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BSF ENTERPRISE PLC
Earnings Release • Jun 25, 2025
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Earnings Release
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BSF Enterprise PLC
25 June 2025
24 June 2025
BSF Enterprise PLC
("BSF" or the "Company")
Interim 2025 Results
BSF (LSE: BSFA), (OTCQB: BSFAF), a leading innovator in tissue-engineered materials is pleased to announce its unaudited interim results for the six months ending 31 March 2025.
Dr Che Connon, CEO of BSF Enterprise is pleased to present the report for the six months ended March 31, 2025.
Financial Summary: The net loss for the period decreased to £790,623, compared to a loss of £864,775 in the corresponding six-month period in 2024. This reduction reflects a small decrease in administrative expenses and an increase in grant income. Administrative expenses were 2% lower at £875,730, and grant income increased significantly to £67,823 (2024: £3,779). The loss per share decreased from 0.84 pence to 0.64 pence.
The Group's cash balance as of March 31, 2025, was £338,957, down from £637,656 at September 30, 2024. This reduction is due to the losses for the period and proceeds from a £500,000 placing in December 2024. No dividends were paid or proposed during this period.
Business Review Highlights:
● Strategic Partnerships and Collaborations: BSF Enterprise, through its subsidiary 3D Bio-Tissues (3DBT), signed a strategic Memorandum of Understanding (MoU) with Sartorius, a global leader in bioprocessing solutions. This partnership aims to develop cost-effective and scalable production methods for lab-grown leather and alternative protein products.
● Advancements in Lab-Grown Leather Commercialization: Lab-Grown Leather Ltd (LGL) is developing three core product lines: Elemental Leather™, Elemental+™, and Elemental X™.
○ Elemental Leather™ is a premium lab-grown leather designed to be identical to traditional leather.
○ Elemental+™ is an ultra-thin (>0.04mm) yet strong leather alternative, opening opportunities in weight-sensitive sectors like sportswear and electric vehicles.
○ Elemental X™ is a groundbreaking leather developed using engineering biology and AI, including the pioneering T-Rex leather derived from synthetic T-Rex DNA.
● Breakthrough Developments and Market Engagement: Elemental+™ achieved a key milestone with its ultra-thin strength. The announcement of Elemental X™ and the T-Rex leather collaboration garnered global media attention, reaching an audience of over 500 million. LGL has since entered commercial discussions with three leading fashion and accessories brands regarding the T-Rex leather product.
● New Product Development - CytoBoost: 3DBT is developing CytoBoost, a new product range for biopharma and biomedical research, designed to accompany City-Mix™. CytoBoost Revive has been shown to increase cell revival following thaw from cryostorage by up to 100%.
● Kerato Progress: Kerato, our corneal replacement company, continues to make strong operational progress, securing grants for the development of its LiQD Cornea technology and for implementing an ISO-13485 quality management system.
● Financial Developments and Strategic Funding: We successfully completed a strategic placement of 4,725,000 new ordinary shares at 3 pence per share in April 2025, raising £141,750 to support growth initiatives.
● December 2024 Fundraising: Completed an oversubscribed placing of 20,000,000 new ordinary shares at 2.5 pence per share, raising £500,000. The placing included one warrant per share at an exercise price of 5 pence, valid for three years, with 15% of the funds subscribed by management. The funds will support strategic business objectives across BSF's subsidiaries.
● Commercial Partnerships and Sample Development: LGL engaged with four major fashion brands, providing samples of Elemental Leather™ and receiving positive feedback that has led to product refinements.
● Operational Efficiencies and Sustainability Initiatives: The use of 3DBT's City-Mix™ media additive is expected to save LGL over £500,000 in tissue production costs over the next five years, enhancing profitability and reinforcing our commitment to sustainability.
Outlook:
BSF Enterprise remains dedicated to advancing its portfolio of sustainable tissue-engineered materials and strategic collaborations. With significant progress in lab-grown leather commercialization, partnerships with industry leaders, and successful financing initiatives completed in 2025, the Group is well-positioned for continued growth, innovation, and value creation in the year ahead.
For further enquiries, please visit www.bsfenterprise.com or contact:
| BSF Enterprise PLC | |
| Geoff Baker - Executive Director Che Connon - CEO & Director |
|
| Shard Capital (Broker) | |
| Damon Heath Isabella Pierre |
0207 186 9000 0207 186 9927 |
ISIN of the Ordinary Shares is GB00BHNBDQ51
SEDOL Code is BHNBDQ5.
24 June 2025
BSF Enterprise PLC
("BSF" or the "Company")
Unaudited Interim Consolidated Financial Statements
for the period ended 31 March 2025
Chairman's Statement
On behalf of the Board, I present the 2025 Interim Financial Statements of BSF Enterprise Plc for the six months ended 31 March 2025.
During this period, the Company has continued to make remarkable progress in advancing its strategy, marked by substantial technological developments, new strategic partnerships, and significant steps toward commercialization across its key business areas.
One of the period's most pivotal achievements was the signing of a strategic Memorandum of Understanding (MoU) between our subsidiary 3D Bio-Tissues (3DBT) and global bioprocessing leader Sartorius. This partnership aims to combine 3DBT's innovative scaffold-free tissue-engineered materials and patented macromolecular crowders with Sartorius's extensive expertise in cell culture platforms and bioprocessing technologies. The collaboration is designed to accelerate the development of cost-effective, scalable, and sustainable production methods, particularly in the lab-grown leather and alternative protein sectors, aligning with BSF's vision of driving innovation and efficiency in sustainable biotechnology solutions.
In addition to our technological advancements, we strengthened our capital base through the approval and publication of our Prospectus by the Financial Conduct Authority (FCA). This allows the issuance of up to 28,926,352 new ordinary shares, providing the flexibility needed to support our growth strategy. This follows our successful fundraising in December 2024, raising £500,000 through an oversubscribed placing of 20,000,000 new ordinary shares at 2.5 pence per share. The placing also included one warrant per share at an exercise price of 5 pence, valid for three years, with management subscribing for 15% of the funds raised-demonstrating strong internal confidence in the Group's vision and execution capabilities. The shareholder approval of share allotment and the disapplication of pre-emption rights at our annual general meeting underscores investor confidence in our expansion plans.
Our subsidiary, Lab-Grown Leather Ltd (LGL), has made significant strides in its commercialization journey. Supported by the Northern Accelerator Growth Support Grant, LGL has initiated strategic collaborations with third parties to conduct market research, develop scalable production processes, and align commercialization with key sectors such as fashion, jewellery, and automotive. This includes building a comprehensive business case to position LGL as a stand-alone entity, unlocking value for both existing and new investors.
Among our most innovative milestones this year is the announcement of Elemental X™, the flagship product developed by LGL using our proprietary Advanced Tissue Engineering Platform (ATEP™). In a groundbreaking collaboration with VML and The Organoid Company, LGL unveiled plans for the world's first leather product inspired by Tyrannosaurus rex DNA. This pioneering project leverages creative innovation, genomic engineering, and sustainable tissue engineering to redefine the luxury materials industry. The T-Rex leather represents a sustainable and high-performance alternative, opening exciting new opportunities in accessories and automotive sectors.
Our commitment to financial discipline remains strong. We successfully executed a strategic placement of 4,725,000 new ordinary shares at 3 pence per share in April 2025, raising £141,750 within our available share issuance headroom. This placement reflects continued support from our largest shareholder and reinforces investor confidence in our business model, especially following the T-Rex leather announcement, which generated significant media attention and interest from potential partners.
Looking ahead, Lab-Grown Leather Ltd has made remarkable progress in product development, including a breakthrough with Elemental+™, an ultra-thin (>0.04mm) yet strong leather alternative that expands design possibilities in sportswear, electric vehicles, and aerospace. Elemental+™ and Elemental X™ products continue to attract substantial interest from major fashion brands, with several partners commissioning samples for testing and development. Positive feedback from these collaborations has led to ongoing product refinements, positioning us strongly for future commercialization.
Production expansion is on the horizon, supported by substantial cost savings through the use of 3DBT's City-Mix™ media additive, which is expected to save LGL over £500,000 in tissue production costs over the next five years. This initiative not only enhances profitability but also reinforces our commitment to sustainable and innovative materials.
BSF Enterprise remains resolute in its dedication to driving biotechnology forward, delivering transformative solutions across the materials, food technology, and life sciences sectors. Our progress in 2025 demonstrates our unwavering commitment to sustainability, ethics, and innovation, as we build a foundation for long-term value creation.
On behalf of the Board, I extend our heartfelt appreciation to our shareholders for their continued trust and support. We remain focused on honouring our commitments and creating enduring value for all stakeholders.
Chief Executive's Report
I am pleased to present my report for the six months ended 31 March 2025.
Financial summary
The net loss for the period ended 31 March 2025 was £790,623 (2024: £864,775 loss). The decrease in the loss compared with the corresponding six-month period in 2024 reflects a small reduction in administrative expenses and an increase in grant income. In particular, administrative expenses of £875,730 were 2% lower than the corresponding period whilst grant income of £ 67,823 was received in the period (2024: £3,779). the Group generated revenues of £20,559 (2024: £54,295).
The loss per share decreased from 0.84 pence per share to 0.64 pence per share.
Cash flow
The Group's cash balances as at 31 March 2025 were £338,957 (compared with £637,656 at 30 September 2024). The reduction in cash balances reflects the losses for the period and placing proceeds of £500,000 in December 2024 .
Dividends
During the period ended 31 March 2025, there were no dividends paid or proposed.
Business Review
Strategic Partnerships and Collaborations
In the six months ended 31 March 2025, BSF Enterprise, through its subsidiary 3D Bio-Tissues (3DBT), signed a strategic Memorandum of Understanding (MoU) with Sartorius, a global leader in bioprocessing solutions. This partnership aims to combine 3DBT's innovative scaffold-free tissue-engineered materials and patented macromolecular crowders-City-Mix™ for alternative protein and CytoBoost™ for biopharma-with Sartorius's expertise in cell culture platforms, bioprocess technologies, and scaling. The collaboration focuses on developing cost-effective and scalable production methods for lab-grown leather and alternative protein products, supporting BSF's sustainability objectives and commercial strategy.
Advancements in Lab-Grown Leather Commercialization
Lab-Grown Leather Ltd (LGL), BSF's wholly owned subsidiary, continued to accelerate commercialization efforts. LGL is developing three core product lines:
• Elemental Leather™: Premium lab-grown leather identical in feel, look, and smell to traditional leather.
• Elemental+™: Ultra-thin (>0.04mm) yet strong leather, achieved using vegetable-derived tanning components. This innovation unlocks opportunities in weight-sensitive sectors such as sportswear, electric vehicles, and aerospace.
• Elemental X™: Groundbreaking leather developed using engineering biology and AI, including the pioneering T-Rex leather derived from synthetic T-Rex DNA.
Lab-Grown Leather Ltd (LGL) is developing innovative leather materials from unique species, including T-Rex, utilizing a proprietary "scaffold-free" tissue engineering technology. This advanced platform allows engineered cells to generate their own natural structure, resulting in a product that closely mimics the composition and performance of traditional animal leather. This approach offers a sustainable and cruelty-free alternative to conventional leather production, addressing significant environmental and ethical concerns associated with traditional tanning processes, such as the use of harmful chemicals and deforestation.
Table 1: Lab-Grown Leather Ltd: Product Concepts, Market Appeal, and Visualization Strategy
| Product Concept | Key Features/Benefits | Target Market/Applications | Market Size/Growth (CAGR) | Commercialisation Strategy (Current/Planned) |
| Elemental Lux™ | Scaffold-free, 100% cell-derived, authentic structure, natural durability, repairability, tactility, biodegradable, cruelty-free, sustainable, reduced environmental impact (water, chemicals, deforestation), full traceability | Luxury fashion accessories, general leather goods | Global Leather Goods: $780B (4.6% CAGR 2025-2035) | Working with 4 of the top 5 luxury brands to develop product |
| Elemental+™ | High-performance, flexible, strong, lightweight durability, customizable textures and finishes | Next-generation applications, potentially smart textiles, automotive | Smart Textile: $41.20B (22.51% CAGR) | Seeking development partners in high-end sportswear such as football boots to replace kangaroo leather |
| Elemental-X™ (e.g. T-Rex) | Bioengineered cellular structures, incorporating prehistoric DNA, pioneering exploration of ancient biology, luxury appeal | Luxury fashion accessories (initial commercial product by end of 2025), automotive | Bio-based Materials: $47.9B (10-15% annually) | Partnership with VML, The Organoid Company) |
Breakthrough Developments and Market Engagement
Elemental+™ achieved a key milestone, maintaining comparable strength at a thickness of just >0.04mm-up to a hundred times thinner than the thickest traditional leather-opening the door to new product applications. In addition, the announcement of Elemental X™ and the T-Rex leather collaboration with VML and The Organoid Company captured global media attention, with coverage reaching an audience of over 500 million, an estimated print circulation of 2.5 million, and more than 2,500 engagements on social media. Following this, LGL entered into commercial conversations with three leading fashion and accessories brands regarding the production of the world's first T-Rex leather product.
New product development from 3DBT - CytoBoost
The global market for consumables used in cryopreservation and post-thaw cell recovery is experiencing significant growth, projected to reach between US$80.6 billion by 2034 and US$95.45 billion by 2035, with a Compound Annual Growth Rate (CAGR) exceeding 21%. This expansion is largely driven by advancements in cell and gene therapies, regenerative medicine, and biobanking, all of which rely heavily on effective cell storage and revival. Consumables, including cryoprotective agents (CPAs), specialized freezing media, and post-thaw recovery solutions, form the largest segment of this market.
Despite the market's growth, challenges such as cryoinjury-damage occurring during freezing and thawing-and Cryopreservation-Induced Delayed Onset Cell Death (CIDOCD)-cell death hours to days after thawing-remain significant hurdles. These challenges necessitate continuous innovation in consumables, including the development of less cytotoxic CPAs and specialized post-thaw reagents designed to mitigate cellular stress and promote recovery. The industry is shifting towards a holistic biopreservation approach, focusing on maintaining cell viability and functionality throughout the entire process, not just during freezing. This includes developing "smart" or "optimized" cryo-media formulations that balance protection with reduced toxicity. There's also a growing demand for animal-origin-free and chemically defined formulations to ensure consistency, reduce contamination risks, and meet stringent regulatory requirements.
Key market players like Thermo Fisher Scientific, BioLife Solutions, Pluristyx, PromoCell GmbH, and Sartorius AG offer a range of specialized freezing media and post-thaw recovery supplements. These products aim to address specific issues like post-thaw stress response and improve overall cell yield and functionality.
Geographically, North America currently dominates the market due to a favourable regulatory environment and high healthcare expenditure. However, the Asia-Pacific (APAC) region is rapidly emerging as a high-growth area, fuelled by increasing investments in biotechnology and rising awareness of stem cell storage. The market's growth drivers include the increasing demand for advanced medical treatments and the expansion of stem cell research and biobanking. However, high costs, safety concerns, and varying global regulations pose restraints to market expansion.
3D Bio-Tissues (3DBT) is contributing to this market with media supplements like City-Mix and CytoBoost. City-Mix uses macromolecular crowding to enhance cell proliferation and yield, potentially reducing the need for expensive growth factors, which offers significant cost savings, particularly for the cultivated meat industry. CytoBoost-revive, whilst currently in Beta-testing is showing impressive results in 3rd party hands, it is positioned to address a significant and growing need in the cryopreservation market, specifically the post-thaw media additives. If this product can continue to demonstrably improve post-thaw viability, it represents a substantial value proposition for cell therapies and cultivated meat production, where cryopreservation is a critical step.
Kerato Ltd. is developing LiQD Cornea, a cell-free, liquid hydrogel to address the global shortage of donor corneas. This innovative solution, composed of collagen-like peptides and polyethylene glycol, forms a self-sealing gel on contact with corneal tissue, promoting healing and reducing inflammation. Its key advantages include spontaneous gelation at body temperature, lower cost and reduced immune rejection compared to existing treatments, and potential for outpatient application.
LiQD Cornea's "in situ tissue engineering" approach offers a paradigm shift from traditional corneal transplants, providing a less invasive, faster recovery for patients, and reducing healthcare burdens. Kerato is pursuing a strategic regulatory pathway, initiating veterinary trials in Q3 2025 and aiming for a human clinical trial in 2027, leveraging veterinary data to de-risk and accelerate human trials.
The global corneal transplant market, valued at $439.8 million in 2023, is projected to reach $795.0 million by 2033, driven by increasing corneal disorders and an aging population. Despite this growth, a severe donor shortage exists, with millions awaiting transplants. LiQD Cornea aims to disrupt this market by offering a widely accessible, synthetic, and less immunogenic alternative, significantly expanding the addressable market and offering substantial revenue potential.
Table 2: Kerato Ltd: LiQD Cornea Development Milestones & Investor Communication Plan
| Category | Detail | Investor Communication Focus |
| Product | LiQD Cornea: Hydrogel for in situ corneal tissue engineering | Addresses global unmet medical need, disruptive regenerative approach, cost-effectiveness, patient quality of life improvement |
| Mechanism/Key Advantages | Cell-free, liquid hydrogel matrix; spontaneous gelation (5 min, body temp, no light); synthetic collagen analogue; less costly; reduced immune rejection; outpatient application potential; stimulates in situ tissue remodelling | Paradigm shift in corneal repair, superior patient outcomes, reduced healthcare burden, broad applicability |
| Current Status | Pre-clinical studies completed (2024); Veterinary trial granted (Q4 2025); Veterinary product launch (late 2026) | Early safety and efficacy signals, de-risking for human trials, tangible progress towards commercialization |
| Future Milestones | Human clinical trials (start 2027); Ethical approval (2026); Regulatory approvals (2028); Medical Device launch (2028) | Clear, actionable roadmap, defined path to market, adherence to timelines, proactive regulatory engagement |
| Regulatory Pathway | UK MHRA, EU MDR, US FDA (anticipated Class IIb/III for novel implants, requiring rigorous assessment and clinical evidence) | Strategic navigation of complex regulatory landscape, expertise in compliance, commitment to patient safety |
| Market Opportunity | Global corneal transplant market: $439.8M (2023) to $795.0M (2033) at 6.1% CAGR; 12.7M people on waiting lists (significant unmet need) | Vast, expanding addressable market, disruptive potential to transform standard of care, strong revenue growth prospects |
Financial Developments and Strategic Funding
BSF Enterprise strengthened its financial position by successfully completing a strategic placement of 4,725,000 new ordinary shares at 3 pence per share in April 2025, raising £141,750 to support its strategic business and growth initiatives. This placement was executed within the Company's remaining headroom for shares under FCA Rules and reflects continued shareholder confidence, especially in light of the T-Rex leather milestone.
In addition, the Company completed an oversubscribed placing in December 2024, raising £500,000 through the issue of 20,000,000 new ordinary shares at 2.5 pence per share. This placing included one warrant per share at an exercise price of 5 pence, valid for three years, with management subscribing for 15% of the funds raised. The proceeds are being strategically allocated to support key projects across the Group's subsidiaries, including the scale-up of Lab-Grown Leather's pilot plant, the advancement of Kerato Ltd's LiQD Cornea device towards clinical trials, and the launch of CytoBoost™ in the biopharma sector.
Comprehensive IP Strategy: Protecting Innovation and Driving Valuation
A robust intellectual property (IP) strategy, encompassing patents, copyrights, and trade secrets, is crucial for pre-revenue biotechnology companies like BSF's subsidiaries to protect innovation, strengthen market position, and attract investors. Investors meticulously evaluate patent strength, including claim breadth, enforceability, and jurisdictional coverage, as IP creates competitive barriers, adds long-term value, and is fundamental to company valuation. A high rate of patent generation signals a defensible market position and provides a "financial safety net" for investors in deep tech ventures.
For BSF, IP is a core asset that directly contributes to valuation and mitigates risk. The communication strategy should emphasize how each IP asset creates a "moat" around innovations and contributes to future revenue, potentially through licensing. For example, LGL's patented scaffold-free technology offers a more authentic, durable, and cost-effective lab-grown leather. Similarly, 3DBT's patent on macromolecular crowders for City-Mix should be presented as a proprietary solution that reduces customer costs and increases yields, securing a defensible position in the cell culture media market. This approach translates technical IP into clear business impact, demonstrating how IP enables competitive advantage and supports pricing power.
BSF is actively identifying and communicating potential licensing deals or strategic partnerships that can leverage its IP to generate non-dilutive capital or early-stage revenue, even if the primary products are not yet commercialized. This showcases financial prudence and alternative value creation pathways. Properly protected trade secrets, such as proprietary genomic data or manufacturing processes, also provide a competitive edge. A strong IP portfolio will enhance opportunities for licensing, joint ventures, and co-development deals, which are crucial for generating revenue before full commercialization. Thus, BSF is highlighting a pipeline of potential licensing opportunities, via a diversified revenue strategy and proactive capital management, which will appeal to investors in the current biotech funding climate.
Table 3: BSF Enterprise PLC IP Portfolio Overview & Strategic Value
| Subsidiary | Key IP Assets | Technology Protected | Strategic Value/Competitive Moat | Alignment with Commercial Strategy | Freedom to Operate (FTO) Status |
| Lab-Grown Leather Ltd (LGL) | Patents (scaffold-free platform, specific formulations), Trade Secrets (processing techniques), Trademarks (Elemental Leather™, Elemental+™, Elemental-X™) | Scaffold-free tissue engineering for cultivated dermal skin. Ultra-thin leather |
Market exclusivity, barrier to entry, superior product performance (authenticity, durability, tactility), ethical differentiation, licensing potential for broad material applications | Enables premium pricing in luxury markets, expands into new sectors (automotive), reduces supply chain risk, aligns with sustainability demands | Confirmed FTO analysis to mitigate legal risks |
| 3D Bio-Tissues Ltd (3DBT) | Patents (City-Mix™ macromolecular crowders), Trade Secrets (CytoBoost™ formulations, tissue templating processes), Trademarks (CytoBoost™, City-Mix™) | Macromolecular crowding agents for cell culture, tissue templating platform for functional tissues | Cost-efficiency for customers (reduced growth factor use), increased cell yield/performance, competitive advantage in cell culture media market, licensing potential for biopharma/cultivated meat | Drives adoption by third parties in biopharma and cultivated meat, supports price parity for cultivated meat, enables broader industry growth | Confirmed FTO analysis to mitigate legal risks |
| Kerato Ltd | Patents (LiQD Cornea hydrogel composition, in situ tissue engineering methods), In-licensed IP (University of Montreal), Trademarks (LiQD Cornea™) | Hydrogel for in situ corneal tissue engineering, regenerative medicine | Addresses global donor shortage, reduced immune rejection, potential for outpatient application, disruptive alternative to traditional transplants, strong market potential in ophthalmology | Targets vast unmet medical need, potential for significant market share in corneal repair, aligns with healthcare cost-reduction trends | Confirmed FTO analysis to mitigate legal risks |
Commercial Partnerships and Sample Development
In 2025, LGL engaged with four major fashion brands, producing eight 10x10cm² samples of Elemental Leather™ for testing and development. Feedback from these partners has led to notable improvements in product quality and suitability for downstream processing. These iterative developments have helped refine the leather's look, feel, and compatibility with traditional tanning techniques.
Operational Efficiencies and Sustainability Initiatives
Over the next five years, LGL's purchase and use of 3DBT's City-Mix™ media additive is expected to save the Company more than £500,000 in tissue production costs. This cost-saving measure reinforces BSF's commitment to operational efficiency and sustainable manufacturing practices, supporting the Group's broader strategy to scale production and increase profitability.
Che Connon, Chief Executive Officer
24 June 2025
Registered number: 11554014
BSF Enterprise Plc
Unaudited Interim Consolidated Financial Statements
for the period ended 31 March 2025
Statement of directors' responsibilities in respect of the interim results
The Directors; being Min Yang (Non-Executive Chairman), Dr Che Connon (Managing Director), Geoffrey Baker (Executive Director) and Dennis Ow (Non-Executive Director) confirm that the set of Interim Financial Statements has been prepared in accordance with International Accounting Standard 34 "interim financial reporting", as it applies in the European Union and that interim report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:
● an indication of important events that have occurred during the first six months of the financial year;
● and material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report.
By order of the Board
Min Yang
Chairman
24 June 2025
Consolidated Statement of Comprehensive Income
for the period ended 31 March 2025
| 6-month period | 6-month period | ||||
| to 31 March | to 31 March | ||||
| 2025 | 2024 | ||||
| (Unaudited) | (Unaudited) | ||||
| Note | £ | £ | |||
| Continuing operations | |||||
| Revenue | 3 | 20,559 | 54,295 | ||
| Cost of sales | (5,065) | (25,997) | |||
| Gross profit | 15,494 | 28,298 | |||
| Grant income | 4 | 67,823 | 3,779 | ||
| Administrative expenses | 5 | (875,730) | (893,278) | ||
| Operating loss for the period | (792,413) | (861,201) | |||
| Finance expense - right-of-use lease liabilities | (1,559) | (3,607) | |||
| Interest received | 9 | 33 | |||
| Loss before taxation | (793,963) | (864,775) | |||
| Taxation | 6 | 3,340 | - | ||
| Loss for the period | (790,623) | (864,775) | |||
| Loss and total comprehensive loss for the financial period | (790,623) | (864,775) | |||
| Loss per share | |||||
| Basic and diluted (pence per share) | 7 | (0.64) | (0.84) | ||
There are no items of other comprehensive income.
The notes to the interim financial statements form an integral part of these interim financial statements.
Consolidated Statement of Financial Position
as at 31 March 2025
| As at 31 March 2025 (Unaudited) |
As at 30 September 2024 (Audited) |
|||
| Note | £ | £ | ||
| Assets | ||||
| Non-current assets | ||||
| Property, plant and equipment | 8 | 64,227 | 81,055 | |
| Right-of-use assets | 9 | 34,161 | 72,041 | |
| Intangible assets | 10 | 2,485,290 | 2,485,290 | |
| Total non-current assets | 2,583,678 | 2,638,386 | ||
| Current assets | ||||
| Cash and cash equivalents | 11 | 338,957 | 637,656 | |
| Receivables and prepayments | 12 | 184,515 | 157,023 | |
| Inventory | 13 | 87,003 | 62,392 | |
| Total current assets | 610,475 | 857,071 | ||
| Total assets | 3,194,153 | 3,495,457 | ||
| Equity and liabilities | ||||
| Capital and reserves | ||||
| Share capital - issued and fully paid | 16 | 1,158,509 | 955,384 | |
| Share capital - issued but unpaid | 16 | 77,985 | 77,985 | |
| Share premium - fully paid | 16 | 6,576,763 | 6,292,888 | |
| Warrant reserve | 16 | 44,533 | 38,478 | |
| Accumulated losses | (4,964,976) | (4,174,353) | ||
| Total equity | 2,892,814 | 3,190,382 | ||
| Liabilities | ||||
| Current liabilities | ||||
| Trade and other payables | 14 | 188,827 | 147,332 | |
| Taxes and social security | 63,386 | 64,293 | ||
| Lease liabilities | 15 | 37,066 | 78,050 | |
| 289,279 | 289,675 | |||
| Non-current liabilities | ||||
| Lease liabilities | 15 | - | - | |
| Deferred tax | 6 | 12,060 | 15,400 | |
| 12,059 | 15,400 | |||
| Total liabilities | 301,339 | 305,075 | ||
| Total equity and liabilities | 3,194,153 | 3,495,457 |
The notes to the interim financial statements form an integral part of these interim financial statements .
Consolidated Statement of Changes in Equity
for the period ended 31 March 2025
| Share capital issued and paid up | Share capital issued and unpaid | Share premium fully paid | Warrant reserve | Retained deficit | Total | |
| £ | £ | £ | £ | £ | £ | |
| As at 30 September 2023 | 955,384 | 77,985 | 6,292,888 | 34,785 | (2,502,062) | 4,858,980 |
| Comprehensive income for the period | ||||||
| Loss for the period | - | - | - | - | (864,775) | (864,775) |
| Total comprehensive loss for the period | - | - | - | - | (864,775) | (864,775) |
| As at 31 March 2024 | 955,384 | 77,985 | 6,292,888 | 34,785 | (3,366,837) | 3,994,205 |
| As at 30 September 2024 | 955,384 | 77,985 | 6,292,888 | 38,478 | (4,174,353) | 3,190,382 |
| Comprehensive income for the period | ||||||
| Loss for the period | - | - | - | - | (790,623) | (790,623) |
| Total comprehensive loss for the period | - | - | - | - | (790,623) | (790,623) |
| Issue of shares | 203,125 | - | 309,375 | - | - | 512,500 |
| Costs of share issues | - | - | (25,500) | - | - | (25,500) |
| Share-based payment expense | - | - | - | 6,055 | - | 6,055 |
| Transactions with shareholders | 203,125 | - | 283,875 | 6,055 | - | 493,055 |
| As at 31 March 2025 | 1,158,509 | 77,985 | 6,576,763 | 44,533 | (4,964,976) | 2,892,814 |
Consolidated Statement of Cash Flows
for the period ended 31 March 2025
| 6-month period to 31 March 2025 (Unaudited) |
6-month period to 31 March 2024 (Unaudited) |
|||
| Note | £ | £ | ||
| Cash flow from operating activities | ||||
| Loss after tax | (790,623) | (864,775) | ||
| Tax credit | (3,340) | - | ||
| Depreciation | 56,708 | 55,786 | ||
| Share-based payment expense | 6,055 | - | ||
| Interest received | (9) | (33) | ||
| Changes in working capital: | ||||
| Increase / (decrease) in trade and other payables | 61,364 | (55,548) | ||
| Increase in receivables | (35,768) | (11,168) | ||
| Increase in inventory | (24,611) | (22,731) | ||
| Net cash used in operating activities | (730,224) | (898,469) | ||
| Cash flow from investing activities | ||||
| Acquisition of plant and equipment | 8 | (2,000) | (7,926) | |
| Interest received | 9 | 33 | ||
| Net cash from investing activities | (1,991) | (7,893) | ||
| Cash flow from financing activities | ||||
| Issue of shares | 16 | 500,000 | - | |
| Costs of shares issued | 16 | (25,500) | - | |
| Repayment of lease liabilities | 15 | (40,984) | (38,936) | |
| Net cash from / (used in) financing activities | 433,516 | (38,936) | ||
| Net cash outflow for the period | (298,699) | (945,298) | ||
| Cash and cash equivalents at beginning of the period | 11 | 637,656 | 2,319,061 | |
| Cash and cash equivalents at end of the period | 11 | 338,957 | 1,373,763 |
Notes to the Interim Consolidated Financial Statements for the period ended 31 March 2025
1. Accounting policies
Basis of preparation of Interim Financial Statements
The Interim Consolidated Financial Statements have been prepared in accordance with IAS 34 "Half Year Financial Reporting" as it applies in the United Kingdom and the Disclosure and Transparency Rules of the Financial Conduct Authority. These Interim Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006, do not include all the notes of the type normally included in an annual financial report and have not been audited or reviewed by the auditors pursuant to the Financial Reporting Council guidance on Review of Interim Financial Information. Accordingly, this report should be read in conjunction with the annual report for the year ended 30 September 2024 (the "Annual Report and Consolidated Financial Statements"), which has been prepared in accordance with UK-adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006.
The Annual Consolidated Financial Statements constitute statutory accounts as defined in section 434 of the Companies Act 2006 and a copy of these statutory accounts has been delivered to the Registrar of Companies. The auditor's report on those statutory accounts was unqualified, drew attention to a material uncertainty in relation to going concern by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
The accounting policies adopted in the preparation of the Interim Consolidated Financial Statements are consistent with those used to prepare the Consolidated Financial Statements for the year ended 30 September 2024 and those applicable for the year ending 30 September 2025. The preparation of these Interim Consolidated Financial Statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these Interim Financial Statements, the significant judgements made by management in applying the accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Annual Consolidated Financial Statements described above.
The Interim Consolidated Financial Statements have been prepared on a going concern basis, under the historical cost convention.
2. Going concern
The Group had cash of approximately £338,000 as at 31 March 2025. On the basis of the Group's cash position and forecasts, the Board considers the Group to have sufficient resources to remain in operational existence for the foreseeable future. The Company will need additional funding to finance ongoing operations. Whilst there can be no guarantee that sufficient funds will be raised, the Board is confident that sufficient additional capital will be raised to ensure adequate funds are available to the Company. The Board has therefore concluded that the going concern basis remains appropriate in the preparation of these Financial Statements due to the anticipated availability of sufficient financial resources in the 12 months from the date of the financial statements.
The Directors are not aware of any other indicators which would give doubt to the going concern status of the Company.
3. Revenue
| 6-month period ended 31 March 2025 (Unaudited) | 6-month period ended 31 March 2024 (Unaudited) | ||
| £ | £ | ||
| Proof of concept revenues | 20,559 | 54,000 | |
| Consumable sales | - | 295 | |
| 20,559 | 54,295 |
4. Grant income
| 6-month period ended 31 March 2025 (Unaudited) | 6-month period ended 31 March 2024 (Unaudited) | ||
| £ | £ | ||
| Grant income | 67,823 | 3,779 | |
| 67,823 | 3,779 |
5. Administrative expenses
| 6-month period ended 31 March 2025 (Unaudited) | 6-month period ended 31 March 2024 (Unaudited) | ||
| £ | £ | ||
| Legal and professional fees | 203,012 | 198,175 | |
| Consulting fees | 77,250 | - | 116,223 |
| Accounting and tax fees | 7,437 | 5,490 | |
| Directors' remuneration (see below) | 134,121 | 121,402 | |
| Staff costs | 265,153 | - | 225,676 |
| Service charges - BSF International Limited (Note 16) | 17,500 | 30,000 | |
| Purchase of consumables | 29,073 | - | |
| Marketing | 36,876 | - | 12,623 |
| Bank charges | 656 | 1,937 | |
| Depreciation | 56,708 | 55,786 | |
| Property costs | 17,548 | 19,502 | |
| Travel and accommodation | 18,698 | 50,034 | |
| Share-based payment expense | 6,055 | - | |
| Other | 5,643 | 56,430 | |
| 875,730 | 893,278 |
Directors' remuneration
| 6-month period ended 31 March 2025 (Unaudited) | 6-month period ended 31 March 2024 (Unaudited) | ||
| Executive Directors | £ | £ | |
| Dr Che Connon | 70,621 | 55,402 | |
| Non-executive Directors | - | ||
| Geoff Baker | 40,000 | 36,000 | |
| Min Yang | 16,000 | 15,000 | |
| Dennis Ow | 7,500 | 15,000 | |
| 134,121 | 121,402 |
6. Taxation
The charge for the period is made up as follows:
| 6-month period ended 31 March 2025 (Unaudited) | 6-month period ended 31 March 2024 (Unaudited) | ||
| £ | £ | ||
| Current tax | |||
| Research and development tax credit | - | - | |
| Deferred tax | |||
| Deferred tax credit | (3,340) | - | |
| Tax credit for the period | (3,340) | - |
The movements in tax receivable balances are summarised as follows:
| 6-month period ended 31 March 2025 (Unaudited) | Year ended 30 September 2024 Audited | ||
| £ | £ | ||
| Balance brought forward | - | - | |
| R&D tax credit | 120,659 | ||
| Amounts received | - | (120,659) | |
| Balance carried forward | - | - |
Deferred tax:
The movements in deferred tax liabilities are summarised as follows:
| 6-month period ended 31 March 2025 (Unaudited) | Year ended 30 September 2024 Audited | ||
| £ | £ | ||
| Balance brought forward | (15,400) | (19,956) | |
| Deferred tax credit | 3,340 | 4,556 | |
| Balance carried forward | (12,060) | (15,400) |
7. Loss per share
The calculation of loss per share is based on the following loss and number of shares:
| 6-month period ended 31 March 2025 (Unaudited) | 6-month period ended 31 March 2024 (Unaudited) | ||
| Loss for the period from continuing operations | £(790,623) | £(864,775) | |
| Weighted average shares in issue | 116,551,223 | 103,336,937 | |
| Loss per share (in pence) | (0.64p) | (0.84p) |
The Company presents basic and diluted loss per share information for its ordinary shares. Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period. Diluted earnings per share are determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
There is no difference between the basic and diluted earnings per share, as the Company's outstanding warrants are anti-dilutive.
8. Property, plant and equipment
| Plant and equipment | 6-month period ended 31 March 2025 (Unaudited) | Year ended 30 September 2024 Audited | |
| £ | £ | ||
| Cost: | |||
| Balance brought forward | 157,785 | 145,762 | |
| Additions | 2,000 | 12,023 | |
| Balance carried forward | 159,785 | 157,785 | |
| - | |||
| Depreciation: | |||
| Balance brought forward | 76,730 | 40,730 | |
| Charge for the period | 18,828 | 36,000 | |
| Balance carried forward | 95,558 | 76,730 | |
| - | |||
| Net book value: | |||
| As at period / year end | 64,227 | 81,055 |
9. Right-of-use assets
| Land and buildings | 6-month period ended 31 March 2025 (Unaudited) | Year ended 30 September 2024 Audited | |
| £ | £ | ||
| Cost: | |||
| Balance brought forward | 237,656 | 237,656 | |
| Additions | - | - | |
| Balance carried forward | 237,656 | 237,656 | |
| - | |||
| Depreciation: | |||
| Balance brought forward | 165,615 | 89,855 | |
| Charge for the period | 37,880 | 75,760 | |
| Balance carried forward | 203,495 | 165,615 | |
| Net book value: | |||
| As at period / year end | 34,161 | 72,041 |
10. Intangible assets
Goodwill of £2,485,290 relating to the acquisition of 3DBT was allocated to the 3DBT business and represents a Cash Generating Unit ("CGU"). Management considers that that there are no events or changes in circumstances which would indicate that the carrying amount of goodwill may not be recoverable. Accordingly, no impairment has been recognised.
11. Cash and cash equivalents
| As at 31 March 2025 (Unaudited) |
As at 30 September 2024 (Audited) | ||
| £ | £ | ||
| Cash at bank | 338,957 | 637,656 |
Total cash balances of £2,674 are denominated in Hong Kong Dollars. All other bank balances are denominated in Sterling. The Directors consider that the carrying value of cash and cash equivalents represents their fair value.
12. Receivables and prepayments
| As at 31 March 2024 (Unaudited) |
As at 30 September 2024 (Audited) | ||
| £ | £ | ||
| Trade receivables | - | - | |
| Prepayments | 47,577 | 36,782 | |
| Amounts receivable on issue of restricted shares | 77,985 | 77,985 | |
| Vat recoverable | 53,169 | 40,703 | |
| Other receivables | 5,784 | 1,553 | |
| 184,515 | 157,023 |
13. Inventories
| As at 31 March 2025 (Unaudited) |
As at 30 September 2024 (Audited) | ||
| £ | £ | ||
| Raw materials and laboratory consumables | 87,003 | 62,392 | |
| 87,003 | 62,392 |
14. Trade and other payables
| As at 31 March 2025 (Unaudited) |
As at 30 September 2024 (Audited) | ||
| Current: | £ | £ | |
| Trade payables | 171,532 | 55,970 | |
| Accruals | 17,295 | 91,362 | |
| 188,827 | 147,332 |
15. Lease liabilities
| Land and buildings | 6-month period ended 31 March 2025 (Unaudited) | Year ended 30 September 2024 Audited | |
| £ | £ | ||
| Balance brought forward | 78,050 | 156,933 | |
| Lease payments | (40,984) | (78,883) | |
| Balance carried forward | 37,066 | 78,050 |
The finance expense recognised in respect of these leases amounted to £1,559 in the period ended 31 March 2025 (period ended 31 March 2024: £3,607).
The maturity of lease liabilities is as follows:
| Land and buildings | As at 31 March 2025 (Unaudited) |
As at 30 September 2024 (Audited) | |
| £ | £ | ||
| Non-current liabilities | - | - | |
| Current liabilities | 37,066 | 78,050 | |
| Right-of-use lease liabilities | 37,066 | 78,050 |
16. Share capital and share premium
| Number of shares | Share capital |
Share premium | |
| Issued Ordinary shares of £0.01 each | £ | £ | |
| At 30 September 2024 | 103,336,937 | 1,033,369 | 6,292,888 |
| Issue of Ordinary shares | 20,312,500 | 203,125 | 309,375 |
| Costs of issuing shares | - | - | (25,500) |
| As at 31 March 2025 | 123,649,437 | 1,236,494 | 6,576,763 |
| Issue and fully paid | 115,850,946 | 1,158,509 | 6,576,763 |
| Issued and unpaid | 7,798,491 | 77,985 | - |
| As at 31 March 2025 | 123,649,437 | 1,236,494 | 6,576,763 |
During the period, the Company issued the following shares:
- On 4 December 2024, the Company announced that it had conditionally placed 20,000,000 new ordinary shares of 1p each in the Company ("Placing Shares") raising £500,000 at 2.5p per share in a placing which was oversubscribed ("Placing"). As part of the Placing the Company also issued one warrant for every ordinary share purchased in the Placing at an exercise price of 5p per share. The warrants are exercisable at any time within 3 years of Admission. The Company's management subscribed for Placing Shares representing 15% of the funds raised.
- On 8 November 2024, the Company issued 312,500 ordinary shares to investment podcast firm PR Roast at 4.0p per share in settlement of outstanding liabilities.
| Share warrants summary | 6-month period ended 31 March 2025 (Unaudited) | Year ended 30 September 2024 Audited | |
| No. | £ | ||
| Balance brought forward | 21,196,569 | 21,196,569 | |
| Issued in the period (see above) | 20,000,000 | - | |
| Balance carried forward | 41,196,569 | 21,196,569 |
17. Related party transactions
a) Geoff Baker and Min Yang are directors of both BSF Enterprise plc and BSF International Limited. Both Geoff Baker and Min Yang who are directors of 3DBT and are directors of BSF Angel Funding Limited which is a shareholder in the Company.
b) Key management are considered to be the directors and their remuneration is disclosed in Note 4 above.
c) BSF International Limited, a shareholder in BSF Angel Funding Limited, provided accounting support and other administration services to the Group during the period ended 31 March 2025 totalling £17,500 (2024: £30,000).
18. Subsequent events
- On 28 April 2025, the Company conditionally placed 4,725,000 new ordinary shares in the Company raising £141,750 at 3p per share.
- On 23 May 2025, the Company agreed to amend the warrant instrument issued on 26 April 2022 ("Warrant Instrument") constituting warrants to subscribe for 12,270,217 ordinary shares of 1.0p each in the capital of the Company at 15p for a period of 3 years (the "Warrants"). The Warrant Instrument has been amended to reduce the exercise price for each of the Warrants from 15p to 7.5p and extend the exercise term by 2 years, to expire on 17 May 2027. The amendment will not affect any other provisions of the Warrants or any other rights or obligations of the warrant holders.
There have been no other events that have occurred that would require adjustments to our disclosures in these interim financial statements.
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