buildings in the UK alone potentially requiring remediation work, with an addressable market estimated to be worth over £4bn[1]. To date, approximately 160 buildings have been completed using the patented Injectaclad solution, providing a very solid experience base on which to scale.

CEM

During the Period, the Group acquired the remaining 10% shareholding in the CEM division, along with the remaining two units of the Manchester property, giving the Group full control of the CEM division and eliminating rental costs. These acquisitions facilitate the Group's strategy of gaining the required accreditations and transitioning the division into servicing higher tier sectors including defence, medical and healthcare.

To this end, strong progress has been made in targeting technically complex, higher-margin manufacturing programmes: as announced on 7 May, the CEM division secured a new UK-headquartered customer, servicing international markets specialising in the design, production and supply of medical devices and consumables used across acute and community care settings; following on, as announced post-period on 10 June, the division entered into a significant manufacturing partnership with a leading provider of workforce management and access control solutions, expanding our production capacity and supporting future growth. These contracts demonstrate the strength of the Group's engineering capability and reinforce its reputation as a specialist manufacturing partner for customers requiring high-quality, technically demanding electronic assemblies.

As anticipated, the year-on-year reduction in CEM revenue during the Period principally reflects the end-of-life of a product in the second half of FY 2025, for the division's largest customer in the pest control market. In response, the focus over the Period has been to build new customer partnerships and win new contracts which has proven to be very successful: the CEM division has won four new clients with initial orders totalling c.£0.30m. More significantly, the Board believes these relationships have the potential to generate up to £1m revenue over a 12-month period as they mature and scale. The division also continues to expand within healthcare and is positioning itself to address the defence sector, a market opportunity the Board views as a significant growth avenue for the division.

By selling into a range of sectors and targeting new, higher margin markets, the CEM division is expected to become increasingly de-risked and less reliant on individual sectors and clients. Moving forward, increasing levels of automation combined with higher level accreditations, is expected to facilitate higher margin opportunities and longer-term contracts, partnering with larger blue-chip companies in key growth sectors.

AGT

The AGT division's landmark project win from Nottingham Trent University ("NTU"), worth approximately £0.60m (announced 27 October 2025, and updated on 30 March 2026), saw all three of the Group's divisions join forces during the Period to work on the innovative turnkey Smart Agriculture Research Centre, built from the ground up for NTU, showcasing to the market the multiple capabilities and synergies across our Group. At the end of the Period, project delivery was well advanced with completion and handover expected to occur in August 2026.

The Research Centre's components draw on the full breadth of our AgTech product range: SensorGROW; lighting and environment control and software and will allow NTU to manage their growing environment across the new site. This was the first time the Group has delivered a complete turnkey facility of this kind, from initial design and build through to full operational control, demonstrating the strength and integration of our AgTech technology stack.

The AGT division has secured further commercial success during the Period, notably the award of a new contract for a university in Wales, (announced on 30 March 2026), worth approximately £0.30m with revenues expected to be wholly recognised in the current financial year.

Whilst preserving a lean cost base within the AGT division, the focus is to continue building relationships in the UK, servicing the 100-plus AgTech customers who have purchased its products and solutions. The two university projects reflect the increasing adoption of the controlled environment technologies within advanced research facilities and together are expected to deliver approximately £0.90m revenue for the Group in the current financial year. The Board considers such projects to be a significant growth avenue for the AGT division and sees strong potential in replicating the Research Centre model to other universities across the country.

Outlook

As previously guided, Group trading is expected to be significantly weighted towards the second half of the financial year, and the Board's confidence in a strong second half has strengthened during the Period. In particular, two factors underpin management's expectation of a materially stronger H2 2026.

Accelerating pipeline conversion and revenue recognition

Towards the end of the Period, conversion of the Group's quoted pipeline into confirmed forward orders significantly accelerated, most notably in the PFP division. The post-period announcement on 24 June, confirmed between £1.28m and £1.66m of orders and projects won for the PFP division, just in the two-month window following acquisition completion on 14 April, with revenues expected to be fully recognised in the current financial year. In the CEM division, new customers taken on in the Period are expected to generate up to £1m in new lines of revenue over a 12-month period, with new sectors in healthcare and industrial electronics being serviced. In the AGT division, the NTU project worth approximately £0.60m has been substantively completed with remaining revenues to be fully recognised in H2 2026, and the project for the university in Wales, worth approximately £0.30m, is expected to be completed with revenue fully recognised in the second half. Bringing these elements together along with further post-period wins, the Board is furnished with substantially increased levels of visibility of revenues for the second half, supporting its expectation of a significant increase in H2 revenue relative to H1 2026.

Improving gross margin

Injectaclad will contribute a full six-month trading period in H2 2026, compared with just a six-week partial period in H1 during which time post-acquisition integration was being completed. As a higher-margin materials supply business, the full-period contribution combined with the Group's continued shift in mix towards technically complex, higher-value work within the CEM division, is expected to drive a material improvement in Group gross margin in the second half relative to H1 2026's 30.5%.

The combination of a full-period, higher-margin contribution from Injectaclad, the dramatically accelerated PFP pipeline conversion seen over the last three months and the continuing shift towards higher-value manufacturing work, gives the Board a high degree of confidence in the trajectory of the business for the remainder of the financial year.

In the two months trading between the end of the Period and 31 July 2026, the Group generated revenues of £2.15m. The committed forward order book value at 31 July 2026 was £3.09m, predominantly expected for revenue recognition within the second half. Following the successful acquisition of RLUK Injection Ltd, the Group is now the exclusive supplier of Injectaclad materials to the PFP installer network. More than ten installations are currently in progress within the network, and Injectaclad material orders are yet to be placed for the majority of these installations. Therefore, the Board has confidence in generating potentially significant incremental revenues from its installer network (not included as committed forward orders at 31 July 2026) within the financial year.

Total Group cash and undrawn working capital facilities at 31 July 2026 was £2.93m (£2.10m cash and £0.83m undrawn facilities); total Group cash and undrawn working capital facilities at 31 May 2026 was £2.72m (£2.44m cash and £0.28m undrawn facilities).

The Group is progressing through the second half of the financial year with increasing operational momentum and a business that is stronger, broader and in the Board's view, better positioned than at any point since the Company's floatation. Moving forwards, the Board anticipates a more pronounced rebalancing of the divisional revenue contributions as the PFP division scales, in turn driving improved margins and cash generation as it progresses into FY 2027.

Simon Deacon

Chief Executive Officer

12 August 2026

Consolidated statement of comprehensive income

For the six months ended 31 May 2026

Consolidated balance sheet

As at 31 May 2026

Statements of changes in equity

For the six months ended 31 May 2026

Consolidated cash flow statement

For the six months ended 31 May 2026

Notes to the financial statements

1.   General Information

Light Science Technologies Holdings plc was incorporated in England on 13 January 2020 as a private company limited by shares. On 8 July 2021, the Company re-registered as a public limited company. The Company's equity is admitted to trading on AIM.  The address of its registered office is The Mills, Canal Street, Derby DE1 2RJ.

The principal activity of the Group is the development and manufacturing of electronic boards; the development and manufacturing of lighting and technology products for the Agtech ("AGT") sector; and the installation of retrospective cavity barriers in wall and floor constructions, and the supply of materials and equipment for such installations.

This condensed consolidated half-yearly financial information ("interim results") was approved by the directors for issue on 12 August 2026. 

The financial information in these interim results is that of the holding company and all of its subsidiaries. These condensed consolidated interim financial statements for the six months ended 31 May 2026, have been prepared in accordance with UK-adopted IAS 34 Interim Financial Reporting. The accounting policies applied by the Group in the preparation of these consolidated financial statements are consistent with those applied by the Group in its latest audited financial statements for the year ended 30 November 2025, a copy of which can be found here: https://lightsciencetechnologiesholdings.com/investors/.  These policies have been applied consistently to all periods presented.

The financial information presented herein does not constitute full statutory accounts under section 434 of the Companies Act 2006 and was not subject to a formal review by the auditors. The financial information in respect of the year ended 30 November 2025 has been extracted from the statutory accounts which have been delivered to the Registrar of Companies. The Group's independent Auditor's report on those accounts was unqualified and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006. The financial information for the six months ended 31 May 2026 and 31 May 2025 is unaudited. At the date of approval of these interim financial statements, certain new standards and amendments were in issue but not yet effective and the Directors do not expect their adoption to have a material impact on the Group's results or financial position, and the Group will adopt them when they become effective.

As further detailed in the Company's Annual Report for the year ended 30 November 2025, the Directors believe the principal risks and uncertainties facing the Group over the final 6 months of the year are: the early stage of operations within the AGT and Passive Fire Protection ("PFP") divisions, specifically the adverse impact on PFP revenue should there be further delays in the Building Safety Regulator signing off projects; additionally, the ongoing geopolitical uncertainty and the potential for new geopolitical developments could impact upon the regional and global economies the businesses operate in, and so remain a risk. Whilst these factors also present the Group with opportunities in the medium to longer term (with the trend to grow more locally, sustainably and energy efficiently), in the shorter term, the Directors see these risks could have the potential to impact Group revenue and cash generation. In consideration of these risks and uncertainties, the Company continues to implement and carefully monitor various actions to manage cash flows and discretionary spending.

Details relating to subsequent events requiring recognition and disclosure in the financial statements can be found in Note 9.

The Directors do not recommend the payment of an interim dividend for the six months ended 31 May 2026 (2025: nil). No dividend has been paid in respect of the year ended 30 November 2025.

During the period, the Group completed an acquisition of the remaining 10% minority interest in UK Circuits and Electronics Solutions Ltd for cash consideration of £0.27 million and the Property for cash consideration of £0.3 million plus VAT. These transactions increased the Group's ownership of the Contract Electronics Manufacturing ("CEM") division to 100% and secured the Property for operational use; further details can be found on the Company's Circular of 13^th March 2026. The acquisition of the non-controlling interest is accounted for as a transaction with owners and therefore within equity. The Property acquisition resulted in the derecognition of the related right-of-use asset and lease liability with a small profit on disposal in the period.

During the period, the Group also completed its acquisition of RLUK Injection Ltd, further details can be found in Note 8. In accounting for the business combination, management made a number of judgements and estimation assumptions in determining the fair values of the identifiable assets acquired and liabilities assumed. The most significant areas of estimation uncertainty were the valuation of intangible assets, the fair value of the contingent consideration and the measurement of deferred tax arising on the acquisition.  These estimates are inherently judgemental and may change in future periods as further trading data becomes available.

Intangible assets

The Group recognised intangible assets arising on the acquisition principally in respect of the patented Injectaclad method and associated intellectual property; and the approved installer relationships. The fair value of these assets has been determined using valuation techniques that require management to make assumptions regarding future revenues, margin, attrition, discount rates and useful economic lives. Management made these judgements and estimates reflecting the information available at the date of the acquisition, and reflecting the stance of a neutral buyer, including with reference to historic trading performance; current pipeline and forward order book; forecasts prepared by the previous management; and governmental and industry analysis of the remediation market in the UK and internationally. As a result, the carrying amount of acquisition intangible assets reflects management's best estimate based on information available at that date.

Contingent consideration

The contingent consideration liability recognised on acquisition is measured at fair value at each reporting date, with changes recognised in profit or loss. The valuation is sensitive to assumptions regarding the probability of achieving the relevant performance targets, and the discount rate applied. At acquisition, the probability of achieving the relevant performance targets was estimated based on a Monte Carlo simulation of possible revenues over the three years post-acquisition, with each discrete year producing a probability weighting, which was applied to the consideration and then discounted back to present value at a discount rate of 9.75%, being the same discount rate used for fixed deferred consideration payments. Due to the short period elapsed between the acquisition and the interim reporting date, management reassessed those assumptions in light of trading performance and forecast expectations, and deemed no revision in fair value of the contingent consideration necessary.

Deferred tax

Deferred tax liabilities arising on recognition of acquisition intangible assets are measured using the tax rates expected to apply when the related temporary differences reverse, as the company is eligible for Patent Box relief and certain elections that can be made this rate is lower than the standard rate of corporation tax in the UK. In addition, management has considered the recoverability of deferred tax assets, notably carried forward losses, and has updated its assessment of the deferred tax balances at the reporting date to reflect the timing and manner of recovery of the underlying temporary differences.

2.   Going concern

Working capital forecasts have been prepared by management which show that the Group can meet its day-to-day cash flow requirements and operate within all the terms of its borrowing facilities.

The Directors are satisfied that the Group has sufficient financing in place to continue to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of this report and hence have prepared the financial statements on a going concern basis.

The Directors acknowledge that there is uncertainty on the level and timing of revenues especially in the AgTech and Passive Fire Protection divisions, and there would be a possible need to renegotiate the terms of its borrowing facilities, or obtain a temporary covenant waiver, should the Group's expectations for revenue generation over the coming 12 months not materialise as expected. The Directors note that this material uncertainty may cast significant doubt on the Group's ability to continue as a going concern.

In response to these matters, the Group is continuing to manage cash flows and discretionary spending.

The financial statements do not include any adjustments that would result if the group were unable to continue as a going concern.

3.   Revenue and segmental reporting

The Group has three operating segments:

·   'Contract electronics manufacture' (CEM) relating to the development and manufacturing of electronic boards.

·   'AgTech' relating to the development, manufacturing and installation of lighting, technology and other products for the AgTech (AGT) sector.

·   'Passive fire protection' (PFP) relating to the installation of a retrospective cavity barrier in wall and floor constructions, and the supply of materials and equipment for such installations.

Corporate refers to the Group's centralised resources used by the segments. This is consistent with the presentation in the last financial statements. The Chief Operating Decision Maker (CODM) has been determined to be the Board. The performance of the three reportable segments is based upon a review of profits and segmental assets/liabilities.

The total revenue of the Group for the period has been derived from its principal activity wholly undertaken in the United Kingdom and the European Union.

Revenue in respect of the supply of hardware and project services is recognised at a point in time either at the point of customer collection, dispatch or project completion. Revenue in respect of services is recognised over time evenly over the number of months supported or as measured by the number of linear meters installed.

During the six months to 31 May 2026, one customer represented 19.6% of total revenue (HY25: 32.7%; FY2025: 30.4%).

4.       Taxation

The tax (credit) / charge is made up as follows:

The tax charge in the six month periods has been calculated based on the estimated tax rate that is expected to apply to the full year.

5. Borrowings

In October 2020, the Group entered into a term loan with a principal of £975,000 payable in 54 equal instalments of £18,056 and interest payable at 5.5% plus base rate with the first six months payment free. The loan was provided by Close Brothers under the Government backed Coronavirus Business Interruption Loan Scheme (CBILS). The loan with Close Brothers is secured by fixed and floating charges over the Group, including all property and intellectual property. This is linked to the Group's invoice discounting facility noted below. The balance for the CBILS term loan at 31 May 2026 was £nil (HY25: £72,000; FY2025: £nil).

The Group has in place ongoing invoice discounting facility arrangements provided by Close Brothers. Interest is payable on the invoice discounting facility at 2% plus base rate. The invoice discounting facility with Close Brothers is secured by fixed and floating charges over the Group, including all property and intellectual property, as well as the trade receivables of the subsidiary, UK Circuits and Electronics Solutions Limited. At the period-end, there was a further c.£275,000 in additional available undrawn funds under this debt facility.

In May 2024, the Group entered into a further term loan with a principal of £850,000 payable in 60 equal instalments of £14,167 and interest payable at 5.99% plus base rate. The loan was provided by Close Brothers under the Government backed Recovery Loan Scheme (RLS). Security by fixed and floating charges were extended to include the new subsidiaries. The balance for the RLS term loan at 31 May 2026 was £510,000 (HY25: £680,000; FY2025: £595,000).

The loan and invoice discounting facility agreements contain a financial covenant requiring the Group to maintain minimum cash headroom of £500,000 at each month-end, measured as the sum of Group cash and available finance under the Group's invoice discounting facility. As at 31 May 2026 the Group was in compliance with this covenant.

The Group has recently raised additional funding and currently expects to remain in compliance with the cash-headroom covenant for the next 12 months. However, the Directors have identified that there is a level of uncertainty on the level and timing of revenues in the AgTech and Passive Fire Protection divisions that may present a risk to covenant compliance. The Group utilises strategic and operational cash flow forecasting on a regular basis and appropriate cash management practices to ensure compliance with this covenant and maintains a good working relationship with Close Brothers to proactively notify and discuss any risks and mitigations at the earliest opportunity, and in any event prior to any potential breach event, with a view to a mutually agreeable renegotiation of the terms of its borrowing facilities or a temporary covenant waiver if such were to be required. See note 2 for further details on going concern.

6. Issued equity capital

During the months of March and April 2026, an aggregated total of 660,000,000 new ordinary shares were issued at a price of £0.01 per share equating to the nominal value of those shares. The share premium account is shown net of £477,000 of share issuance costs in connection with this.

7. Loss per share

Basic loss per share is calculated on the loss after taxation for the period attributable to the owners of the parent company of £428,000 and on 505,249,619 ordinary shares, being the weighted number in issue during the period excluding shares held by the Employee Benefit Trust (EBT). Unexercised options over the ordinary shares are not included in the calculation of diluted loss per share as they are anti-dilutive.

Diluted Earnings Per Share

Basic and diluted loss per share are equal as where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation.

8. Acquisitions

On 14 April 2026, the Group acquired 100% of the issued share capital of RLUK Injection Ltd, obtaining control of the patented Injectaclad system IP-owner and materials provider. RLUK Injection Ltd was acquired to vertically integrate with the Group's existing PFP installation business and enhance control and development of the IP and the market.

The asset and liability values at acquisition are detailed below. Due to the recent timing of the acquisition and the availability of information, the fair values attributable to the assets and liabilities acquired are provisional. The acquisition accounting will be finalised as part of the FY26 Annual Report.

The subsidiary had only recognised a nominal £1 in respect of the patent intangible assets, on review it was identified that there was additional value in the patent and associated IP assets and value in the distributor relationships whose total fair value is £3,195,000 and is expected to be amortised over fourteen and ten years post-acquisition respectively. The deferred tax liability arises principally from the recognition of identifiable intangible assets on acquisition.

Goodwill of £1,197,000 arising from the acquisition is determined after considering the fair value of

tangible assets, intangible assets comprising Injectaclad method patent and associated test data and other IP assets, distributor relationships and the potential of the existing workforce. Goodwill arose on the acquisition as the consideration paid for the combination effectively included amounts in relation to the expected synergies and the assembled workforce. These benefits are not recognised separately from goodwill because they do not meet the criteria for recognition as identifiable intangible assets.

Deferred consideration of £1,000,000 after 12 months has been discounted back to present value at a rate of 9.75% being a 6% premium to the Bank of England base rate at the date of acquisition.

Contingent consideration on a maximum of £800,000 after 12, 24 and 36 months is based on achieving revenue targets in the year after acquisition of £3m, £4m and £5m respectively. Due to the contingent nature of consideration management has estimated the fair value at the date of acquisition based on a probability analysis of achieving those revenue targets and discounted back to present value at a discount rate of 9.75%.

Acquisition-related costs amount to £78,000, shown as a non-underlying administrative expense.

Injectaclad Ltd (the wholly owned trading subsidiary of RLUK Injection Ltd) contributed £307,000 revenue and £141,000 to the group's profit for the period between the date of acquisition and the balance sheet date. If the acquisition of RLUK Injection Ltd had been completed on the first day of the financial year, group revenues for the period would have been £4,155,000 and group loss would have been £331,000.

9. Post balance sheet events

Subsequent to the reporting period, on 4 June 2026, the majority of the outstanding share options were surrendered and replaced with new options issued to directors and senior management, to better align the scheme with the Group's current share price and incentive objectives. As the transaction occurred after the reporting date, it is a non-adjusting event and no adjustments have been made to the interim financial statements.

Accordingly, 22,750,275 share options were surrendered and replaced with new options over 27,078,825 ordinary shares. The new options have an exercise price of 2 pence per ordinary share, being the closing mid-market price per ordinary share on the previous business day, and retain substantially the same vesting schedules and expiry dates as the surrendered options, as disclosed in the latest Annual Report and in the Company's RNS of the 5 June 2026.

Substantially all of the share-based payment reserve, being £540,000, is expected to be released to retained earnings and a non-underlying administrative expense of approximately £355,000 is expected to be recognised in the year ending 30 November 2026 as a share-based payment, this amount representing the charge for the new options at the lower exercise price that retained the original vesting date and hence were recognised immediately. This additional one-off surrender and regrant expense is classified as non-underlying as it represents a discrete, non-recurring modification of legacy awards rather than a normal course equity grant.

10. Related Party Transactions

Related party transactions during the period were in the normal course of business and there were no material changes to the nature or scale of such transactions from those disclosed in the Group's annual report.