Aptamer Group PLC Annual report and accounts 2024
# Our vision is science unlimited
We do this by powering scientific innovation for our partners across the life sciences with novel technology solutions.
Through our people and values, we are driven to remove scientific barriers for our partners success by delivering high quality science underpinned by innovation, integrity, and precision.
Read our Chairman's statement
# Strategic report
| At a glance | |
|-------------------------------------|------|
| Investment case | 04 |
| Chairman's statement | 08 |
| Our market | 12 |
| Our business model | 14 |
| Our technology | 16 |
| Our strategy | 22 |
| Strategy in action | 24 |
| Chief Executive Officer's statement | 30 |
| Financial Review | 36 |
| Section 172 statement | 39 |
| Stakeholder engagement | - 40 |
| Principal risks & uncertainties | -42 |
# Strategy
Understand our strategy to deliver growth and shareholder value.
→ Read our strategy
# Governance
| Board of Directors | |
|---------------------------------------|----|
| Corporate governance | 46 |
| Audit Committee report | 48 |
| Remuneration Committee report | 50 |
| Directors' report | 54 |
| Directors' responsibilities statement | 56 |
# Financial statements
| Independent Auditor's report | 57 |
|------------------------------------------------|-----|
| Consolidated statement of comprehensive income | 64 |
| Consolidated statement of financial position | 65 |
| Company statement of financial position | 66 |
| Consolidated statement of changes in equity | 67 |
| Company statement of changes in equity | 68 |
| Consolidated statement of cash flows | 69 |
| Notes to the financial statements | 70 |
| Company information | 103 |
Innovation Insight into the advancement
strategic partners
--------------------------------------
of key Optimer® assets with
Annual report 2024
01 -
# At a glance
# What is an Optimer®?
An Optimer® is a short single-stranded DNA or RNA molecule that can selectively bind to a target.
Optimer® binders are oligonucleotide affinity binders that can function as complementary to, or an alternative to, antibodies. The limitations of antibodies are recognised by the market, but no alternative is readily available. Optimer® binders are offering new solutions within the global market, currently worth over \$170 billion,1 delivering solutions to bioprocessing, diagnostic, and pharmaceutical scientists.
# Global market current worth
\$170.8bn'
Developing affinity binders for therapeutics, diagnostics, and research applications
Targeting the affinity ligand market to meet demand for alternative solutions to antibodies
Discoveru and development using proprietary, automated, high-throughput platforms
# Optimer®+ - A next-generation platform
Optimer®+ combines a single-stranded DNA backbone with protein-like side chains for the best of Optimer® and protein-based antibodies.
Optimer®+ will broaden the applications and improve the performance over the Group's existing Optimer® technology while providing a strong differentiator to enter new markets, address new targets, and provide a proprietary position. These factors will give Aptamer Group a greater share of the affinity ligand market.
Others), End Use, By Region, By Country: Market Size, Insights, Competition, Covid-19 Impact and Forecast (2023-2028). Report number:
Azoth Analytics. Global Affintiy Ligands Market(2023 Edition)- Analysis By Type (Antibodies, Ig Binding Proteins, Lectins, Enzymes,
Annual report 2024
03 -
# Optimised affinity binders to enable the life science industry
# Disruptive technology
Our proprietary Optimer® are developed to solve complex problems facing the biotech and pharmaceutical industries.
The in vitro discovery processes used to develop our affinity binders enable researchers to:
- Pursue new targets
- Develop new assays
- Improve therapeutic effectiveness
- Overcome logistical and batch variability issues
Optimer® binders can be used alongside, or in place of, antibodies to deliver a range of commercial benefits over alternative affinity binders, including:
# Broader target applicability
# Lab-based isolation enables the pursuit of targets
# Tuneable selectivity
Optimer® isolation processes are tailored to give the required target selectivity, affinity and stability. This cannot be incorporated into traditional
Speed their discoveries
# that are not possible with antibodies e.g. whole
antibody generation. Speed of discovery
Automated high-throughout development processes
mean binders can be generated in as little as 17 days. Other binder technologies typically take 4 - 18 months.
Well-established chemical manufacturing methods are more reliable and give lower batch-to-batch variability than cell-based antibody manufacture. Despite the well-recognised limitations of antibody technology, these affinity ligands dominate the market, which was estimated to be worth in excess of \$170.8 billion in 2021 and is expected to reach \$355.5 billion by 2028.1 Driven by the growing understanding of the advantages of aptamers over antibodies, the aptamer market is set to grow rapidly over the next five to ten years into a multi-billion-dollar
Scalable, cost-effective production
Chemical sunthesis is easier and cheaper to scale up, leading to significant savings
The highest batch consistency
in large-scale manufacture.
worldwide market.2
tissues, toxins etc.
# Azoth Analytics. Global Affintiy Ligands Market (2023 Edition) - Analysis By Type (Antibodies, Ig Binding Proteins, Lectins, Enzymes, Others), End Use, By Region, By Country: Market Size, Insights, Competition, Covid-19 Impact and Forecast (2023-2028). Report number:
Report ID: GVR-1-68038-483-3
Aptamer Group PLC
(Diagnostics, Therapeutics, Research & Developments, Others), By Region, And Segment Forecasts, 2023 – 2030.
Grand View Research, Antamers Market Size, Share & Trends Analusis Report Bu Tuge (Nucleic Acid, Peptide), By Application
affinity ligand market1
Estimated global
70.8bn
- 04
# Specific, stable and automated competitive advantages
Our proprietary platform technologies deliver binders as little as 1/15th the size of traditional antibodies. Smaller size offers many advantages, including:
Increased tissue penetration for precision medicines
Interactions are closer to sensor surfaces giving better response in biosensors
Ability to access a broader range of target binding sites for new scientific insights
# More cost-effective production
Aptamer's high-throughput, automated systems mean that just a small number of scientists are needed to isolate binders, for efficient processing & rapid discovery of new functional molecules. This can be conducted in as little as 17 working days, saving time and money.
Improving the
sample requirements
project margins
capacitu
revenues
February 2024.
development, including:
Improved affinity Faster development
in lab-based tests
Increased target specificity
Optimer® platform
Process improvements and expanded product offerings have been implemented across the Optimer® platform during the last financial year. These updates support:
Advancing the Optimer®+ platform
platform enabled a soft launch of this service in
Technical progress made with the Optimer®+
The Optimer®+ platform will offer a number of advantages beyond our standard Optimer®
Compatibility with a broader range of target
tupes, including high value therapeutics
Proven stable and non-toxic performance
Demonstrated tolerability in animal studies
# Blue chip customer base
Aptamer Group is proud to have continuing relationships with a bluechip customer base.
The Group has worked with all of the top 10 global pharmaceutical companies, as well as SMEs, large regional organisations, universities and charities.
100%
Percentage of top 10 pharma companies we have served
fee income.
IP Portfolio
Aptamer Group has a strong Intellectual Property (IP) position
In most cases, the Group retains ownership of the intellectual property in relation to the binders developed for customers and therefore we retain the potential for significant ongoing roualty and licence
Our proprietary, fully-controlled patent portfolio covers 49 patents in various territories, from processes to products, including a novel aptamerbased diagnostic platform, binders against specific targets of commercial interest, and novel chemistries.
strategic assets
progressed towards licensing opportunities with specific partners.
Top 10 pharma
The Group has developed a number of strategic Optimer® assets from fee-for-service development work. These assets are now being
Advancing
Supporting development of novel drugs with Optimer® critical reagents.
Advancing Optimer® as novel
active ingredient for deodorants.
patent rights owned
Evaluating fibrotic liver Optimer® delivery vehicles for siRNA to generate precision medicines.
Developing an Optimer®-powered lateral flow test for early Alzheimer's disease diagnosis.
Annual report 2024
# Horizons expanded
Aptamer Group PLC
"Excellent technical and commercial progress; a comprehensive cost-base reset; and an acceleration of licensing opportunities will cement Aptamer Group's position as a global leader in line with shareholder expectations."
> I am delighted to have recently taken the role of Non-Executive Chairman at Aptamer Group, With a background in drug development, it is inspiring to be working at the forefront of the cutting-edge innovations and technical advancements the Group is driving across various sectors.
Recent changes over the last twelve months, both within the Company and across the macroeconomic and investment landscape, have encouraged the new Board of Directors to fortify a strategy that aims for three objectives:
- accelerated development of wholly-owned and partnered internal assets:
- revenue maximisation from our fee-for-service work; and,
Having raised the requisite funding to support our
next phase of growth, we have refocused the Company from a primary fee-for-service operation to a synergised wholly-owned and partnered licensing opportunities.
Delivering internal projects and
prudency of spending.
developing assets
contract research/internal portfolio business, restructured the Board to provide the expertise to support this new strategy and substantially realigned the operational cost-base. The Group has set achievable targets to maximise the cash runway while maintaining the ability to advance its in-house platform of
customer base beyond the standard markets of reagents, diagnostics, and therapeutics.
period in developing Optimer® assets within each of the business units. The Optimer® platform has diverse applications across the life sciences, and as recognition of our technology's advantages has increased, this has driven the expansion of the
Excellent technical progress has been made over the
Dr Adam Hargreaves
Non-Executive Chairman
A key example of this is our ongoing partnership with Unilever, which aims to develop Optimer® binders for the treatment of malodour in personal care products. The fast-moving consumer goods market is a non-exploited territory for aptamer use, and we are excited to partner with the leading global player in this commercially-attractive space.
In more traditional applications, key assets are under development in diagnostics and therapeutics. The Group is working in partnership with Neuro-Bio to develop Optimers to enable the world's first lateral flow tests for the pre-symptomatic diagnosis of Alzheimer's disease. The diagnostic market value for Alzheimer's disease was worth over \$4 billion in 2022,1 and we believe an Optimer-based test could be revolutionary for this disease, as it would allow patients access to treatments earlier, with the potential to halt
this cruel disease. Aptamer has developed an Optimer® delivery vehicle targeting the cells that cause liver fibrosis which could ultimately lead to a therapeutic. Estimates show 4.6% of the global population suffer with advanced stages of this disease and numbers have been
increasing since 2016.2 With no therapies currently
available that directly tackle liver fibrosis, this is a
serious area of unmet need that could potentially be
addressed by our delivery vehicle. We are not aware
of any other company that has been able to generate
The demonstration data developed during the period
for this Optimer® is highly encouraging and has led to a post-period collaboration with AstraZeneca.
exploring the potential of this product in delivering
The Group aims to attract other large pharmaceutical
vertical market in this arena of unmet medical needs.
The targeted delivery of siRNA to precise cell types
and tissues remains a significant challenge for the
wider therapeutic application of siRNA therapies.
at over \$13 billion in 2023.3 Optimer® technology could represent a paradigm shift in the targeted
Despite this limitation, the siRNA market was valued
companies into this intellectual space and foster a
delivery vehicles targeting liver fibrosis to date.
delivery of siRNA molecules.
their siRNA payloads.
Exam (MMSE), Brain Imaging, and Others), By End User (Clinic, Hospital, Diagnostic Center, and Others), and By Region (North America, Europe, Asia-Pacific, and Rest Of The World) – Market Forecast Till 2032. (2024) Report ID: MRFR/MED/1597-HCR
These three examples testify to the potential of the technology and skill of our scientific team. Developing new diagnostics and therapeutics in an emerging field is challenging and Aptamer is leading the market in these specific areas.
Of particular note concerning the work undertaken during the past six months has been the soft launch of our Optimer®+ platform. This combines all the advantages of an Optimer® with additional protein constructs akin to protein-based ligands, such as antibodies and bicuclic peptides. Optimer®+ is a wholly-owned and patent-protected technology. Initial contracts for this platform, including from a large pharmaceutical company, have been signed. Following validation and optimisation of the platform, we expect this area of the business to become a key offering.
# Increasing the commercial trajectoru
Commercially, the start of the FY23-24 year was very challenging for Aptamer. The Group experienced a reduction in customer confidence due to the strength of our balance sheet and a downturn in market conditions across the life sciences sector. Despite these factors, extremely proactive work by all employees across the Group has returned confidence in our technology, as methodology and operational advancement have continued apace. Over the year, the Group has seen increasing revenue recognition, with 65% realised in the second half and £1.0 million in orders won in the last quarter.
Tight cost discipline over the last twelve months reduced the cost base from a budgeted £6.4 million per annum at the start of the financial year to £3.6 million per annum as of August 2024. These reductions were achieved through operational headcount, premises, leadership team costs, and overheads. Due to this rightsizing of the business and the successful postperiod fundraise in August 2024, Aptamer can begin to capitalise on its technological and commercial traction, with the security of a significant cash runway. Revenues from fee-for-service work and income from
- Market Research Future. Alzheimers Disease Diagnostic Market Research Report Information By Type (Early Onset Alzheimers, Late Onset Alzheimers, Familial Alzheimers Disease, and Others), Bu Diagnostic Tests (Genetic Testing, Neurological Exam, Mini Mental State
- Zamani, M. Global Prevalence of Advanced Liver Fibrosis and Cirrhosis in the General Population: A Systematic Review and Metaanalysis. Clin Gastroenterol Hepatol. (2024). \$1542-3565(24)00790-0.
- ResearchNester. Small Interfering RNA (siRNA) Market Size & Share, by Type (LiposomeBased Systemic Therapy, Nanoparticle Based Systemic Therapy); End User (Hospital, Research Institutions, Pharmaceutical and Biotechnology Companies, Academic Institutions); Indication (Cardiovascular Diseases, Respiratory Diseases, Oncology, Neurodegenerative Diseases, Infectious Diseases) - Global Supply & Demand Analysis, Growth Forecasts, Statistics Report 2024-2036. (2023) Report ID: 5297
any licensing deals will continue to extend this cash runway as the Group continues to develop to a scale
With funding now in place. Aptamer is well-positioned
that can sustain itself.
to traverse the next phase in its evolution, namely, delivering shareholder value across several potential inflection targets.
# **Board Changes**
Since joining Aptamer's Board as a Non-Executive Director in 2023, I have been impressed with the talent and dedication of the entire staff. It has been a privilege to step into the role of Chair as of August 2024. I would like to express mu thanks to former Executive Chairman Steve Hull, who returned to the Group's management team in August 2023 to help successfully reset the business. I would also like to thank Non-Executive Director Dean Fielding, who joined Aptamer in August 2023, for his valued commitment and contribution over the year. Both have been instrumental in reshaping the Group and have now stepped down from the Board as we focus to capitalise on the technical Optimer® assets that have been developed.
Integral to the dynamic shift of direction have been further exciting changes. Aptamer co-founder Dr. Arron Tolley returned to the Group as Chief Technical Officer in August 2023. His technical focus and commercial expertise have been critical in shaping fit-for-purpose product development methods and building a fresh and enthusiastic customer base, keen to explore our technology. Arron has been notable in his ability to create commercial opportunities and maximise the Group's scientific potential. As of August 2024, we welcomed Arron to the role of Chief Executive Officer.
Andrew Rapson has joined the Board of Directors as Chief Financial Officer and Company Secretary in August 2024, and Tim Sykes joined as a Non-Executive Director in September 2024. Andrew brings shrewd financial awareness, foresight, and fiscal prudency to the team, having previously worked with the financial team here at Aptamer. Tim brings a wealth of industrial and economic knowledge, with comprehensive experience in both public and private companies. We welcome them both and look forward to working together.
Dr. David Bunka remains as Chief Scientific Officer of the Group. David is a co-founder of the Company, and his leadership and international reputation have been paramount in rebuilding our network of key clients and solving muriad scientific challenges whenever they have arisen. David is integral to the Group, and we are proud to have him in this role.
# Outlook
The previous twelve months have undoubtedly been challenging at Aptamer. I would like to thank all shareholders, both current and new, who supported us in the latest fundraising, and who continue to support the Company. Following the raise, the Group is now sufficiently well-funded to enable the development of Optimer® assets, crustallising value inflection opportunities over the coming years.
Aptamer's strategic focus going forward is to advance the development of our valued internal assets, and plans are in place with relevant partners to enable this. Unilever intends to move to on-person functionality studies in 2024 for the application of our Optimer® as an active ingredient in deodorants, which will be another key step in the demonstration of our technology. If successful, we anticipate project completion within the next two years, with a potential for licensing. The Group is in multiple discussions with interested parties around the Optimer® delivery vehicle for liver fibrosis. We are delighted to continue the partnership with AstraZeneca and aim to extend the current dataset to encompass in vivo proof-of-concept studies. Such work has the potential to unlock multiple significant high-value deals.
The Board will continue to apply its rigorous cost management principles and has identified up to £0.6 million of further annualised savings. In addition, the Group expects to continue growing the fee-for-service development work, which is important in its objective of being self-sustaining. This work also acts as a horizon-scanning method with which the Group can determine future potential high-value Optimer® assets.
The progress across the Group over the past year has been transformational. I would like to extend our gratitude to all team members at Aptamer. They have displayed admirable enthusiasm, dedication, and commitment to overhauling the business model and maintaining a sharp focus on ongoing projects and activities. They have also been pivotal in growing Aptamer's new innovative scientific and entrepreneurial culture.
In closing, I thank shareholders for their ongoing support and enthusiasm in what we as a Company are trying to achieve.
**Dr Adam Hargreaves** Non-Executive Chairman 21 October 2024
# Opportunity advanced
The tuned target binding and scalable, consistent manufacturing characteristics of Optimer® binders position them as a disruptive technology in the well-established global antibody market.
# Large and growing antibody market
The value of the well-established monoclonal antibody market is estimated at \$111.9 billion per annum (2022).1
It is expected to grow at approximately 6.6% (CAGR) to \$186.7 billion by 2030.1 Current market drivers are cited as an increase in chronic disease and precision medicine pushing demand for novel treatments, along with the patent expiry of many renowned antibodies which will fuel development of new biosimilars to meet the supply gaps of these therapeutics.1
However, whilst it is growing rapidly, it is not without its challenges. Reports suggest that between 50-60% of research antibodies fail to meet their internal research standards, 2 with \$1 billion wasted annually on ineffective antibodies in the research segment alone.3
Antibodies are also costly to manufacture, transport and store. Coupled with the expense, the unethical use of animals in antibody generation is driving demand for alternative, synthetic technologies across research and pharmaceutical sectors.4
# Antibody alternatives bring much needed benefits
Alternative binding approaches, such as the disruptive technologies used by Aptamer, address many of the challenges faced in the antibody market.
Aptamer Group develops Optimer® binders, as an antibody alternative. Optimer® binders are engineered to address many of the issues found with alternative binder technologies, such as antibodies, and offer innovative solutions to bioprocessing, diagnostic and pharmaceutical scientists.
Optimer® binders, as next-generation aptamers, overcome pitfalls in antibody production, manufacture, supply and ethics. The aptamer market is set to expand rapidly over the next decade at over 24% per annum, to a multi-billion dollar worldwide market. 5 Drivers for this market include the increasing recognition of aptamers over antibodies, and the increasing number of clinical trials for aptamer therapeutics.5
Increased recognition of the advantages of the Optimer® platform has driven expansion of the customer base beyond the standard life science applications into the cosmetics/fast-moving consumer goods market.
Vantage Market Research. Monoclonal Antibodies Market - Global Industry Assessment & Forecast. (2022) Report ID: VMR-1673
Grand View Research. Aptamers Market Size, Share & Trends Analysis Report By Type (Nucleic Acid, Peptide), By Application (Diagnostics, Therapeutics, Research & Developments, Others), By Region, And Segment Forecasts, 2023 - 2030. Report ID: GVR-I-
NC3Rs. Recommendations to accelerate the replacement of animal-derived antibodies. Mar 6, 2024. https://nc3rs.org.uk/news/
68038-483-3
Ayoubi et al. Scaling of an antibody validation procedure enables quantification of antibody performance in major research applications. eLife. 12:RP91645 (2023)
eLife. Ineffective Antibodies. Nov 23, 2023. https://elifesciences.org/digests/91645/ineffective-antibodies
Gray et al. Animal-free alternatives and the antibody iceberg. Nature Biotechnology. 38:1234-1239 (2020)
Bradbury & Plcukthun. Standardize antibodies used in research. Nature. 518:27-29 (2015)
recommendations-accelerate-replacement-animal-derived-antibodies
- 12
Aptamer Group PLC
# Competition
The competitive landscape includes companies in direct competition with Aptamer Group, using their own aptamer platforms and those that use non-aptamer-based binder the market opportunity in this field.
Aptamer Group views its competition as those companies providing a commercial service offering for the development of affinity binders or collaborating to develop affinity-based diagnostic or therapeutic applications. There are several
# Targeted drug delivery for precision therapies
medicines. Demonstrating the prominent need across precision chemotherapy, oligonucleotide therapies and radiopharmaceuticals, the non-viral drug delivery systems
development times, have spurred interest in smaller alternative affinity binders.
Companies developing technologies that can enable targeted drug delivery to specific tissues and cell types are attracting interest as partners for pioneering developers and major pharmaceutical companies.2 Multiple companies are now entering this market to support the increase in demand
Roots Analysis Business Research and Consulting. Non-Viral / Intracellular Drug Delivery Systems Market by Type of Molecule, Type of Biologics delivered, Type of Vehicle Used, Type of Therapeutic Area, Type of Payments and Key Geographical Regions: Industry Trends and Global Forecasts (2nd Edition), 2023-2035. Available at: https://www.rootsanalysis.com/reports/non-viral-drug-delivery-systems-
innovative products and platforms worldwide.
technologies. Their existence validates
for the development of drug delivery vehicles.3
Aptamer has witnessed traction in the use of Optimer® binders as delivery vehicles for diverse pauloads, including oligonucleotide therapies, radiopharmaceuticals and small
other companies that operate in the aptamer space and are not direct competitors of Aptamer Group; these companies have often developed aptamer based diagnostic and therapeutics for specific uses and do not have a commercial service offering.
for precision therapies, with high value deals reported Aptamer is forming collaborations with academia, and diagnostic and pharmaceutical companies, to develop
- market is estimated to be worth \$7.1 billion (2023) with a growth rate of 13.8% (CAGR) to 2035.1 The use of affinity ligands to target drugs to specific sites
- in the body can increase drug efficacy and reduce side effects. While antibodies are being applied in this market, multiple drawbacks, such as the large size and long
- Nature, Dealmaking delivers for nucleic-acid-based drugs, B30 (2023)
- pharmaceutical-technology.com/news/aro-biotherapeutics-licensing-agreement/
Fierce Biotech. Novartis tags Molecular Partners for next radioligand play in \$560M biobucks deal. Nov 14, 2021 Accessed at: https:// www.fiercebiotech.com/biotech/novartis-tags-molecular-partners-for-next-radioligand-play-560m-biobucks-deal
Fierce Biotech. Ionis pays Bicycle \$45M to expand oligonucleotide delivery toolkit. Jun 13, 2021. Accessed at: https://www.fiercebiotech. com/biotech/ionis-pays-bicycle-45m-to-expand-oligonucleotide-delivery-toolkit
Fierce Biotech. Takeda reveals potential \$3.5B value of central nervous system deep dive with PeptiDream. Jul 28, 2021. Accessed at:
molecule druas. The delivery of drugs to their specific site of action in the body is a major challenge in the development of precision
Pharmaceutical Technology. Aro Biotherapeutics signs licensing agreement worth up to \$1.4bn. Jan 10, 2020. Accessed at: https://www.
https://www.fiercebiotech.com/biotech/takeda-could-dish-out-up-to-3-5b-expanded-cns-collaboration-peptidream
Annual report 2024
# Innovation enabled
14
Aptamer's business model is to provide contract research services on a fee-for-service basis in addition to longer-term upside potential from ongoing royalty and licensing revenues where the Group's binders are
taken forward by customers into commercial applications.
Description
What we do
Providing contract research services focusing on the custom development of olioonucleotide Optimer® binders for customers, high throughput platform
using the Group's proprietary technology.
Contract
research services
Generating revenues
Bioprocessing (affinity purification)
CMC / QC release reagents
Research reagents
and antagonists.
The Group's technology is used by customers to support the
services in the field of to develop Optimer®-drug
Aptamer Group PLC
conjugates, Optimer®-
enabled gene therapies and Optimer® agonists
therapeutics, using its technology and experience
Providing contract research
development of diagnostic platforms with applications across human health,
Horizon scanning
environmental services and in the agri-food sector.
Biosensor development
FACS etc)
diagnostics
Lateral flow devices (LFD)
Immunoassays (ELISA, flow cytometry/
Enabling
therapeutics
Applications across human health, environmental and agri-food
of gene therapies
Optimer® agonists/antagonists
Enabling
Optimer®-drug conjugate (ODC) Optimer®-enabled delivery
Aptamer's unique platform technology drives three business
models generating revenue in the near term, with potential for substantial value creation in the longer term.
Aptamer technology is highly flexible and adaptable, and is being used broadly in a number of verticals as
Strategic assets
Optimer® for use
in deodorant
active ingredient in deodorants
Developed in partnership with Unilever as novel Entering on-person functionality studies in 2024
for licensing if successful
Expected completion in next 2 years with potential
Research reagents
illustrated below:
- Developed in partnership with Neuro-Bio to enable lateral flow test for early Alzheimer's disease Entered second phase of development in 2024
Optimer® reagents for Alzheimer's disease test
High single digit royalties proposed for clinical diagnostic test
Potential to progress to animal studies if successful
for siRNA delivery
Optimer® drug delivery vehicle for fibrotic liver
Developed in partnership with large pharma partner and validated in lab-based tests
Ongoing collaboration with AstraZeneca to evaluate
programmes offers high long-term value.
Therapeutics Bioprocessing tools and diagnostic reagents have a faster route to market. **Enabling therapeutics**
Diagnostics
Bioprocessing
15 -
# The Optimer® platform
Our proprietary Optimer® platform enables the discovery and development
of optimised DNA or RNA aptamers.
- Flexible DNA/RNA molecules
- sequence is truncated while ensuring
- 4 building blocks for target interaction
- Negatively charged building blocks
Hybrid Optimer®-peptide scaffold
Potential for up to 10 building blocks for
- This process produces a smaller final Optimer® binder, resulting in a number of performance and manufacturing benefits.
it delivers the required performance.
Our platform technologies can be applied to a broad range of target types from small molecules, to proteins and cells. Dedicated discovery processes tuned for each target type increase the potential for success across each project versus the 'one-size-fits-all' approach adopted by many of the Group's competitors.
target interaction Hydrophobic, polar, negatively and positively charged building blocks
- The Optimer®+ platform
Our proprietary Optimer®+ platform, has had
This platform enables the discovery and development of hybrid DNA-protein molecules
applicability
Scalable,
production
that combine the best features of Optimer®
an initial soft launch.
and antibodies.
Following discovery, the selected Optimer®
- Technical advantages of our platform technologies Tuneable selectivity, Broad target Speed of
- tailored to discovery end application
- Proprietary, fully-controlled Sunthetic cost-effective patent portfolio from
better quality control processes to products
manufacture for
Annual report 2024
Discovery process and assay toolkit
Each stage of discovery tailored to our customer needs to ensure the identification of a fit-for-purpose binder.
The best platform and binder library is selected according to the target type
Binder discovery processes are customised based on relevant assau conditions, positive and negative targets for selection and counterselection, kinetic profiles and application performance parameters.
Post-discovery, each binder is optimised for stability and manufacturability and functionalised for compatibility with the end application, all to maximise their
# Validation & Assay Services
# Formatting
- Conjugation to payloads, fluorophores, tags and enzymes
- Tuning of Optimer® half-life
# Biomarker analysis
- binding assessment
- Cross-reactivity screening
- Mass spectrometry
- Homologous target/matrix
- Binding kinetics to cells
- - Functional assays
**Kinetics**
- Cell proliferation assays
- Cell line screening and
# translational potential.
Cell assays
with Optimer® is uniquely
and end application.
Biomarker identification
Immunohistochemistry
Cell viability assays
Aptamer Group PLC
Enzyme activity assays Protein/small molecule ELISA
Binding kinetics to proteins
Small scale column purification
- Cell activity assays
Immunocytochemistry
Gene knockdown assays
cross-reactivity analysis
Flow cytometry/FACS
Aptamer Solutions uses the automated. high-throughput Optimer® platform to provide contract research services focusing on the custom development of Optimer® binders. Customers use these bespoke tools as research reagents, bioprocessing ligands (e.g., purification reagents) and critical reagents (e.g., batch release tools).
Optimer® binders are developed with customer-specific targets and end-use applications in mind, including:
- Research tools
- Proteomics
- Cosmetic ingredients
- Quality control analysis reagents
- Drug metabolism and pharmacokinetics assays
- Protein purification reagents
Optimer® binders are ethically compliant due to the in vitro discovery and development processes and offer tuneable target binding which can be critical for improving the functional yield of fragile proteins in bioprocessing applications, and is ideal for supporting use as cosmetic ingredients. We are currently progressing our Optimer® asset with the potential for
Revenues are generated on a fee-for-service basis with the potential for licence fee income through retained intellectual property. Aptamer Solutions provides services to a broad range of customers, which gives us an overview of growing demand in particular areas of scientific development and of opportunities we should be targeting. Consequently, Aptamer Solutions also acts as a "Horizon Scanning" platform for our Group.
use as an active ingredient in deodorant with Unilever.
Annual report 2024
Our technology is used by customers to develop diagnostic platforms - for example, in proteomics, lateral flow devices, biosensors and immunoassays. These types of diagnostic platforms have applications across human health, environmental services and in the agri-food sector.
The sensitivity of a diagnostic test relies on highperformance binding reagents and the capabilities of the Optimer® platform can be tuned to deliver reagents suitable for diagnostic use. These reagents are central to a test's performance. Optimer® binders are more likely to successfully integrate into a commercially viable diagnostic platform compared to traditionally derived binders, such as antibodies, as they are selected using conditions that mirror the end application
(temperature, environment, sample type, etc). In addition, Optimers' physical properties are beneficial compared to protein-based alternatives making them of specific interest for the diagnostic market. For example, manufacturing of aptamers
is scalable and consistent through solid-phase
storage and there is no need for cold-chain supply. Aptamer Diagnostics has successfully developed diagnostic platforms, including Enzume-Linked
flow cytometry and cell or tissue imaging. We have also demonstrated the use of these binders in several biosensor formats, including BioLauer and Raman spectroscopy-based sensors. Aptamer Diagnostics' revenue model comprises
Optimer® binders that have been applied in existing Immunosorbent Assay (ELISA), lateral flow assays,
an initial fee-for-service, with potential for ongoing any event for our initial discovery services, but if an
Interferometry (BLI), which we routinely use for internal
and customer-focused development work, as well as gold-electrochemical, redox-based, graphene-based
synthesis, they have extended shelf-life through dry
as 1-2 years and initial licensing payments within
be significant. Timescales from project initiation to commercialisation by the customer can be as little
approximately 4 years.
and success fees. The Group will generate revenue in or licensed by a customer, revenues and margins can
licence fees, milestone payments, technology transfer Optimer® is successfully identified and commercialised
Aptamer Group PLC
Aptamer Therapeutics provides contract research services in the field of therapeutics, using our Optimer® platform to develop Optimer®-drug conjugates, Optimer®-enabled gene therapies and Optimer® agonists and antagonists.
The use of Optimer® binders as drug conjugates has generated significant interest from potential pharmaceutical partners focused on the targeted delivery of drug molecules. Delivering drug molecules to specific cells and tissues within the body remains a major translational challenge yet holds the potential to increase the therapeutic index of many drugs. The relatively small size of Optimer® binders compared with antibodies gives them several advantages in tissue penetration and access to binding sites. When coupled with the typically low immunogenic profiles of oligonucleotide-based therapeutics, and comparative ease of synthesis and modification, this creates the potential to use them as novel format targeted delivery vehicles.
As part of our long-term growth strategy, we are
pursuing the development of Optimer®-based therapeutics, much like the established process of with selected biopharma and pharma partners. model to mitigate the risks and costs associated with drug development. We have undertaken preliminary discovery programmes with organisations including ongoing early-stage projects with partners for the development of Optimer®-targeted genetic medicines
and precision chemotherapeutics. Aptamer Therapeutics' revenue model comprises an initial fee-for-service, with potential for ongoing licence fees, milestone payments, technology transfer and success fees. The Group will generate revenue in any event for its initial discovery services, but if an
Optimer® is successfully identified and commercialised or licensed by a customer, revenues and margins can be significant. Timescales from project initiation to commercialisation or developmental milestones, can be 1-2 years, and initial licensing payments can be within approximately 4 years.
monoclonal antibody drug development in partnership Importantly, we are using a collaborative development Cancer Research UK (CRUK) and AstraZeneca and have
Annual report 2024
21 -
# Future mapped
We are focused on advancing our developed assets and continuing to deliver innovation into the pipeline for future growth.
# Aptamer Group operates on a fee-for-service model, providing contract research services across various sectors. In addition to receiving paument for Optimer® development work, we aim to retain the intellectual property rights for the resulting binders. Should a partner advance a specific binder into further stages of development and commercialisation, we are positioned to generate ongoing long-term royalty and licensing fee income. This approach applies across each of our business units, including research applications, bioprocessing, diagnostics, and
therapeutics. The potential upside from royalty and licensing streams is significant. We have developed several Optimer® assets from specific fee-for-service development projects,
which are now approaching critical value inflection
# points. Assets in the fields of cosmetics and research reagents have a faster route to market and revenue generation. Enabling therapeutics programmes can take longer but offer higher longer-term revenues
and margins. We have three strategic focuses to enable the Company to progress the development of Optimer® assets and deliver a fertile base for future growth. Our developed Optimer® assets cover therapeutics, diagnostics, cosmetics and critical reagents. We are working with specific dedicated partners for
the development of each asset (see the Strategy in Action section, pages 24 to 29).
To allow us to continue to develop assets with the
potential for licensing in the future, we will maintain focus on fee-for-service development across our Optimer® platform and integrate our proprietary Optimer+ platform following full validation, to support customers across the life science industry. Increasing revenue from our fee-for-service stream and continued commitment
# Progress assets to licensing
cost reductions will make the progression to positive net cashflow and EBITDA break even more achievable.
# with relevant partners
- to a lean cost base with implementation of further
# Optimer® delivery vehicle for fibrotic liver Optimer® for Alzheimer's disease test Optimer® as active ingredient in deodorants
Importantly, reductions to the Group's ongoing cost base have not compromised operational capacity or required skill base for continued technical and commercial advancement.
the scientific expertise within the Group, ensuring the
# Continue fee-for-service development across Optimer® platforms
# Rigorous cost management maintained across the business
Identify strategic Optimer® assets arising from
Increase development revenue towards positive
- - Reduce fixed cost base from £3.6 million
- development for future licensing potential
- Aim to reach EBITDA breakeven
- to £3.0 million
- - point within in vivo studies
- To further advance our objectives, we aim to:
two years in the progression of our strategic assets
- progress the Optimer® delivery vehicles for
- fibrotic liver disease to a pivotal demonstration
- 1 Licensing of an Optimer® critical reagent to a biopharmaceutical partner
- 2 On-person functionality studies of Optimer® for malodour with completion of project with Unilever
- and potential licensing if successful
disease with Neuro-Bio
- 3 Delivery of a diagnostic test for Alzheimer's
# New strategies
Working with Unilever, we have developed Optimer® binders with the potential for use as active ingredients to prevent malodour in deodorants.
billion per annum and growing at 4.5% (CAGR for the next 5 years). Unilever is the leader in the deodorant market, with over 30% market share - an increase of over 20% compared to its nearest competitor. The use of active ingredients such as Optimer® binders within deodorant products is highly novel within the market and holds the potential for enhanced efficacy for consumer products.
# in deodorants
Optimer® binders have been successfully developed that target the C-S Lyase bacterial enzyme, which is critical in the generation of axillary odour. The binders have undergone
The current market value for deodorants is in excess of \$21
extensive laboratory testing both in-house and at Unilever's facilities, demonstrating consistent and effective inhibition of the enzyme. This progress signifies the potential application of the Optimers in deodorant products. The developed binders have been further refined to enhance
Unilever is continuing to progress the Optimer® binders through rigorous internal testing, with plans to initiate
their efficacy as potential active ingredients and to improve their manufacturability for Unilever's production processes.
anticipated that this project will be completed over the
in-vivo efficacy studies before the end of 2024. It is next two uears.
Aptamer Group PLC
- 24
"This is the first time that Unilever has examined the impact of Optimer® binders in cosmetic applications and the data so far have shown encouraging results. This utilisation of represents a novel application for this class of materials and we will continue to engage with the world class team at
Optimers in the cosmetic space Aptamer Group."
Dr Sam Samaras Senior Vice President R&D Unilever
# Early diagnosis of
Alzheimer's disease.
# Alzheimer's disease
26
Aptamer Group PLC
Optimer® development is underway to deliver a second
Alzheimer's Society. Available at: https://www.alzheimers.org.uk/about-us/news-and-media/facts-media All Party Parliamentary Group on Dementia. Raising the Barriers: An Action Plan to Tackle Regional Variation in Dementia Diagnosis in England. (2023)
(Genetic Testing, Neurological Exam, Mini Mental State Exam (MMSE), Brain Imaging, and Others), By End User
In partnership with Neuro-Bio,
binders to enable a lateral flow
test for the early diagnosis of
we are developing Optimer®
diagnostic market was valued at \$4.1 billion.3 Early detection of Alzheimer's disease is critical to allow
55 million people are living with dementia around the globe. Estimates show this number will rise to 139 million
by 2050. Disease diagnosis is a limiting factor in patients accessing treatment.2 In 2022, the Alzheimer's disease
interventions that could prevent the onset of devastating memory loss and confusion in these patients. Neuro-Bio, led by the eminent neuroscientist Baroness Susan Greenfield, is pursuing a novel biomarker for Alzheimer's disease.
Common lateral flow test formats require a pair of binders to increase diagnostic test accuracy. Optimer® binders have
been successfully developed and validated for the first phase of the work. To prevent the need for animal-derived antibodies in the Alzheimer's disease diagnostic, the next phase of
binder that will allow a wholly Optimer-powered test. We are on track to deliver the Optimer-based lateral flow test for Alzheimer's disease within the next two years.
Market Research Future. Alzheimers Disease Diagnostic Market Research Report Information By Type (Early Onset Alzheimers, Late Onset Alzheimers, Familial Alzheimers Disease, and Others), By Diagnostic Tests
(Clinic, Hospital, Diagnostic Center, and Others), and By Region (North America, Europe, Asia-Pacific, and Rest Of The World) - Market Forecast Till 2032. (2024) Report ID: MRFR/MED/1597-HCR
"We're thrilled to be working with Aptamer Group: the first phase of work has proved productive and very promising. Now, as we continue this partnership, we move closer to realising a highly novel and much needed technology for detecting neurodegenerative diseases at a very early stage"
**Baroness Susan Greenfield** Chief Executive Officer Neuro-bio
Annual report 2024
# Precision treatment for fibrotic liver disease
In collaboration with
and mortality in liver disease. While fibrosis itself is portal hypertension and progress to irreversible liver cirrhosis, potentially culminating in liver failure.
resulting in 2 million deaths annually. Only one drug has been approved that shows any level of regression in liver fibrosis.2 While many potential therapies are in development, targeting these drugs to the site of action remains a significant challenge.
treatment approaches in this disease area of high unmet need. Proven in lab-based experiments to deliver functional RNA therapies specifically to the cells responsible for liver fibrosis, this delivery vehicle is being advanced in collaboration with AstraZeneca for the targeted delivery of siRNA.
further identify a committed partner for the ongoing
- U.S. Food & Drug Administration. FDA Approves First Treatment for Patients with Liver Scarring Due to Fatty Liver Disease. (Mar 14, 2024) Accessed at: https://www.fda.gov/news-events/press-announcements/fda-
vehicle for fibrotic liver disease. Liver fibrosis significantly impacts long-term morbidity
AstraZeneca, we are progressing our developed Optimer® delivery
Globallu liver disease is the 11th leading cause of death
Our Optimer® delivery vehicle targets fibrotic liver for new
development of the Optimer® delivery vehicle.
Devarbhavi, H. et al. Global burden of liver disease: 2023 update. J. Heptol. (2023) 79:2; 516-537.
Aptamer Group PLC
We aim to progress evaluations to animal models and
approves-first-treatment-patients-liver-scarring-due-fatty-liver-diseass
**Dr Arron Tolley** Chief Executive Officer Aptamer Group
"Enabling targeted delivery of functional medicines to new tissues remains a major
translational challenge.
Our progress to date suggests we have overcome these issues in developing Optimer® delivery vehicles that could offer new hope as precision medicines for liver disease, to support a hugely underserved patient group with limited treatment options."
# Technology accelerated
"The technical strides made at Aptamer over the last year have supported the reinvigoration of the pipeline and delivered strategic assets that are primed for licensing, affirming our position as a market leader."
Last year, major changes were seen in the aptamer market: in July 2023, Astellas, a pharmaceutical giant, acquired Iveric Bio, a therapeutic aptamer company, for \$5.9BN,¹ followed by FDA approval of the second-ever aptamer therapy in August 2024.² In concert with these milestones, the therapeutic pipeline for aptamers continues to advance and grow through various stages of clinical trials for a range of indications. This increasing maturation of aptamer technology has also been noted across research and diagnostic sectors, where antibodies' shortcomings mean they fail ~50% of the time,³ leading to a requirement for alternatives to fulfil unmet needs.
The rising awareness and exploration of aptamer technology across the life sciences industry has fuelled growth in the market, leading to the emergence of numerous smaller competitors. As a leading global player, Aptamer Group is strategically positioned with unique expertise and advanced development capabilities, creating substantial barriers for other companies attempting to match our pace of innovation and progress.
# Strategic objectives to deliver shareholder value
Aptamer's strategic focus will aim to increase shareholder value by focusing on the generation of high-value
# assets, alongside generating fee-for-service revenue, to drive high-value licensing opportunities.
# Commercial pipeline
# Licensing of Optimer®
# To rebuild and expand our commercial pipeline for the development of future assets for licensing and grow
# critical reagent
opportunities for repeat business.
Optimer® delivery
pharmaceutical company to a
commercial licensing agreement.
To advance a developed Optimer®
critical reagent with a top five
Optimer® test for
Alzheimer's disease
To demonstrate performance of
fibrotic liver Optimer® delivery vehicles with AstraZeneca's siRNA
iveric-bio-59-bln-2023-04-30/
molecule with a view to progressing to *in vivo* studies.
Advance Optimer® asset with Unilever
use of Optimer® in deodorant with potential for project completion in
vehicles
studies beginning in 2024 for the
Reuters. Astellas Pharma buys Iveric Bio for \$5.9 billion. (1 May, 2023) https://www.reuters.com/markets/deals/astellas-pharma-buys-
avacincaptad-pegol-intravitreal-solution-a-new-treatment-for-geographic-atrophy-301894042.html
two years and licensing if successful.
To carry out on-person functionality
expansion
Alzheimer's disease with Neuro-Bio.
3. Bradbury & Plcukthun. Standardize antibodies used in research. Nature. 518:27-29 (2015)
PR Newswire. Iveric Bio Receives U.S. FDA Approval for IZERVAY™ (avacincapted pegol intravitreal solution), a New Treatment for
Geographic Atrophy. (4 Aug, 2023) https://www.prnewswire.com/news-releases/iveric-bio-receives-us-fda-approval-for-izervay-
To deliver proof-of-concept Optimer®
lateral flow test for early diagnosis of
Annual report 2024
The past financial year was challenging for Aptamer.
However, since recapitalising, customer confidence has returned, and our skilled team and well-equipped laboratory have enabled us to deliver on exciting projects, and to rebuild and grow a sales pipeline that we aim to maintain and diversifu into the new financial year. As part of last year's technical progress, multiple assets developed from our fee-for-service offering have reached, or are approaching, key value inflection points. This means that we are getting closer to the crystallisation of
potential licensing revenues. Going forward, we aim to increase shareholder value by focusing on the generation of high-value assets, alongside generating fee-for-service revenue, to drive
technology with Unilever and potential licensing proof of concept lateral flow tests for Alzheimer's disease diagnosis with Neuro-Bio; and
high-value licensing opportunities. Therefore, the following are our key strategic objectives:
an expanded commercial pipeline with a general
a rebuilt and expanded commercial pipeline.
further validate our platform by demonstrating
the functionality of AstraZeneca's siRNA with our fibrotic liver Optimer® delivery vehicles with a view to progressing to in vivo studies which will unlock multiple significant high-value deals.
Over the past year, Aptamer has secured and
For the current financial year, we expect to deliver:
delivered contracts from new and repeat customers, including major pharmaceutical companies leading to a position where we are now working with all the top 10 pharmaceutical companies globally. The Group is
out-licensing of a developed Optimer® asset to a
Important validatory datasets for the Optimer-based fibrotic liver delivery vehicle, immunohistochemistry
confident that our technologies are fully accepted
on-person functionality studies with Unilever demonstrating the use of Optimers in the treatment of malodour; In the following financial year, we expect to deliver: a completed demonstration of the malodour
if successful:
Additionally, we aim to:
Group performance
cannot serve.
focus on repeat business.
within the portfolio of options that the market requires for the challenging targets that antibodies
leading pharmaceutical company subject to successful testing in partners' labs;
and have been essential in the rebuilding of the sales
We have advanced our Optimer®+ platform and won two contracts to demonstrate the platform to strategic partners. We have also implemented a range of post-development validation assays that were added to the Group's service offering and should lead
to increased revenue over time.
Following the fundraise in August 2023, the Group's commercial pipeline has been rebuilt and demonstrated increasing traction over the period, with £0.6 million in revenue generated in the second half of the year and an increase in order book values, including £1.0 million contracts won in the last quarter. We are now well-placed to maintain this commercial momentum and deliver on our new strategy with a focus on the development and
licensing of high-value Optimer® assets. **Current Pipeline** We have continued to build on our pipeline since the uear-end which now stands at £4.3 million across 28 advanced stage opportunities compared to the £2.1 million at 8 July 2024. Deals in this space can take
3-6 months or longer to identify, negotiate and sign,
with a further 6 months or more to recognise the revenue. This is due to customer materials that are manufactured being sent to us, which can be delayed
recognition and cash flows. At the end of September laboratory giving a current total of £0.9 million of revenue visibility this financial year. This value is subject to scientific attrition, with our average realisation being approximately 60-70% of the maximum. Advancement of Optimer® assets Optimer® assets in fast-moving consumer goods,
2024, we have signed deals progressing through the critical reagents, diagnostics, and precision medicine. active ingredients in deodorants. Evaluation within
between contract signing and the start of revenue
(IHC) reagents, and small molecule binders have been
Unilever's labs has shown consistent and effective performance. Based on the strength of the data, Unilever plans to progress the Optimers to on-person on successful completion, will represent a key inflection point in the value of this asset, with
Over the past year, the Group has progressed multiple
and the potential for commercial licensing.
generated. These datasets were enabled by the ring-fencing of R&D budget from our last fundraise multiple drug development programs within the Group, Within diagnostics, we are developing a lateral flow
An Optimer® critical reagent developed for a top five
our partner's labs, with additional testing underway in
test for the simple diagnosis of early Alzheimer's
entered the second phase of development in February
Notable progress includes our continued collaboration with Unilever to develop Optimer® binders as potential
functionality studies in the second half of 2024, which, on-person efficacu trials expected to further reinforce the commercial viability of these innovative binders.
pharmaceutical partner has shown promising results in
disease in partnership with Neuro-Bio. The Group
2024, to develop an additional Optimer® binder against the innovative target implicated in Alzheimer's disease and evaluate complementary antibodies to identify a matched pair of binders to underpin the development of a prototype lateral flow device. As part of the European Eurostar project, we have successfully developed Optimer® binders for use in a medical device for improved non-invasive prenatal testing and the diagnosis of placental disease. These binders are currently progressing through in-house and partnerled testing phases.
Our advances in therapeutics have focussed on targeted drug and gene therapy delivery for precision medicines. Over the past year, we have validated an Optimer® delivery vehicle that targets the cells responsible for liver fibrosis, showing excellent targeting and significant therapeutic effects in lab-based tests. The quality of this dataset attracted a new collaboration with AstraZeneca to evaluate this technology with their proprietary RNA pauloads.
Significant commercial contracts
with a value of up to £465.000.
up to £175,000 and another with a second top five pharmaceutical company for the development of a binder to a neurological biomarker. The Group also made the first direct sale of our new Optimer®-Fc platform to a biotechnology company, with a deal value
binders that could offer new therapeutic approaches to overcome the complex area of transplant rejection. Further contracts won in the period include Optimer® reagent generation for a gene therapy company, a contract signed with a top ten pharmaceutical company to develop Optimer® binders to improve biologic drug purification and the first sale of Optimer®+ to a top ten pharmaceutical company for use in a highly sensitive immunoassay platform. Optimer development was also sought from a global speciality enzume provider for inclusion in assau kits. This deal includes downstream royalties. Additionally, a top five pharmaceutical company signed an agreement to develop Optimer® binders in flow cutometry assays
Looking forward. Aptamer is strategically positioned
worth up to £110,000.
expanding client base.
Timser Group for the development of Optimer® binders to enable the world's first blood test for cervical cancer.
Aptamer has seen a particular rise in demand for Optimer® IHC reagent development this year, following the launch of Optimer®-Fc last year. Agreements were signed for Optimer® IHC reagents, including one with a top five pharmaceutical company with a value of
of up to £147,500. Post-period, an additional contract with a biopharmaceutical company has been signed to develop Optimer® IHC reagents to targets known to be intractable with antibodies, which, if successful, may be integrated into companion diagnostics. Within diagnostics, a material contract signed with
Within therapeutics, a further material contract was
company for the development of therapeutic Optimer®
Post-period end, the Group successfully developed and
transitioned this to the partner for testing within their
pharmaceutical company to assess Optimer® binders
for the targeted delivery of their nanoparticles, which
could enable the delivery of larger therapeutic payloads, such as mRNA. The Group also progressed our early-
stage partnership with Kairos Biotech, with an agreement
to leverage the new Optimer®+ platform to develop
signed in December 2023 with a genetic medicines
delivery vehicles, with a value of up to £553,000.
validated the Optimer® delivery vehicles and
labs. Additionally, we partnered with a leading
for growth as the Group continues to refine our and generate compelling datasets to support our
used in their internal development of a clinical asset.
technology platforms, develop strategic partnerships,
Annual report 2024
33 .
- 34
# Operational progress
As part of our Board reconfiguration, we have appointed a preclinical drug development expert Dr Adam Hargreaves as Chairman to help guide the
to allow us to unlock the potential of our high-value Optimer® assets. Our goal is to partner with key industry leaders identified through our fee-forservice opportunities and build on the positive relationships forged through solving challenging technical problems for those partners. We will then aim to drive these assets toward licensing opportunities over several years. During this process, we will maintain rigorous cost discipline across the Group. In parallel, we are expanding our fee-forsupport ongoing operations and identify future commercial opportunities and revenue streams.
Group into its next stage of evolution. Alongside this, we completed a successful fundraise in August 2024 Below is a summary of our progress against each of
# 2. To advance the Optimer® for the potential
service pipeline with more chargeable offerings to
the Group's strategic objectives.
have been rigorously tested at both Aptamer and Unilever and have shown highly positive and reproducible results. Based on these results, a
treatment of malodour with Unilever
development project with Unilever in 2022 to
develop Optimers to treat malodour in personal
care products, such as deodorants. The binders
The Group undertook a fee-for-service
patent was submitted in March 2024 to protect the
intellectual property. Unilever plans to begin on-person functionality studies of the technology in deodorants in 2024. Aptamer has recently signed a contract extension to allow this advancement to on-person functionality studies using the Optimer® binders. As with the vast potential for licensing, and passive income remains.
majority of our opportunities, if successful, there is 3. To develop lateral flow tests for Alzheimer's disease diagnosis with Neuro-Bio The Group partnered with Neuro-Bio to develop Optimer® binders to enable a novel Alzheimer's
leading pharmaceutical company
1. To license an Optimer® critical reagent to a While we have several similar opportunities in our pipeline, one specific example is an asset developed through a fee-for-service project that commenced in 2019 with a top five pharmaceutical company. The Optimer® is specific for a key disease biomarker that will be used as a critical reagent to develop the partner's clinical assets. Data generated by Aptamer and the partner
company has demonstrated the performance of the Optimer® in IHC applications. This evaluation work has now been expanded to several other teams within the partner company, evaluating the Optimer® in different research areas. If successful, the pharmaceutical company aims to license the Optimer® binder for use during drug development and clinical trials.
target, to enable the development of a simple lateral flow assay.
disease diagnostic in 2023. The relationship started as a fee-for-service project, where Optimer® binders were developed to enable the development of a lateral flow test for the early diagnosis of Alzheimer's disease. A panel of binders were successfully developed in the project's first phase and characterised for use in lateral flow and biosensor tests. The binders have been transitioned to Neuro-Bio, and testing is currently underway in their labs using a biosensor platform. The project's second phase began in February 2024 to develop an additional Optimer® binder for the
can be considered among the next generation of binding reagents. Data shows the platform's performance in terms of development time and affinity is superior to our current offering and that Optimer®+ carries the basic requirements for therapeutic applications, generating demonstrator data in animal models for evaluation bu
sales being made to evaluate the platform.
AstraZeneca.
# 4. To secure a committed development partner for the fibrotic liver delivery vehicle
The delivery vehicle targeting fibrotic liver has been validated through in-house studies. demonstrating its function as a therapeutic delivery vehicle with the potential to selectively deliver drugs for new treatment approaches in liver This project has the potential to progress to generating demonstrator data in animal models for evaluation by AstraZeneca.
5. To achieve a full market launch of the Optimer®+ platform Significant technical progress has been made over the last year in the development of our Optimer®+ platform, with a soft launch and two commercial Optimer®+ is a novel affinity ligand platform that
fibrosis. The data generated shows its selectivity along with its ability to deliver functional drug cargo for therapeutic effect. This data spurred AstraZeneca's interest in the delivery vehicle and resulted in a post-period agreement to trial this delivery vehicle with the partner's siRNA cargo.
outlined in greater detail on pages 44 to 55 of this report.
Summary and outlook
Corporate governance
Looking ahead to the next financial year, the Group
As a publicly listed company we are committed to running our business in line with best practice environmental, social and governance standards.
Further details on how we are maintaining the
highest standards of corporate governance are
demonstration of each of these assets over time will
I am pleased to report that the Group's new strategy, with a focus on strict cost controls, increased commercial focus, and a heavy tilt towards R&D for asset development and licensing potential, has allowed us to make substantial technical progress and
The assets we have developed both internally and
aims to propress each Optimer® asset to meet our strategic milestones and crystallise value inflection points for shareholders. Our commercial pipeline is now robust, with multiple deals in late-stage
across the business positions us well to move forward
further validate Optimer® technology to support commercial traction.
negotiations. Additionally, projects are advancing smoothly through the laboratory, thanks to the enhancements implemented last year.
solid commercial headway.
Dr Arron Tolley
Annual report 2024
21 October 2024
Chief Executive Officer
strategy to drive long-term value for Aptamer and its shareholders
The new streamlined management team and focus with impact. I am excited about delivering on our
with strategic partners hold the potential for
significant impact in their specific markets. Continued
35 -
# Cost base managed
36
£1.0 million. To support the Company, a significant cost-cutting exercise was carried out in the first quarter,
Over the period, Aptamer sales pipeline has been re-established and the fixed cost base cut substantially, which has put the
Company on a good footing to move forward.
Increases in the sales pipeline culminated in contracts being signed in the final quarter worth up to
reducing the fixed costs to £3.6 million per annum. Post-period, fundraises totalling net proceeds of £2.6 million have been completed with the issuance of 1,453,000,000 ordinary shares at 0.2 pence
Aptamer Group PLC
per share.
Chief Financial Officer
**Andrew Rapson**
| Group | Year ended
30 June 2024
£'000 | Year ended
30 June 2023
£'000 |
|----------------------------------------------|-------------------------------------|-------------------------------------|
| Adjusted EBITDA | (2,790) | (4,672) |
| Share-based payment expense | (49) | (84) |
| Impairment of tangible and intangible assets | - | (2,601) |
| Statutory EBITDA | (2,839) | (7,357) |
| Amortisation | (13) | (44) |
| Depreciation | (232) | (756) |
| Operating Loss | (3,084) | (8,157) |
| Group | Year ended
30 June 2024
£'000 | Year ended
30 June 2023
£'000 |
|----------------------------------------------|-------------------------------------|-------------------------------------|
| Adjusted EBITDA | (2,790) | (4,672) |
| Share-based payment expense | (49) | (84) |
| Impairment of tangible and intangible assets | - | (2,601) |
| Statutory EBITDA | (2,839) | (7,357) |
| Amortisation | (13) | (44) |
| Depreciation | (232) | (756) |
| Operating Loss | (3,084) | (8,157) |
Administrative costs were £3.2 million for the year compared to £5.0 million for the year to 30 June 2023. This decrease in costs is a result of employee costs reducing to £2.1 million (2023: £3.3 million) and a decrease in operational footprint and consultancy and other administrative costs. The headcount has decreased slightly from 46 at 30 June 2023 to 34 at 30 June 2024. Since the year end, the Group has reduced the cost base by a further £0.3 million.
# Group revenue (£m)
# the minimum possible skill base.
**Gross profit**
Gross profit for the year of £0.25 million (year end 30
# Administrative expenses
# Research and development spend (£m)
# Cash (£m)
# **Adjusted EBITDA**
The Group uses adjusted EBITDA as a profit performance metric as this excludes items which can distort comparability of underlying trading as well as being the measure of profit which most accurately reflects the cash generating activities of the Group. The reconciliation of adjusted EBITDA to Operating Loss is on page 37.
In the prior period an impairment loss of £2.6 million was recognised following a review of the carruing value of the cash-generating unit in light of the conditions prevailing as at 30 June 2023. No further impairment of this cash generating unit was considered necessary at 30 June 2024.
# Share-based payment charges
The non-cash charge for the year was £0.49 million (2023: £0.84 million).
# Tax
The Group claims each year for research and development tax credits. Since it is loss-making, the Group elects to surrender these tax losses for a cash rebate. The amount is included within the taxation line of the income statement and amounts to £0.2 million (2023: £0.5 million) and represents a tax loss surrender of £1.9 million. Tax losses carried forward totalled £11.4 million (2023: £9.0 million). The Group has not recognised any tax assets in respect of trading losses arising in the current financial year or accumulated losses in previous financial years.
# Loss for the year
The loss for the year was £3.0 million (2023: £7.8 million loss). The basic loss per ordinary share decreased to 0.71 pence (2023: 11.35 pence per share) based on an average number of shares in issue during the period
## Cash flow
The Group had £0.9 million of cash at 30 June 2024 (2023: £0.2 million). The net cash inflow for the year was £0.6 million (2023: £6.5 million outflow). This reflects a cash outflow from operations of £2.7 million (2023: £4.6 million), a cash inflow from fundraising activities of £3.5 million (2023: £Nil), cash receipts relating to research and development tax credits of £0.5 million which represented the tax refund for the prior period (2023; £0.5 million), payment of leases of £0.5 million (2023: £0.4 million) and an investment in capital expenditure and intangible assets of £0.1 million (2023: £2.0 million). The £2.0 million capital expenditure in the prior year was in relation to the fit out of the new laboratory and office space.
# Financial position
**Andrew Rapson** Chief Financial Officer
21 October 2024
Net assets at 30 June 2024 were £0.9 million (2023: £0.3 million) of which cash amounted to £0.9 million (2023: £0.2 million) reflecting the remainder of funds from the equity raising earlier in the year. Non-current assets were slightly higher than the prior period which is largely due to a small impairment reversal
Following the year end, the Company has successfully raised £2.6 million in net proceeds through an equity fundraise in August 2024.
following the recognition of investment property.
of 415,107,581 (2023: 69,055,369).
- 38
# Statement by the Directors in relation to their statutory duty in accordance with Section 172(1) of the Companies Act 2006
The Directors and the Board as a whole consider that they have acted in a way that would be most likely to ensure the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in Section 172(1) (a) to (f) of the Act) in decisions taken during the year ended 30 June 2024. The Directors fulfil their duty by ensuring that there is a robust governance structure and process running through all aspects of the Group's operations. The Group's culture of strong governance is described in more detail on pages 44 to 55.
The Group's strategy is determined by the Board following careful consideration of materials and presentations from the Group Executive Team. This encompasses the impact on each of our main stakeholders and ensures alignment to the Group's culture. The Board engages with and meets stakeholders regularly, continually monitors the markets in which the business operates, and ensures that it regularly engages its leadership team to assess progress on strategy and specific projects. The Group's focus on ESG is especially relevant to our stakeholders and this is explained in detail across our approach to risk management on pages 42 to 43 and governance on pages 44 to 55.
# Section 1/2 statement
# We listen
Engaging with our stakeholders through open and clear communications.
The Board considers its major stakeholders to be our people, our investors, our customers and our suppliers.
Engagement with all stakeholders is carried out in accordance with Section 172(1) of the Companies Act 2006. For further information see page 39.
# People
People are the key to the success of
the Group.
and development.
It is their skills, experience and hard work
that allow us to deliver quality services to our customers and be innovative in our research
We believe every employee should have a voice and that every opinion should be heard because every individual working at Aptamer has something unique and valuable to offer. The Directors strive to provide an open culture where feedback and interaction is encouraged between the workforce. Regular interaction is conducted in multiple formats for all staff:
Bi-monthly town hall meetings
Team meetings by function Events and social activities
# Investors
Without the long-term support of our shareholders, our business and delivery of our strategy is not sustainable.
We provide regular and open communication with our shareholders to ensure they are fully abreast of our strategic objectives, financial and operational performance, governance of the Group and values by which we operate:
- Regulatory News Service (RNS) announcements
- Annual and half-year reports
- Annual General Meeting
- One-to-one investor meetings
- Social media updates
**Customers**
Our customers are central to
Our principal customers include large
deliver research and development.
Aptamer's strategic objectives, and
at the highest regulatory standards.
we deliver a first-class service to them
pharmaceutical and bioechnology companies who
either use our services or collaborate with us to
Customer experience surveys
Project progress reports
We engage regularly with our customers to ensure we are meeting their needs adequately:
Weekly team calls
Scientific webinars
Industry events and conferences
# Suppliers
The success of the delivery of our projects depends on strong relationships with trusted and professional suppliers who play a key role in our commercial strategy.
They underpin our business growth and ensure we deliver a quality service and remain competitive.
Our employees have a strong working relationship with our suppliers and liaise with them regularly through:
- Team calls
- Progress reports
# A robust approach to risk management
42
The Board:
Risk
Financial Risk
Dependence on
**Key Personnel**
....
Is ultimately responsible for risk.
Reviews the principal risks and uncertainties facing the Group and assesses the controls in place to manage risk and mitigate potential adverse impacts.
Description
# The Audit Committee:
Monitors the effectiveness of risk management and internal controls.
# The Leadership Team:
Oversees the risk management process and monitors mitigating actions.
# **Our Principal Risks**
The Board considers risk assessment, identification of mitigating actions and related internal controls to be crucial to achieving the Group's strategic objectives. The Corporate Governance Report describes the systems and processes through which the Directors manage and mitigate risk.
Management is also committed to mitigating
this risk by delivering against the Group's
growth strategy, generating revenue and
Management are delivering against plan.
The cash balance at 30 June 2024 was £0.9
winning new and existing contracts.
The principal risks to achieving the Group's objectives are: Mitigating Actions
frequently encountered by companies looking to bring new products to market.
There can be no certainty that the Group
The Group is focussed on delivering revenue growth, developing high value assets and is expected to be loss-making for the foreseeable future with further commitments planned to invest in the infrastructure and capabilities to support future growth.
will begin to be cash positive from
The Group continues to be dependent upon the involvement and contribution of Aptamer's founding scientists, Dr Arron Tolley and Dr David Bunka. Also, given the relatively small size of the Group, it is reliant on a small number of key individuals.
The Group is at an early stage of its The Group endeavours to reduce this risk bu development and faces a number of forecasting cash flow and driving financial planning to improve the financial resilience of operational, strategic and financial risks
will be available once the current funds are fully committed and utilised.
trading activity or that further capital
million and following the completion of the fundraise in August 2024 was £2.9 million at the end of August 2024. The Group appreciates the high level of expertise and contributions made by its key people. It offers a merit-based, stimulating work environment with a culture focused on teamwork and freedom to operate. In addition, there is a competitive performancebased reward structure, including annual performance bonus and share options that vest over a number of years. The Board is also taking steps to ensure that knowledge. skills and expertise are shared and developed across all levels of the organisation.
Furthermore, the Group is committed to minimising its cost base whilst still being able to meet its growth strategy. The Board reviews financial performance on a frequent basis in order to ensure that
the Group.
Aptamer Group PLC
· Increasing
Research and
Development
intellectual
Property
. . . . . .
Risk
· Decreasing
# Mitigating Actions
projects to ensure appropriate decisions based on data outcomes are taken at the right time.
The Group seeks to reduce this risk by only developing products where legal advice indicates patent protection would be available and commercially viable, seeking patent protection for the Group's products, maintaining confidentiality agreements regarding Group know-how and technology, and monitoring technological developments and the registration of patents by other parties.
Description
reputable team of subject matter experts who are monitoring the outputs of the
The Group engages in research and
The Group is building an experienced and
customer requirements or develop the technology quick enough which could result in the delay to projects.
development to develop solutions
Projects are planned in detail and reviewed regularly through working groups to ensure incremental progress is being made.
new technology to address specific market needs. The Group may not reach property comprising patents, patent
required by customers or to develop
The Group owns a portfolio of intellectual applications and know-how. The commercial success of the Group and its ability to compete effectively with other companies depends, amongst other things, on its ability to obtain and maintain
develop its business. In addition, an infringement on any of our patents would present a risk to the Group, as would a patent being granted to an alternative technology prior to one being granted on our technology. IT and Assets The Group is reliant on its information The Group has security measures and backtechnology systems for the processing, up systems in place in an attempt to counter transmission and storage of electronic any attacks by hackers, computer viruses data relating to its research; operations or malicious code or other disruptions, and financial reporting. The success including as a result of natural disasters or of the Group is dependent on its telecommunications breakdown or other technical capabilities. reasons beyond the Group's control. **External Factors** The outbreak of epidemics or pandemics, Our employees are already used to working /Global Macrosuch as any future strains of the SARSremotelu effectivelu, flexiblu and alonoside
economic Events CoV-2, may adversely impact the our valued and skilled network of consultants business, third-party suppliers and/or its and sub-contractors. The Group has relocated customers to larger premises with more space to socially distance from one another. Disruptive events such as natural The Board and Senior Management monitor catastrophes, economic turmoil,
The Strategic Report is contained on pages 1 to 43. It was approved by the Board on 21 October 2024 and
signed on its behalf by: Dr Arron Tolley
these patents and know-how sufficiently to provide protection for the Group. The absence of a commercially viable product that has been granted patents using our technology may have a material
adverse effect on the Group's ability to
pandemics, political crisis and regulatory global events and how they could potentially intervention which impact third-party impact the business. suppliers and may require the Group to adapt the way it operates may present operational risk.
Chief Executive Officer
# Expertise assembled
Committee membership:
**Audit Committee**
Remuneration Committee (C) Committee Chair
Background and
experience:
Independent
and has consulted across preclinical and clinical drug discovery and development for a number of global pharmaceutical companies, diverse range of small- and numerous Investigational New Drug and Clinical Trial Application submissions. Adam is a Fellow of the Royal College of Pathologists and is a board-certified
research pharmaceutical testing company
medium-sized biotechnology and medical
Diplomate of the American College of Veterinary Pathology. He holds a PhD in
RNA-based pharmaceuticals. He is the founder of PathCelerate, a contract
Non-Executive Chairman
oncology and has held posts including President of the British Society of
Toxicologic Pathology and Visiting Professor at the University of Surrey.
device firms; assisting in the generation of
Spanning a 20-year career, Adam has previously worked for AstraZeneca, and has interests and skills in preclinical and translational small molecule, biologic, and
Dr Adam Hargreaves
Committee membership:
Aptamer Group PLC
of Leeds.
Biology and Biophysics from the University
development, business administration and translational science and holds an honorary of Surrey. Arron holds a Ph.D. in Molecular
development company, through various the AIM IPO in December 2021. Arron has extensive experience in business professorship for translational science
a small laboratory built in the basement
stages of growth, and funding, including and entrepreneurship from the University
of his house to a successful aptamer
cellular targets in model disease systems.
Arron led the growth of the company from
Arron is the founder of Aptamer Group and was CEO from 2008 - 2023. Arron has over 19 years' experience in the field of nucleic acid biology and has expertise in the development of aptamers against multiple target types, including complex
Dr Arron Tolley
**Chief Executive Officer**
# Andrew Rapson Chief Financial Officer
Andrew is a highly experienced chartered
accountant with over 20 years of expertise
in finance and accounting. Throughout his
career, Andrew has worked extensively in
AIM-listed environments, accumulating nine years of specialized knowledge
in this sector. Prior to joining Aptamer
Group plc in 2022, he served as Head of
Finance at Hunters Property plc, where
he demonstrated exceptional leadership
in financial strategy and operations. His
wealth of experience and proven track record in financial management continues
to be an asset in driving Aptamer Group
plc's financial growth and governance.
# Dr David Bunka
Chief Scientific Officer
assays and internal R&D at Aptamer Group. He holds a Ph.D. in Molecular
molecules (antibiotics, food contaminants, chemotherapeutics), disease-associated proteins, several cancer-associated celllines, viruses and tissue biopsies. This work has been facilitated through in the field and has authored several peerreviewed research articles, invited review
**Non-Executive Director** Tim is an experienced executive and non-
David leads research and development
Biology and has spent nearly 20 years
developing nucleic acid aptamers against a wide variety of targets including small
activities to support customer validation
the use of high-throughput, automated articles and a book chapter on aptamerbased therapeutics. He has also given many guest seminars covering aptamerbased applications at top universities and
international conferences.
aptamer selection methods. David has built up an established international reputation
over 20 years. He served as CEO and previously CFO of Proactis Holdings PLC from 2006 to 2022, leading the company's growth and strategic direction. In addition to his executive roles, Tim has acted
as a fractional or transitionary CFO for AIM-listed companies, including Avacta Group plc, Altitude Group, and Eleco plc, bringing valuable expertise in financial management and corporate governance.
executive director with a career spanning
Currently, Tim serves as Non-Executive
Director at Data Connect Group Limited and fractional CFO at Rio Al Limited. A qualified chartered accountant, he brings a wealth of experience in guiding companies through financial transitions and driving long-term value.
g ()
Annual report 2024
and its key areas of focus this year.
Introducing the Board's approach to governance
Chairman's introduction
The Board of Aptamer Group is committed to maintaining
the highest standards of corporate governance and
sets clear expectations concerning the Group's culture, values and behaviours. This is reinforced through the
adoption of the Quoted Companies Alliance's Corporate Governance Code ('QCA Code'). The Board works
appropriate for a business of the Group's size and
stage of development.
Full details of the code and how we adopt it can be found on the Group's website within the Corporate Governance
section within the Investor Relations section.
Role of the Board The Board is responsible for taking all major strategic
diligently to ensure that Aptamer follows and applies the 10 principles of the QCA Code to the extent that is
Directors, including a Non-Executive Chair, two full-time Executive Directors and two Non-Executive Directors,
of the Group and ensures that an adequate system of internal control is in place. This is underpinned by the Board's focus on ensuring that the Group delivers long-term value to its shareholders. Composition of the Board At the start of the period, the Board comprised five
decisions and addressing any significant operational matters. In addition, the Board reviews the risk profile
of which two were considered to be independent. Following a fundraise in August 2023, a new Board considered to be independent.
was established comprising five Directors, including an Executive Chair, two full-time Executive Directors and two Non-Executive Directors, of which two were Post-period end, the Board was reconfigured comprising
five Directors, including a Non-Executive Chair, three full-time Executive Directors and a Non-Executive Director, of which two were considered to be independent.
challenges as a public company on AIM, while at the same time ensuring that no individual, or small group of individuals, can dominate the Board's decision-making.
**Board committees** During the period, the Board met regularly to review the Group's progress toward its strategic goals and to approve corporate plans and actions, budgets and financial reporting. The Board has established the
> Dr Adam Hargreaves Non-Executive Chair
The Board believes that the composition of the Board brings a complementary range of skills and experience to support Aptamer Group's opportunities and
Audit Committee and the Remuneration Committee to fulfil specific functions, each with formally delegated
duties and responsibilities. The committees meet on
a regular basis and are both chaired by independent Non-Executive Directors.
Aptamer Group PLC
Dedicated investor section of our website: https://aptamergroup.com/investors
publication of the interim and final results. Annual General Meeting including both a presentation and an opportunity for shareholders
of the business Key activities of the Board this
Review and approval of interim results. Commercial presentations.
uear included:
to ask questions of Directors on a formal and
informal basis, and to discuss the development
these are minimized wherever possible. We ensure the Company strives to make a positive difference in the communities in which it operates by maintaining robust business practices, operating as a good corporate citizen and acting as a trusted employer. Equal opportunity employer
are key to our success. Communication with shareholders The Board recognises the importance of communicating with its shareholders - both institutional and private - to ensure that the strategy
During the year, the Board held 15 scheduled meetings. Attendance at these meetings is below.
The Board has elected not to constitute a dedicated
decision-making with the Board as a whole. This approach is considered appropriate to enable all
Board members to take an active involvement in the consideration of Board candidates and to support the Chair in matters of nomination and succession. Social and environmental impact The Board is mindful of the potential social and
Company announcements published via
Interim results statements, published on our website.
Regulatory Information Service announcements. Annual Reports, fully audited, and published on our website.
Meetings between Board representatives and shareholders held on an ad hoc basis, and following
1 June 2021
Strategic Review.
Risk management and risk register.
Review of R&D projects.
Changes to the infrastructure and organisation
22 December 2021 22 December 2021
environmental impact of the Group's activities and is committed to ensuring the environmental effects of
**Board** meetings
Nomination Committee, instead retaining such
We believe in the value of diversity and strive to be an equal opportunity employer. We have a diverse group
and performance of the Group is understood and that its actions are held accountable to shareholders. Throughout the year, regular communication with
1 March 2023
21 August 2023 29 May 2014 21 August 2023
21 August 2023
14 August 2024
21 August 2023
21 August 2023
Appointment date
of the business.
21 August 2023
Resignation date 21 August 2023 21 August 2023
of employees in terms of both ethnicity and gender,
Non-Executive Director
Dr Arron Tolley **Executive Director** Dr David Bunka **Executive Director**
Non-Executive Chairman Non-Executive Director
Member Dr Ian Gilham
Non-Executive Director
Non-Executive Director
Angela Hildreth Dr John Richards
Dr Rob Quinn
Dean Fielding
Stephen Hull
Dr Adam Hargreaves
**Executive Chairman**
Role
investors is maintained via a number of channels:
and firmly believe diversity, inclusion and collaboration
**Executive Director**
Annual report 2024
14 August 2024
Attendance
5/5
5/5
5/5
5/5
10/10
15/15 8/10
10/10
9/10
# 1. Audit Committee report
The Audit Committee plays a key role in the Group's financial reporting, internal controls and risk management.
Group's governance framework by monitoring the
Chair and Dr Adam Hargreaves.
and reviewing the Company's financial results and
appointed. The Committee comprises Tim Sykes as The Role of the Committee
Following the post-period establishment of a new Board of Directors, a new Audit Committee has been
The Audit Committee assists the Board with monitoring other reporting and has oversight of the effectiveness of risk management and systems of internal control.
Its role is to provide confidence to shareholders on the integrity of our reported financial results and provide challenge to the external auditors and senior management. The framework of duties is set out in its Terms of Reference which are available on the Company's website. Each year the Committee will review its own performance and its Terms of Reference. Members of the Committee have access to the Company
information. The Chair of the Committee works closely with the CFO and the finance department to ensure papers for meetings are comprehensive and comprehensible. When appropriate to do so, the Committee seeks the support of external advisers and consultants.
- Monitoring the integrity of all financial reporting
Secretary who attends and minutes all meetings. To enable the Committee to discharge its duties
information for shareholders to assess the
Reviewing the content of the Annual Report and Accounts to ensure it is fair, balanced and understandable, providing the necessary
including key accounting policies.
to the use of external auditors for non-audit services. The Committee reports to the Board, which includes
Overseeing the relationship with, and the independence and objectivity of, the external
and the frequency of re-tendering and rotation of the audit.
**Duties of the Committee**
The duties of the Committee include:
financial risk and risk management systems.
Reviewing the Company's procedures for
Assessing the Company's internal financial
controls that identify, assess, manage and monitor
employees and external parties to raise concerns.
detecting fraud, bribery and non-compliance and ensuring adequate arrangements are in place for
Considering annually the need for an internal audit function based on the Company's size and activities.
Considering the appointment of external auditors
Company's performance, business model and strategy.
effectively, the Company Secretary is responsible for ensuring the Committee receives high-quality, timely
Developing and recommending a policy in relation
improvement is needed, including the recommendation of remedial action. The Chair of the Committee reports to the Board on its proceedings after each meeting on
reporting on any matters where it considers action or
all matters, including any reporting issues and on estimates and judgements made in the preparation of financial statements.
Aptamer Group PLC
- 48
# **Attendance**
During the year, the Committee held three scheduled meetings and reported on its activities to the Board. The members of the Audit Committee, who held office throughout the year are:
| Member | Role | Status | Appointment date | Attendance |
|--------------------|------------------------|-------------|------------------|------------|
| Dean Fi্elding | Chair | Independent | 21 August 2023 | 3/3 |
| Dr Adam Hargreaves | Non-Executive Director | Independent | 21 August 2023 | 2/2 |
On 14 August 2024 Dean Fielding resigned from the Audit Committee. Following the appointment of Tim Sykes as a Non-Executive Director on 13 September 2024, the Audit Committee comprises Tim Sykes as Chair and Dr Adam Hargreaves.
# Committee membership and attendance
Appointments to the Committee are made by the Board in consultation with the Chair of the Committee. Both members are independent Non-Executive Directors and have competence relevant to the sector, with at least one member having recent and relevant financial experience. Only members of the Committee have the right to attend Committee meetings. However, senior leadership team members and the external audit lead partner are invited to attend meetings on a regular basis.
# Key activities of the Committee during the year:
- Reviewed the integrity of the financial statements including the Preliminary statement, Annual and Interim reports.
- Meeting with the Auditors to review the interim and full year results, discussing key accounting
judgements made and advising the Board that these were a balanced and fair representation.
- Reviewed and updated the risk register and reporting to the Board its view on the key operational and financial risks the business faced.
- Reviewed findings from the internal audit report and implemented recommendations.
- Reviewed whether a going concern basis was appropriate for the preparation of the annual reports.
# 2. Remuneration Committee report
The Chair of the Committee reports to the Board on its proceedings after each meeting on all matters within its duties and responsibilities and the Committee will make any recommendations to the Board it deems appropriate.
# **Duties of the Committee**
The duties of the Committee include:
- Determining the Directors' remuneration policy and setting the remuneration of the Company's Chair, Executive Directors, senior management, Company Secretary and the wider workforce.
- Establishing remuneration schemes for Executive Directors that promote long-term shareholding, and attract, retain and motivate those individuals without paying more than is necessary.
- Designing remuneration policies and practices to promote long-term sustainable success, with executive remuneration aligned to the Company's purpose and values, clearly linked to the successful delivery of the Company's long-term strategy.
- Within the terms of the agreed policy, determining the total individual remuneration package of each Executive Director, the Company Chair and senior managers including bonuses, incentive payments and share options or other share awards.
- Determining clawback and equivalent arrangements in the event of a significant downturn in performance or impropriety.
- Determine the policy for, and scope of, pension arrangements for each Executive Director and other designated senior executives.
- Agreeing the policy for authorising claims for expenses from the Directors.
- Review the Company's arrangements for its employees to raise concerns in confidence about possible wrongdoing in financial reporting or other matters.
No Executive Director is involved in decisions setting their remuneration.
# Aptamer Group has strong prospects for growth and is well-positioned to capitalise on the rapidly growing demand for new generations of binders for a wide range of applications across the global Life Sciences sector.
Following the post-period establishment of a new Board of Directors; a new Remuneration Committee has been appointed. The Committee comprises Dr Adam Hargreaves as Chair and Tim Sykes.
## The Role of the Committee
The role of the Remuneration Committee is to ensure there is a formal process for considering executive remuneration. On behalf of the Board, it reviews the pay, benefits, and other terms of service of the Executive Directors of the Company and the broad pay strategy with respect to other senior executives. The framework of duties is set out in its Terms of Reference, which are available on the Company's website. Each year the Committee will review its own performance and its Terms of Reference. Members of the Committee have access to the Company Secretary who attends and minutes all meetings. To enable the Committee to discharge its duties effectively, the Company Secretary is responsible for ensuring the Committee receives high-quality, timely information.
# **Attendance**
During the year the Committee held one scheduled meeting and reported on its activities to the Board. The members of the Remuneration Committee, who held office throughout the year, were:
| Member | Role | Status | Appointment date | Attendance |
|--------------------|------------------------|-------------|------------------|------------|
| Dean Fielding | Non-Executive Director | Independent | 21 August 2023 | 2/2 |
| Dr Adam Hargreaves | Chair | Independent | 21 August 2023 | 2/2 |
Post-period Tim Sykes was appointed to the Remuneration Committee.
# Committee membership and attendance
Appointments to the Committee are made by the Board in consultation with the Chair of the Committee. All members are independent Non-Executive Directors. Only members of the Committee have the right to attend Committee meetings. However, senior leadership team members and external advisers may be invited to attend all or part of any meeting.
# Directors' remuneration policy
This report sets out the Company's policy on the remuneration of its Executive Directors and Non-Executive Directors (the "policy"). The Executive Directors have written terms of engagement with no fixed expiry date. Executive remuneration packages are prudently designed to attract, motivate and retain Directors of the necessary calibre and to reward them for enhancing value to shareholders. The performance measurement of the Executive Directors and keu members of senior management and the determination of their annual remuneration package is undertaken by the Remuneration Committee.
# Base salary
Salaries are determined by reference to market data and taking into account the responsibilities of the Executive. All increases and changes are at the discretion of the Committee.
## Pension ·
Executives are offered a contribution into a defined contribution pension scheme.
# Performance-related bonus
To incentivise performance against personal objectives and selected KPIs linked to business with payment following shortly thereafter. For the year ending 30 June 2024, the maximum percentages were 25% all Board members. A maximum pay-out requires an Executive's personal performance to be maximum and the Company bonus achievement to be maximum as well. An overall Company achievement is
offered as a benefit to the Executives.
strategy, Company, and Individual bonus targets are set in lune of each year. Achievement of both Company and Individual targets is assessed in the September following the end of the financial year based on financial and operational KPIs.
Life assurance and medical insurance are
Benefits
Annual report 2024
51 -
# 2. Remuneration Committee report continued
# **Directors' Remuneration**
# Single figure for total remuneration
The following table sets out the single figure for total remuneration for Directors for the year ended 30 June 2024 and the year ended 30 June 2023.
| | 30 June 2024 | | | | |
|-------------------------------|-------------------------------------|------------------------------|-------------------|-----------------|-------------------------|
| · | Salary, fees
and bonus
£'000s | Other
benefits*
£'000s | Pension
£'000s | Total
£'000s | 2023
Total
£'000s |
| Dr Arron Tolley¹ . | 130 | 3 | . 1 | 134 | 246 |
| Dr David Bunka | 113 | 1 | 1 | 115 | 202 |
| Stephen Hull² | 58 | • | . · · . | 58 | |
| Dr Robert Quinn³ | 49
| - | - |
49 | 64 |
| Dean Fielding 4 | 26
| - | - |
26. | - |
| Dr Ian Gilham s | 18 | . - | - | 18 | 97 |
| Angela Hildreth 6 | 9 | - | • | 9 | 47 |
| Dr John Richards 7 | 8 | • | - | 8 | 42 |
| Dr Adam Hargreaves | ) - | • | - | - | - |
| Total | 411 | 4 | 2 | 417 | 698 |
- Appointed 21 August 2023 and resigned 14 August 2024.
- Appointed 22 December 2021 and resigned 21 August 2023
Appointed 22 December 2021 and resigned 21 August 2023
Other benefits include health insurance and gym membership Resigned 16 May 2023 and reappointed 21 August 2023
Appointed 1 March 2023 and resigned 21 August 2023. Appointed 21 August 2023 and resigned 14 August 2024
Appointed 1 June 2021 and resigned 21 August 2023
- 52
- Aptamer Group PLC
# Directors and their interests in shares
The Directors of the Company who held office at the end of the year, and their interests in the ordinary share capital of the Company, were as follows:
| | Year ended 30 | Year ended 30 June 2024 | | |
|--------------------|------------------|-------------------------|--|--|
| | Number of shares | Percentage
holding | | |
| Dr Arron Tolley · | 16,794,200 | 3.59% | | |
| Dr David Bunka | 13,524,200 | 2.89% | | |
| Dr Adam Hargreaves | 22,500,000 | 4.81% | | |
| Stephen Hull | 2,436,400 | 0.52% | | |
| Dean Fielding | 1,727,400 | 0.37% | | |
On 29 July 2024 and 13 August 2024 the Company issued 116,835,918 and 1,336,164,082 new Ordinary shares respectively. Following these share issues the remaining directors who held office during the year held the following interests:
| | Number of
'shares | Percentage
holding |
|--------------------|----------------------|-----------------------|
| Dr Adam Hargreaves | 50,000,000 | 2.60% |
| Dr Arron Tolley | 21,794,200 | 1.13% |
| Dr David Bunka | 18,524,200 | 0.96% |
# Directors' share options
The Directors of the Company who held office at the end of the year, have been granted the following share options:
Dean Fielding\*
| | Number of shares | Date of grant | Date of expiry | Exercise price per ordinary share |
|--------------------|------------------|----------------|----------------|-----------------------------------|
| Dr Arron Tolley | 35,837,305 | 9 October 2023 | 9 October 2033 | lρ |
| Dr David Bunka | 28,422,450 | 9 October 2023 | 9 October 2033 | lρ |
| Dr Adam Hargreaves | 3,725,000 | 9 October 2023 | 9 October 2033 | lρ |
| Stephen Hull* | 5,100,000 | 9 October 2023 | 9 October 2033 | lp |
| Dean Fielding* | 3,725,000 | 9 October 2023 | 9 October 2033 | 1p |
These options lapsed on 14 August 2024 following their resignation.
# For the year ended 30 June 2024
# Principal activities
The principal activity of the Company and the Group during the year was the provision of aptamer selection and development services and the development of aptamer-based reagents. The Group operates across three divisions: custom services (research and bioprocessing tools), diagnostics and therapeutics.
| Dr A Hargreaves
Dr A C Tolley | (appointed on 21 August 2023)
(reappointed on 21 August 2023) |
|----------------------------------|------------------------------------------------------------------|
| A Rapson | (appointed on 14 August 2024) |
| Dr D H J Bunka | , , |
| T Sykes | (appointed on 13 September 2024) |
| | (appointed on 21 August 2023 |
| | and resigned 14 August 2024) |
| | (appointed on 21 August 2023 |
| | and resigned 14 August 2024) |
| Dr R Quinn | (resigned on 21 August 2023) |
| | (resigned on 21 August 2023) |
| A Hildreth | (resigned on 21 August 2023) |
| Dr J D Richards | (resigned on 21 August 2023) |
# Results and dividends
The results for the year are set out on page 64.
No ordinary dividends were paid. The Directors do not recommend payment of a dividend.
# Qualifying third-party indemnitu provisions
The Group has indemnified all Directors of the Group against liability in respect of proceedings brought by third parties, subject to conditions set out in the Companies Act 2006 in the year and up to the date of the approval of these financial statements
The Group's activities expose it to a number of financial risks including credit risk, foreign currencu risk, interest rate risk, cash flow risk and liquidity risk which it manages as follows:
# Liquidity risk
- 54
sufficient funds are available for ongoing operations and future developments, Management closely monitors available bank and other credit facilities in comparison to the Group's outstanding commitments sufficient funds to meet the obligations of the Group
The Group's credit risk is primarily attributable to its trade receivables. Credit risk is managed bu monitoring the aggregate amount and duration of exposure to any one customer depending upon their credit rating. The amounts presented in the Consolidated Statement of Financial Position are net of allowances for doubtful debts, estimated by the Group's management based on prior experience and their assessment of the current economic environment. The Group has no issues with the impairment of debts at the reporting date. The historic trading activity and the collection of balances due from customers does not indicate that impairment risk
The Directors present their Directors' Report and audited financial statements of the Group subsidiaries (together "the Group") for the year
# **Financial instruments**
Directors
# to the date of signature of the financial statements were as follows:
The Directors who held office during the year and up
# for Aptamer Group PLC ("the Company") and its ended 30 June 2024.
Financial risk management
In order to maintain liquidity to ensure that
(resigned on 21 August 2023)
the Group:
holding foreign currency bank accounts. There was
risk of changes in foreign currency exchange rates and during the period the fluctuation in exchange rates has had an impact on reported results. The risk associated with foreign currency fluctuations is mitigated by
Substantial Shareholdings
Aptamer Group PLC
Shareholder
Credit risk The Group's principal financial assets are bank balances and cash and trade and other receivables.
on a regular basis to ensure that the Group has as they fall due.
will be significant in the future. Foreign currency risk The Group is exposed in its trading operations to the
The main currencies in which the Group operates are the Pound Sterling and the US Dollar.
no exposure to foreign currency fluctuations at the reporting date.
Other than the Directors' own holdings, the Board has been notified that, as at 3 October 2024, the following shareholders on the Group's share register held interests of 3% or more of the issued ordinary share capital of
Percentage
6.48%
6.14%
Number
122,500,000
117.901.748
Nicholas Slater
Dowgate Group Limited Crux Asset Management Limited
5.21% 100,000,000
# Interest rate risk
in interest rates at the reporting date.
## Cashflow risk
The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. Interest-bearing liabilities are a mixture of fixed and floating rate, where the Group mitigates the exposure through cash flow hedging.
# Disabled persons
The Group is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status. The Group gives full and fair consideration to applications for employment of disabled persons, having regard to their particular aptitudes and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the Group. If members of staff become disabled the Group continues employment, either in the same or an alternative position, with appropriate retraining being given if necessary.
## Emplouee involvement
The Group systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests. Employee involvement in the Group is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the Group plays a major role in maintaining its performance. The Group encourages the involvement of employees by means of regular management team briefings, regular training and feedback sessions.
The Board are recommending Gravita Audit Limited
for reappointment as auditor of the Company, Gravita Audit Limited have expressed their willingness
# Independent auditor
forthcoming Annual General Meeting.
to accept this appointment and a resolution re-appointing them will be submitted to the
## Statement of disclosure to auditor
So far as each person who was a Director at the date of approving this report is aware, there is no relevant audit information of which the auditors of the Company are unaware.
Additionally, the Directors individually have taken all the necessary steps that they ought to have taken as Directors in order to make themselves aware of all relevant audit information and to establish that the auditors of the Company are aware of that
# Matters covered in the
Certain matters required to be included in the Directors' Report have been included in the "Our Strategy" section on page 22 and 23, namely the discussion of the future developments.
The Group adopts a policy of ensuring that there is an appropriate mix of fixed and floating rates in managing its exposure to changes in interest rates on borrowings. There is no material exposure to changes
information.
"Our Strateou" section
Going concern
ended 30 June 2024 of £3.0 million (year ended
The Group has reported a loss after tax for the year 30 June 2023: £7.8 million). The Group had a cash balance of £0.9 million at 30 June 2024 (30 June 2023: £0.2 million).
The Directors have considered the applicability of Directors consider that this forecast represents a
the going concern basis in the preparation of these financial statements, which includes assessing an internal forecast extending out to June 2026. The reasonable best estimate of the performance of the
Group over the period to June 2026.
The Directors believe that it remains appropriate to
prepare the financial statements on a poing concern
which may cast doubt over the Group's ability to
basis. However, there remains a material uncertainty
continue as a going concern and to continue realising
concern assessment is disclosed in more detail in Note 1.3 to the financial statements.
21 October 2024
On behalf of the Board
Dr A Tolley Chief Executive Officer
its assets and discharging its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate. The going
# For the year ended 30 June 2024
The Directors are responsible for preparing the Annual Report, the Strategic Report, the Directors' 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 prepared the Group financial statements in accordance with international accounting standards in conformity with UK adopted international accounting standards ("IFRSs").
The directors have elected to prepare the parent company financial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Standards (United Kingdom Generally Accepted Accounting Practice including Financial Reporting Standard 101 'Reduced Disclosure Framework').
Under company law. 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 Group and the Company and of the profit or loss of the Group for that period. In preparing the financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently:
- for the group financial statements, state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements;
- for the parent company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
- make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume
will continue in business.
that the Group and the Company
The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Companu's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006.
# Independent Auditor's Report to the Members of Aptamer Group Plc
# Oainian
We have audited the financial statements of Aptamer Group Plc (the 'parent company') and its subsidiaries (the 'group') for the uear ended 30 June 2024 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of changes in equity, the consolidated and company statements of cash flows, and notes to the financial statements, including a summary of
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 entities, and
For the year ended 30 June 2024
significant accounting policies.
In our opinion: the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 30 June 2024 and of the group's loss for the year then ended; the group financial statements have been properly prepared in accordance with UK adopted IFRS's;
Basis for opinion
the parent company financial statements have been properly grepared in accordance with United Kingdom Generally Accepted Accounting Practice; and,
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK adopted International Financial Reporting Standards (IFRSs). The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
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. Our approach to the audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made subjective judgments, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was
evidence of bias by the directors that represented a risk of material misstatement due to fraud. How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls. and the industry in which they operate.
We performed audits of the complete financial information for Aptamer Group Plc, Aptamer Solutions Limited, Aptamer Diagnostics Limited, Aptamer Therapeutics Limited, Aptasort Limited, which were individually financially significant and accounted for 100% of the Group's revenue and 100% of the Group's absolute loss before tax (i.e. the sum of the numerical values without regard to whether they were profits or losses for the relevant reporting units). The Group engagement team performed all audit procedures.
Material uncertainty related to going concern In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the oreparation of the financial statements is appropriate. We draw upur attention to note 1.3 in the financial statements, which indicates
the key risks and uncertainties set out on page 42 and 43 may affect the future prospects and trading activities of the group. The Group cash receipts in the forecast includes revenues (as further disclosed in note 1.3) and the timely receipt of R & D tax credits and accounts receivables. The directors are satisfied that they would be able to take mitigating action in the event that
the sales growth was slower and that these cash realization's will be met. These conditions, along with other matters as set out in note 1.3 indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
included reviews of expected cash flows for a period of 12 months, to determine expected cash requirements, which was compared to the liquid assets held in the entity, which included:
- Evaluating the appropriateness of the going concern assessment performed by management with regard to the requirements of the applicable financial reporting framework, including the period covered:
- Engaging with senior management around the group to obtain a broad-based understanding of key commercial drivers:
- Testing the mathematical accuracy of the going concern model prepared by management and the underlying calculations used within it:
- Evaluating the adequacy of disclosures made in the financial statements in respect of poing concern.
Key audit matter
Revenue recognition
Independent Auditor's Report to the Members of Aptamer Group Plc continued
Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting
For the year ended 30 June 2024
Verifying the level of cash held by the group as at 30 June 2024 and cash movements post year end; Critically assessing the directors' financial forecasts and the underlying key assumptions, including the sales pipeline, actual sales in the current financial year, operating cash burn rates and managements going concern sensitivity analysis; and,
predicted this statement is not a quarantee of the company's ability to continue as a going concern. of this report.
Based on the work we have performed, there is an uncertainty on the achievement of the forecasts for twelve months from approval of the financial statements and there may be delays in cash realisations required to support the working capital cucle giving rise to material uncertainty related to going concern. However, because not all future events or conditions can be
Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in 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. This is not a complete list of all risks identified by our audit. As there is a material uncertainty relating to going concern assumption noted above, this key audit matter has not been repeated within this key audit matters section.
How our audit addressed the key audit matter
substantive in nature. On a sample basis we:
Our audit procedures in response to the assessed risks were
Agreed a sample of revenue items to supporting
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections 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
services in the parent and solutions operating segments. documents such as invoices, contracts, and proof of delivery / performance. We assessed the audit risk for each revenue stream and identified significant risk existed in areas below: Obtained supporting evidence as to whether the milestones claimed have been achieved. Milestone achievement may not be accurately identified or may be fraudulently misrepresented, leading to inaccurate Assessed for each sample selected whether the revenue reporting of revenue streams. recognition policy applied was consistent with regards to nature of the contract entered in to with the customers. An inappropriate policy of recognising revenue under IFRS 15 may be applied fraudulently or in error leading to This enabled us to conclude on whether revenue occurrence misstatement. This may arise either due to an incorrect
was demonstrable, and whether revenue had been recognised assessment being made of whether revenue should be in the appropriate amount and in the correct period, according recognised at a point in time or over time, or because of an to contractual documents in place.
incorrect assessment is made of the distinction between Nothing has come to our attention as a result of performing performance obligations. The risk is that revenues are not the above procedures that causes us to believe that a material recorded accurately or in the correct period and is present in all revenue streams.
misstatement is present in respect of revenue recognition due to the matters identified as fraud and error risk set out on the left. Revenue may not be appropriately deferred when the provision of goods or services has not taken place in the financial year, leading to early revenue recognition and
understatement of deferred income, or the reclassification to creditors if the project does not go ahead.
58
As disclosed the group's revenues is generated from a number of different revenue streams which arise from the provision of
Aptamer Group PLC
Key audit matter
Impairment of Investments in Subsidiaries
Share-based payment charge
How our audit addressed the key audit matter
cashflows and indicators of impairment;
with recognition, disclosure and completeness. We endeavour Assessed the methodology used by management to estimate to assess the recognition, disclosure and completeness of the future profitability of companies in the group and investments in debt in line with the supporting documentation to
We have performed the following audit procedures:
Reviewed management's assessment of future operating
recoverable value of the investment, in conjunction with
appropriate: Assessed the reasonableness of the key assumptions used in management's estimates of recoverable value, in line with the
any intra-group balances, to ensure that the method used is
economic and industry statistics relevant to the business:
and the key assumptions applied in arriving at the expected
Confirmed that any adverse changes in key assumptions would not materially increase the impairment loss;
Challenged cash inflows from revenue generating activities
The Group has engaged in share-based payment transactions
with its employees and senior management. To determine the
The granted awards are subject to non-market conditions,
assumptions at year-end could prove to be misaligned.
who employed a Monte Carlo valuation technique.
fair value of the options, the Group consulted an external valuer
which will influence the year-end charge. There is a risk that the options may not be accurately valued and that the probability
ensure that such transactions are carried out at arm's length and adequate fair value disclosed at the end of the reporting period.
The Company financial statements present a significant level
of investments, which may give rise to several risks associated
revenues for the foreseeable future.
Reviewed the latest management accounts for all entities in the group to confirm reasonability of assumption used in the rashflow forecast. Based on the audit work performed we are satisfied that management have made reasonable assumptions in arriving at the value of the companies in the group based on carrying value of investments and the amounts are disclosed in accordance with the reporting framework, the Company made additional impairment provisions for intercompany loans made in the period.
Reviewed the contractual agreements to determine whether the transactions are cash or equity settled. Evaluated the computation of fair value of the options. on these assessments. ensure the appropriateness of the options valuation. Reviewed the disclosures in the financial statements to
including key assumptions, and engaged with management
We have conducted the following audit procedures: Assessed the qualifications and expertise of the valuer to
confirm their adequacy and compliance with IFRS 2. Analysed related factors involved in this assessment, choices, and estimated number of employees and cancellation of options.
including the vesting period, vesting conditions, settlement Based on the procedures performed, we have found no issues that lead us to believe that the options have been inadequately valued
or that the share-based payment charge is misrepresented.
Annual report 2024 59
# Independent Auditor's Report to the Members of Aptamer Group Plc continued
Key audit matter Carrying value of intangible assets, right of use assets & Impairment.
assets and right of use assets. There is a risk associated
flow model and necessary assumptions and sensitivities
The difficulty with predicting future revenue streams is
which we wish to bring this to your attention.
For the year ended 30 June 2024
provided for this year.
How our audit addressed the key audit matter
considered the allocation of impairment applied across the cash generating units; Tested the clerical accuracy of management's forecast. Though the financial statements include no further indicators of impairment we bring to your attention that, the company's revenue pipeline includes certain assumptions and expectations of revenue yet to be contractually completed. Certain other judgements and assumptions have been highlighted in note 16. Should these revenue items not materialise, an impairment would be required and the impact of a drop in the revenue and its impact on the carruing values is documented in note 16. There are no other matters that have
We have performed the following audit procedures:
Reviewed the inputs in the right of use assets and
and detailed in Note 5. An appropriately prepared discount are disclosed in Note 16. No additional impairment has been highlighted in Note 1.3 and also in disclosures within Note 16
the inputs on revenue to correspondence and supporting information where available. arisen which would otherwise require us to bring them to your
We considered the key assumptions in the model including the discount rate, the reliability of the revenue by comparing this to historical inputs and corroborated
The group accounts hold a significant amount of Intangible with intangibles and right of use assets that they could be overstated. There has been no further impairment to these assets from the specific and general provisions made in 2023
Obtained management's forecast when preparing its calculations to support the cash generating unit that was identified and the inputs that determined its value in use;
Reviewed management assumptions and challenged management on their judgements of the forecasted sales. including the start-up and success of revenue generating
projects, and estimates and useful lives of the intangible
assets:
attention
Our application of materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgment, we determined materiality for the financial statements as a whole as follows: Group financial statements Company financial statements £157,000 (2023: £261,000). £150,000 (2023: £230,000). Overall materiality How we determined it Based on 5% of loss before tax (2023: 5% of Net Based on 5% of Net Loss (2023: 5% of Net Loss). Loss - before impairment loss). Rationale for The most adequate basis is for materiality to be The most adequate basis is for materiality to be based on the net loss, which is consistent with our benchmark applied based on the net loss, which is consistent with our understanding of the cashflows and the Group's understanding of the cashflows and the Company's business model year on year which also considers business model year on year. that there are some trading components in the group.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. Each component has been assigned materiality individually, with a maximum allocation of £36,000.
Aptamer Group PLC
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality has been set at 75% of overall materiality equal to £117,000. We determined performance materiality with reference to factors such as our understanding of the Group and its complexity, the quality of the control environment and ability to rely on controls and the low level of uncorrected misstatements in the prior year audit.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £7,500 (2023: £13.000) being 5% of Group financial materiality as a whole, as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
# Other information
The other information comprises the information included in the annual report other than the financial statements and our
- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the this other information, we are required to report that fact.
We have nothing to report in this regard.
- 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,
- financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of Opinions on other matters prescribed by the Companies Act 2006
- In our opinion, based on the work undertaken in the course of the audit:
- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
- We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited bu us; or the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit.
- Responsibilities of directors As explained more fully in the directors' responsibilities statement set out on page 56, 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 group's and parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
# Independent Auditor's Report to the Members of Aptamer Group Plc continued
For the year ended 30 June 2024
# Auditor's responsibilities for the audit of the financial statements
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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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
are designed to detect material misstatement. We are not responsible for greventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
# The extent to which the audit was considered capable of detecting irregularities including fraud
non-compliance with laws and regulations, was as follows:
responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Material misstatements that arise due to fraud can be harder to detect than those that arise from errors as they may involve
# to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary
# deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures
- Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and
- the senior statutory auditor ensured the engagement team collectively had the appropriate competence, capabilities and
- skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the group through discussions with directors and other management. we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including taxation legislation, data protection, anti-bribery, employment, environmental, health and safety legislation and anti-money laundering regulations.
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence. identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit; and
- we assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
- To address the risk of fraud through management bias and override of controls, we: performed analytical procedures to identify any unusual or unexpected relationships; tested journal entries to identify unusual transactions; assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 of the Group
- investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- reading the minutes of meetings of those charged with governance;
- enquiring of management as to actual and potential litigation and claims; reviewing correspondence with HMRC and the group's legal advisors.
financial statements were indicative of potential bias:
There are inherent limitations in our audit procedures described above. The more removed those laws and regulations are from financial transactions, the less likely it is that we would become aware of noncompliance. Auditing standards also limit the audit the inspection of regulatory and legal correspondence, if any.
reparding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. Use of this report This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume the opinions we have formed.
matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for
Sachin Ramaiya (Senior Statutory Auditor)
For and on behalf of Gravita Audit Limited, Statutory Auditor
Aldgate Tower 2 Leman Street London E1 8FA
21 October 2024
Annual report 2024
# Consolidated statement of comprehensive income
For the year ended 30 June 2024
| | Notes | Year ended
30 June 2024
£'000 | Year ended
30 June 2023
£'000 |
|--------------------------------------------------------------------|-------|-------------------------------------|-------------------------------------|
| Revenue | 4 | 860 | 1,752 |
| Cost of sales | | (610) | (1,393) |
| Gross profit | 1 | 250 | 359 |
| Administrative expenses . | | (3,167) | (5,034) |
| Other operating income | 7 | 127 | 3 |
| Adjusted EBITDA | 9 | (2,790) | (4,672) |
| Amortisation and impairment of intangible assets | 16 | (13) ; | (324) |
| Depreciation and impairment (including loss on disposal of assets) | 17,18 | (232) | (3,077) |
| Share-based payment expense | 34 | (49) | (84) |
| Operating loss | 6 | (3,084) | (8,157) |
| Investment revenue | 12 | 24 | - |
| Finance costs | 12 | (81) | (141) |
| Loss before taxation | i | (3,141) | (8,298) |
| Taxation | 13 | 183 | 462 |
| Loss and total comprehensive loss | | (2,958) | (7,836) |
| Basic loss per share | 14 | 0.71ρ { | 11.35р |
| Diluted loss per share | 14 | O.71p | 11.35p |
There were no items of other comprehensive income in the current or prior period. Accordingly, no statement of other comprehensive income has been prepared.
Loss and total comprehensive loss for the year is all attributable to the owners of the Parent Company. All activities relate to continuing operations
Aptamer Group PLC
- 64
# Consolidated statement of financial position
As at 30 June 2024
| | Notes | 30 June 2024
£'000 | 30 June 2023
£'000 |
|-------------------------------------|-------|-----------------------|-----------------------|
| Assets | | | |
| Non-current | | | |
| Intangible assets | 16 | 165 | 70 |
| Property, plant and equipment | 17 | 424 | 561 |
| Right-of-use assets | 18 | 187 | 160 |
| Other receivables | 22 | 373 | 373 |
| | | 1,149 | 1,164 |
| Current | | | |
| Inventories | 21 | 119 | 204 |
| Trade and other receivables | 22 | 439 | 678 |
| Tax receivable | | , 192 | 473 |
| Cash and cash equivalents | 29 | 870 | 234 |
| | | 1,620 | 1,589 |
| Total assets | | 2,769 | 2,753 |
| Current liabilities | | | |
| Trade and other payables | 23 : | . (1,027) | (1,329) |
| Barrowings | 25 ! | (38) | (50) |
| Leases | 26 | (215) | (264) |
| • | | (1,280) | (1,643) |
| Net current assets / (liabilities) | | 340 | (54) |
| Non-current liabilities | | | |
| Trade and other payables | 24 | (3) | (7) |
| Borrowings | 25 | (9) | (19) |
| Leases | 26 | (555) | (745) |
| Provisions for liabilities | 27 | (35) | (35) |
| | | (602) | (806) |
| Net assets | | 887 | 304 |
| Equity | | | |
| Issued share capital | 32 | 467 | . 69 |
| Share premium | 33 | 12,672 | 9,578 |
| Group reorganisation reserve | 33 | 185 | 185 |
| Share-based payment reserve | 34 | 504 | 544 |
| Accumulated losses | | (12,941) | (10,072) |
| Equity attributable to shareholders | | 887 ( | 304 |
The notes on pages 70 to 102 form an integral part of these Financial Statements. The financial statements of Aptamer Group Plc (registered number 09061413) were approved by the Board on 21 October 2024 and signed on its behalf by:
Dr A C Tolley
# Company statement of financial position
As at 30 June 2024
| | 1 | 30 June 2024 | 30 June 2023 |
|-------------------------------------|----------|--------------------|--------------|
| | ' Notes | £′000 | £'000 |
| Assets | 1 | } | |
| Non-current | | į | |
| Intangible assets | 16 | 109 | 39 |
| Property, plant and equipment | 17 | 340 | 459 |
| Right-of-use assets | 18 | 187 | 160 |
| Investments | 19 | 203 | 203 |
| Other receivables | 22 | 373 | 373 |
| | j | 1,212 | 1,234 |
| Current | | / | |
| Trade and other receivables | ` 22 | 404 | 615 |
| Tax receivable | ĺ | 192 | 473 |
| Cash and cash equivalents | 29 | 841 | 46 |
| | ] | 1,437 { | 1,134 |
| Current liabilities | | | د |
| Trade and other payables | 23 | (1,410) | (1,118) |
| Borrowings | 25 | (38) | (50) |
| Leases | 26 | (215) | (264) |
| | ] | (1,663) | (1,432) |
| Net current (liabilities) | | (226) | |
| Non-current liabilities | | Ĭ | |
| Trade and other payables | 24 | (3) | (7) |
| Borrowings | 25 | (9) | (19) |
| Leases | 26 | (555) ‡ | (745) |
| | | (567) | (771) |
| Provisions for liabilities | 27 | (35) | |
| Net assets | | 384 | |
| Equity | | - | |
| Issued share capital | 32 | 467 | 69 |
| Share premium | 33 | 12,672 | 9,578 |
| Share based payment reserve | 34 | 504 | 544 |
| Accumulated losses | | (13,259) | (10,061) |
| Equity attributable to shareholders | | 384 ( | 130 |
The notes on pages 70 to 102 form an integral part of these Financial Statements. As permitted by \$408 of the Companies Act 2006, Aptamer Group Plc has not presented its own income statement. The loss for the financial year within the financial statements of the holding company was £3,287,000 (2023: £8,749,000) The financial statements of Aptamer Group Plc (registered number 09061413) were approved by the Board on 21 October 2024 and signed on its behalf by:
**Dr A C Tolley** Director
X000
# Consolidated statement of changes in equity
For the year ended 30 June 2024
| | | | | | Share-based | | |
|---------------------------------------------------------------|-------|--------------|---------|----------------|-------------|----------|---------|
| • | | Issued share | | reorganisation | payment | Retained | |
| | | capital | premium | reserve | reserve | | equity |
| | Notes | £′000 | £'000 | £′000 | £'000 | £'000 | £'000 |
| Balance at 30 June 2022 | | 69 | 9,573 | 185 | 538 | (2,314) | 8,051 |
| Loss and total comprehensive expense for the year |
| - | - | - | - |
(7,836) | (7,836) |
| Transactions with the owners of the Parent Company: | | | | | | | |
| Issue of share capital net of
transaction costs | 32 | - | 5
| - | - | - |
5 |
| Credit to equity for equity-
settled share-based payments | 34
| - | - | - |
84 | - | 84 |
| Exercised & forfeited equity-
settled share-based payments | 34 | · •
| - | - |
(78) | 78 | - |
| Balance at 30 June 2023 | | 69 | 9,578 | 185 | 544 | (10,072) | 304 |
| Loss and total comprehensive expense for the year |
| - | - |
| - | (2,958) | (2,958) |
| Transactions with the owners of the Parent Company: | | | | | | | |
| Issue of share capital | 32 | 398 | 3,613
| - | - |
• | 4,011 |
| Share issue costs | | - | (519) | • | • | • | (519) |
| Credit to equity for equity-
settled share-based payments | 34 | | • | - | 49 | - | 49 |
| Exercised & forfeited equity-
settled share-based payments | . 34 | _ | - | | (89) | 89 | - } |
| D. 1. 201 2027 | | 1 | | | | 420.0.40 | |
Balance at 30 June 2024 467 12,672 185 504 (12,941) 887
Annual report 2024
# Company statement of changes in equity
For the year ended 30 June 2024
| | | | | Share-based | | |
|-----------------------------------------------------------|-------|--------------|---------|-------------|----------|---------|
| , | | Issued share | Share | payment | Retained | Total |
| | | capital | premium | reserve | earnings | equity |
| | Notes | £'000 | | £'000 | £'000 | |
| Balance at 30 june 2022 | | 69 | 9,573 | | (1,390) | 8,790 |
| Loss and total comprehensive expense for the year | | •
| - | - |
(8,749) | (8,749) |
| Transactions with owners of the Parent Company: | | | | | | |
| Issue of share capital net of transaction costs | 32 | - | 5
| - | - |
5 |
| Credit to equity for equity settled share-based payment |
| - | - |
84 | - | 84 |
| Exercised & forfeited equity-settled share-based payments | 34 | | | (78) | 78 | - |
| Balance at 30 June 2023 | | 69 | 9,578 | . 544 | (10,061) | 130 |
| Loss and total comprehensive expense for the year | | - | | | (3,287) | (3,287) |
| Transactions with owners of the Parent Company: | | | | | | |
| Issue of share capital | 32 | 398 | 3,613
| - | - |
4,011 |
| Share issue costs | | - | (519) | - | • | (519) |
| Credit to equity for equity settled share-based payment | 34
| - | - |
49 | - | 49 |
| Exercised & forfeited equity-settled share-based payments | 34 | | | (89) | 89 | - |
| Balance at 30 June 2024 | | 467 | 12,672 | 504 | (13,259) | 384 |
504 (13,259)
- 68
; ;
# Consolidated statement of cash flows
For the year ended 30 June 2024
| | | | Year ended |
|--------------------------------------------------------|-------|-----------------------|-----------------------|
| | Notes | 30 June 2024
£'000 | 30 June 2023
£'000 |
| Cash flows from operating activities | | | |
| Cash used in operations | 35 | (2,772) | (4,598) |
| Income taxes received | | | 534 |
| Investment income | | 24 | - |
| Net cash used in operating activities | | (2,284) | (4,064) |
| Investing activities | | | |
| Purchase of intangible assets | 16 | (108) | (53) |
| Purchase of tangible assets | 17 | (14) | (1,975) |
| Net cash used in investing activities | | (122) | (2,028) |
| Financing activities | | | |
| Issue of share capital | 32 | 3,911 | 5 |
| Share issue costs | l | (419) | - |
| Repayment of borrowings | | (22) | (37) |
| Payment of lease liabilities | 26 | (347) | (192) |
| Interest paid | | (81) | (141) |
| Net cash generated from/(used in) financing activities | | 3,042 | (365) |
| Net increase/(decrease) in cash and cash equivalents | | 636 | (6,457) |
| Cash and cash equivalents at beginning of year | | 234 | 6,691 |
| Cash and cash equivalents at end of year | ] | 870 † | 234 |
70
# Notes to the financial statements
For the year ended 30 June 2024
## Company information
registered in England and Wales. The registered office is Windmill House, Innovation Way, York, YO10 5BR.
use by customers in research, diagnostics and therapeutics. The Group has developed a platform technology which is utilised
(b) the requirements within IAS I relating to the presentation of certain comparative information;
1 Accounting policies
disclosure of information when an entity has not applied a new IFRS that has been issued but it not yet effective); and (e) the requirements of IAS 24 'Related Partu Disclosures' to disclose related partu transactions and balances between two or
As permitted by section 408 Companies Act 2006, the Company had not presented its own Statement of Comprehensive Income.
The principal accounting policies adopted are set out below. The accounting policies have been consistently applied to all the
The consolidated financial statements incorporate those of Aptamer Group PLC and all of its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits). The subsidiaries consolidated in these Group accounts were acquired via Group reorganisation and as such merger accounting orinciples have been applied. The financial statements of the Company and its subsidiaries are made up to 30 June 2024.
therapeutic areas of the life sciences.
1.1 Basis of preparation These financial statements have been prepared in accordance with UK adopted International Financial Reporting Standards
financial instruments at fair value The individual Parent Company meets the definition of a qualifying entity under FRS 101 'Reduced Disclosure Framework'. As
permitted by FRS 101, the Company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
(c) the requirements of IAS 7 'Statement of Cash Flows' to present a statement of cash flows;
(a) the requirements of IFRS 7 'Financial Instruments: Disclosure';
(d) paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' (requirement for the
The Company's loss for the period was £3,287,000 (2023: loss of £8,749,000).
These financial statements are prepared in sterling which is the functional currency of the Group and the Company. Monetary amounts in these financial statements are rounded to the nearest £'000. The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain
("IFRS") and International financial Reporting Committee ("IFRC") Interpretations that are applicable to the consolidated financial statements for the year ending 30 June 2024, in conformity with the requirements of the Companies Act 2006.
Aptamer Group PLC ("the Company") is a company limited by shares, domiciled, and incorporated in the United Kingdom and
The Group consists of Aptamer Group PLC and all of its subsidiaries. The Group is a leading provider of Optimer® reagents for by to solve problems for pharmaceutical and bio-technology customers in the bioprocessing, research reagents, diagnostic and
All intra-group transactions, balances and unrealised gains on transactions between Group companies are eliminated on
consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Aptamer Group PLC
more members of a Group.
1.2 Basis of consolidation
periods presented, unless otherwise stated.
The Group has reported a loss after tax for the year ended 30 June 2024 of £3.0 million (year ended 30 June 2023: £7.8 million). The Group had a cash balance of £0.9 million at 30 June 2024 (30 June 2023: £0.2 million).
The Directors have considered the applicability of the going concern basis in the preparation of these financial statements, which includes assessing an internal forecast extending out to June 2026. The Directors consider that this forecast represents a reasonable best estimate of the performance of the Group over the period to June 2026.
In August 2024 the Company completed a fundraise which raised gross proceeds of £2.9 million before expenses. The cash balance at the end of June 2024 was £0.9 million.
We are encouraged by the health of our pipelines, with £0.9 million of revenue visibility so far in the June 2025 financial year and a further £4.3 million of advanced stage sales negotiations.
As a result of Board changes and revisiting some of the operational spend, the fixed cost base has been cut back to circa
In the forecast, full year revenue is anticipated to be higher than was the case in the year to June 2024. Within this forecast, delivery of these expectations would ensure that the resultant positive cashflows together with the current cash balance are
1.3 Going concern
The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
£3 million per annum. Management continue to maintain close control of costs to maximise the cash runway.
sufficient to see the Group through to June 2026.. The Directors have also considered reasonable likely downside scenarios, which includes slower growth in core revenues. Should these downside scenarios materialise, the Group may need to seek additional funding. The Directors have a reasonable expectation that the Group could access further funding, from both dilutive and non-dilutive sources. However, there can be no quarantee that the Group would be able to raise additional funding from an equity fundraise to new and existing investors, nor that the Group will successfully develop assets for licensing within the next 12 months. Based on the above factors the Directors believe that it remains appropriate to grepare the financial statements on a poing concern basis. However, the above factors give rise to a material uncertainty which may cast doubt over the Group's ability to continue as a going concern and to continue realising its assets and discharging its liabilities in the normal course of business.
Research activities
# 1 Accounting policies continued
1.4 Revenue from contracts with customers
obligations in the future; and
the costs are expected to be recovered.
it is technically feasible to complete the intangible asset so that it will be available for use or sale;
it can be demonstrated that the intangible asset will generate probable future economic benefits;
Following performance obligations being satisfied, the constraint of costs incurred is removed and the revenue is recognised by
**Notes to the financial statements** continued For the year ended 30 June 2024
management intends to complete the intangible asset and use or sell it;
the costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy) performance
- the costs relate directly to a contract that the Group can specifically identify;
reference to the contractual value of that performance obligation.
there is ability to use or sell the intangible asset;
used internally, the usefulness of the intangible asset;
discounted to its present value at the transaction date, using a discount rate which reflects customer risk, and the unwinding of this discount is recognised as financial income over the period until the date the consideration is due. Typically, the Group does not enter into transactions whereby revenue is variable or contains non-cash consideration, or is subject to reversals of income. Costs incurred in fulfilling a contract phase, which include internal labour costs and materials, are recognised in the balance sheet until the satisfaction of performance obligations where:
No revenue is recognised in relation to subsequent contract phases until the customer has elected to progress to that phase and the above criteria in relation to satisfaction of performance obligations has been met.
Revenue is measured at the amount of consideration to which the Group expects to receive. If the consideration is receivable
The Group's main source of revenue is fees for research activities carried out under contracts with customers. These contracts can be in propress over accounting period ends and consist of separate phases with fixed attributable income attached to each phase. The contract contains performance obligations set out for each phase. In most cases that customer has a right to proceed
revenue is recognised over time as each performance obligation is satisfied, by reference to the work performed in delivering the performance obligations to the customer. Where consideration is received in advance of the performance obligations being fulfilled, a contract liability is recognised; where performance obligations are fulfilled in advance of an invoice being delivered to the customer, a contract asset is recognised. more than 12 months after the transaction date and the effect of discounting is material, the revenue amount recognised is
or cease the research work at the end of each phase. The Group recognises revenue when it satisfies the performance obligations in respect of each phase of work. As a result,
1.5 Research and development expenditure An intangible asset arising from development (or from the development phase of an internal project) is recognised where the following criteria are met:
there is evidence of existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be
adequate technical, financial and other resources exist to complete the development and to use or sell the intangible asset; and
the expenditure attributable to the intangible asset during its development can be reliably measured. Research expenditure and development expenditure that do not meet the criteria above are written off against profits in the year in which they are incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial
and financial feasibility can be demonstrated. Similarly, any research costs relating to revenue-generating contracts are not capitalised on the grounds that the Group does not retain rights to any intellectual property generated as part of this work. 1.6 Intangible assets
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably.
Aptamer Group PLC
The amortisation period and the amortisation method for intangible assets with a finite useful life is reviewed each financial year end. If the expected useful life of the asset is different from previous estimates, the amortisation period is changed accordingly.
The depreciable amount of an intangible asset with a finite life is allocated on a systematic basis over its useful life. Amortisation begins when the asset is available for use.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other
regairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Depreciation is calculated using the straight-line method to allocate the cost or revalued amounts of the assets, net of their
Leasehold improvements Over the remaining life of the lease\* 6 years on a straight-line basis
\* Amounts are charged on a straight line basis from the date of costs being incurred to the expiry of the lease to which the
improvement attracts. This is typically less than 5 years.
Other property, plant and equipment
residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term as follows: - Fixtures, fittings and equipment 6 years on a straight-line basis
1.7 Property, plant & equipment Property, plant & equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.
Amortisation 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:
Product development and registrations Up to 15 years on a straight-line basis
asset class.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. When revalued assets are sold, it is Group policy to transfer any amounts included in other reserves in respect of those assets to
retained earnings.
1.8 Right-of-use assets
A right-of-use asset is recognised at commencement of the lease and initially measured at the amount of the lease liability, plus any incremental costs of obtaining the lease and any lease payments made at or before the leased asset is available for use by the Group. The right-of-use asset is subsequently measured at cost less accumulated depreciation and any accumulated impairment losses. The depreciation methods applied are as follows:
- Right-of use assets
A number of assets have historically been recognised under lease but where there is a final balloon payment which transfers
unconditional ownership into the Group's name. For these assets they have been depreciated over a longer period in accordance with the depreciation policy for the asset class (as shown in 1.7), and on the end date of the lease have been transferred to that
Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in grofit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value
assets comprise IT equipment and small items of office furniture.
The right-of-use asset is subject to impairment testing and adjusted for any remeasurement of the lease liability and lease
Shorter of the asset's useful life and the lease term on a straight-line basis
modifications. Land and buildings held to earn rental income are classified as investment properties.
Where a right-of-use asset is partially sublet to a third party, but is not separable from the main right-of-use asset, the Group continues to account for this as a right-of-use asset, continuing to depreciate the asset in line across its lease term.
Annual report 2023 73 -
# **Notes to the financial statements** continued
For the year ended 30 June 2024
# 1 Accounting policies continued
# 1.9 Impairment of tangible and intangible assets
At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets on an individual and on a cash-generating unit basis to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if anu). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time-value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carruing amount, the carruing amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the Statement of Comprehensive Income, unless the relevant asset is carried at a revalued amount in which case
the impairment loss is treated as a revaluation decrease. Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would
in which case the reversal of the impairment loss is treated as a revaluation increase. 1.10 Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly
traded and whose fair value cannot otherwise be measured reliablu, which are recognised at cost less impairment until a reliable
have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the income statement, unless the relevant asset is carried at a revalued amount,
impairment losses or reversals of impairment losses are recognised immediately in profit or loss. A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity
measure of fair value becomes available. In the parent Company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any
so as to obtain benefits from its activities.
1.11 Inventories Raw materials, work in progress and finished goods are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Cost includes the reclassification from equity
of any gains or losses on qualifying cash flow hedges relating to purchases of raw materials but excludes borrowing costs.
Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are determined after deducting rebates and discounts. At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its
estimated selling price less costs to complete and sell is recognised as an impairment loss in the income statement. Reversals of impairment losses are also recognised in the income statement.
The Group applies a number of key judgements to its impairment calculations, including - Where inventories are used for research projects, these are fully provided for;
Inventories which have been owned for at least 18 months is fully provided for;
Any opened and partially used packages of inventories with a residual value of less than £1,000 are fully provided for; Any other items which are close to or beyond the expiry date are reviewed by laboratory management staff and considered
whether these can be used, then (where applicable) provided for.
74
Aptamer Group PLC
# 1.12 Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings
enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and
in current liabilities.
1.13 Financial instruments Financial instruments are recognised in the Group's statement of financial position when the Group becomes party to the
contractual provisions of the instrument.
Financial assets and liabilities are offset, and the net amounts presented in the financial statements, when there is a legallu
settle the liability simultaneously.
Financial assets
Financial assets are recognised in the Group's statement of financial position when the Group becomes party to the contractual
those to be measured subsequently at fair value (either through Other comprehensive income (OCI) or through profit or loss); those to be measured at amortised cost.
# provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets. The Group classifies its financial assets in the following measurement categories:
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets
in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (e.g. trade receivables). They are initially recognised at
fair value plus transaction costs directly attributable to their acquisition r issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal or interest.
Debt instruments Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments: Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely
payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are
Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely gauments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or
presented as a separate line item in the statement of profit or loss.
losses, interest income and foreign exchange gains and losses, which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses), and impairment expenses are presented as a separate line item in the statement of profit or loss. Fair value through grofit or loss (FVPL): Assets that do not meet the criteria for amortised cost or FVOCI are measured at net within other gains/(losses) in the period in which it arises.
FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented Impairment of financial assets
An impairment loss is recognised for the expected credit losses on financial assets where there is an increased probability that
amounts expected to be recovered, or both.
the counterparty will be unable to settle an instrument's contractual cashflows on contractual due dates, a reduction in the
Annual report 2024
# **Notes to the financial statements** continued
For the year ended 30 June 2024
# 1 Accounting policies continued
The tax currently payable or receivable is based on taxable profit or loss for the period. Taxable profit differs from net profit as reported in the grofit and loss account because it excludes items of income or expense that are taxable or deductible in other
1.13 Fiancial instruments continued
ugars and it further excludes items that are never taxable or deductible.
transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction
Financial liabilities, including borrowings, trade payables and other payables, are initially measured at fair value net of
Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.
sell the asset in its entirety to an unrelated third party.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to
The grobability of default and expected amounts recoverable are assessed using reasonable, and supportable past and forwardlooking information that is available without undue cost or effort. The expected credit loss on trade receivables is a probability weighted amount determined from grouping the receivables based on days overdue and making assumptions based on historic
Derecognition of financial assets
information to allocate an overall expected credit loss rate for each group.
costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid
not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from
Financial liabilities
equity instruments are recognised as liabilities once they are no longer at the discretion of the Group.
1.15 Taxation The income tax expense or credit represents the sum of the tax currently payable or receivable on the current period's taxable income or loss, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and
**Current** tax
to the tax authorities.
Derecognition of financial liabilities
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs. Dividends payable on
Financial liabilities are derecognised when, and only when, the Group's obligations are discharged, cancelled, or they expire. 1.14 Equity instruments
liabilities attributable to temporary differences and to unused tax losses.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Deferred tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are
initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable grofit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of
investments in foreign operations where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Aptamer Group PLC 76
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority.
## 1.16 Provisions
Provisions for legal claims, service warranties and make good obligations are recognised when the Group has a legal or
constructive present obligation as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by
considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any
one item included in the same class of obligations may be small.
The amount recognised as a provision is the management's best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. The discount rate
used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and
the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. 1.17 Employee benefits
Short-term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected
to be settled wholly within 12 months after the end of the period in which the employees render the related service are
recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to
be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet. Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Retirement benefits
The Group operates a defined contribution pension plan. Payments to the defined contribution pension plan are charged as an
expense as they fall due.
Share-based payments
Share-based compensation benefits are provided to employees via the Aptamer Group EMI Share Option Scheme and
unapproved share options. Information relating to these schemes is set out in note 34.
**Employee options**
The fair value of options granted under the Aptamer Group EMI Share Option Scheme and unapproved share options is
recognised as an employee benefits expense, with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
including any market performance conditions (e.g., the entity's share price);
excluding the impact of any service and non-market performance vesting conditions (e.g., profitability, sales growth targets and remaining an employee of the entity over a specified time period); and including the impact of any non-vesting conditions (e.g., the requirement for employees to save or hold shares for a specific
period of time).
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entitu revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in
profit or loss, with a corresponding adjustment to equity.
1.18 Leases On commencement of a contract which gives the Group the right to use an asset for a period of time in exchange for consideration, the Group recognises a right-of-use asset and a lease liability unless the lease qualifies as a 'short-term' lease (term is 12 months or
less with no option to purchase the lease asset) or a 'low-value' lease (where the underlying asset is £4,000 or less when new).
Initial measurement of the lease liability The lease liability is initially measured at the present value of the lease payments during the lease term, discounted using the interest
rate implicit in the lease, or the incremental borrowing rate if the interest rate implicit in the lease cannot be readily determined.
Annual report 2024
# **Notes to the financial statements** continued
For the year ended 30 June 2024
# 1 Accounting policies continued
## 1.18 Leases continued
To determine the incremental borrowing rate, the Group:
- where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third-party financing was received;
- uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, which does not have recent third-party financing; and
- makes adjustments specific to the lease, e.g. term, country, currency and security.
The lease is the non-cancellable period of the lease plus extension periods that the Group is reasonably certain to exercise and termination periods that the Group is reasonably certain not to exercise.
Lease payments include fixed payments, less any lease incentives receivable, variable lease payments dependent on an index or a rate, amounts expected to be payable by the Group under residual value guarantees and payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. Variable lease payments are initially measured using the index or rate when the leased asset is available for use. The cost of the right-of-use asset also includes any provisions expected to be settled on termination of the lease.
## Subsequent measurement of the lease liability
The lease liability is subsequently increased for a constant periodic rate of interest on the remaining balance of the lease liability and reduced for lease payments.
Interest on the lease liability is recognised in the income statement. Variable lease payments not included in the measurement of the lease liability as they are not dependent on an index or rate are recognised in the income statement in the period in which the event or condition that triggers those payments occurs.
When the lease liability is remeasured due to changes arising from the original terms and conditions of the lease, the corresponding adjustment is reflected in the right-of-use asset, or income statement if the right-of-use asset is already reduced to nil.
1.19 Government grants
A lease modification that was not part of the original terms and conditions of the lease is accounted for as a separate lease or an adjustment to the lease liability depending on the nature of the change.
# does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria is satisfied is recognised as a liability.
the grant conditions will be met, and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that
Research and development expenditure credits Where the Group receives research and development expenditure credits ("RDEC") it accounts for these as government grant income within operating income as it more closely aligns with grant income as opposed to a taxation credit. The income is recognised on a systematic basis over the periods in which the entity recognises expenses for the related costs for which the grants are intended to compensate, under IAS 20 'Accounting for Government Grants and Disclosures'.
As well as receiving RDEC, the Group also receives R&D tax credits on the development expenditure it makes on the commercial projects it undertakes. These taxation credits are considered to reflect enhanced tax relief and as such are shown as a reduction in income tax or an increase in receivables due from HM Revenue & Customs 1.20 Foreign exchange
# Transactions and balances
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency"). The consolidated financial statements are presented in Great British Pounds sterling, which is functional and presentation currency of each of the Group's entities.
Functional and presentation currency
Transactions in currencies other than functional currency 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 in the period are recognised in the income statement.
Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other gains/(losses).
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss, and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognised in other comprehensive income.
## 1.21 Finance costs
Finance costs are expensed in the period in which they are incurred. Interest paid is included under financing activities in the statement of cash flows.
## 1.22 Earnings per share
Basic Earnings per share is calculated by dividing the profit or loss for the year attributable to the ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
Diluted Earnings per share is calculated by dividing the profit or loss for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. Details of the calculations presented under this are given in note 14.
# 2 Adoption of new and revised standards and changes in accounting policies
In the current year, the following new and revised standards and interpretations have been adopted by the group and have an effect on the current period or a prior period or may have an effect on future periods:
IFRS17 Insurance Contracts: Withdrawal of IFRS4 Insurance Contracts
Amendments to IAS 8: Definition of an accounting estimate
- Amendments to IAS 12 'Income Taxes: Deferred tax relating to assets and liabilities arising from a single transaction
- Amendments to IFRS 10 19 and IAS 28: Sale or contribution of assets between an investor and its associate or joint venture
- Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of accounting policies
- Standards which are in issue but not yet effective
- Amendments to IAS 12 'Income Taxes': International tax reform Pillar Two Model Rules
- Amendments to IAS 1'Presentation of Financial Statements': Classification of liabilities as current or non-current
- At the date of authorisation of these financial statements, the following standards and interpretations, which have not uet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK Endorsement Board).
- Amendments to IAS 7 and IFRS 7: Supplier finance arrangements
- IFRS SI 'General Requirements for Disclosure of Sustainability-related Financial Information'
Amendments to IAS 1 'Presentation of Financial Statements': Non-current liabilities with covenants
IFRS 19 'Subsidiaries without public accountability': 1 January 2027
IFRS S2 'Climate-related disclosures': I January 2025 Amendments to IAS 21 to clarify lack of exchangeability: 1 January 2025
— \* IFRS 18 'Presentation and Disclosure in Financial Statements': 1 January 2027
Amendments to IFRS 7 and IFRS 9: Classification and measurement of financial instruments: 1 January 2026.
Effective dates refer to periods commencing on or after this date. The Group's reported financial results are not expected to be materially affected by any standard. However, the presentation and disclosure of its results are expected to be impacted by the adoption of IFRS S1 and IFRS 18 which are both predominantly disclosure-only standards. Given this impacts only disclosures, the Directors do not expect there to be an impact on the reported profits or net assets of the Group from adopting these standards. As these are disclosure-led standards, the Directors have not presented a list of impacts on the financial statements.
Annual report 2024
# **Notes to the financial statements** continued
3 Judgements and key sources of estimation uncertainty
revision and future periods if the revision affects both current and future periods.
liabilities within the next financial year are addressed below.
price that would be attributed to each service.
been fully provided for at 30 June 2024.
commences from the date of grant.
(v) Share-based pauments
(iv) Impairment of non-monetary assets
(ii) Impairment of trade and other receivables
expectations of future events that are believed to be reasonable under the circumstances.
(i) Recognition of revenue from multiple element contracts, and revenue recognition
(iii) Impairment of investments and recoverability of intercompany loans (Company only)
an impairment of the non-monetary assets. Further details are provided in notes 5, 16, 17 and 18.
degreciation, despite the sublet portion otherwise meeting the definition of an investment property.
recognised so far. Details of the key inputs and assumptions are provided in note 34.
In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results
The estimates, judgements, and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the
The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amount of assets and
Management uses judgement in determining the fair value of multiple element contracts in order to appropriately recognise the revenue attributable to each element, which may be based on contractual terms or (for bundled contracts) the standalone selling
For revenues reconised over time, the value of revenue recognised in the period is dependent on an assessment of work to completion.
The Group makes an estimate of the recoverable value of trade and other receivables. When assessing impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience. As at 30 June 2024 the provision for trade receivables impairment amounted to £nil (2023: £nil).
Interests in subsidiary undertakings are reviewed annually to assess whether there is objective evidence to indicate that either the carrying value of interests are impaired or impairments recognised in prior periods require to be reversed. Recoverable value of the subsidiary undertaking is estimated as the higher of value-in-use or fair value less cost of disposal. Fair value is based on net assets and incorporates adjustments to reflect the fair market value. See note 19 for the carrying amount of the investments. Management further utilises judgement when assessing the recoverability of intercompany loans using the expected credit loss method in accordance with the requirements of IFRS 9 'Financial Instruments'. Based on these forecasts, all receivables have
Product development and registration costs are recognised at historical cost and are amortised on a straight-line basis over their useful life, which is tupically up to 15 years. In the case of registration costs where the asset is not in use, amortisation
The Group assesses these assets, and all other non-monetary assets including property, plant and equipment and right-of-use assets, for impairment on an annual basis by comparing the carrying value of the single cash-generating unit ("CGU") with the recoverable amount, the recoverable amount being based on an assessment of the CGU's value-in-use. The Group uses discounted cashflows from the CGU to determine the value-in-use. The Group sensitises these results and determines if there is
Valuation of share-based pauments requires assumptions about the achievement of non-market conditions including staff retention and target achievement and the number of options that will vest. If actual performance is different from these assumptions, costs recorded in future periods will be different from expectations and will include revisions to amounts
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
For the year ended 30 June 2024
may differ from these estimates.
(vi) Sublet assets The Group and Company have sublet part of a right-of-use asset during the year on an operating lease. The portion let is not
separable from the right-of-use asset and therefore the Group has continued to classify this as a right-of-use asset at cost less
80
Aptamer Group PLC
4 Revenue
Group revenue analysed by class of business
The Group represents a single operating segment being research and experimental development of biotechnology.
Group revenue analysed by geographical market
Revenue recognised in the income statement is analysed by geographical market as follows:
| | Year ended
30 June 2024
£'000 | Year ended
30 June 2023
£'000 |
|--------------------------|-------------------------------------|-------------------------------------|
| United Kingdom | 143 | 427 |
| Europe | 14 | 134 |
| United States of America | 593 | 1,026 |
| Rest of the World | 110 | 165 |
| | 860 | 1.752 |
All assets are located in, and services delivered from, the United Kingdom.
An analysis of revenue by customer is set out in the table below:
| | Year ended
30 June 2024
£'000 | Year ended
30 June 2023
£'000 |
|---------------------|-------------------------------------|-------------------------------------|
| Customer A | 271 | - |
| Customer B | 62 | - |
| Customer C | 75 | - |
| Customer D | 101 ( | 400 |
| Customer E | - } | 236 |
| Customer F | - | 216 |
| All other customers | 351 | 900 |
| | 860 \$ | 1,752 |
During the year the Group recognised revenue from performance obligations satisfied during the year. All of the Group's contracts are for the delivery of service within the next 12 months for which the practical expedient in paragraph 121(a) of IFRS 15 applies. The entire revenue of the Group relates to its contracts with customers.
# Notes to the financial statements continued
For the year ended 30 June 2024
# 5 Impairments
During the year the following impairments have been recognised in the Income Statement:
| * | | Year ended
30 June 2024 | Year ended
30 June 2023 |
|---------------------------------------------------|--------|----------------------------|----------------------------|
| | Note J | | |
| Inventories | 21 | - 1 | 181 |
| Total impairment expense charged to cost of sales | 1 | - ( | 181 |
| | Note | Year ended
30 June 2024
£'000 | Year ended
30 June 2023
£'000 |
|----------------------------------------------------------|------|-------------------------------------|-------------------------------------|
| Property, plant and equipment (specific) | 17 | - | 259 |
| Intangible assets (specific) | 16 | - | 80 |
| Impairment of cash-generating unit | ļ | - [ | 2,262 |
| Total impairment expense charged to administrative costs | j | - | 2,601 |
| | Year ended
30 June 2024
£'000 | Year ended
30 june 2023
£'000 |
|---------------------------------------------------------------|-------------------------------------|-------------------------------------|
| Employee remuneration (note 10) | 2,059 | 3,264 |
| Share-based payment expenses | 49 | 84 |
| Amortisation of intangible assets (note 16) | 13 | 44 |
| Impairment of intangible assets (notes 5 & 16) | - | 280 |
| Depreciation of property, plant and equipment (note 17) | 151 | 401 |
| Impairment of property, plant and equipment (notes 5 & 17) | - | 1,609 |
| Depreciation of right-of-use assets (note 18) | 81 | 355 |
| Impairment of right-of-use assets (notes 5 & 18) | - | 712 |
| Research and development expenses (excluding R&D staff costs) | 317 | 474 |
| Raw materials and consumables used | 169 | 1,212 |
| Impairment of inventories charged as cost of sales (note 5) | - ( | - 181 |
Details of the impairment of property, plant and equipment on a specific basis is provided in note 17. As a result of the ongoing trading conditions of the Group as at the previous year end, combined with the well-publicised risks to viability ahead of the fundraise in August 2023, the Directors reviewed the carrying value of the cash-generating unit ("CGU") in light of the condition. As a result, an impairment was recognised across all non-monetary assets of the Group's single CGU, allocated first to specific intangible assets which are not ongoing, and subsequently pro-rated across the carrying value of all relevant assets. An impairment review has been performed in the current year, detailed in note 16, which has concluded that there is no adjustment (either increased impairment, or reversal of impairment) required as at 30 June 2024. 6 Operating loss
All depreciation, amortisation and impairment are included in administrative expenses.
82
Operating loss is stated after charging:
# 7 Other operating income
| . • | Year ended
30 June 2024
£'000 | Year ended
30 June 2023
£'000 |
|-------------------|-------------------------------------|-------------------------------------|
| Government grants | 81 | 3 |
| Rent | 46 | - |
| | 127 | 3 |
3
The Group received funding from government grant schemes and has complied with the conditions of the funding throughout the year.
Rent includes service charge of £22,000. Rent is received from a sublease of a surplus portion of the group's premises. Risk has been managed by requiring a written sublease including normal conditions regarding use and condition of the property.
# 8 Auditors' remuneration
Fees payable to the Group's auditors and associates:
| | Year ended
30 June 2024
£'000 | Year ended
30 June 2023
£'000 |
|------------------------------------------------------------|-------------------------------------|-------------------------------------|
| For audit services | 1 | |
| Audit of the financial statements of the Group and Company | 54 | 72 |
# 9 Alternative Performance Measures
The Directors have used an Alternative Performance Measure ("APM") in the preparation of these financial statements. The consolidated income statement has presented adjusted earnings before interest, tax, depreciation, and amortisation ("Adjusted EBITDA"), which removes non-cash items including depreciation, amortisation, and share-based payments which are not relevant to the underlying cash generation of the business.
The Directors have presented this APM because they feel it most suitably represents the underlying performance and cash generation of the business, and allows comparability between the current and comparative period in light of the changes in the business, and will allow an ongoing trend analysis of this performance based on current plans for the business.
# Notes to the financial statements continued
For the year ended 30 June 2024
Their aggregate remuneration comprised:
Interest on financial liabilities measured at amortised cost
Refer to notes 25 and 26 for more details on the Group's outstanding borrowings and leases.
Bank interest and charges
Other finance costs
Foreign exchange loss
**Total finance costs**
Investment revenue
Bank interest
84
Other interest on financial liabilities
Interest payable on lease liabilities
Aptamer Group PLC
10 Employees The average monthly number of persons (including Directors) employed by the Group and Company during the year was:
£'000 £'000 Administration and support 9 13 Production 21 29 Research and development 3 4 5 Sales 8 38 🕯 54
Group and Company
Group and Company
Year ended
£'000
1
6
7
74
81
Year ended
£'000
24
30 June 2024
30 June 2024
Year ended
Year ended
£'000
2
7
9
125
7
141
Year ended
£'000
30 June 2023
30 June 2023
30 lune 2023
Year ended
30 June 2024
Year ended Year ended 30 lune 2024 30 June 2023 £'000 Wages and salaries 1,812 218 Social security costs 347 29 Other pension costs 39 Short-term staff compensation 2,059 Share-based payment charge 49 2,108 Staff costs charged to income statement 3,348
£'000 2.878 3,264 84
11 Directors' remuneration Information about emoluments paid to Directors, including the highest paid Director, have been included in the Remuneration Committee report shown in the Annual Report. 12 Finance costs and investment income
# 13 Taxation
| d | Year ended
30 June 2024
£'000 | Year ended
30 June 2024
£'000 |
|----------------------------------------------------|-------------------------------------|-------------------------------------|
| Current tax | | |
| UK corporation credit on loss for the current year | (192) | (473) |
| Adjustments in respect of prior periods | 9 | 11 |
| Deferred tax | 1 | |
| Origination and reversal of timing differences | 7 | - |
| Adjustments in respect of prior periods | (7) | - |
| Total tax credit | (183) | (462) |
Year ended 30 June 2024 £'000 (3,141) 5 (785)11 (414)480 406
(2023: 20.5%) Expenses that are not deductible in determining taxable profit Research and development tax relief Surrender of tax losses for R&D tax credit refund Deferred tax asset not recognised Adjustments in respect of prior periods Other adjustments 118 Taxation credit in the financial statements (183)
Loss before taxation Expected tax credit based on the standard rate of corporation tax in the UK of 25% 59 1,347
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard
rate of tax as follows:
Year ended 30 June 2023 243 11 (33)(462)
has not been recognised in respect of these losses. Further details are given in note 28.
The UK corporation tax rate was 19% until 31 March 2023 and 25% thereafter. In the disclosure above a hybrid rate of 20.5% has been used in the prior year to pro-rate this change. Deferred tax balances at the reporting date are measured at 25% (2023: 25%). As at 30 June 2024 the Group had unrelieved tax losses of approximately £11,384,000 (2023: £9,033,000). A deferred tax asset
£2,958,000 Loss for the year £7,836,000 Weighted average number of ordinary shares used as the denominator in calculating the basic/diluted loss per share 415,107,581 69,055,369 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".
14 Earnings per share 2024 2023 Basic loss per share 0.71p 11.35p Diluted loss per share 0.71p 11.350
£'000 (8.298)(1,701)(388)
# **Notes to the financial statements** continued
For the year ended 30 June 2024
## 15 Dividends
No dividends were paid during the current or prior year, and no final dividends are proposed to be declared subsequent to the year end.
# 16 Intangible assets
| | Group | | | Company | | | |
|----------------------------------|---------------------------------------------------|-------------------|----------------|------------------------------------------|-------------------|---------------------------------------|--|
| | Product
development &
registration
£'000 | Software
£'000 | Total
£'000 | Product development & registration £'000 | Software
£'000 | Total
£'000 | |
| Cost | | | | | | · · · · · · · · · · · · · · · · · · · | |
| At 1 July 2022 | 390 | • | 390 | 217 | - | 217 | |
| Additions – internally generated | 53 | - | 53 | 25 | - | 25 | |
| At 30 June 2023 | 443 | | 443 | 242 | - | 242 | |
| Additions – internally generated | 70 | - | 70 | 45 | | 45 | |
| Additions – acquired | - | 38 | 38 | - | 38 | 38 | |
| At 30 June 2024 | 513 | 38 | 551 | 287 | 38 | 325 | |
| Accumulated amortisation | | | | | | | |
| At 1 July 2022 | 49 | - | 49 | 49 | - | 49 | |
| Charge for the period | 44 | - | 44 | 44 | - | 44 | |
| Impairment . | 280 | - | 280 | 110 | - | 110 | |
| At 30 June 2023 | 373 | - | 373 | | - | 203 | |
| Charge for the year | 11 | 2 | 13 | | 2 | 13 | |
| Impairment
| - | - | - |
| - | - |
| At 30 June 2024 | 384 | 2 | 386 | 214 | 2 | | |
| Carrying amount | | | | | | | |
| At 30 June 2024 | 129 | 36 | 165 | 73 | 36 | 109 | |
| At 30 June 2023 | 70 | - | 70 | 39 | - | 39 | |
Development costs capitalised are in relation to the generation of intellectual property and the patenting of such intellectual property, some of which are pending and thus not currently being amortised. As at the year end, £75,000 (2023 - £31,000) of
patents are pending and not yet being amortised.
The Directors prepare forecasts which show the projected growth of the business and use of these assets, which forms a key part of the Group's future strategy. The forecasts include an assessment of the likely commercialisation of the technology based on current demand and anticipated market growth strategies, profiled on a discounted cash flow basis which is further probability weighted for certain sensitivities around key forecasts and the timing of these. This approach is consistent with the review performed in the orevious uear.
As a result of this cashflow forecast, and ongoing trading conditions prevalent at the previous year end, the Directors recognised an impairment at 30 June 2023 as explained in note 5. An impairment review at 30 June 2024 identified no further impairment; this showed that the cashflow forecasts on a cautious basis continue to approximate to the carrying value of the CGU, and were also substantially aligned with the previous year. As a result, no adjustment has been made to the carrying value of the CGU, either in respect of a new impairment or reversing the previous year's impairment charge.
In the prior year, the impairment expense was allocated across all non-monetary assets of the CGU, including property, plant and equipment, and right-of-use assets.
The forecasts used in the previous year were for a specific period of I year, subsequently growing at 25% per annum. In the current year the forecasts include specific growth rates between 0% and 25% annualised, which are factored into the 15 year life on a specific basis. As each project covers a defined term in the event of commercialisation, this has been predicated on a specific basis beyond the 5 year window suggested by IAS 36 on the grounds that this gives a more reliable and risk adjusted expectation than a perpetuity model, and also includes long term growth rates for revenue and costs on a specific basis. More detailed analysis is not provided as to do so may be commercially sensitive.
The key unobservable input to the model was:
A pre-tax discount rate of 32.30% (2023- 34.50%), equating to a post-tax discount rate of 25.30% (2023 - 25.80%).
The main forecasts assumed the going concern status of the Group through anticipated trading following a new fundraising round (as explained in note 39), and its planned use of funds. This fundraise was completed in July and August 2024, which then secured the Group's status as a going concern. As the fundraise successfully completed, management prepared two scenarios addressing successful and unsuccessful completion of the fundraise, which was consistent with the equivalent fundraise and impairment review as at 30 June 2023.
A weighting of 70:30 (2023 – 75:25) in favour of successful completion of the fundraise was applied in calculating the value in use of the CGU. In the current year, as the focus was on projects the successful route was further split into two additional forecasts for timing of these risk-adjusted projects commencing. The forecast for 2024 also reflected the risk to the timing and included a probability weighting of 50% for the original forecast and 50% for an alternative in which all income occurs one year later. If this alternative happens the value in use of the CGU will be reduced to £nil.
The Directors considered sensitivities to revenue and discount rate in the cashflow forecast and the weighting applied between successful and unsuccessful fundraise post period end. If forecasted revenue in the cashflow forecast was reduced by more than 4.8% (2023 - 8%), this would result in a further impairment charge of £734,000 (2023 - £791,000), which would reduce the value in use of the CGU to £nil. If weighting in favour of successful completion of the post period end fundraise was reduced to 52.1:47.9 (2023 - 50:50), this would result in an additional impairment of £734,000 (2023 - £650,000). If the post-tax discount rate was increased by 10% to 35.30% (2023 – 35.80%) then this would result in an additional impairment of £734,000 (2023 - £645,000).
Cashflow projections have been produced for a 15 year period because this is a prudent estimate of the expected product life cycle. No terminal values or perpetuity growth factors have been considered.
The Directors are confident that the value of the CGU as at the date of approval of the financial statements is significantly in excess of the carrying value as at 30 June 2024, as a result of the removal of the uncertainty relating to the 2024 fundraising event. However this value has not been quantified, and cannot be utilised for the purpose of impairment testing as at 30 June 2024 under the requirements of IAS 36.
Further, the Directors are confident that the carrying value of the CGU has the potential to be significantly in excess of that projects are closed positively then the forecasts present an outcome significantly in excess of the carrying value of the CGU.
recognised as probabilities used for each project are considered cautious. If any uncertainties around the timing and completion of
# Notes to the financial statements continued
For the year ended 30 June 2024
# 17 Property, plant and equipment
| | Leasehold | Other property,
plant and | Fixtures,
fittings and | |
|--------------------------|-------------|------------------------------|---------------------------|-------|
| | improvement | equipment | equipment | Total |
| Group | £′000 | £′000 | £'000 | £'000 |
| Cost | | | | |
| At 1 July 2022 | - | 908 | 40 | 948 |
| Additions | 1,603 | 363 | 9 | 1,975 |
| Disposals | - | (31) | (5) | (36) |
| Transfers | • | 217 | - | . 217 |
| At 30 June 2023 | 1;603 | 1,457 | 44 | 3,104 |
| Additions | . 4 | 8 | 2 | 14 |
| Disposals
| - | - |
(10) | (10) |
| At 30 June 2024 | 1,607 | 1,465 | 36 | 3,108 |
| Accumulated depreciation | | | | |
| At 1 July 2022 | - | 444 | 21 | 465 |
| Charge for the year | 270 | 126 | 5 | 401 |
| Disposals | - | (31) | (5) | (36) |
| Impairment | 988 | 604 | 17 | 1,609 |
| Transfers | - | 104 | - | 104 |
| At 30 June 2023 | 1,258 | 1,247 | 38 | 2,543 |
| Charge for the year | 99 | 52 | - | 151 |
| Disposals
| - | - |
(10) | (10) |
| Impairment
| - | - |
• | - [ |
| Transfers | _ | - | - | - |
| At 30 June 2024 | 1,357 | 1,299 | 28 | 2,684 |
| Carrying amount | | | | |
| At 30 June 2024 | 250 | 166 | 8 | 424 |
| At 30 June 2023 | 345 | 210 | 6 | 561 |
Transfers represent a reclassification from right-of-use assets where the underlying lease has completed, with the assets being
fully utilised.
purchased and having remaining useful life. The impairment reflects one floor of the Group's head office, where ongoing trading conditions mean that the space is not being
| | Leasehold
improvement | Other property,
plant and
equipment | Fixtures,
fittings and
equipment | Total |
|--------------------------|--------------------------|-------------------------------------------|----------------------------------------|-------|
| Company | £'000 | £'000 | £'000 | £'000 |
| Cost | | | | |
| At 1 July 2022 | - | 363 | | 391 |
| Additions | 1,603 | 254 | 9 | 1,866 |
| Disposals | - | - | - | - |
| At 30 June 2023 | 1,603 | 617 | 37 | 2,257 |
| Additions | 4 | • | • | 4 |
| Disposals | - | - | - | - |
| At 30 June 2024 | 1,607 | 617 | 37 | 2,261 |
| Accumulated depreciation | | | | |
| At 1 July 2022 | - | 136 | | 146 |
| Charge for the period | 270 | 65 | | 339 |
| Disposals
| - | - |
| - |
| Impairment | 988 | 308 | | 1,313 |
| At 30 June 2023 | 1,258 | 509 | 31 | 1,798 |
| Charge for the year | 99 | 24 | - | 123 |
| Disposals
| - | - | - |
• |
| Impairment
| - | - | - |
|
| At 30 June 2024 | 1,357 | 533 | 31 | 1,921 |
| Carrying amount | | | | |
| At 30 June 2024 | 250 | 84 | 6 | 340 |
| At 30 June 2023 | 345 | 108 | 6 | 459 |
# Notes to the financial statements continued
For the year ended 30 June 2024
# 18 Right-of-use assets
| _ | | Group | | | Companu | |
|--------------------------|--------------------|--------------------|----------------|-----------------------------------------|--------------------|----------------|
| • | | Plant and | | | Plant and | |
| | Buildings
£'000 | machinery
£'000 | Total
£'000 | Buildings
£'000 | machinery
£'000 | Total
£'000 |
| Cost | | | | | | |
| At 1 July 2022 | | 427 | 1,652 | 1,225 | 210 | 1,435 |
| Transfers | | (217) | (217) | - | - | - |
| At 30 June 2023 | 1,225 | 210 | 1,435 | 1,225 | 210 | 1,435 |
| Additions | - | 108 | 108 | - | 108 | 108 |
| Disposals | | | (212) | (212) | - | (212) |
| At 30 June 2024 | 1,013 | 318 | 1,331 | 1,013 | 318 | 1,331 |
| Accumulated depreciation | | | | | | |
| At 1 July 2022 | 231 | 81 | | 231 | 12 | 243 |
| Charge for the year | 217 | 138 | | 217 | 103 | 320 |
| Transfers | - | (104) | | - | - | - |
| Impairments | 641 | 7 1 | | 641 | 7 1 | 712 |
| At 30 June 2023 | 1,089 | 186 | | 1,089 | 186 | 1,275 |
| Charge for the year | 42 | 39 | | 42 | 39 | 81 |
| Disposals | (212) | - | (212) | (212) | - | (212) |
| At 30 June 2024 | 919 | 225 | 1,144 | 919 | 225 | 1,144 |
| | | | | | | |
| Carrying amount | | | | *************************************** | | |
| At 30 June 2024 | 94 | 93 | | 94 | 93 | 187 |
| At 30 June 2023 | 136 | 24 | 160 | 136 | 24 | 160 |
Transfers in the previous year represent a reclassification to property, plant and equipment where the underlying lease has completed, with the assets being purchased and having remaining useful life.
Included within Buildings is property formerly used by the Group but now sublet to a third party. The sublease is an operating lease and covers part of the remaining period to which the Group is entitled to use the property under the headlease. Details of rent receivable during the current period are provided in note 7.
90
Aptamer Group PLC
# 19 Investments
3
Company Investments other than loans Investment in subsidiaries £'000 Cost At 1 July 2023 418 Transfers At 30 June 2024 418 **Provision for impairment** 215 At 1 July 2023 Transfers Charge in the year At 30 June 2024 215
# Details of the subsidiaries can be found in note 20. The Directors believe that the carrying value of investments is supported by their underlying assets. 20 Subsidiaries Details of the Company's subsidiaries at 30 June 2024 are as follows:
### % Nature of Class of Held Name of undertaking Registered office business shares held direct **Aptamer Solutions Limited** Windmill House, Innovation Way, Research and Ordinaru 100 York, YO10 5BR development 100 Aptamer Therapeutics Limited Windmill House, Innovation Way, Non-trading Ordinary York, YO10 5BR **Aptamer Diagnostics Limited** Windmill House, Innovation Way, Non-trading Ordinary 100 York, YO10 5BR Aptasort Limited (non-trading)) Windmill House, Innovation Way, Dormant Ordinaru 100 York, YO10 5BR
Each trading entity is a trading division of the Group and offers commercial services to customers
Group Company
21 Inventories
2024 2023 2024 2023 £'000 £'000 £'000 £'000 119 204 Raw materials and consumables
Inventories are stated after provision for impairment of £181,000 (2023: £181,000).
Details of amounts charged to the Income Statement are provided in note 6. Inventories are charged to cost of sales when
materials are consumed or contractual commitments are complete.
Annual report 2024
91 -
# Notes to the financial statements continued
For the year ended 30 June 2024
22 Trade and other receivables
| | Group | | Company | |
|-----------------------------------------------|---------------|---------------|---------------|---------------|
| · | 2024
£'000 | 2023
£′000 | 2024
£'000 | 2023
£'000 |
| Amounts falling due within one year: | | | | |
| Trade receivables | 110 | 356 | 110 | 328 |
| Allowance for expected credit losses
| - | - | - |
|
| Trade receivables – net | 110 | 356 | 110 | 328 |
| Other receivables | 66 | 145 | 37 | 115 |
| Accrued income | | - | 101 | - |
| Prepayments | 162 | 177 | 156 | 172 |
| | 439 | 678 | 404 | 615 |
| Amounts falling due after more than one year: | | | · | |
| Other receivables | 373 | 373 | 373 | 373 |
| | 373 | 373 | 373 | 373 |
| | 2024 | 2023 | 2024 | 2023 |
|-----------------------------------------------|---------|-------|-------|-------|
| | £'000 ( | £'000 | £'000 | £'000 |
| Amounts falling due within one year: | | } | ſ | |
| Trade receivables | 110 | 356 | 110 | 328 |
| Allowance for expected credit losses
| - | - | - |
_ |
| Trade receivables – net | 110 | 356 | 110 { | 328 |
| Other receivables | 66 | . 145 | 37 | 115 |
| Accrued income | 101 | - | 101 | - |
| Prepayments | 162 | 177 | 156 | 172 |
| | 439 | 678 | 404 | 615 |
| Amounts falling due after more than one year: | | | | |
| Other receivables | 373 | 373 | 373 | 373 |
| | 373 | 373 | 373 | 373 |
| | £'000 \ | £'000 | £'000 | £'000 |
|-----------------------------------------------|---------|-------|-------|-------|
| Amounts falling due within one year: | | | | |
| Trade receivables | 110 | 356 | 110 | 328 |
| Allowance for expected credit losses | - | - | - | - |
| Trade receivables – net | 110 | 356 | 110 | 328 |
| Other receivables | 66 | . 145 | 37 | 115 |
| Accrued income | 101 | - | 101 | - |
| Prepayments | 162 | 177 | | 172 |
| | 439 | 678 | 404 | 615 |
| Amounts falling due after more than one year: | | | • | |
| Other receivables | 373 | 373 | 373 | 373 |
| | 373 | 373 | 373 | 373 |
Year ended 30 lune 2024 £'000 ( £'000
The Group's trade receivables have been reviewed for expected credit losses. Allowances have been made at the year end amounting to Enil (2023 - Enil), with movements on the allowances for doubtful debts as follows: Year ended 30 lune 2023
(56)
56
331
(275)56 Less than 3 3 to 6 More than 6 Current months months months Total
Release of irrecoverable debts Balance at 30 June 2024 The expected credit loss provision fully relates to accrued income, which is included within 'other receivables' in the above table. The calculation of expected credit losses for trade receivables at 30 June 2024 was determined as follows:
Balance at 1 July 2023 Allowance for doubtful debts and accrued income
Expected credit loss rate 0.25% 0.5% 1.0% 100.0%
Gross carrying amount of trade receivables (£'000) 90 20 110 Gross carrying amount of accrued income (£'000) (\*) 70 85 15 Expected credit loss (£'000)
$^\ast$ This is stated net of £16,000 of government grants which are included within accrued income, but excluded from the calculation of expected credit losses as non-commercial in nature.
The calculation of expected credit losses for trade receivables at 30 June 2023 was determined as follows:
Aptamer Group PLC
- 92
current or comparative reporting period end date.
Less than 3 More than 6 3 to 6 Current months months months Total 0.5% 100.0% Expected credit loss rate 0.25% 1.0% 356 Gross carruing amount of trade receivables (£'000) 324 32 Gross carrying amount of accrued income (£'000) 56 56 56 Expected credit loss (£'000) \_ 57
322 463 452 656 56 85 56 85 79 8 7 8 621 304 463 275 451 136 117 129 111 1,027 1,329 1,410 1,118
Other taxation and social security Other payables Amounts owed to group undertakings Accruals Deferred income The carrying amount of these liabilities approximates to their fair value. Deferred income relates to amounts outstanding under
£'000 £'000 £'000 £'000 Trade payables
existing customer contracts where the delivery of service has not been completed at the reporting date.
On the grounds that the above calculation is trivial, no expected credit loss has been provided against trade receivables for at the 23 Current trade and other payables Company Group 2024 2023 2024 2023
Group Company 2024 2023 2024 £'000 £'000 £'000 Deferred income 3 7 3 3 7 3 Deferred income represents government grants where amounts to which the Group has an unconditional right are being
recognised over a period of time related to an underlying asset.
24 Non-current trade and other payables 2023 £'000 7
# Notes to the financial statements continued
For the year ended 30 June 2024
# 25 Borrowings
The contractual terms of the Group's interest-bearing loans and borrowings are as follows:
Current Other loans 38 50 38 50 38 38 50 50 Non-current Other loans 9 19 9 19 9 1 19 9 19 Security of borrowings Other loans represents a bounce-back loan of £19,000 (2023 - £29,000) which is repayable in fixed instalments until 2026. The loan is not secured. It also represents £28,000 (2023 - £40,000) of financing which is secured against assets which have been
Group Company 2024 2023 2024 2023 £'000 £'000 £'000 £'000
acquired and subsequently had funding raised against them. All interest rates payable are on an arm's length basis.
26 Lease liabilities 2024 2023 £′000 Group and parent company £'000 Maturity analysis - contractual undiscounted cash flows Within one year 271 334 Years two to five inclusive 595 828 After five years Total undiscounted lease liabilities 866
(96)
1,162 (153) 1,009 *77*0 745 555 215 264 770 1,009
Future finance charges Discounted lease liabilities Consisting of: Non-current Current Total discounted lease liabilities Amounts of right-of-use assets recognised and the movements during the year are disclosed in note 18.
The total cash outflow for leases during the year was £421,000 (2023: £193,000).
Aptamer Group PLC
- 94
# 27 Provisions for liabilities
| Group and parent company | | 2024
£'000 | 2023
£'000 |
|--------------------------|---|---------------|---------------|
| Dilapidations | T | 35 | 35 |
| | | 35 | |
| | , ———————————————————————————————————— | | | |
|--------------------------|----------------------------------------|-------|--|--|
| | 2024 | 2023 | | |
| Group and parent company | £'000 } | £′000 | | |
| Dilapidations | | | | |
| At 1 July | 35 | 35 | | |
| Additional provisions | - } | - | | |
| At 30 June | 35 | 35 | | |
Deferred tax liability/(asset) at 1 July 2023 as restated Deferred tax movement in the year Charge/(credit) to profit or loss Change in tax rates Deferred tax liability/(asset) at 30 June 2024
Deferred tax liability/(asset) at 1 July 2023
Revision required by amendment to IAS12
as previously reported
| Group and parent company | 2024
£'000 | 2023
£′000 |
|--------------------------|---------------|---------------|
| Dilapidations | 35 | 35 |
| | 35 | |
| | | 35 | 35 |
|--------------------------|--|---------------|---------------|
| Dilapidations | | 35 | 35 |
| Group and parent company | | 2024
£'000 | 2023
£'000 |
Change in tax rates
Revision required by amendment to IAS 12
of timing of taxable profits.
Annual report 2024
6 (6)212
ACA's Tax losses £'000 £'000
recognised by the Group and movements thereon during the current reporting period:
218
1
A provision was made in a prior period by the Directors to cover the expected contractual commitments on termination of the licence agreement to occupy the premises where the Group is based. 28 Deferred tax liabilities No deferred tax balances were recognised in the prior year. The following are the major deferred tax liabilities and assets
Movements on provisions:
Lease liabilities
£'000
(252)
(252)
60
Short term £'000
(11)
Lease
assets
£'000
40
40
37
(6) ~
(87)
219 (93) 77 (192)(11) Lease Lease liabilities ACA's Tax losses assets £'000 £'000 £'000 £'000 Deferred tax liability/(asset) at 1 July 2022 as previously reported (18)335 (317)335 (317)Deferred tax liability/(asset) at 1 July 2022 as restated Deferred tax movement in the year Charge/(credit) to profit or loss 236 (6)(295)65 Deferred tax liability/(asset) at 30 June 2023 218 (6)40 (252) As at 30 June 2024, the Group had unrecognised tax losses of approximately £11,384,000 (2023: £9,033,000). A deferred tax asset of £2,846,000 at 25% (2023: £2,258,000 at 25%) has not been recognised in respect of these losses due to uncertainty
# **Notes to the financial statements** continued
options. The most significant financial risks to which the Group is exposed are described below.
For the year ended 30 June 2024
# 29 Cash and cash equivalents
30 Financial risk management
regularly reviewed and cover alternative income scenarios.
Liquidity risk
Bank loans
Leases
Year ended 30 June 2024
Trade and other payables
Total financial liabilities
Year ended 30 June 2024
Accrued income
Total financial assets
Year ended 30 June 2023
Trade and other payables
Total financial liabilities
Cash
Trade and other receivables
| | Group | | Company | |
|---------------------------|-------|-------|---------|-------|
| | 2024 | 2023 | 2024 | 2023 |
| | £'000 | £'000 | £'000 | £'000 |
| Cash and cash equivalents | 870 | 234 | 841 | · 46 |
| | Group | | Lompany | |
|---------------------------|-------|-------|---------|-------|
| | 2024 | 2023 | 2024 | 2023 |
| | £'000 | £′000 | £'000 | £'000 |
| Cash and cash equivalents | 870 | 234 | 841 | • 46 |
| | 2024 | 2023 | 2024 | 2023 |
|---------------------------|-------|-------|-------|-------|
| | £'000 | £'000 | £'000 | £'000 |
| Cash and cash equivalents | 870 | 234 | 841 | • 46 |
The Group's financial instruments comprise cash, receivables and payables held at amortised cost that arise from its operations. The Group is exposed to financial risks on these financial instruments. The Group's risk management is coordinated by its Directors who focus actively on securing the Group's short to medium term cash flows through regular reviews of the operating activities of the business. The Group does not actively engage in the trading of financial assets for speculative purposes, nor does it write
Management control and monitor the Group's cash flow on a regular basis, including forecasting future cash flows, available bank and other credit facilities in comparison to the Group's outstanding commitments on a regular basis to ensure that the Group has sufficient funds to meet the obligations of the Group as they fall due. Having regard to the visibility of sales, the cash forecasts are
3-12 months
3-12 months
3-12 months
£'000s
38
303
341
£'000s
£'000s
8
184
192
1-2 years
£'000
9
345
354
1-2 years
1-2 years
£'000
19
311
330
£'000
2-5 years
£'000s
250
250
2-5 uears
2-5 years
£'000s
517
517
£'000s
Total
835
47
866
1,748
Total
549
101
870
1,520
Total
1,177
1,162
2,409
70
£'000
£'000
£'000
The undiscounted contractual maturity of the Group's financial liabilities at the end of the reporting period was as follows:
Within 3 months
£'000
835
30
87
The undiscounted contractual maturity analysis of the Group's financial assets at the end of the reporting period was as follows:
952
Within 3 months
£'000
549
101
870
The undiscounted contractual maturity of the Group's financial liabilities at the end of the reporting period was as follows:
1,520
Within 3 months
£'000
1,177
13
31
1,221
Loans
Leases
The undiscounted contractual maturity analysis of the Group's financial assets at the end of the reporting period was as follows:
| - | Gro | Group | | Company | |
|---------------------------|---------------|---------------|---------------|---------------|--|
| | 2024
£'000 | 2023
£'000 | 2024
£'000 | 2023
£'000 | |
| Cash and cash equivalents | 870 | 234 | 841 | • 46 | |
| Total financial assets | 590 | - | • | - | 590 |
|-----------------------------|-----------------------------|-----------------------|--------------------|---------------------|----------------|
| Cash | 234
| - | - | - |
234 |
| Accrued income * | - | - | - | - | - |
| Trade and other receivables | 356
| - | - | - |
356 |
| Year ended 30 June 2023 | Within 3
months
£'000 | 3-12 months
£'000s | 1-2 years
£'000 | 2-5 years
£'000s | Total
£'000 |
| Cash | 234 | - | • | - | 234 |
|--------------------------------------------------------------|-------------------------------|----------------------|-------------------|------------------|----------|
| Total financial assets | 590 | - | | - | 590 |
| Stated after provision for expected cr | edit loss. | | | | |
| nterest rate risk
The Group adopts a policy of ensuring t | hat there is an annronriate m | nix of fixed and flo | nation rates in o | nananino its exn | osure to |
| hanges in interest rates on borrowings | | | | | |
| Total financial assets | 590 | - | · • | - | 590 |
|-----------------------------|-----------------------------|-----------------------|--------------------|---------------------|----------------|
| Cash | 234
| - | - |
- | 234 |
| Accrued income * | - | - | - | - | - |
| Trade and other receivables | 356 |
| - | - |
356 |
| Year ended 30 June 2023 | Within 3
months
£'000 | 3-12 months
£'000s | 1-2 years
£'000 | 2-5 years
£'000s | Total
£'000 |
environment. The Group has no issues with the impairment of debts at the reporting date. The historic trading activity and the collection of balances due from customers does not indicate that impairment risk will be significant in the future.
# All financial liabilities are measured at amortised cost.
| Total financial assets | 590 | | | - | 590 |
|-----------------------------|-----------------------------|-----------------------|--------------------|---------------------|----------------|
| Cash | 234 | _ | • | - | 234 |
| Accrued income * | - | • | - | - | - |
| Trade and other receivables | 356 | •
| - | - |
356 |
| Year ended 30 June 2023 | Within 3
months
£'000 | 3-12 months
£'000s | 1-2 years
£'000 | 2-5 years
£'000s | Total
£'000 |
Financial liabilities measured at amortised cost
| Cash Total financial assets | 234
590 | - | -
- | - | 234 |
|-----------------------------------------------|-----------------------------|-----------------------|--------------------|---------------------|----------------|
| Trade and other receivables Accrued income * | 356
| - | - | - |
356 |
| Year ended 30 June 2023 | Within 3
months
£'000 | 3-12 months
£'000s | 1-2 years
£'000 | 2-5 years
£'000s | Total
£'000 |
Th ch
Cash
Bank loans
In
Trade and other payables
Management regularly reviews the Group's interest rate risk position and considers the requirement for any hedging instruments to
Credit risk
Cash and cash equivalents
Interest-bearing loans and borrowings
The Group is exposed in its trading operations to the risk of changes in foreign currency exchange rates and during the period the fluctuation in exchange rates has had an impact on reported results. As at 30 June 2024, the Group does not have any financial assets or liabilities denominated in a currency other than Pound Sterling, so is not exposure to any foreign currency risks at that date.
Foreign currency risk The main currencies in which the Group trades are the Pound Sterling and the US Dollar.
Financial assets measured at amortised cost
mitigate risk as part of this regular monitoring. There were no such hedging instruments in place at the year-end (2023: none). The carrying amount of financial assets / (liabilities) which expose the Group to cash flow interest rate risk are as follows:
Trade and other receivables 634 870 1,504 835
234 964 1,301 817 1,232
£'000 730
Year ended 30 June 2023
1,652
(19)
851
Year ended 30 June 2024 £'000 870
Credit risk predominantly arises from trade receivables and cash and cash equivalents. Credit risk attributable to trade receivables is managed by monitoring the aggregate amount and duration of exposure to any one customer depending upon their credit rating. The amounts presented in the Consolidated Statement of Financial Position are net of allowances for doubtful debts, estimated by the Group's management based on prior experience and their assessment of the current economic
> Year ended 30 June 2024 £'000
2,533
Year ended
£'000
234
(29)
205
30 June 2023
For the year ended 30 June 2024
Capital risk management
30 Financial risk management continued
(comprising issued share capital, reserves and retained earnings).
of capital and risks associated with each class of capital.
Effective interest rates and maturity analysis
98
# Notes to the financial statements continued
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders. The Group can implement a range of measures to alter the capital
The capital structure of the Group consists of net debt (borrowing offset by cash and bank balances, see note 25) and equity
The Directors of the Group review the capital structure on an ongoing basis. As part of this review the Directors consider the cost
Total
870
Total
234 1,009
70
845
from those of the Group in an independently administered fund. Contributions totalling £6,899 (2023: £7,846) were payable to
£'000
£'000
One year
or less
£'000
One year
or less
£'000
264
51
315
870
1-2 years
£'000
313
322
1-2 years
£'000
290
309
19
9
2-5 years
£'000
242
242
2-5 years
£'000
455
455
2024
£'000
2024 £'000
467
467
29
More than
More than 5 years
£'000
2023
£'000
2023
£'000
69
69
39
5 years
£'000
structure including altering the dividends paid to shareholders and arranging appropriate banking facilities.
770 215 Right-of-use lease liabilities 8.0 Other loans 2.5 47 38 817 253
Effective
Effective
%
0.0
8.0
2.5
interest rate
% 0.0
interest rate
31 Retirement benefit schemes Defined contribution schemes
30 June 2024
30 June 2023
Other loans
Cash and cash equivalents
Cash and cash equivalents
Right-of-use lease liabilities
Charge to income statement in respect of defined contribution schemes A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately
Du
| Ordinary share capital |
|---------------------------------------------------------------|
| Issued and fully paid |
| 467,343,673 (2023: 69,091,717) Ordinary shares of £0.001 each |
| Ouring July 2023 and August 2023, 370 million shares were issued at 1 pence per share. In September 2023 a further 28.3 nillion shares were issued at 1.1 pence per share. New share capital was issued after the year end, as disclosed in note 39 | |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
| | |
| iring July 2023 and August 2023, |
|-------------------------------------|
| llion shares were issued at 1.1 per |
| |
the fund at the balance sheet date.
32 Issued share capital
Αp
| tamer | Group | Ρl |
|-------|-------|----|
| | | |
## Retained earnings
Share-based payments reserve
Group reorganisation reserve
34 Share-based payments
Effective date of grant
Granted on 1 April 2015 (executive share option scheme)
Granted on 1 April 2016 (executive share option scheme)
Granted on 1 April 2017 (executive share option scheme)
Cumulative profit and loss net of distribution to owners.
33 Reserves
Share premium
Granted on 1 April 2018 (executive share option scheme) 21 November 2030 0.1554 138.000 21 November 2030 0.1554 96,200 Granted on 1 April 2019 (executive share option scheme) 0.1554 44,000 Granted on 1 April 2020 (executive share option scheme) 29 June 2031 Granted on 1 February 2021 (executive share option scheme) 29 June 2031 0.1554 182,600 Granted on 31 July 2019 (EMI share option scheme) 31 July 2029 0.1554 120,802 Granted on 30 June 2021 (EMI share option scheme) 29 June 2031 0.1554 451,400 Granted on 16 December 2021 (EMI share option scheme) 15 December 2031 0.6350 128,600 Granted on 9 October 2023 (EMI share option scheme) 9 October 2033 0.0100
Expiry date
21 November 2030
21 November 2030
21 November 2030
The Group operates an executive unapproved share option scheme and an EMI employee share option scheme. The movement on share options issued was as follows: Exercise price Options At 30 June 2022 2,958,410 Exercised in the period (unapproved share scheme) 0.0768 (69,123)Forfeited and lapsed in the period (EMI share option scheme) 0.0768 (8,875)Forfeited and lapsed in the period (EMI share option scheme) 0.1554 (70,200)Forfeited and lapsed in the period (EMI share option scheme) 0.6350 (148,000)At 30 lune 2023 2,662,212 0.0768 (32,600)Forfeited and lapsed in the period (EMI share option scheme) Forfeited and lapsed in the period (EMI share option scheme) 0.1554 (766,400) Forfeited and lapsed in the period (executive share option scheme) 1.1700 (256,410) Forfeited and lapsed in the period (EMI share option scheme) 0.6350 (6,600)Granted in period (EMI share option scheme) 0.0100 116,835,918 0.0100 Forfeited and lapsed in the period (EMI share option scheme) (2,630,349)At 30 June 2024 115,805,771 Share options outstanding at 30 June 2024 were: Exercise price
Cumulative excess over nominal value of consideration received, net of directly attributable issue costs, for shares issued.
Used to recognise the grant date fair value of options issued to employees but not exercised.
Difference between the consideration given and the net assets of acquired entities at the date of acquisition.
0.0768
0.0768
0.0768
Options
118,600
118,200
201,800
# **Notes to the financial statements continued**
For the year ended 30 June 2024
# 34 Share-based pauments continued
The movement in options over ordinary shares of the Parent Company in the year were as follows:
2,662,212 0.260 Granted in year 0.010 116,835,918 Forfeited in the year 0.011 (2,758,554)Lapsed in the year (933,805)0.295 Outstanding at 30 June 2024 115,805,771 0.012 Exercisable at 30 June 2024 1,600,202 0.172
Number of share options
Weighted
2024 average exercise
These have been valued by an independent valuation specialist using a Monte-Carlo simulation, which takes into account only targets for each financial year. The inputs used in assessing the value of the Award were as follows:
Number price Outstanding at 1 July 2023
New share options were granted ("the Award") as shown in the table above, which are all equity-settled share based payments. Grant date – 9 October 2023 Vesting period – up to 10 years (price targets can be achieved at any time in this period) Volatilitu - 118.6%
Dividend yield - 0% Risk-free rate - 5.0% Exercise price - £0.01/share
£1.088m to £0.66m. is split into five tranches:
the share price hurdles necessary to achieve a payoff at each date. There are additional non-market conditions, which are revenue
Notably, volatility is a significant input to the model and is unusually high. The value used is the observable volatility of the Group's share price, as priced on the Alternative Investment Market, from its flotation date to the grant date. Given the recent challenges and changes detailed in note 39, it is expected that similar volatility may be experienced in the short to medium term as the Group continues to grow and commercialise its products. Based on benchmarking of similar quoted companies, other similar companies have a volatility around 60%; if this was used instead then the fair value of the Award would fall from
The Award is expensed over the period in which entitlement to the Award is established through the non-market conditions. This Tranche 1 – total fair value £184,000. Entitlement is determined via revenue targets in the year ended 30 June 2024. These targets
The expense recognised reflects the Directors' best assessment (as at the year end) of the likelihood of achieving revenue conditions in FY25 and FY26, as well as an estimate of the level of staff retention at those dates. Should targets be missed in those years, the amount charged to the P&L this year would be credited back to the P&L, however should targets be met then an
additional charge would need to be recognised in future years in respect of the current year's entitlement. The total expense recognised in the income statement from equity-settled share-based payments is disclosed in note 6.
Tranches 3 – 5 – total fair value £628,000. Entitlement is determined via revenue targets in the year ended 30 June 2026 ("FY26").
100 Aptamer Group PLC
have been missed, therefore no expense is recognised to the P&L, and this portion of the Award is permanently foregone. Tranche 2 – total fair value £276,000. Entitlement is determined via revenue targets in the year ended 30 June 2025 ("FY25").
On 15 December 2021, the Company granted to SPARK a warrant to subscribe for up to 689,417 Ordinary Shares (representing
1% of the Enlarged Share Capital) at the Placing Price. The exercise period commences on Admission and ends on the third anniversary of Admission.
# 35 Cash used in operations
| 22 casu asea in aherarians | | |
|--------------------------------------------------|---------|---------|
| | 2024 | 2023 |
| | £,000 f | £'000 |
| Loss for the year after tax | (2,958) | (7,836) |
| Adjustments for: | | |
| Taxation | (183) | (461) |
| Finance costs | 81 | 141 |
| Investment revenue | (24) | - |
| Amortisation and impairment of intangible assets | 13 | 324 |
| Depreciation and impairment of tangible assets | 232 | 3,077 |
| Equity-settled share-based payment expense | 49 | 84 |
| | (2,790) | (4,672) |
| Movements in working capital: | | |
| Decrease in inventory | 85 | 216 |
| Decrease in debtors | 239 | 648 |
| Decrease in creditors | (306) | (790) |
| Cash used in operations | (2,772) | (4,598) |
| | Other non-cash | |
|-------------------------------------------------------------|----------------|---------|
| 36 Changes in liabilities arising from financing activities | 5 | |
| Cash used in operations | (2,772) | (4,598) |
| Decrease in creditors | (306) | (790) |
| Decrease in debtors | 239 | 648 |
| Decrease in inventory | 85 | 216 |
| Movements in working capital: | | |
| | (2,790) | (4,672) |
| Equity-settled share-based payment expense | 49 | |
| Depreciation and impairment of tangible assets | 232 | |
| Amortisation and impairment of intangible assets | 13 | 324 |
| Investment revenue | (24) | - |
| | £'000 | £'000 |
|--------------------------------------------------|---------|---------|
| Loss for the year after tax | (2,958) | (7,836) |
| Adjustments for: | | |
| Taxation | (183) | (461) |
| Finance costs | 81 | 141 |
| Investment revenue | (24) | - |
| Amortisation and impairment of intangible assets | 13 | 324 |
| Depreciation and impairment of tangible assets | 232 | 3,077 |
| Equity-settled share-based payment expense | 49 | 84 |
| | (2,790) | (4,672 |
| Movements in working capital: | | |
| Decrease in inventory | 85 | 216 |
| Decrease in debtors | 239 | 648 |
| Decrease in creditors | (306) | (790) |
| Cash used in operations | (2,772) | (4,598 |
| Movements in working capit | tal: | | I | ĺ | |
|----------------------------|----------------------|-----------------|------------|----------------|--------------|
| Decrease in inventory | | | 1 | 85 | 216 |
| Decrease in debtors | | | ļ | 239 | 648 |
| Decrease in creditors | | | İ | (306) | (790 |
| Cash used in operations | | | | (2,772) | (4,598 |
| 36 Changes in liabiliti | les arising from fin | ancing activiti | es | | |
| | - | | | Other non-cash | |
| | 1 July 2023 | Cash flows | New leases | changes | 30 June 2024 |
| | £'000 ( | £′000 | £'000 | £'000 | |
| Loans | 69 | (22)
| - | - |
47 |
| Lease liabilities | 1,009 } | (347) | 108 | - | 770 |
| | 1,078 | (369) | 108 | • | 817 |
| | | | | Other non-cash | |
| | 1 July 2022 | Cash flows | New leases | changes | |
| | £'000 | £'000 | £'000 | £′000 | £'000 |
| Loans | 39 | (37) | - | 67 | 69 |
| Lease liabilities | | (193) | - | (67) · | 1,009 |
| Lease liabilities | 1,269 | (173) | | | • |
Other non-cash changes in the year ended 30 June 2023 represent a reclassification of certain borrowings from leases to more accurately represent the nature of the funding arrangements.
# **Notes to the financial statements** continued
For the year ended 30 June 2024
Share-based payments
conditional placing, the supplementary placing and subscription shares were approved at a General Meeting on 13 August 2024, and total net proceeds were £2.6 million.
Dr Arron Tolley remained as a Director and his role changed to Chief Executive Officer Dr Adam Hargreaves remained as a Director and his role changed to Non-Executive Chairman
Andrew Rapson was appointed to the Board as Chief Financial Officer.
The remuneration of key management personnel of the Group was: Year ended 30 June 2024
Year ended
£'000
1,161
84 7
1,252
30 June 2023
£'000
731
49
6 786
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the Directors of the Company.
Value of Company contribution to defined contribution pension schemes
of £2.5 million and a subscription of 26,000,000 ordinary shares for total proceeds of £0.1 million, all before expenses. On 1 August 2024 a supplementary placing of 30,000,000 ordinary shares was announced for total proceeds of £0.1 million. The
39 Events after the reporting period end date Ordinary shares for total proceeds of £0.2 million, a conditional placing of 1,272,164,082 ordinary shares for total proceeds
On 24 July 2024 the Directors announced a significant new fundraising event which resulted in a firm placing of 116,835,918
Aptamer Group PLC
Aggregate emoluments
Transactions with related parties Key management personnel
37 Controlling partu
The Directors consider that there is no ultimate controlling party.
38 Related partu transactions
In connection with the fundraise, the following Board changes took place on passing of the resolutions at the General Meeting on 13 August 2024 Stephen Hull and Dean Fielding resigned.
# Company information
Directors
Company Secretary
Company number
Registered office
**Independent Auditor**
Nominated advisor
**Broker**
Solicitor
Registrars
ECIM 4BH Turner Pope Investments (TPI)
Squire Patton Boggs (UK) LLP
2 Leman Street London E18FA 5 St John's Lane
York Y010 5BR
SPARK Advisory Partners Limited
09061413 Windmill House Innovation Way
A Rapson
Dr A Hargreaves Dr A Tolley Dr D Bunka A Rapson T Sykes
Aldgate Tower
London
3 Queen Street London WIJ 5PA
Gravita Audit Limited
No. 1 Spinningfields 1 Harman Square . Manchester M3 3EB Link Group 10th Floor Central Square 29 Wellington Street Leeds LS1 4DL
Annual report 2024
103 -
# Aptamer Group PLC
Windmill House, Innovation Way, York, Y010 5BR
www.aptamergroup.com