t
| Date | 13 Oct 2026 |
| Time | 07:00:03 |
| Category | Results |
| ID | 6451Y |
13 October 2026
Physiomics plc
("Physiomics" or the "Company")
Physiomics plc (AIM: PYC), a leading mathematical modelling, data science and biostatistics company supporting the development of new therapeutics and personalised medicine solutions, is pleased to announce its audited results for its financial year ended 30 June 2026 and to give notice of its Annual General Meeting ("AGM").
Nick Tulloch, Non-Executive Chairman of Physiomics, commented:
The AGM will be held at 10.30 a.m. on 5 November 2026 at the offices of Strand Hanson Limited, 26 Mount Row, Mayfair, London W1K 3SQ.
Shareholders will shortly be sent either printed copies of the Notice of AGM and accompanying materials or a letter notifying them that they are available on the Company's website, depending on the preferences they have expressed to the Company's registrar.
A copy of the Notice of AGM, containing further details of the resolutions to be proposed at the meeting, as well as a copy of the Company's Annual Report and Accounts, will be made available today on the Company's website at www.physiomics.co.uk/investors/corporate-documents/.
For more information about Physiomics and its services, please visit www.physiomics.co.uk.
Enquiries:
Physiomics plc
Mike Whitlow, Executive Director
Strand Hanson Ltd (NOMAD and Broker)
James Dance & James Bellman
+44 (0)20 7409 3494
Notes to Editor
About Physiomics
Physiomics plc combines expertise across Modelling & Simulation, Biostatistics, Data Science and Bioinformatics, together with deep biology expertise, to help biotech and pharma companies streamline their drug development journeys. Our approach is to help derive insight from all relevant and often disparate data in order to de-risk decision making and optimise research design across discovery, pre-clinical and clinical studies. Through use of cutting-edge computational tools, bespoke models and our proprietary Virtual Tumour technology, the Physiomics team has informed the development of over 140 commercial projects, with over 125 targets and drugs modelled. Clients include Merck KGaA, Astellas, Bicycle Therapeutics, Numab Therapeutics & CRUK.
FY26 was a year of significant change, renewed momentum and important strategic progress for Physiomics. Following the appointment of the current Board in April 2026, our focus has been on strengthening the foundations of the business, supporting our scientific teams and positioning the Company to capitalise on the growing demand for Modelling & Simulation and Biometrics services.
The Company delivered record total income of £1 million, achieving the £1 million milestone for the first time in its history and marking another year of strong commercial progress. While profitability during the year was impacted by non-recurring costs associated with Board transition activities and fundraising initiatives, the underlying business continued to strengthen, supported by robust sales performance, a growing contracted revenue base and an expanding service offering.
As we enter FY27, we do so with a strengthened leadership team, increased operational capability and a clear ambition to build a larger, more valuable business capable of delivering sustainable long-term returns for shareholders. The company ended the financial year with the highest value of projects in the project pipeline.
In FY26, the Company continued to diversify its contract services, expanding beyond its core Modelling and Simulation service line with the launch of a new Biometrics service. Modelling and Simulation currently remains the primary revenue driver, accounting for 85% of FY26 revenue. Following the official launch of Biometrics in FY25, Mr Jesse Thissen joined the business as Head of Biometrics on 1 July 2025, bringing the Company's first two biometrics contracts. Together with three further contracts won during the year, these agreements enabled the Company to generate revenue from Biometrics for the first time, contributing the remaining 15% of total FY26 revenue. The Board believes Biometrics represents a significant strategic growth opportunity for the Company. The service broadens the Company's addressable market, deepens client relationships and provides access to larger and more complex clinical development programmes. Over time, management believes Biometrics can become an increasingly material contributor to revenue growth and profitability. Across both service lines, the Company continued to diversify its client base, securing contracts with clients as far afield as South Korea and expanding into new therapeutic areas, including renal, infectious diseases and chronic obstructive pulmonary disease. It also supported greater number of later-phase clinical programmes. Alongside this expansion, the Company remained focused on delivering high-quality, bespoke and flexible services. This approach continues to support strong client retention, with 40% of current clients contracting with the Company more than once and 26% doing so more than three times. The business also maintained long-standing relationships with several clients, with FY26 including new contract awards from CRUK and Numab Therapeutics.
To support its expanded services and respond to changes in regulation, the Company invested in a variety of systems and processes during FY26, including the implementation of a new quality management system. These enhancements will enable further growth in Biometrics and allow the Company to extend its Modelling and Simulation services into later-stage clinical trials. The leadership team believes these capabilities will open access to new market segments with significantly higher contract values, helping to accelerate growth.
In January 2025, the Company announced that the PREDICT-ONC project had received regulatory and ethical approval, marking an important milestone and enabling its partner, Blackpool Teaching Hospitals NHS Foundation Trust, to commence recruitment of breast cancer patients into the trial.
The project reached a further key milestone in March 2026 with the recruitment of its final patient. A total of 35 patients were recruited. While this was below the original target of 100 patients, the impact was partly offset by an increased number of sampling points during the trial, generating a valuable dataset to support the continued refinement and development of the Company's personalised medicine dosing software.
Although grant funding for the trial has now concluded, the Company continues to receive valuable patient data through quarter one of FY27. This additional information will support further calibration of the software and help inform the next phase of its development. The Company is currently evaluating a range of strategic opportunities to build on the progress achieved through PREDICT-ONC and maximise the commercial efficiency of the technology.
A further significant step forward was achieved in July 2025, when, following several rounds of software deployment, evaluation and debugging, the Company successfully implemented its dosing software on partner DoseMe's latest platform. This represents an important advance towards real-world application, enabling the technology to be made available to clinicians and healthcare providers on a research-only basis. This provides an opportunity to undertake valuable human factors evaluation while generating additional validation data in a clinical environment.
Importantly, the integration with DoseMeRx, a platform already used by clinicians and practitioners worldwide, also provides the Company with a potential route to market and an opportunity to accelerate the future adoption of its technology.
Building on the strength of this relationship, in July 2025 the Company also announced that it had agreed non-binding Heads of Terms with DoseMe Inc. to explore expanding the partnership beyond its existing personalised dosing software. The proposed collaboration will investigate the co-development of new dosing solutions in oncology and potentially other therapeutic areas, opening further opportunities to leverage the Company's modelling and software capabilities across a broader range of clinical applications.
Together, these developments represent meaningful progress in the Company's strategy to translate its technology into practical clinical tools, strengthen its commercial partnerships and broaden the potential applications of its personalised medicine platform.
The Company's total income for the year ended 30 June 2026 (FY26) is £1,055,169 and its loss after tax is £697,034. This represents a 26.5% increase in total revenue and grant income and a 68% increase in loss after tax when compared to the financial year ended 30 June 2025 (FY25). Total Income is in line with the Board's expectations for the year. The Company's sales pipeline performance continues to be strong, with the total value of contract wins in FY26 exceeding £1 million, a 63% increase on the yearly average over the previous five years. The Company has started the current financial year ending 30 June 2027 (FY27) with approximately £618k of contracted revenue yet to be recognised.
At 30 June 2026, the surplus of shareholders' funds was £523,977 (30 June 2025: £692,171) of which cash and cash equivalents were £418,635 (30 June 2025: £461,242).
The Company completed one fundraise during FY26, raising gross proceeds of £600,000 in March 2026 to support key growth initiatives, including business development, marketing and to enhance its systems and processes to allow further expansion into clinical research and target higher-value contracts.
The Board is strongly aligned with shareholders through meaningful equity ownership in the Company. Two Directors are significant shareholders and therefore share directly in both the opportunities and challenges facing the business. This alignment ensures that capital allocation, operational decisions and strategic priorities remain firmly focused on long-term value creation.
The Directors view themselves first and foremost as stewards of shareholders' capital and remain committed to disciplined execution, financial responsibility and the creation of sustainable shareholder value.
Following the shareholder requisitioned General Meeting held on the 29 April 2026, Dr Peter Sargent, Mr Shalabh Kumar, Dr Jim Millen and Dr Tim Corn were removed from the Board with immediate effect, and Mr Michael Whitlow, Mr Nick Tulloch and Mr Ian Bagnall were appointed. Dr Sargent remained as CEO to support business continuity until his departure at the end of August 2026.
To spearhead the Company's new Biometrics service-line, Mr Jesse Thissen joined the business as Head of Biometrics on the 1 July 2025. Following a successful first year, Mr Thissen was promoted on the 1 July 2026 to Chief Operating Officer (COO). In this role, he takes on many of the operational responsibilities previously managed by Dr Sargent, leading on the strategy and oversight of both Modelling and Simulation, and Biometrics services-lines. Dr Ghaith Aljayyoussi and Malek Hajjawi also joined the Company during FY26 as a Senior Quantitative Pharmacology Scientist and Quantitative Pharmacology Scientist respectively. Their addition to the team brings key expertise in pharmacometrics and its use in clinical research, allowing the Company to pursue higher-value late phase clinical projects.
The Board has focused on strengthening both governance and operational leadership throughout FY26. The appointments made during the year, together with the promotion of key individuals into expanded leadership roles, have enhanced the Company's capability across commercial delivery, scientific excellence and operational execution.
The Directors believe the Company now has the leadership structure, technical expertise and commercial focus required to pursue the next stage of growth. Staff utilisation rates are regularly reviewed as part of the Company's workforce planning process and the Company would like to thank all its staff for their continuing hard work and commitment during the year.
The Board believes the Company is entering FY27 from a position of increasing strength.
The Company has expanded its capabilities, strengthened its leadership team, diversified its service offering and continued to build a high-quality commercial pipeline. Entering FY27, Physiomics has approximately £618,000 of contracted revenue yet to be recognised and a substantial late-stage sales pipeline, providing an encouraging level of visibility for the year ahead. The Company also delivered a third consecutive year of strong sales. During FY26, operating expenses were higher than originally budgeted. These higher costs were attributable to one-off costs associated with the Board Requisition and subsequent Board replacement, as well as increased use of consultants to support revenue generation. With the new Board now in place and a more balanced mix of permanent staff and contractors within the delivery team, plus an immediate review of the cost base and subsequent savings implemented, the Board believes these higher FY26 costs will not continue into FY27. Confirmation of this has been seen in July and August 2026, where operating costs have been reduced significantly.
The Board remains highly encouraged by the long-term growth opportunities available to Physiomics.
Demand for specialist modelling, simulation and biometrics expertise continues to increase as drug developers seek to improve efficiency, reduce development risk and accelerate clinical programmes. Our ambition is clear: to establish Physiomics as a leading specialist provider of model-informed drug development and biometrics services, recognised for scientific excellence, client delivery and commercial performance.
On behalf of the Board, I would like to thank our employees, clients and shareholders for their continued support throughout a transformational period for the Company.
Physiomics possesses a strong scientific reputation, an increasingly diversified service offering. We are ambitious for the future of the Company and committed to translating that ambition into commercial execution, improved financial performance and sustainable long-term value creation for all shareholders.
Mr Nick Tulloch
Non-Executive Chairman
Physiomics is engaged in providing consulting and contract research services to biopharmaceutical companies and research institutes in the areas of outsourced Modelling and Simulation (Quantitative Pharmacology), Biometrics (Biostatistics, Statistical Programming and Data Management) and Data Science, using a combination of industry standard technologies and its own proprietary technology platform, Virtual Tumour™. In simple terms, this means helping drug developers accelerate the development of their novel therapies towards market by supporting them to gain insights from their data that will better inform their research decisions and support regulatory review.
Until the end of FY25, the Company focused primarily on providing modelling, simulation, and data science services to support discovery, preclinical, and clinical drug development activities. Fee-for-service revenue is generated by delivering insights to clients through advanced modelling techniques and data science approaches. The Company leverages its proprietary Virtual Tumour™ predictive software alongside industry-standard tools such as MATLAB and R, whilst also developing customised models. In recent years, enhancements to Virtual Tumour™ have been made to address specialised areas including immuno-oncology, DNA damage repair inhibitors, radiation therapy, and other fields of expertise. Many projects necessitate a combination of methodologies to deliver optimal insights for clients. Client organisations place significant value on the knowledge and experience of our team when evaluating data and designing new programmes. The team's exposure to, and growing proficiency in, a diverse range of therapeutic areas and treatment modalities continues to attract both new and existing clients.
The Company draws on expertise across discovery, preclinical and clinical pharmaceutical R&D to help clients extract meaningful insights from data through analysis, visualisation, interpretation and mathematical modelling. This supports drug development by helping clients optimise treatments and select the most appropriate targets, drugs, doses, timing and combinations. The Company adds value in early development, especially during the translation from preclinical to first-in-human studies, by supporting clinical trial design and regulatory justification. Recent projects demonstrating these capabilities include:
Whilst FY25 saw the Company officially launching its new Biometrics service-line, it wasn't until FY26 when the Company started recognising revenue from this service, contributing 15% of all revenue recognised within the year. Biometrics plays a pivotal role in the setup, conduct, and reporting of clinical trials, ensuring studies are well-designed so that any effect of the therapy can be detected, data is accurately collected and analysed, and results are interpreted correctly. Regulatory authorities across the world require robust biometrics practices to approve new drugs. Biometrics typically incorporates three main areas:
The strategic rationale for developing Biometrics capabilities was threefold. First, Modelling & Simulation and Biometrics overlap in drug development, with outputs from the former often providing key inputs to the latter and creating natural follow-on opportunities for clients. Second, Biometrics is essential to the setup, conduct and reporting of interventional clinical trials from Phase 1 to Phase 4, regardless of therapeutic area, opening a significant and scalable market opportunity for the Company. Finally, because both service lines use the same business model and draw on similar expertise in mathematics and data science, the Company can deploy staff flexibly across them to meet demand and maximise utilisation.
In addition to its consultancy service business, the Company has continued to develop its technology for use in the field of personalised medicine. Physiomics' approach is to apply its technology and expertise in interpreting pre-clinical and clinical cancer data to help predict when to treat patients and with what dose of drug. This approach relies on advanced analytical techniques, many of which (such as machine learning and neural networks) are in the field of artificial intelligence (AI).
To date this work has been funded by three Innovate UK grants and one NIHR grant and has not drawn materially on shareholder funds. The Company completed its observational "PARTNER" study at Portsmouth University Hospitals NHS Trust which validated the ability of the software to predict levels of the adverse drug effect, neutropenia. While clinicians found this interesting, the software's potential to guide G-CSF usage (an expensive biological drug to treat neutropenia) was identified as having a potential greater commercial value. Funded through the latest Innovate UK grant award announced in November 2023, the Company kicked off project 'PREDICT-ONC' in partnership with UK based start-up Beyond Blood Diagnostics and Blackpool Teaching Hospital NHS Foundation Trust to generate data that will help further develop and validate the software's use to guide dosing of G-CSF.
In January 2025, the Company reported that the PREDICT-ONC project had received regulatory and ethical approval, enabling its partner, Blackpool Teaching Hospitals NHS Foundation Trust, to begin recruiting breast cancer patients for the trial. The project concluded in March 2026 with the recruitment of the final patient. Although grant funding for the trial has now ended, the Company will continue to receive data during the early part of FY27 to support further calibration of its personalised medicine dosing software.
In July 2025, the Company announced that, following several rounds of software deployment, evaluation and debugging, it had successfully implemented its dosing software on partner DoseMe's latest platform. This enables the tool to be made available to clinicians and healthcare providers on a research-only basis, supporting important human factors evaluation and the generation of additional validation data. As the DoseMeRx platform is already used by clinicians and practitioners worldwide, it provides a potential route to market for the Company.
The Company also announced in July 2025 that it had agreed non-binding Heads of Terms with DoseMe Inc. to expand the partnership beyond its current personalised dosing software. The Company has reaffirmed its potential partnerships which aims to explore the co-development of new dosing software in oncology or other therapeutic areas.
The Company's core commercial activity is the provision of advanced Modelling & Simulation and Biometrics consulting services. These specialist services are supported by substantial in-house expertise and proprietary tools, including the Company's exclusive Virtual Tumour™ preclinical and clinical models. Physiomics operates primarily on a fee-for-service basis, while remaining open to alternative commercial arrangements, including risk-sharing and collaborative partnerships.
Although the Company continues to explore alternative options, it is envisaged that fee-for-service consulting will continue to be the main driver of revenues in the short to medium term. The Company is exploring M&A and strategic partnerships that bring new capabilities and revenue streams, enabling the business to accelerate its growth and increase shareholder value.
The Board's intention is to achieve profitability as soon as possible.
The consulting business is the core of the Company's commercial activity, and we believe that it is unique in a number of respects:
Physiomics' expertise and tools can be applied across multiple therapeutic areas. The team brings many years of combined experience in drug development, spanning quantitative pharmacology, mathematical modelling, biostatistics and disease biology. Over its lifetime, the Company has completed more than 163 projects covering hundreds of targets, cell lines and drugs. Historically, it focused on early-phase modelling and simulation services for clients developing new oncology therapies. However, from FY26, the Company broadened its offering beyond modelling and simulation into Biometrics, expanded into new therapeutic areas including infectious diseases, immunology and renal disease, and began supporting clients across a wider portion of the drug development continuum.
Physiomics' uses a range of modelling, bioinformatics and biometrics tools, including a proprietary in-house platform called Virtual Tumour™. Although the team can take advantage of all commonly used modelling, simulation, data analysis and biometrics techniques, it also has access to an internally developed platform that is uniquely useful when considering novel cancer drugs.
The team possesses specialised expertise in the sourcing, curation, and analysis of healthcare data. Whether the data originates from clients or is drawn from public sources, Physiomics' professionals are skilled in data analysis, coding, and advanced machine learning (AI) methods that form the foundation of the modelling and biometric services we deliver on behalf of valued clients.
The Company differentiates itself from its competitors by offering flexible, bespoke services that best answer our clients' questions and fit in with their timelines. This contrasts with many of our competitors 'off the shelf' offerings that don't always answer the client's questions.
Physiomics' strategy in the short to mid-term is to grow its consulting business across Modelling & Simulation and Biometrics. In the mid to long-term, the Company aims to expand further beyond these service-lines, whilst developing and implementing technologies that allow us to adapt to technology trends and client needs. To grow the business, become cash generative and deliver shareholder value, the main strategic aims are as follows:
Pursue the development of new, complementary business areas and capabilities, including additional service offerings in drug discovery and development to enhance long-term value for the organisation and shareholders.
The Directors are mindful of their obligations under s172(1) of the Companies Act 2006 to act in good faith to promote the success of the Company for the benefit of its members, and in doing so have regard (amongst other matters) to the following:
|
Principle |
Company's actions |
|
The likely consequences of any decision in the long term. |
The Company has a long-term vision as set out in this report. |
|
The interests of the Company's employees. |
The Company values its employees and implements training, offers development opportunities and has in place appropriate incentive programs to support their retention. |
|
The need to foster the Company's business relationships with suppliers, customers and others. |
The Company spends significant effort in reaching out to new and existing customers and in soliciting their feedback following engagements. The Company also prides itself on having good relationships with all key suppliers. |
|
The impact of the Company's operations on the community and the environment. |
The Company's operations have minimal impact on the community and environment. |
|
The desirability of the Company maintaining a reputation for high standards of business conduct. |
The Company maintains a high standard of business ethics, complying with the QCA code (updated version II) for corporate governance. |
|
The need to act fairly between members of the Company. |
The Company treats all members equitably and attempts to ensure a timely and accurate flow of information to all members. |
The Company is principally engaged in providing consulting services to pharmaceutical companies in the areas of outsourced Modelling and Simulation (Model-Informed Drug Development) and Biometrics.
Physiomics' consulting business is at the heart of its offering to clients. The Company uses a range of techniques and tools, including its proprietary Virtual Tumour™ software platform, to support its clients derive unique insights from their data to accelerate and derisk their drug development efforts. It is a combination of Physiomics' technology and the experience of the team that enables Physiomics' to be able to deliver clients both a targeted product offering that meets their needs whilst at the same time delivering value for money and flexibility. The Company believes that it is unique in offering a combination of:
Physiomics' has continued to develop its brand through a variety of marketing and business development activities including:
The Company continues to be successful in attracting repeat business this year from clients such as Numab Therapeutics and Cancer Research UK, whilst also driving business with new clients. The average total value of contract wins over FY24, FY25 and FY26 is over £1 million per year, a 63% increase on the yearly average over the previous five years. Since incorporation, 40% of all clients' contract with the Company more than once.
During the financial year, the Company's clients were in the UK, Switzerland, South Korea and the United States. Physiomics continued to support work across the full R&D spectrum, from discovery and preclinical research through to clinical development. While the Company has historically focused on translational projects involving assets entering clinical development for the first time, it is now supporting higher-value clinical projects, earlier-stage discovery activities such as target identification, and projects beyond oncology, including dermatology, rheumatoid arthritis and infectious diseases. Physiomics also supports clients across a broad range of treatment modalities, including antibody-drug conjugates, radiopharmaceuticals, DNA damage repair agents and combination therapies.
The personalised medicine space is a growing market, with the use of modelling to support dosing decisions, Model Informed Precision Dosing (MIPD) market to reach US$279 million by 2029, a compound growth rate of 7.6%.
The Company has developed a tool for personalised dosing (MIPD), funded mainly by three Innovate UK and one NIHR grant as noted above. An expanded partnership with DoseMe Inc intends to explore opportunities for developing new personalised dosing software beyond the current initiative.
The Company is focused on the creation of long-term value for its shareholders and reaching profitability and becoming cash generative.
The Directors consider that the key performance indicators are those that communicate the financial performance and strength of the Company as a whole: these being revenue, profitability, and shareholders' funds, as well as indicators of future performance: being value of new contracts won and contracted future revenue. Pipeline value and conversion rate is also monitored by the Board monthly.
Over the past three financial years, total income increased by 85%, from £570,561 in FY24 to £1,055,169 in FY26. During FY26, operating expenses rose by 35% to £1,742,423, compared with £1,291,947 in FY25. This increase reflected ongoing costs associated with establishing the Biometrics service line, one-off costs relating to Board requisition activities in March and April 2026, and the year-on-year increase in consultancy spend. With a more balanced mix of permanent and consultancy resources entering FY27, cost reductions implemented, the Board believes operating costs will be significantly reduced in FY27.
The Company faces a number of risks and maintains a risk register that identifies specific risks, their potential impact, their likelihood and mitigating actions. This register is updated as required and on an annual basis as a minimum. Selected key risks are addressed below.
|
Risk |
Description |
Mitigation |
|
Loss of major customer |
The business has a high dependence on repeat business. This leads to the risk that these existing customers could significantly reduce or cancel its contracts with the Company. |
For the year ending 30 June 2026, new contracts from repeat clients contributed to 74% of the value of all contracts won in that period, with 26% of the value coming from contracts signed with new clients. Even though the value of contracts won with new clients has dropped when compared to FY25, the investment in business development has meant the number of clients supported within the year has doubled from 7 in FY25 to 14 in FY26, evidencing the diversification and growth in the Company's client base. |
|
Competition |
Physiomics operates in a competitive environment which could lead to pricing pressure. |
The Company continued to expand and diversify its services. FY24 to FY26 has seen the expansion of the Modelling and Simulation service-line into therapeutic areas outside oncology and supporting clients further upstream in the drug development cycle in discovery. In addition, the year saw the Company generate revenue for the first time from its new biometrics service-line, a service the Board believes will allow the Company to access to a much larger market and higher value contracts. |
|
Personnel & skills |
The success and future growth of the Company is in part dependent on the continued performance and delivery of certain Directors, managers, key staff and contractors. The Company operates in a highly specialised field where there is strong competition for required skills and talent. |
The Company seeks to recruit, develop, and manage talent on a continuous basis and has built a network of contracted specialists who can provide additional resource when required. |
|
Financial |
The financial risks faced by the Company include the ability to cover working capital needs, raise sufficient funds to support the Company through to profitability and failure to secure further contracts. |
The Board addresses financial uncertainties by monitoring actual performance against internal projections and responding to significant variances. The Company also employs tight cost controls across the business and has from time to time raised funds from investors. |
|
Regulation Changes |
The Company's customers are predominantly pharmaceutical and biotechnology companies who require outsourced quantitative pharmacology and biometrics services. There is a risk that the business model is impacted by future changes in regulations in the medical and pharmaceutical industry. |
The Company regularly reviews regulations changes through proactive discussions with key industry officials, professional advisers, clients and regulatory bodies where appropriate. |
|
Systems & infrastructure |
The Company is dependent on its IT technical infrastructure and systems for the management of its core operations and research and development programmes. |
Continuity of access to data and the integrity of this data is maintained through the implementation of a system of data storage, offsite backup, and monitoring of key coding and modelling data. The Company maintains a variety of systems that monitor system threats, along with utilisation encrypted data storage and multi-factor authentication. |
|
Prevailing economic conditions |
Biotech companies and other drug development organisations, including many of Physiomics' clients, are continuing to experience difficulties in securing capital for research and development programmes, while changes in the geopolitical environment are leading to significant uncertainty in the market, especially on pricing and cross-border trades. The continuing tight financing environment has led to many biopharma companies to restructure and reduce their workforce. |
Following the drop in revenues in FY23 and FY24 the Company has not only recovered back to revenue levels seen previously, but as reported here, achieved a record year for total income since incorporation. The Company's sales pipeline remains strong, with average total value of contract wins over FY24, FY25 and FY26 being 63% higher than the previous five years. The Company's new Biometrics service-line generated its first revenue in FY26, contributing to 15% of all revenue recognised within the year. |
The Directors submit their report and the audited financial statements of Physiomics Plc for the year ended 30 June 2026.
There was a loss for the year after taxation amounting to £697,034 (2025 loss after tax: £415,254). In view of accumulated losses, and given the stage of the Company's development, the Directors are unable to recommend the payment of a dividend.
The Directors who served during the year were:
|
Dr J S Millen |
removed 29 April 2026 |
|
Dr T H Corn |
removed 29 April 2026 |
|
Mr S Kumar |
removed 29 April 2026 |
|
Dr P J Sargent |
removed 29 April 2026 |
|
Mr Nick Tulloch |
appointed 29 April 2026 |
|
Mr Michael Whitlow |
appointed 29 April 2026 |
|
Mr Ian Bagnall |
appointed 29 April 2026 |
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK adopted International Accounting Standards. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the financial performance and cash flows of the Company for that year.
The financial statements are required by law, and UK adopted International Accounting Standards, to give a true and fair view of the state of affairs of the Company.
In preparing the Company financial statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for the maintenance and integrity of the Physiomics Plc website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.
The Company has been informed, based on a beneficial ownership search carried out by its registrar, that as at 26 August 2026, the following individual shareholders had over 3% interests in the issued ordinary shares of the Company.
|
|
Shares |
Holding % |
|
Mr Michael Whitlow |
59,000,000 |
13.02% |
|
Mr Ian Bagnall |
16,111,111 |
3.55% |
|
Mr Robert McFadden |
13,678,940 |
3.02% |
Details of Directors' remuneration in the year ended 30 June 2026 is set out below. Dr Jim Millen, Dr Peter Sargent, Dr Tim Corn and Mr Shalabh Kumar were removed as a Directors on 29 April 2026. Mr Michael Whitlow, Mr Nick Tulloch and Mr Ian Bagnall joined as Directors on 29 April 2026.
|
|
Emoluments |
Benefits |
Pension Contributions |
Total 2026 |
Total 2025 |
|
|
£ |
£ |
£ |
£ |
£ |
|
Dr J S Millen |
31,667 |
2,790 |
- |
34,457 |
40,768 |
|
Mr S Kumar |
16,667 |
- |
- |
16,667 |
20,000 |
|
Dr T H Corn |
16,667 |
- |
- |
16,667 |
20,000 |
|
Dr P J Sargent |
126,271 |
1,354 |
10,633 |
138,258 |
164,611 |
|
Mr I Bagnall |
7,454 |
- |
628 |
8,082 |
- |
|
Mr N Tulloch |
4,141 |
- |
349 |
4,490 |
- |
|
Mr M Whitlow |
- |
- |
- |
- |
- |
|
Total |
202,867 |
4,144 |
11,610 |
218,621 |
245,379 |
As announced on the 30 June 2026, the conditional issue of new ordinary shares of 0.40 pence each in Physiomics (the "Ordinary Shares") in respect of the board of directors of Physiomics' (the "Board" or the "Directors") remuneration policy as announced on 8 May 2026, whereby each Director is remunerated partially through the issue of new Ordinary Shares.
As the Company currently has no headroom to issue new Ordinary Shares, the above share awards to the Directors will be made following the Company's next annual general meeting ("AGM") at which resolutions will be proposed to grant authorities for the issue of the new Ordinary Shares and the Options described below.
Physiomics further announced the grant of options ("Options") to Directors for a total of 20,139,858 Ordinary Shares. Each Option provides the holder with the right to receive one new Ordinary Share on its exercise. 10,909,089 of the Options were granted with an exercise price of 0.55 pence per new Ordinary Share and 9,230,769 of the Options were granted with an exercise price of 0.65 pence per new Ordinary Share, representing a premium of approximately 15 per cent. and approximately 35 per cent. respectively to the mid-market closing price of 0.48 pence per Ordinary Share on 26 June 2026.
The resultant position is as shown below;
|
Name |
New Ordinary Shares to be issued |
Total Ordinary Shares held in the Company following Admission |
As a percentage of the Company's enlarged issued share capital following Admission |
Options held in the Company |
|
Nick Tulloch |
4,000,000 |
4,000,000 |
0.86% |
6,713,286 |
|
Michael Whitlow |
5,000,000 |
64,000,000 |
13.70% |
6,713,286 |
|
Ian Bagnall |
5,000,000 |
21,111,111 |
4.52% |
6,713,286 |
|
Total |
14,000,000 |
|
|
|
Physiomics Plc has chosen to comply with the Quoted Companies Alliance ("QCA") Corporate Governance Code (updated and amended version II). High standards of corporate governance are a priority for the Board, and details of how Physiomics addresses key governance principles defined in the QCA code are set out below.
1. Establish a strategy and business model which promote long-term value for shareholders
The Company's business model is focused on helping big pharma and biotech clients utilise their data, or data in the public domain, to derive insights that support the design, optimisation and analysis of their R&D. These insights support clients reduce the number of experimental permutations needed whilst improving robustness in design and conduct of experiments. This benefits the clients in helping to accelerate and de-risk drug development programmes, reduce costs, whilst fulfilling the necessary regulatory requirements. The Company operates mainly on a fee for service basis but is also open to other arrangements such as risk-based milestones and licensing although these have not formed a material part of the Company's revenues historically. In addition to its commercial business the Company engages in grant driven projects which do not generate profit but which provide valuable "paid for" R&D which can then be leveraged through the Company's commercial activities. The Company aims to deliver shareholder value by increasing the number and value of its commercial clients across its Modelling & Simulation and Biometrics service-lines, whilst investigating the commercial potential of new areas such as personalised medicine. The Company believes that its strategy will be effective in helping it to meet challenges such as competitive pressure and the rapid pace of technological change in the pharmaceutical industry.
2. Seek to understand and meet shareholder expectations
The Company maintains a dedicated email address which investors can use to contact the Company which is prominently displayed on its website together with the Company's address and phone number. The Company holds an Annual General Meeting ("AGM") to which all members are invited and during the AGM, time is set aside specifically to allow questions from attending members to any Board member. As the Company is too small to have a dedicated investor relations department, the Board is responsible for reviewing all communications received from members and determining the most appropriate response. In addition, the Company utilises an online investor relations platform to provide business updates as and when needed, but at least two to three times per year. Additional Investor Relations platforms will be engaged to enhance the Company's communications with shareholders.
3. Consider wider stakeholder and social responsibilities and their implications for long-term success
In addition to members, the Company believes its main stakeholder groups are its employees and clients. The Company dedicates significant time to understanding and acting on the needs and requirements of each of these groups via meetings dedicated to obtaining feedback (see principle 2 above).
With regards corporate social responsibility, there is little direct impact of the Company's day-to-day activities however the Company is proud that its overarching goal is to support the development of new treatments for a variety of diseases, including cancer, that have a profound impact on society.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Company maintains a Business Continuity and Disaster Recovery Plan that is used to manage risks across several categories including personnel, clients, competition, finance, technical and legal. For each risk we estimate the impact, likelihood as well as identify mitigating strategies. This plan is reviewed periodically and at least annually. During such reviews, each risk category is considered by the Directors with a view to understanding (i) whether the nature, impact or likelihood of any risks has changed, (ii) whether the mitigating actions taken by the Company should change as a result and (iii) whether any new risks or categories of risk have arisen since the last review. The Company's Business Continuity and Disaster Recovery Plan is reviewed by its auditor and Board as part of its annual audit process, providing a degree of external assurance as to the suitability of its risk management strategy.
5. Maintain the Board as a well-functioning, balanced team led by the Chairman
The Board of Physiomics Plc currently comprises one Executive Director, one Non-Executive Chairman and a Finance Director who also acts as Company Secretary. The Board meets at least monthly for one day (except August). Each Director is re-elected to the Board on a rotating basis by a vote of members at the Company's AGM. The Board is considering each Director standing for re-election at each AGM, in line with new QCA guidance, from the next AGM.
Executive Directors are employees of the Company. Non-Executive Directors' contracts require that directors dedicate a minimum of one day per month. In addition, non-executive directors may provide additional paid consulting services at rates specified in their contracts.
The attendance of the Directors at the regular Board and Committee Meetings during the year ended 30 June 2026 were as follows.
|
Name |
Position |
Regular Board Meetings and AGM |
Finance & Audit Committee |
Remuneration Committee |
|
Jim Millen |
Non-executive Chairman |
10 (10) |
1(1) |
1(1) |
|
Peter Sargent |
Chief Executive Officer |
12 (12) |
1(1) |
1(1) |
|
Shalabh Kumar |
Non-executive Director |
10 (10) |
1(1) |
|
|
Tim Corn |
Non-executive Director |
9 (10) |
|
1(1) |
|
Michael Whitlow |
Executive Director |
2(2) |
|
|
|
Nick Tulloch |
Non-executive Chairman |
2(2) |
|
|
|
Ian Bagnall |
Finance Director & Company Secretary |
2(2) |
|
|
Numbers in brackets denote the total number of meetings that each Director was eligible to attend during the year.
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The current Directors of the Company, together with their experience, skills, and personal qualities relevant to the Company's business are outlined below:
The Company holds annual briefings for the Board covering regulations that are relevant to their role as Directors of an AIM-quoted company.
The Company believes that its directors' blend of past and ongoing experience provides them with the relevant up to date skills needed to act as board members for a small company. The Company keeps close contact with its NOMAD and nominated Broker on ongoing regulatory and market related changes and issues, and seeks their advice and periodic teach ins.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Evaluation of the performance of the Board has historically been implemented internally. The Board will review and consider the performance of each Director at or around the time of the Company's Annual General Meeting.
On an ongoing basis, Board members maintain a watching brief to identify relevant internal and external candidates who may be suitable additions for current Board members.
8. Promote a corporate culture that is based on ethical values and behaviours
The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value. The Company maintains and annually reviews a handbook that includes clear guidance on what is expected of every employee and officer of the Company. Adherence of these standards is a key factor in the evaluation of performance within the Company, including during annual performance reviews. In addition, staff matters are a standing topic at every Board meeting, and the COO reports on any notable examples of behaviours that either align with or are at odds with the Company's stated values. The Directors believe that the Company culture encourages collaborative, ethical behaviour which benefits employees, clients and shareholders and that all employees and consultants work in line with the Company's values.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board of the Company, together with its sub-committees, is responsible for the following:
The key Board roles are as follows:
The Board has two sub-committees appointed by the Board of Directors. They are as follows:
Finally, the Company considers how best to evolve its governance framework as it grows. It currently does not have an ESG committee.
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
On the Company's website, shareholders can find all historical RNS announcements, interim reports, and annual reports. Annual Reports and Annual General Meeting Circulars are made available to all registered shareholders or nominees via electronic shareholder communication system managed by the Company's registrar and results of Annual General Meeting votes are also published on the Company's website. The Company's website allows shareholders and other interested parties to sign up to a mailing list to enable them to directly receive regulatory and other Company releases. As described earlier, the Company also maintains email and phone contacts which shareholders can use to make enquiries or requests.
The Company has a relatively small environmental footprint and operates as a fully virtual business with staff working from home. The team do meet up face to face at least six times per year.
The activities of the Company are targeted at supporting companies developing drugs and therapies to fight a variety of diseases, including cancer, in addition, the computer-based modelling we undertake serves to reduce the volume of animal testing needed in developing such therapies.
Finally, in terms of diversity and inclusion, of seven permanent employees, three are women and three are non-UK nationals.
On the 8 July 2026 the company announced that it had secured multiple contract awards with a combined estimated value in excess of £200,000.
Also on the 10 September 2026, the company announced that it had secured new contracts with a combined value of more than £205,000.
There were no further post reporting events to note.
The Directors in office on 12 October 2026 have confirmed that, as far as they are aware, there is no relevant audit information of which the auditors are unaware. Each of the Directors have confirmed that they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditors.
After making appropriate enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
The Board is responsible for the Company's system of internal control and risk management and for reviewing its effectiveness. The Directors have a reasonable expectation that the Company will safeguard the Company's assets. The risk management process and internal control systems are designed to manage rather than eliminate the risk of failing to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss. The key features of the Company's system of internal control are as follows:
Although the Company is not required to report under the UK Government's Streamlined Energy and Carbon Reporting (SECR) framework, the Board recognises the importance of environmental responsibility and transparency. Physiomics operates as a virtual business with no office space, therefore its overall energy use and carbon footprint are modest. The principal sources of emissions arise from electricity usage when staff are at home and occasional business travel. During the year the Company has:
Given the scale of operations, the Board believes that Physiomics' environmental impact is low; however, it remains committed to adopting proportionate measures to further reduce its footprint where practicable.
The Company values the views of its shareholders and recognises their interest in the Company's strategy, performance, and the ability of the Board. The AGM provides an opportunity for two-way communication, and all shareholders are encouraged to attend and participate. Separate resolutions will be put to shareholders at the AGM, giving them the opportunity to discuss matters of interest. The Company counts all proxy votes and will indicate the level of proxies lodged on each resolution, after each has been dealt with on a show of hands.
The Company intends to hold an in-person AGM this year, further details of which will be announced shortly.
We have audited the financial statements of Physiomics PLC (the Company) for the year ended 30 June 2026 which comprise the Income Statement, the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flow and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Accounting Standards.
In our opinion the financial statements:
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK. Including the FRC's Ethical Standard as applied to listed entitles, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We tailored the scope of our audit to ensure that we performed sufficient and appropriate audit work to be able to express an opinion on the financial statements. The scope of our audit of the Company's financial statements involved obtaining an understanding of the Company and its environment, including the system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
|
Risk |
How the Scope of our audit responded to the risk |
|
Revenue recognition (Note 3) |
We focused our work on those revenue streams that are most susceptible to the risk of material misstatement in the financial statements. Our work was focused on ensuring that revenue was recognised in accordance with the requirements of IFRS 15 and IAS 20. |
The scope and focus of our audit were influenced by our assessment and application of materiality. We define materiality as the magnitude of misstatement that could reasonably be expected to influence the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements both individually and on the financial statements as a whole.
Due to the nature of the company and its activities, we concluded that the loss before tax was likely to be the main focus for the users of the financial statements; accordingly, our calculation of materiality used the loss before tax as the relevant benchmark. Based on our professional judgement, we determined overall materiality to be £41,000 based on 6% of the loss before tax (2025: £24,000 based on 6% of the loss before tax). On the basis of our risk assessments, together with our assessment of the overall control environment, we use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Our performance materiality was 50% (2025: 50%) of overall materiality, amounting to £20,500 (2025: £12,000).
We agreed to report to the Audit Committee all audit differences in excess of £2,050 (2025: £1,200), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also reported to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included;
We observed, based on the work performed as set out above, that the assumptions used by the company in preparing their cash flow forecasts and budgets were reasonable and that the approach taken in determining forecast revenues as set out above was appropriate. We also concluded after performing the sensitivity analysis referred to above that the changes to the assumptions used did not appear to significantly impact the company's ability to continue in business for at least twelve months from the date of approval of the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
As explained more fully in the Statement of Directors' Responsibilities set out on page 21 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the FRC's website. https://www.frc.org.uk/library/standards-codes-policy/audit-assurance-and-ethics/auditors-responsibilities-for-the-audit/
This description forms part of our auditor's report.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of the company's members those matters which we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the company and company's members as a body, for our work, for this report, or for the opinions we have formed.
|
|
|
Year ended |
Year ended |
|
|
Notes |
£ |
£ |
|
Revenue |
3 |
941,222 |
784,005 |
|
Other operating income |
3 |
113,947 |
50,151 |
|
Total income |
|
1,055,169 |
834,156 |
|
Net operating expenses |
|
(1,742,423) |
(1,291,947) |
|
Operating loss |
4 |
(687,254) |
(457,791) |
|
Finance income |
7 |
1,111 |
522 |
|
Finance costs |
8 |
(566) |
- |
|
Loss before taxation |
|
(686,709) |
(457,269) |
|
Income tax income |
9 |
(10,325) |
42,015 |
|
Loss for the year attributable to equity shareholders |
25 |
(697,034) |
(415,254) |
|
|
|
|
|
|
Earnings per share (shown in pence) |
10 |
|
|
|
Basic and diluted |
|
(0.20)p |
(0.17)p |
|
|
Year ended |
Year ended |
|
|
£ |
£ |
|
Loss for the year |
(697,034) |
(415,254) |
|
Other comprehensive income |
- |
- |
|
Total comprehensive income/ (expense) for the year |
(697,034) |
(415,254) |
|
|
|
|
|
Attributable to: |
|
|
|
Equity holders |
(697,034) |
(415,254) |
|
|
Notes |
2026 |
2025 |
|
Non-current assets |
|
|
|
|
Intangible assets |
12 |
2,069 |
3,280 |
|
Property, plant and equipment |
13 |
8,454 |
12,800 |
|
Prepayments |
|
17,035 |
- |
|
|
|
27,558 |
16,080 |
|
Current assets |
|
|
|
|
Trade and other receivables |
14 |
342,358 |
414,704 |
|
Cash and cash equivalents |
|
418,635 |
461,242 |
|
|
|
760,993 |
875,946 |
|
Total assets |
|
788,551 |
892,026 |
|
Current liabilities |
|
|
|
|
Trade and other payables |
18 |
226,526 |
160,661 |
|
Deferred revenue |
19 |
38,048 |
39,194 |
|
Total liabilities |
|
264,574 |
199,855 |
|
|
|
|
|
|
Net current assets |
|
496,419 |
676,091 |
|
Net assets |
|
523,977 |
692,171 |
|
|
|
|
|
|
Equity |
|
|
|
|
Called up share capital |
22 |
2,706,232 |
2,106,232 |
|
Share premium account |
23 |
6,194,456 |
6,270,896 |
|
Other reserves |
24 |
133,179 |
128,385 |
|
Retained earnings |
25 |
(8,509,890) |
(7,813,342) |
|
Total equity |
|
523,977 |
692,171 |
|
|
Notes |
Share capital |
Share premium account |
Other reserves |
Profit and loss reserves |
Total |
|
|
|
£ |
£ |
£ |
£ |
£ |
|
Balance at 1 July 2024 |
|
1,435,287 |
6,122,115 |
151,387 |
(7,426,262) |
282,527 |
|
Year ended 30 June 2025: |
|
|
|
|
|
|
|
Loss and total comprehensive income for the year |
|
- |
- |
- |
(415,254) |
(415,254) |
|
Issue of share capital |
23 |
670,945 |
148,781 |
- |
- |
819,726 |
|
Transfer to other reserves |
23 |
- |
- |
5,172 |
- |
5,172 |
|
Other movements |
|
- |
- |
(28,174) |
28,174 |
- |
|
Balance at 30 June 2025 |
|
2,106,232 |
6,270,896 |
128,385 |
(7,813,342) |
692,171 |
|
Year ended 30 June 2026: |
|
|
|
|
|
|
|
Loss and total comprehensive income for the year |
|
- |
- |
- |
(697,034) |
(697,034) |
|
Issue of share capital |
23 |
600,000 |
(76,440) |
- |
- |
523,560 |
|
Transfer to other reserves |
|
- |
- |
5,280 |
- |
5,280 |
|
Other movements |
|
- |
- |
(486) |
486 |
- |
|
Balance at 30 June 2026 |
|
2,706,232 |
6,194,456 |
133,179 |
(8,509,890) |
523,977 |
|
|
Notes |
2026 |
2025 |
|
Cash flows from operating activities |
|
|
|
|
Cash absorbed by operations |
33 |
(604,300) |
(605,546) |
|
Interest paid |
|
(566) |
- |
|
Tax refunded |
|
42,014 |
59,403 |
|
Net cash outflow from operating activities |
|
(562,852) |
(546,143) |
|
Investing activities |
|
|
|
|
Purchase of tangible fixed assets |
|
(4,426) |
(3,935) |
|
Interest received |
|
1,111 |
522 |
|
Net cash used in investing activities |
|
(3,315) |
(3,413) |
|
Financing activities |
|
|
|
|
Proceeds from issue of shares |
|
600,000 |
906,417 |
|
Share issue costs |
|
(76,440) |
(86,691) |
|
Net cash generated from financing activities |
|
523,560 |
819,726 |
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(42,607) |
270,170 |
|
Cash and cash equivalents at beginning of year |
|
461,242 |
191,072 |
|
Cash and cash equivalents at end of year |
|
418,635 |
461,242 |
Company information
Physiomics PLC is a Company limited by shares incorporated in England and Wales. The registered office and principal place of business is Milton Park Innovation Centre, 99 Park Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RY. The Company's ordinary shares of 0.4p each are admitted to trading on the AIM market of the London Stock Exchange plc.
1.1 Accounting convention
The financial statements have been prepared in accordance with UK adopted International Accounting Standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below.
1.2 Application of new and revised International Financial Reporting Standards ("IFRSs")
Standards, amendments and interpretations to existing standards that are not yet effective have not been early adopted by the company.
At the date of authorisation of these financial statements, the Directors have reviewed the standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial statements.
1.3 Going concern
The accounts have been prepared on a going concern basis.
The Company operates in the relatively defensive pharmaceutical industry.
As at 30 June 2026 the Company held cash and cash equivalents of £418,635 (2025: £461,242), which are managed under a Board investment policy that prioritises low-risk cash or cash-equivalent investments to safeguard the principal, and trade debtors of £82,369 (2025: £245,721). Together with anticipated invoicing from contracted revenue of £618,000, these resources are projected to cover the budgeted expenses for the 12 months subsequent to the date of signing these financial statements.
In assessing going concern, the Directors considered not only this contracted revenue, cash balance and trade debtor receipts, but also the wider sales pipeline, staffing requirements, cost base, and the actions available to manage expenditure if necessary. They reviewed financial projections and sensitivity analyses across a range of scenarios extending to twelve months from the date of approval of these financial statements. These analyses demonstrated that the Company is expected to remain cash positive, and where lower income levels were assumed, the Board identified mitigating measures such as cost reductions or deferral of discretionary spend that would preserve liquidity.
Having undertaken this review, the Directors believe that the Company is adequately placed to manage its business and financing risks for the next twelve months from the date of approval of these financial statements. Accordingly, the Directors continue to adopt the going concern basis in preparing the annual report and accounts.
1.4 Revenue recognition
The revenue shown in the income statement relates to amounts received or receivable from the provision of services associated with quantitative pharmacology and biometrics services to pharmaceutical companies.
Revenue from the provision of the principal activities is recognised by reference to the stage of completion of the transaction at the balance sheet date where the amount of revenue can be measured reliably and sufficient work has been completed with certainty to ensure that the economic benefit will flow to the Company.
1.5 Intangible assets other than goodwill
Intangible assets acquired separately from third parties are recognised as assets and measured at cost.
Following initial recognition, intangible assets are measured at cost or fair value at the date of acquisition less any amortisation and any impairment losses. Amortisation costs are included within the net operating expenses disclosed in the income statement.
Intangible assets are amortised over their useful lives as follows:
|
|
Useful life |
Method |
|
Trademarks |
10 years |
Straight line |
|
Licenses |
5 years |
Straight line |
Useful lives are also examined on an annual basis and adjustments, where applicable are made on a prospective basis. The Company does not have any intangible assets with indefinite lives.
1.6 Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
|
Fixtures and fittings |
3 years straight line |
|
IT Equipment |
3 years straight line |
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.7 Research and development expenditure
Expenditure on research activity is recognised as an expense in the period in which it is incurred.
1.8 Impairment of tangible and intangible assets
Property, plant and equipment and intangible assets 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 asset's 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. For purposes of assessing impairment, assets that do not individually generate cash flows are assessed as part of the cash generating unit to which they belong. Cash generating units are the lowest levels for which there are cash flows that are largely independent of the cash flows from other assets or groups of assets.
1.9 Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.
1.10 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.
1.11 Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.
Financial assets are initially measured at fair value plus transaction costs, other than those classified as fair value through the income statement, which are measured at fair value.
Trade and other receivables
Trade receivables are recognised and carried at the lower of their original invoiced value and recoverable amount. Balances are written off when the probability of recovery is considered to be remote.
Impairment of financial assets
Financial assets, other than those at fair value through the income statement, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.12 Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through the income statement or other financial liabilities.
Financial liabilities are classified according to the substance of the contractual arrangements entered into.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.
1.13 Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
1.14 Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.16 Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17 Share-based payments
The Company issues equity settled share based payments to certain employees. Equity settled share based payments are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period. Fair value is measured by use of a Black-Scholes model.
1.18 Leases
At inception, the Company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within tangible fixed assets, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other tangible fixed assets. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.19 Government grants
Government grants are recognised when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants of a revenue nature are credited to the profit and loss account in the same period as the related expenditure.
1.20 Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the income statement for the period.
1.21 Segment reporting
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments.
Operating segments are reported based on the internal reporting reviewed by the Chief Operating Decision Maker ("CODM"). The CODM is responsible for allocating resources and assessing performance and has been identified as the Board of Directors of the Company.
Although the Group has established three service lines, Biometrics, Modelling and Simulation (Quantitative Pharmacology) and Personalised Medicine, the CODM currently reviews financial performance on a consolidated basis and resources are allocated at the Company level. Accordingly, the Company is considered to have one reportable operating segment.
Revenue for projects started and completed during the financial year is recognised in full during the year. Revenue from a project which commences in one financial year and is completed in a subsequent financial year is recognised over the life of the project based on the expected period to completion as anticipated at each balance sheet date less what has already been recognised during a previous financial period or periods.
There were no other material accounting estimates or areas of significant judgements required.
An analysis of the Company's revenue is as follows:
|
|
2026 |
2025 |
|
Revenue |
941,222 |
784,005 |
|
|
|
|
|
Other operating income |
|
|
|
Grant income |
59,600 |
50,151 |
|
Research & Development tax credit |
54,347 |
- |
|
Total other operating income |
113,947 |
50,151 |
The principal activities are the provision of services associated with quantitative pharmacology and biometrics services to pharmaceutical companies.
This activity comprises a single segment of operation of a sole UK base and entirely UK based assets. Revenue was derived in the UK, European Union, Switzerland and the United States (2025: UK, European Union and Switzerland) from its principal activity.
Research and Development tax credits include tax grants receivable from the UK government in respect of qualifying research and development expenditure incurred.
|
|
2026 |
2025 |
|
Operating loss for the period is stated after charging/(crediting): |
|
|
|
Net foreign exchange losses/(gains) |
2,908 |
2,401 |
|
Research and Development tax credit |
(54,347) |
- |
|
Government grants |
(59,600) |
(50,151) |
|
Fees paid to the Company's auditor, refer to below |
25,000 |
11,250 |
|
Depreciation of property, plant and equipment |
7,682 |
7,964 |
|
Profit on disposal of property, plant and equipment |
1,089 |
- |
|
Amortisation of intangible assets |
1,211 |
1,099 |
|
Share-based payments |
5,280 |
5,172 |
|
|
2026 |
2025 |
|
Fees payable to the Company's auditor and associates: |
|
|
|
For audit services |
|
|
|
Audit of the Company's financial statements |
25,000 |
11,250 |
The average monthly number of persons (including directors) employed by the Company during the year was:
|
|
2026 |
2025 |
|
|
11 |
10 |
Their aggregate remuneration comprised:
|
|
2026 |
2025 |
|
Wages and salaries |
742,739 |
567,865 |
|
Social security costs |
97,156 |
60,041 |
|
Other pension and insurance benefit costs |
76,241 |
44,320 |
|
|
916,136 |
672,226 |
Directors' remuneration
Details of Directors' remuneration in the year ended 30 June 2026 is set out below.
|
|
Emoluments |
Benefits |
Pension Contributions |
Total 2026 |
Total 2025 |
|
|
£ |
£ |
£ |
£ |
£ |
|
Dr J S Millen |
31,667 |
2,790 |
- |
34,457 |
40,768 |
|
Mr S Kumar |
16,667 |
- |
- |
16,667 |
20,000 |
|
Dr T H Corn |
16,667 |
- |
- |
16,667 |
20,000 |
|
Dr P J Sargent |
126,271 |
1,354 |
10,633 |
138,258 |
164,611 |
|
Mr I R Bagnall |
7,454 |
- |
628 |
8,082 |
- |
|
Mr N Tulloch |
4,141 |
- |
349 |
4,490 |
- |
|
Mr M Whitlow |
- |
- |
- |
- |
- |
|
Total |
202,867 |
4,144 |
11,610 |
218,621 |
245,379 |
Dr P J Sargent's base salary during his directorship of £132,917 is reduced by a £6,646 salary sacrifice to £126,271, with his £10,633 pension including the sacrificed amount. Mr I Bagnall's base salary during his directorship of £7,846 is reduced by a £392 salary sacrifice to £7,454, with his £628 pension including the sacrificed amount. Mr N Tulloch's base salary during his directorship of £4,359 is reduced by a £218 salary sacrifice to £4,141, with his £349 pension including the sacrificed amount.
Dr J S Millen, Mr S Kumar, Dr T H Corn and Dr P J Sargent resigned as Directors on 29 April 2026. Mr I B Bagnall, Mr N G S Tulloch and Mr M Whitlow were appointed as Directors on 29 April 2026.
As announced on the 30 June 2026, the conditional issue of new ordinary shares of 0.40 pence each in Physiomics (the "Ordinary Shares") in respect of the board of directors of Physiomics' (the "Board" or the "Directors") remuneration policy as announced on 8 May 2026, whereby each Director is remunerated partially through the issue of new Ordinary Shares.
As the Company currently has no headroom to issue new Ordinary Shares, the above share awards to the Directors will be made following the Company's next annual general meeting ("AGM") at which resolutions will be proposed to grant authorities for the issue of the new Ordinary Shares and the Options described below.
Physiomics further announced the grant of options ("Options") to Directors for a total of 20,139,858 Ordinary Shares. Each Option provides the holder with the right to receive one new Ordinary Share on its exercise. 10,909,089 of the Options were granted with an exercise price of 0.55 pence per new Ordinary Share and 9,230,769 of the Options were granted with an exercise price of 0.65 pence per new Ordinary Share, representing a premium of approximately 15 per cent. and approximately 35 per cent. respectively to the mid-market closing price of 0.48 pence per Ordinary Share on 26 June 2026. The resultant position is as shown below;
|
Name |
New Ordinary Shares to be issued |
Total Ordinary Shares held in the Company following Admission |
As a percentage of the Company's enlarged issued share capital following Admission |
Options held in the Company |
|
Nick Tulloch |
4,000,000 |
4,000,000 |
0.86% |
6,713,286 |
|
Michael Whitlow |
5,000,000 |
64,000,000 |
13.70% |
6,713,286 |
|
Ian Bagnall |
5,000,000 |
21,111,111 |
4.52% |
6,713,286 |
|
Total |
14,000,000 |
|
|
|
|
|
2026 |
2025 |
|
Interest income |
|
|
|
Bank deposits |
1,111 |
522 |
|
|
2026 |
2025 |
|
Interest income |
|
|
|
Other interest payable |
566 |
- |
Interest rate risk
The Company finances its operations by cash and short-term deposits. The Company's policy on interest rate management is agreed at board level and is reviewed on an ongoing basis. Other creditors, accruals and deferred revenue values do not bear interest.
Interest rate profile
The Company had no bank borrowings at the 30 June 2026 and 30 June 2025.
|
|
2026 |
2025 |
|
Current tax |
|
|
|
UK Corporation Tax on profits for the current period |
10,325 |
- |
|
Research and development tax credit: current year |
- |
(42,015) |
|
|
10,325 |
(42,015) |
The charge for the year can be reconciled to the loss per the income statement as follows:
|
|
2026 |
2025 |
|
Loss before taxation |
(686,709) |
(457,269) |
|
|
|
|
|
Expected tax charge based on a corporation tax rate of 25% (2025: 25%) |
(171,677) |
(114,317) |
|
Expenses not deductible in determining taxable profit |
24,917 |
4,536 |
|
Unutilised tax losses carried forward |
147,885 |
97,822 |
|
Research and development tax credits |
- |
(42,015) |
|
Deferred / (accelerated) capital allowances |
(1,125) |
(1,008) |
|
Research and development notional tax adjustment |
10,325 |
12,967 |
|
Tax charge for the year |
10,325 |
(42,015) |
At 30 June 2026 tax losses of £5,461,584, (2025: £4,870,043) remained available to carry forward against future taxable trading profits. These amounts are in addition to any amounts surrendered for research and developments tax credits. There is an unrecognised deferred tax asset of £1,365,396. (2025: £1,216,673).
Unrecognised deferred tax is calculated at 25%, the rate enacted at the balance sheet date. (2025: 25%).
|
|
2026 |
2025 |
|
Number of shares |
|
|
|
Weighted average number of ordinary shares for basic earnings per share |
345,537,485 |
238,162,444 |
|
|
£ |
£ |
|
Earnings - Continuing operations |
|
|
|
Loss for the period from continued operations |
(697,034) |
(415,254) |
|
Earnings for basic and diluted earnings per share being net profit attributable to equity shareholders of the Company for continued operations |
(697,034) |
(415,254) |
|
Earnings per share for continuing operations |
|
|
|
Basic and diluted earnings per share (shown in pence) |
(0.20p) |
(0.17p) |
|
Basic and diluted earnings per share |
(0.20p) |
(0.17p) |
The loss attributable to equity holders (holders of ordinary shares) of the Company for the purpose of calculating the fully diluted loss per share is identical to that used for calculating the loss per share. The exercise of share options would have the effect of reducing the loss per share and is therefore anti-dilutive under the terms of IAS 33 'Earnings per Share'.
|
|
2026 |
2025 |
|
Held at amortised cost: |
|
|
|
Current financial assets |
|
|
|
Trade and other receivables |
289,770 |
330,661 |
|
Cash and cash equivalents |
418,635 |
461,242 |
|
|
708,405 |
791,903 |
|
Current financial liabilities |
|
|
|
Trade and other payables |
201,768 |
135,434 |
|
Deferred revenue |
38,048 |
39,194 |
|
|
239,816 |
174,628 |
The Company's financial instruments comprise cash and short-term deposits and other financial instruments, such as trade debtors and creditors that arise directly from its operations.
The main risks arising from the Company's financial instruments are interest rate risk, liquidity risk and foreign currency risk. The policies for managing these are periodically reviewed and agreed by the Board.
It is and has been throughout the year under review, the Company's policy that no trading in financial instruments shall be undertaken.
|
|
Licenses |
Trademarks |
Total |
|
Cost |
|
|
|
|
At 1 July 2024 |
3,350 |
4,298 |
7,648 |
|
At 30 June 2025 |
3,350 |
4,298 |
7,648 |
|
At 30 June 2026 |
3,350 |
4,298 |
7,648 |
|
Amortisation and impairment |
|
|
|
|
At 1 July 2024 |
1,117 |
2,152 |
3,269 |
|
Charge for the year |
669 |
430 |
1,099 |
|
At 30 June 2025 |
1,786 |
2,582 |
4,368 |
|
Charge for the year |
781 |
430 |
1,211 |
|
At 30 June 2026 |
2,567 |
3,012 |
5,579 |
|
Carrying amount |
|
|
|
|
At 30 June 2026 |
783 |
1,286 |
2,069 |
|
At 30 June 2025 |
1,564 |
1,716 |
3,280 |
|
|
Fixtures and fittings |
IT equipment |
Total |
|
Cost |
|
|
|
|
At 1 July 2024 |
2,184 |
90,924 |
93,108 |
|
Additions |
106 |
3,829 |
3,935 |
|
Disposals |
(1,188) |
(59,637) |
(60,825) |
|
At 30 June 2025 |
1,102 |
35,116 |
36,218 |
|
Additions |
- |
4,426 |
4,426 |
|
Disposals |
(936) |
(5,646) |
(6,825) |
|
At 30 June 2026 |
166 |
33,896 |
34,062 |
|
Accumulated depreciation and impairment |
|
|
|
|
At 1 July 2024 |
1,986 |
74,293 |
76,279 |
|
Charge for the year |
105 |
7,859 |
7,964 |
|
Eliminated on disposal |
(1,188) |
(59,637) |
(60,825) |
|
At 30 June 2025 |
903 |
22,515 |
23,418 |
|
Charge for the year |
67 |
7,615 |
7,682 |
|
Eliminated on disposal |
(804) |
(4,688) |
(5,492) |
|
At 30 June 2026 |
166 |
25,442 |
25,608 |
|
Carrying amount |
|
|
|
|
At 30 June 2026 |
- |
8,454 |
8,454 |
|
At 30 June 2025 |
199 |
12,601 |
12,800 |
|
At 30 June 2024 |
198 |
16,631 |
16,829 |
|
|
Due within one year |
Due after one year |
||
|
|
2026 |
2025 |
2026 |
2025 |
|
Trade debtors |
82,369 |
245,721 |
- |
- |
|
Other receivables |
29,023 |
5,738 |
- |
- |
|
Corporation tax recoverable |
44,021 |
42,013 |
- |
- |
|
VAT recoverable |
25,602 |
9,411 |
- |
- |
|
Prepayments and accrued income |
161,343 |
111,821 |
17,035 |
- |
|
|
342,358 |
414,704 |
17,035 |
- |
There are no material differences between the fair value of financial assets and the amount at which they are stated in the financial statements.
There are no material differences between the fair value of financial liabilities and the amount at which they are stated in the financial statements.
The Company seeks to manage financial risk by ensuring that sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
|
|
Due within one year |
|
|
|
2026 |
2025 |
|
Trade creditors |
85,718 |
88,503 |
|
Accruals |
111,062 |
43,910 |
|
Social security and other taxation |
24,758 |
25,227 |
|
Other creditors |
4,988 |
3,021 |
|
|
226,526 |
160,661 |
|
|
2026 |
2025 |
|
Arising from invoices in advance |
38,048 |
39,194 |
Analysis of deferred revenue
Deferred revenues are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
|
|
2026 |
2025 |
|
Current liabilities |
38,048 |
39,194 |
Defined contribution schemes
The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.
The total costs charged to income in respect of defined contribution plans is £58,953 (2025: £36,250).
As at the statement of financial position date the Company had unpaid pension contributions totalling £4,988 (2025: £3,021).
The Company operates two share option schemes: (1) under the Enterprise Management Initiative Scheme ("EMI") and (2) an unapproved share option scheme. Both are equity settled. Options are granted with a fixed exercise price equal to the market price of the shares under option at the date of grant. Some options are subject to performance criteria relating to either share price performance or the achievement of certain corporate milestones. The contractual life of the options is 10 years from the date of issue.
A summary of the options at the start and end of period for directors and all other employees is presented in the following table:
|
Holder |
Outstanding at start of period |
Granted during period |
Forfeited during period |
Exercised during period |
Outstanding at end of period |
Exercisable at end of period |
Exercise price (p) |
Date of grant |
Date of expiry |
|
Dr. J. Millen |
520,000 |
- |
- |
- |
520,000 |
520,000 |
5.35 |
26-Mar-18 |
26-Mar-28 |
|
Dr. J. Millen |
400,000 |
- |
- |
- |
400,000 |
400,000 |
3.16 |
26-Mar-19 |
26-Mar-29 |
|
Dr. J. Millen |
985,454 |
- |
- |
- |
985,454 |
985,454 |
7.55 |
02-Mar-21 |
01-Mar-31 |
|
Dr. P. Sargent |
1,354,725 |
- |
- |
- |
1,354,725 |
1,354,725 |
1.55 |
06-Feb-24 |
05-Feb-34 |
|
Dr. P. Sargent |
1,354,725 |
- |
- |
- |
1,354,725 |
903,150 |
2.55 |
06-Feb-24 |
05-Feb-34 |
|
Dr. P. Sargent |
1,354,725 |
- |
- |
- |
1,354,725 |
903,150 |
3.55 |
06-Feb-24 |
05-Feb-34 |
|
Other staff |
659,641 |
- |
- |
- |
659,641 |
659,641 |
2.5 |
28-Feb-17 |
28-Feb-27 |
|
Other staff |
350,000 |
- |
- |
- |
350,000 |
350,000 |
5.35 |
26-Mar-18 |
26-Mar-28 |
|
Other staff |
267,000 |
- |
- |
- |
267,000 |
267,000 |
3.16 |
26-Mar-19 |
26-Mar-29 |
|
Other staff |
694,287 |
- |
- |
- |
694,287 |
694,287 |
7.55 |
02-Mar-21 |
01-Mar-31 |
|
Other staff |
54,596 |
- |
54,596 |
- |
- |
- |
3.5 |
21-Dec-15 |
21-Dec-25 |
|
Other staff |
201,891 |
- |
- |
- |
201,891 |
201,891 |
2.5 |
28-Feb-17 |
28-Feb-27 |
|
Other staff |
240,000 |
- |
- |
- |
240,000 |
240,000 |
5.35 |
26-Mar-18 |
26-Mar-28 |
|
Other staff |
193,000 |
- |
- |
- |
193,000 |
193,000 |
3.16 |
26-Mar-19 |
26-Mar-29 |
|
Other staff |
582,333 |
- |
- |
- |
582,333 |
582,333 |
7.55 |
02-Mar-21 |
01-Mar-31 |
|
Other staff |
425,000 |
- |
- |
- |
425,000 |
425,000 |
4.38 |
29-Apr-22 |
29-Apr-32 |
|
Other staff |
- |
1,516,044 |
- |
- |
1,516,044 |
1,516,044 |
0.41 |
22-Dec-25 |
21-Dec-35 |
|
Other staff |
- |
1,516,044 |
- |
- |
1,516,044 |
1,516,044 |
0.79 |
22-Dec-25 |
21-Dec-35 |
|
Other staff |
- |
1,516,044 |
- |
- |
1,516,044 |
1,516,044 |
1.29 |
22-Dec-25 |
21-Dec-35 |
|
Total |
9,637,377 |
4,548,132 |
54,596 |
- |
14,130,913 |
13,227,763 |
|
|
|
There were 4,548,132 (2025: nil) share options granted during the year. The weighted average share price at the date of grant was £0.0069. The options vest according to time and performance-based criteria.
The options outstanding at 30 June 2026 had an exercise price ranging from £0.0041 to £0.0755, and a remaining contractual life ranging between 6 months and 9.5 years.
Fair value is measured using Black-Scholes share option pricing model.
The expected volatility is based on the sixty-day average historical volatility of the Company over 3 years.
The expected life of options is based on the share option exercise history with the Company. The risk-free rate of return is derived from UK treasury yields at 2 and 3 years.
Total expenses of £5,280 related to equity settled share-based payment transactions were recognised in the year (2025: £5,172).
As announced on the 30 June 2026, the conditional issue of new ordinary shares of 0.40 pence each in Physiomics (the "Ordinary Shares") in respect of the board of directors of Physiomics' (the "Board" or the "Directors") remuneration policy as announced on 8 May 2026, whereby each Director is remunerated partially through the issue of new Ordinary Shares.
As the Company currently has no headroom to issue new Ordinary Shares, the above share awards to the Directors will be made following the Company's next annual general meeting ("AGM") at which resolutions will be proposed to grant authorities for the issue of the new Ordinary Shares and the Options described below.
Physiomics further announced the grant of options ("Options") to Directors for a total of 20,139,858 Ordinary Shares. Each Option provides the holder with the right to receive one new Ordinary Share on its exercise. 10,909,089 of the Options were granted with an exercise price of 0.55 pence per new Ordinary Share and 9,230,769 of the Options were granted with an exercise price of 0.65 pence per new Ordinary Share, representing a premium of approximately 15 per cent. and approximately 35 per cent. respectively to the mid-market closing price of 0.48 pence per Ordinary Share on 26 June 2026. The resultant position is as shown below;
|
Name |
New Ordinary Shares to be issued |
Total Ordinary Shares held in the Company following Admission |
As a percentage of the Company's enlarged issued share capital following Admission |
Options held in the Company |
|
Nick Tulloch |
4,000,000 |
4,000,000 |
0.86% |
6,713,286 |
|
Michael Whitlow |
5,000,000 |
64,000,000 |
13.70% |
6,713,286 |
|
Ian Bagnall |
5,000,000 |
21,111,111 |
4.52% |
6,713,286 |
|
Total |
14,000,000 |
|
|
|
|
|
2026 |
2025 |
|
Ordinary share capital, issued and fully paid |
|
|
|
453,208,718 Ordinary of 0.4p each |
1,812,835 |
1,212,835 |
|
2,481,657,918 Deferred of 0.036p each |
893,397 |
893,397 |
|
|
2,706,232 |
2,106,232 |
The ordinary shares carry no rights to fixed income. The deferred shares have no voting rights and have no rights to receive dividends or other income.
|
|
Ordinary |
Deferred |
|
Reconciliation of movements during the year: |
|
|
|
At 1 July 2025 |
303,208,718 |
2,481,657,918 |
|
Issue of fully paid shares |
150,000,000 |
- |
|
At 30 June 2026 |
453,208,718 |
2,481,657,918 |
Current year changes to Ordinary share capital
On 20 March 2026 the Company issued 150,000,000 ordinary shares of 0.4p at a price of 0.4p per ordinary share, the proceeds of which were used for working capital purposes.
|
|
£ |
|
At 1 July 2024 |
6,122,115 |
|
Issue of new shares |
235,472 |
|
Share issue expenses |
(86,691) |
|
At 30 June 2025 |
6,270,896 |
|
Issue of new shares |
- |
|
Share issue expense |
(76,440) |
|
At 30 June 2026 |
6,194,456 |
The share premium account consists of proceeds from the issue of shares in excess of their par value (which is included in the share capital account) less the direct costs of issue.
|
|
£ |
|
At 1 July 2024 |
151,387 |
|
Additions |
5,172 |
|
Other movements |
(28,174) |
|
At 30 June 2025 |
128,385 |
|
Additions |
5,280 |
|
Other movements |
(486) |
|
At 30 June 2026 |
133,179 |
The share-based compensation reserve represents the credit arising on the charge for share options calculated in accordance with IFRS 2.
In respect of cancelled and exercised options that had vested, £486 (2025: £28,174) was transferred from the share-based payment reserve to the retained earnings.
|
|
£ |
|
At 1 July 2024 |
(7,426,262) |
|
Loss for the year |
(415,254) |
|
Other movements |
28,174 |
|
At 30 June 2025 |
(7,813,342) |
|
Loss for the year |
(697,034) |
|
Other movements |
486 |
|
At 30 June 2026 |
(8,509,890) |
Retained earnings includes an amount of £237,889 (2025: £237,889) in relation to the Equity Swap Agreement in 2014 which under the Companies Act is not distributable.
In respect of cancelled and exercised options that had vested, £486 (2025: £28,174) was transferred from the share-based payment reserve to the retained losses reserve.
Lessee
Amounts recognised in the income statement as an expense during the period in respect of operating lease arrangements are as follows:
|
|
2026 |
2025 |
|
Minimum lease payments under operating leases |
11,956 |
39,736 |
At the reporting end date, the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
|
|
2026 |
2025 |
|
Within one year |
170 |
3,956 |
At 30 June 2026 and 30 June 2025 the Company had no capital commitments.
The capital structure of the Company consists of cash and cash equivalents and equity attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings as disclosed in notes 22 to 25.
The Board's policy is to maintain an appropriate capital base so as to maintain investor and creditor confidence and to sustain future development of the business. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Company has a record of managing the timing and extent of discretionary expenditure in the business.
In order to maintain or adjust the capital structure the Company may issue new shares.
On the 8 July 2026 the company announced that it had secured multiple contract awards with a combined estimated value in excess of £200,000.
Also on the 10 September 2026, the company announced that it had secured new contracts with a combined value of more than £205,000.
There were no further post reporting events to note.
Remuneration of key management personnel
The remuneration of the Directors, who are the key management personnel of the Company, is set out in note 6, page 48.
PharmaLancers Ltd is a related party due to being under control of a director of the Company. During the year the Company incurred costs of £4,241 for consultancy services (2025: £984). At the year end the Company owed PharmaLancers Ltd £0 (2025: £637).
The Company does not currently have an ultimate controlling party and did not have one in this reporting year or the preceding reporting year.
|
|
1 July 2025 |
Cash flows |
30 June 2026 |
|
Cash at bank and in hand |
461,242 |
(42,607) |
418,635 |
|
|
|
|
|
|
Prior year: |
1 July 2024 |
Cash flows |
30 June 2025 |
|
Cash at bank and in hand |
191,072 |
270,170 |
461,242 |
|
|
2026 |
2025 |
|
Loss for the year after tax |
(697,034) |
(415,254) |
|
Adjustments for: |
|
|
|
Taxation charged/(credited) |
10,325 |
(42,015) |
|
Finance costs |
566 |
- |
|
Investment income |
(1,111) |
(522) |
|
Research and Development tax credit |
(54,347) |
- |
|
Loss on disposal of tangible fixed assets |
1,089 |
- |
|
Amortisation and impairment of intangible assets |
1,211 |
1,099 |
|
Depreciation and impairment of tangible fixed assets |
7,682 |
7,964 |
|
Equity settled share-based payment expense |
5,280 |
5,172 |
|
Movements in working capital: |
|
|
|
(Increase)/decrease in debtors |
86,114 |
(221,769) |
|
Increase/(decrease) in creditors |
37,071 |
54,659 |
|
(Decrease)/increase in deferred revenue outstanding |
(1,146) |
5,120 |
|
Cash absorbed by operations |
(604,300) |
(605,546) |