Rua Life Sci. Regulatory News (RUA)

25 June 2025

RUA Life Sciences plc

("RUA Life Sciences", the "Company" or the "Group")

Interim Results

RUA Life Sciences, the holding company of a group of medical device businesses focused on the exploitation of the world's leading long-term implantable biostable polymer (Elast-EonTM), today announces its unaudited second interim results for the twelve months ended 31 March 2025

Highlights:

· Break even achieved with £1k post tax profit (FY2024, £1,440k loss)

· Revenue increased 88% to £4,113k (FY2024: £2,191k), 29% before the consolidation of ABISS revenue from acquisition on 6 September 2024

· Strong Gross profit margin of 77% (FY2024: 81%)

· Strategic purchase of Abiss - £985k of net assets purchased for £68k

· Cash burn over the twelve-month period significantly reduced

· Cash balance £3,567k (31 March 2024: £3,931k) 

Geoff Berg, Chairman of RUA Life Sciences, commented:

"Compared to other industries, growing a medical device business can be frustratingly slow due to the necessary regulatory requirements; however, the past 12 months have been exceptional, with a doubling in the scale of the business. The new business opportunities being pursued are equally exciting and, if successful, will add further to the growing high-quality revenues."

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596), which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

For further information contact:

RUA Life Sciences Tel: +44 (0)1294 317073

Geoffrey Berg, Non-Executive Chairman

Bill Brown, Chief Executive

Lachlan Smith, Group Chief Financial Officer

Cavendish Capital Markets Limited

(Nominated Adviser and Broker) Tel: +44 (0)20 7220 0500

Giles Balleny/Isaac Hooper (Corporate Finance)

Jamie Anderson (Broking)

Michael Johnson (Sales)

About RUA Life Sciences

RUA Life Sciences plc is the ultimate parent company of the Group, whose principal activities comprise exploiting the value of its IP & know-how, medical device contract manufacturing and development of medical devices.

CHAIRMAN'S STATEMENT

I am pleased to present the second interim statement covering the 12 month period to 31 March 2025. As previously announced to shareholders, the Company extended its reporting period to 30 September 2025, and the full 18 month period report and accounts will be published during January 2026. These interim accounts do, however, cover a year's trading at RUA and, compared to the previous year-end results, demonstrate the substantial progress made during the year.

The focus of the business over the past twelve months has been to increase the size and scale of our medical device and component manufacturing business whilst keeping a tight control over costs. Growing a medical device business in the short term is not straightforward as customer decisions and timelines are driven by strict regulatory considerations rather than shorter term financial objectives. Although frustrating compared to other industries, the compensation tends to be the attractive margins achievable and the longer term nature of supply contracts.

Against this general industry background, the results are encouraging.

Revenue

In the year to 31 March 2025, Group revenues grew by 88% from £2,191k to £4,113k, achieving much of our 2-3 year objective to double revenues within the period. All of the revenue-generating business units have contributed to this growth, with Biomaterials growing 18% from £496k to £587k, the Medical Device and Components business increasing 110% from £1,679k to £3,526k. Of this growth, £550k (33%) was contributed by the UK Contract Manufacture business. On 6 September 2024, the Group acquired the business of ABISS France, and in the period from the acquisition to 31 March 2025, contributed further revenue of £1,296k.

Gross Profit

Over the period, gross profits increased by 79% from £1,776k to £3,172k. The Gross Margin, however, fell from 81% to 77% over the period. This reduction is partly due to the Biomaterials business, on which gross margins remain at over 94%, being diluted by the faster-growing contract manufacturing business. The margins were also depressed by the integration of ABISS Group. The underlying margin in both the Biomaterials and UK Contract manufacture business increased during the period, but the Gross Margin recognised at ABISS during the period was a lower 68% reflecting on consolidation the fair value of work in progress held on the date of acquisition. The normal gross margin at ABISS has historically been around 75% and is expected to return to those levels in the medium term.

Other Income

Other income is represented in the main by the bargain purchase gain on the acquisition of ABISS. Having concluded the fair value calculation of the assets and liabilities of ABISS, the gain amounts to £917k. Of this gain £322k reflects the recognition of the work in progress, the attributed value of which had the resultant depressing impact on gross margin recognised on consolidation.

Costs

A key objective is to control the costs within the business. Over the period, administration costs increased by 10% to £4,161. This increase is represented by the overheads within the acquired ABISS business of £757k and savings made within the UK business as a result of an organisational restructure enabling higher levels of activity and efficiency.

Break-even for the period

As a result of tight cost control, growth in revenues and the initial benefits of the ABISS acquisition, a small post-tax profit of £1k was achieved compared to a loss of £1,440k in the comparative 12 month period.

Cash

Over the 12 months to March, the business saw consolidated cash balances reduce from £3.9m to £3.6m, representing cash consumption of £0.3m. This reduced level of cash burn demonstrates improved cost control, and management is committed to further reducing cash burn over the remaining six months of the financial period to September 2025.

Acquisition of ABISS

On acquisition, RUA paid £68k for the entire issued share capital of ABISS (France), together with a 60% interest in ABISS (Poland), a distributor of ABISS-manufactured medical devices. The (preliminary) fair value of the identified net assets on acquisition has been adjusted to £985k, resulting in a bargain purchase gain of £917k.

ABISS is the legal manufacturer of pelvic floor repair devices under CE Mark and a subcontract manufacturer of the same devices for a US manufacturer. ABISS was purchased with a short-term order backlog, which was fulfilled in the period. However overall, inventory levels at ABISS's customer had been increased to levels higher than required due to the supply chain risk as a result of the status of the former parent of ABISS. There will be a period of reduced orders as this excess inventory is worked through the system. However, ABISS is not anticipated to be a drag on the Group during this period.

There are structural changes in the competitive landscape within the European pelvic floor device market, driven by two of the market's major players. One has withdrawn entirely from the European market, while another has transferred its product portfolio to a business with no current European presence. The structural impact is believed to affect around 70% of an estimated market of more than €25 million. These products will still require to be sourced by hospitals. ABISS 's customers should benefit from this opportunity, but ABISS is also seeking to expand its distribution networks for its own product range. ABISS has manufacturing capacity to supply a significantly larger market share, and as an indication of the operational gearing within the business, it has historically achieved a 30% net margin on revenues of over €3 million.

Business review

Since the equity fund raise in December 2023, significant progress has been made by the business in its objectives of growing the contract manufacturing business and controlling costs. The progress and potential have been accelerated through the purchase of ABISS and deepening relationships with major customers allowing a shorter pathway to profitability. Over the same period, little of the progress made by the Company has been reflected in the share price, and indeed it has not progressed from the heavily discounted price of the fund raise.

The business had previously been pursuing a strategy of developing its own devices to bring to market, however, the ability to exploit these business areas was prohibited by the quantity of capital and the cost of that capital. The strategy was therefore switched to focus on the biomaterials and contract manufacturing part of the business.

We believe that the historical investment in both grafts and heart valve material will result in revenues to the group through a combination of licensing income and device/component manufacturing revenues. It is however counterproductive to have market expectations based on the potential to exploit IP at a time when the Company is marketing and negotiating potential contracts. Rather than provide a commentary of developments, we will focus on reporting the outcomes of deals once completed.

Focus for growth

RUA has been profitable on an occasional monthly basis over the period and is much closer to our objectives of being profitable on a sustainable basis. The opportunities for growth identified and being actively pursued are:

· Biomaterials

o  Continuation of organic growth from existing licensees.

o  Additional growth opportunities from signing new license agreements in new fields of use.

· Medical Devices and Components

o  Increase the customer base for Contract Manufacture development projects, leading to long-term supply contracts.

o  Deepen the relationship with existing customers by supplying more of their supply chain needs for current products.

o  Introduce existing customers to RUA IP and technology to help develop next-generation devices.

o  Increase market penetration of ABISS-manufactured devices through both existing and new sales channels.

· Structural Heart and Vascular

o  Increase IP and royalty revenue from licensing RUA-developed technology (graft and heart valve).

As mentioned at the beginning of my report, compared to other industries, growing a medical device business can be frustratingly slow due to the necessary regulatory requirements; however, the past 12 months have been exceptional, with a doubling in the scale of the business. The new business opportunities being pursued are equally exciting and, if successful, will add further to the growing high-quality revenues.

Geoff Berg, Chairman24 June 2025

CONDENSED INTERIM CONSOLIDATED STATEMENT OF PROFIT OR LOSS

CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONDENSED INTERIM CONSOLIDATED CASH FLOW STATEMENT

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. Reporting entity

RUA Life Sciences plc ("the Company") is a public limited company and is domiciled and incorporated in Scotland with number SC170071. The Company is listed on the AIM market of the London Stock Exchange (ticker: RUA, ISIN: GB0033360586)

The registered office is

2 Drummond CrescentIrvineAyrshire

KA11 5AN

These condensed consolidated interim financial statements as at and for the twelve months ended 31 March 2025 comprise the company and its subsidiaries (together referred to as 'the Group'). RUA Life Sciences plc is the ultimate parent company of the Group, whose principal activities are contract design and manufacture of medical devices and exploiting the value of its IP and know-how.

2. Basis of preparation

These interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 March 2024 were approved by the Board of Directors on 23 July 2024 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

As permitted, these interim financial statements have been prepared in accordance with UK AIM Rules and UK-adopted IAS 34, "Interim Financial Reporting". They should be read in conjunction with the annual financial statements for the year ended 31 March 2024, which have been prepared in accordance with UK-adopted international accounting standards, consistent with the IFRS framework adopted in UK law. The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 March 2024, as described in those annual financial statements.

Where new standards or amendments to existing standards have become effective during the year, there has been no material impact on the net assets or results of the Group.

The financial information is presented in pounds Sterling, which is the functional and presentational currency of the Company. Balances are rounded to the nearest thousand (£'000) except where otherwise indicated.

These Interim Financial Statements were authorised for issue by the Company's Board of Directors on 24 June 2025.

Going concern

The Directors have considered the applicability of the going concern basis in the preparation of the financial statements. This included the review of financial results, internal budgets and cash flow forecasts for the period of at least 12-months following the date of approval of these interim financial statements.

In assessing whether the going concern assumption is appropriate, the directors have considered the Group's existing working capital and are of the opinion that the Group has adequate resources to undertake its planned program of activities for a period of at least 12 months from the date of approval of these financial statements.

Principal Risks and Uncertainties

The principal risks and uncertainties affecting the business activities of the Group remain those detailed on pages 22-24 of the Annual Report 2024, a copy of which is available on the Company's website www.rualifesciences.com 

Profit/(Loss) per share

Profit/(Loss) per share has been calculated on the basis of the result for the period after tax, divided by the weighted average number of ordinary shares in issue in the period of 62,060,272. (31 March 2024: 62,060,272).

3. BUSINESS SEGMENTS AND REVENUE ANALYSIS

The principal activity of the RUA Life Sciences Group comprises exploiting the value of its IP & know-how, medical device manufacturing and development of cardiovascular devices.

Following the acquisition of the ABISS Group on 6th September 2024 and an internal organisation and reporting review, the Board has decided to rename the business segment formerly known as Contract Manufacturing to Medical Devices and Components to more accurately describe it. This change incorporates revenues generated from contract manufacturing of medical devices, manufacturing and sale & distribution of medical devices into a single reporting segment. This change is consistent with both how the business will be managed and be reported internally in the future. The following analysis by segment is presented in accordance with IFRS 8 on the basis of those segments whose operating results are regularly reviewed by the Chief Operating Decision Maker (considered to be the Chief Executive Officer) to assess performance and make strategic decisions about the allocation of resources. Segmental results are calculated on an IFRS basis.

A brief description of the segments of the business is as follows:

· Biomaterials - Licensor of Elast-EonTM polymers to the medical device industry.

· Medical Devices and Components - End-to-end contract developer, manufacturer, and seller of medical devices and implantable fabric specialist.

· Vascular - Development and commercialisation of the Group's Elast-Eon sealed Vascular Graft products.

· Structural Heart - Development of the Group's Elast-Eon composite heart valve material AurTexTM.

Operating results which cannot be allocated to an individual segment are recorded as central and unallocated.

Segment revenue represents revenue from external customers arising from sale of goods and services. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

The Group's revenue from continuing operations to destinations outside the UK amounted to 100% (year to 31 March 2024: 100%). The revenue analysis below is based on the region of registration of the customer:

The Group's revenue for 12 months to 31 March 2025 is segmented as follows:

The Group's revenue for 12 months to 31 March 2024 is segmented as follows:

The Group's Segmental analysis for 12 months to 31 March 2025 is segmented as follows:

Additions to non-current assets represent capital expenditure incurred by the Group during the reporting period, including purchases of property, plant and equipment, and right-of-use assets arising from new lease arrangements. This excludes any assets or fair value adjustments recognised as part of business combinations, which are reflected within segment assets but not reported as current period additions.

The Group's Segmental analysis for 12 months to 31 March 2024 is segmented as follows:

4. BUSINESS COMBINATIONS

On 6 September 2024, RUA Life Sciences acquired the assets of Analytic Biosurgical Solutions SAS, ("ABISS ") for a cash consideration of £68,000 (€80,000) through a transaction facilitated by the French courts. ABISS was part of a wider medical devices group which went into insolvent liquidation in June 2021 because of the impacts of Covid. Although the parent company was in liquidation, ABISS itself was not placed in receivership/liquidation. ABISS has continued to trade solvently and has traded within its own financial resources. There is no future, deferred or contingent consideration due on this transaction. Further details of the acquisition are detailed in the Chairmans statement.

As part of the acquisition, the net identifiable assets' carrying value was determined to be £985,000, which exceeds the total consideration transferred of £68,000. Consequently, a gain on a bargain purchase of £917,000 has been recognised in profit or loss as of the acquisition date.

This gain reflects the favourable terms of the transaction, arising primarily from the purchase through court proceedings at a value significantly below the fair value of the assets acquired.

The Group intends to complete the review of the fair value of the acquired assets and liabilities during the annual reporting process for the 18-month period ending 30 September 2025, as permitted under IFRS 3-Business Combinations. Thus, the accounting is currently provisional.

Details of the Acquisition:

· Date of Acquisition: 6 September 2024

· Consideration Transferred: £68,000

· Carrying Value of Identifiable Net Assets Acquired: £985,000

· Gain on Bargain Purchase: £917,000

· Recognition of Gain: Included under "Other Income" in the Statement of Comprehensive Income for the period ended 31 March 2025

The Group continues to assess the fair value of assets and liabilities acquired in the ABISS transaction. As of 31 March 2025, these amounts remain provisional and may be subject to further adjustment as permitted under IFRS 3 during the measurement period. The updated provisional fair values at 31 March 2025 are as follows.

Details of the consideration paid and the fair value of net assets acquired are as follows:

5. GOODWILL

The final valuation following the acquisition of RUA Medical Devices Limited gave rise to adjustments being required to the value of intangibles recognised in the Interim Report for the six months ended 30 September 2020, and lead to the following goodwill being recognised:

No impairment review has been carried out in the six-month period.

6. OTHER INTANGIBLE ASSETS

As part of the acquisition of Analytic Biosurgical Solutions SAS ("ABISS") on 6 September 2024, the Group recognised identifiable intangible assets with a carrying value of £391,000. These assets primarily related to previously capitalised research and development expenditure.

During the measurement period permitted under IFRS 3, management conducted a detailed review of the acquired intangible assets as part of the purchase price allocation process. It was determined that the assets did not possess standalone commercial value. As a result, the full amount was impaired retrospectively in the financial statements, with no residual net book value at the reporting date.

7. PROPERTY, PLANT AND EQUIPMENT

8.  INVENTORIES

Inventories consist of the following:

The cost of inventories recognised as an expense and included in cost of goods sold amounted to £212k (2024: £36k).

9. TRADE AND OTHER RECEIVABLES

10.  CASH AND CASH EQUIVALENTS

11. BORROWINGS & LEASE LIABILITIES