Transforming
lives
Annual Report and Accounts 2025
Contents
Strategic report
1
About us
2
At a glance
3
How it works
5
Chairman and Chief
Executive Officer’s review
7
Market need
9
Business model
10
Purpose and cultural values
11
Environment, social and governance
26
Strategic framework
27
Key performance indicators (“KPIs”)
29
Our products
30
R&D report
32
Effective risk management
33
Principal risks and uncertainties
36
Financial review
Governance
38
Board of Directors
40
Corporate governance report
48
Our s.172(1) statement
50
Nomination Committee report
52
Audit and Risk Committee report
55
Report of Directors’ remuneration
63
Directors’ report
65
Statement of Directors’ responsibilities
Financial statements
66
Independent auditor’s report
76
Consolidated income statement
77
Consolidated statement of comprehensive income
78
Consolidated statement of financial position
79
Consolidated statement of changes in equity
81
Consolidated cash flow statement
82
Notes to the consolidated financial statements
125 Company balance sheet
126 Company statement of changes in equity
127 Notes to the Company financial statements
131 Glossary
132 Shareholder information
About us
Our purpose is to transform
patients’ lives and the lives of
people around them…
…through our vision of breaking new
ground in immunology treatment
through specialist expertise.
Delivered through our strategy
Expanding in Europe and Asia
Strong pipeline
US entry
See more on page 26
Underpinned by our values
Patient First
Visionary
Menschlichkeit
Commitment
See more on page 10
1
Allergy Therapeutics plc
Annual Report and Accounts 2025
At a glance
Allergen immunotherapy addresses the
cause of allergy, not just the symptoms.
Locations
Sales
Direct presence
Distributor
Future markets
Pollinex | 36%
Pollinex Quattro | 35%
Other | 8%
Acarovac | 6%
Tyrosine S/TU | 5%
Venomil | 5%
Oralvac | 5%
Germany | 48%
Spain | 17%
Austria | 10%
Netherlands | 7%
Italy | 5%
Switzerland | 4%
UK | 3%
Czechia & Slovakia | 3%
Other | 3%
Sales by
country
FY25 %
Sales by
product
FY25 %
Strategic report
2
Allergy Therapeutics plc
Annual Report and Accounts 2025
Allergies are the immune system’s
response to substances it thinks
are a threat but which are usually
harmless, such as pollen, house dust
mites or animal fur.
Allergies can vary greatly in severity. At best they
are annoying, at worst they can be life-threatening.
Commonly used medicines, such as
antihistamines and steroid-based medicines, are
often used to address the symptoms of allergies;
however, the symptoms can return once you stop
taking the medicine because they only suppress
symptoms. Immunotherapy is the only treatment
which affects the underlying cause of an allergy.
Immunotherapy involves administering gradually
increasing doses of an allergen extract (e.g. grass
or tree pollen) in order to reduce the symptoms of
allergy, such as sneezing, an itchy or runny nose,
a blocked nose or itchy, watery eyes.
It was first carried out over 100 years ago and is
now in widespread use around the world. It is
sometimes referred to as desensitisation therapy.
Subcutaneous immunotherapy is the most
common form of specific immunotherapy and
involves a course of injections that build up
tolerance to particular allergens through small,
controlled doses.
Over time, this desensitises the inappropriate
immune response so the body doesn’t overreact
and create the histamine release that causes
allergy symptoms.
Sublingual immunotherapy is an alternative to
injected immunotherapy. For this form of
treatment, daily drops or tablets containing the
specific allergen are placed under the tongue.
The first dose of the sublingual immunotherapy is
usually administered in a clinic under observation,
then the patient will be required to self-administer
the treatment every day at home.
How it works
How does immunotherapy
transform lives?
Strategic report
3
Allergy Therapeutics plc
Annual Report and Accounts 2025
How it works continued
Allergen immunotherapy addresses the
cause of allergy, not just the symptoms.
No treatment
Histamine leads to classic symptoms
of allergy
4
Patient comes into contact
with an allergen
Treatment
Treated with
allergen‑specific
immunotherapy
3
IgE binds to immune cells causing histamine
release upon exposure to allergen
Mast
cell
IgE
2
1
Th2 cell stimulates B cells to produce IgE
interleukin-13
interleukin-4
Activated
B cell
T cell
B cell
IgE
IgE
2
Th1 cell stimulates B cells to produce IgG
Activated
B cell
interferon-gamma
T cell
B cell
IgE
IgG
IgG
Increased IgG production inhibits the
production of IgE
Histamine
Mast cell
IgE
IgG
Lower levels of IgE prevent excess
release of histamine and reduce
symptoms of allergy
4
3
Strategic report
4
Allergy Therapeutics plc
Annual Report and Accounts 2025
Peter Jensen OBE
Chairman
10 December 2025
Manuel Llobet
Chief Executive Officer
10 December 2025
Introduction
Our progress this year has been significant, both in
what we’ve achieved as a business and in how it
positions us for future growth.
Through the execution of a clear commercial
strategy in our key markets and by maintaining a
sharp focus on our priority R&D programmes, we
have optimally positioned Allergy Therapeutics for
future growth as our industry navigates a changing
allergy regulatory landscape.
With greater financial stability to advance our
strategic priorities, we have continued to
selectively invest in strategic growth-related
projects, including enhancement of our
manufacturing capabilities to meet market
demand – key to our ambitious strategy. Alongside
continued cost controls throughout the year, the
Group is well positioned to deliver on its
commitment to transform patient care in allergy
while building sustainable value for the Company
and shareholders.
Financial performance
The Group maintained stable financial
performance in 2025 which, alongside the pivotal
advancements in our R&D pipeline and a shifting
regulatory landscape in the European allergy
treatment market, supports our outlook for
future growth.
Our long-term funding secured during the period
with Hayfin Healthcare Opportunities LuxCo
S.a.r.l., a fund advised by Hayfin Capital
Management LLP, and the continued support from
our major shareholders, SkyGem Acquisition
Limited (an affiliate of ZQ Capital Management
Limited) and Southern Fox Investments Limited,
enabled the Group to continue the progression of
key R&D programmes, enhance our supply chain
and invest in strategic priorities to drive the
business forward.
The Board believes the Group is well placed to
benefit from the changing regulatory environment
in Germany, one of our major markets, and the
upcoming end of the TAV transition period in 2026.
As unregistered allergy treatments are withdrawn
from the market, as is expected, in a national
regulatory shift to fully licensed products, Allergy
Therapeutics is in a position of strength, due to the
breadth of our existing registered product
portfolio and the scale of our commercial
operations.
For further information about our financial
performance please see page 36.
Clinical development
Grass MATA MPL – delivering a step
change in the management of grass
pollen allergy
The submission of our Marketing Authorisation
Application to the Paul-Ehrlich-Institut in Germany
at the end of 2024 for Grass MATA MPL was a
significant milestone and a significant
achievement by our team. This next-generation
subcutaneous immunotherapy (“SCIT”) candidate
to address the cause of allergic rhinoconjunctivitis
due to grass pollen has the potential to be a major
treatment advance for the many people who
suffer from this form of seasonal allergy. The
regulatory submission has been a significant
investment of time and resources for the Group.
Alongside that work, substantial efforts continue
within our commercial and medical affairs teams
to prepare for the product’s commercial launch.
This will ensure that we can provide it to patients
who could benefit from it as soon as possible.
Importantly, in February 2025, comprehensive
Phase III data from the pivotal G306 trial were
published in the journal ‘Allergy’, reinforcing the
treatment’s efficacy and safety profile and
supporting the regulatory application with robust
peer-reviewed evidence.
Our investment in this product candidate
reflects our continued belief in its potential.
In October 2025 we continued the development
programme, screening the first paediatric patients
for year 2 in the Group’s Phase III G308 trial. This
trial is the first time a grass pollen SCIT has been
evaluated long-term in a paediatric population, a
significant milestone for the allergy field and one
that reflects our commitment to advancing new
treatment approaches for patients.
For further information on Grass MATA MPL
please see the R&D report on pages 30 to 31.
VLP Peanut – a next-generation
peanut allergy immunotherapy
The clinical development of the Group’s
innovative, short-course peanut allergy
immunotherapy candidate, VLP Peanut, via
subcutaneous injection, continues to progress
well. The Phase I/IIa PROTECT trial moved to its
final phase of treatment during the period, with
healthy volunteers receiving subcutaneous doses
of the candidate immunotherapy beyond the
expected therapeutic dose, establishing a strong
safety margin. In addition, the third of four planned
cohorts of peanut allergic patients continued to
progress through dose escalation, also at levels
beyond the anticipated therapeutic range.
An interim analysis of the first two of the four
cohorts of peanut allergic patients in the PROTECT
trial showed that treatment with VLP Peanut
resulted in a meaningful dose-dependent reduction
in skin sensitivity to peanut allergen, with treated
patients in cohort 2 showing a 48% reduction in
wheal size after the skin prick tests compared to an
8% reduction in those treated with placebo.
Additionally, a comparison of the biomarker profile
between treatment and placebo pointed to VLP
Peanut driving a reduction in allergic response to
the major peanut allergen, Ara h 2.
Chairman and Chief Executive Officer’s review
Strategic report
5
Allergy Therapeutics plc
Annual Report and Accounts 2025
Chairman and Chief Executive Officer’s review continued
Clinical development continued
VLP Peanut – a next-generation
peanut allergy immunotherapy
continued
The interim analysis data represent the first
demonstration of an immunologic response using
a nanoparticle-based approach in peanut allergic
patients. Results from PROTECT to date have
established that this immunotherapy candidate
not only circumvents triggering allergic reactions
but also effectively modulates the immune
system, potentially leading to long-term
protection. The consistency in immunological
response seen at these early doses, combined
with the consistent, positive safety profile, is
particularly encouraging.
Peanut allergy remains a growing public health
concern, particularly in the US and Europe, with
limited effective treatment options. There remains
an urgent and compelling need for a therapy that
ensures sustained protection during extended
treatment-free periods.
We believe this product has the potential to be a
groundbreaking, disease-modifying
immunotherapy that could bring a significant
positive impact to the lives of patients, families
and health systems affected by peanut allergy.
We are keen to present preliminary efficacy data
based upon biomarkers by the end of this year and
to identify an optimal therapeutic dose for Phase II
development.
For further information on VLP Peanut please see
the R&D report on pages 30 to 31.
Maintaining scientific leadership
Communicating to the broader healthcare
community remains a key aspect of our work and
it is a great source of pride that Allergy
Therapeutics maintained its significant presence
at the major annual allergy-focused scientific
conferences this year, sharing the latest
advancements from our pipeline at the American
Academy of Allergy, Asthma & Immunology / World
Allergy Organization (“AAAAI”/“WAO”) Joint
Congress and the European Academy of Allergy
and Clinical Immunology (“EAACI”) Congress.
At the EAACI Congress, Allergy Therapeutics
furthered its commitment to advancing allergy and
immunology research and innovation by
collaborating with EAACI to support the
Academy’s Early Career Research Award.
Encouraging the next generation of researchers is
vital to advancing our understanding of allergy and
translating innovation into new therapeutic
approaches that can meaningfully improve the
lives of people living with allergies. Alongside
EAACI, we were proud to play our part in fostering
scientific excellence, and we congratulate, again
award winner Dr. Janice Layhadi, a Research
Associate at Imperial College London’s National
Heart and Lung Institute and a rising star whose
research is at the forefront of allergy and
immunology research.
Through the year, we maintained our commitment
to sharing data and insights from our research with
scientific colleagues, with publications in leading
allergy journals. These included comprehensive
datasets and learnings from our Grass MATA MPL
Phase III programme in Allergy and early research
validating the mechanism of action of VLP Peanut
in The Journal of Allergy and Clinical Immunology.
Corporate initiatives
This year we initiated a Company-wide share
option awards programme, a pioneering long-term
incentive plan for all Allergy Therapeutics
employees, regardless of role. The Board’s
decision to launch this programme in 2025
recognises the Group’s strongest strategic
position in recent years and, importantly, the
contributions of everyone across the business to
delivering against our ambitious strategy.
During the period, we undertook a change in our
Nominated Adviser and Corporate Broker – an
important strategic decision aligned with the
Company’s evolving needs and long-term
ambitions. We are grateful to our former adviser
for their guidance and support over the years and
for the important role they played in our journey to
date. We have established a productive and
collaborative relationship with our new adviser,
Cavendish Capital Markets, as we continue to
advance our corporate objectives.
Outlook
Looking ahead, the Board remains confident in the
Group’s prospects, with multiple opportunities for
growth and for value creation from our commercial
business and the progress anticipated within our
innovative pipeline. With strong momentum across
the Group, we are well positioned to deliver on our
commitment to transform patient care in allergy.
Post year end it was announced to the London
Stock Exchange that the Group is exploring a
potential dual primary listing on the Hong Kong
Stock Exchange, alongside our existing listing in
London. This is a strategic move that reflects our
ambition to expand Allergy Therapeutics’
presence in Asia and to strengthen our position as
a global leader in allergy immunotherapy.
Peter Jensen OBE
Manuel Llobet
Chairman
Chief Executive
Officer
10 December 2025
10 December 2025
Strategic report
6
Allergy Therapeutics plc
Annual Report and Accounts 2025
Market need
Allergy Therapeutics is well placed to respond to the
trends driving demand for immunotherapies.
Market need
–
The market is made up of two parts: those with mild to moderate symptoms who can be
treated with over‑the‑counter products and those who suffer from more severe symptoms
for whom immunotherapy treatment may be required.
–
The percentage of allergy sufferers in the population is increasing. The reason is not
completely clear, although it has been suggested this is due to increased urbanisation and
better hygiene.
–
As with most medicines, patients do not always adhere to dosing requirements when the
symptoms are gone, potentially reducing the effectiveness of current treatment.
Market characteristics
–
Over-the-counter products are available at pharmacists while immunotherapy products are
provided via healthcare professionals who specialise in allergies.
–
Most markets for immunotherapy are either mostly subcutaneous (e.g. Germany or the US) or
sublingual (e.g. France or Italy).
–
The European market is mature and grows slowly due to varying levels of reimbursement or
access to immunotherapy treatment.
Our response and innovation
–
Allergy Therapeutics’ unique selling point is ultra-short and short-course treatments to aid
higher patient adherence to treatment.
–
The Group is spending significant amounts on research and development on a range of
products.
–
Real-world evidence (“RWE”) has made significant advancements recently in the
pharmaceutical industry. Typically, RWE was mainly used for analysing electronic health
records and data from wearable devices; however, today this has proven to be one of the
major tools for immunotherapy development and testing. Allergy Therapeutics incorporates
eDiaries into its clinical trials. This provides for greater interaction with the subject via
mobile device for daily observations and improving data collection response through
reminders and alerts.
Pollen allergies
Market need
–
Digitalisation aids the solving of problems through tracking real-life data, ensuring patient
adherence, artificial intelligence (“AI”) driven selection of candidates, analytics and
documentation of all areas of clinical trials, manufacturing and regulatory filings.
–
Given the growth in the analysis of human diseases and the number of pharmaceutical
products being used to treat them, digitalisation is becoming a necessity rather than a
nice-to-have.
–
Machine learning algorithms combined with data analytics can boost predictive medicine
and make it possible to track the effects of different therapies on groups of patients over
time.
Market characteristics
–
This is an expanding market.
–
This market is driven by technology gains in the broader IT area, big data, as well as by
pharmaceutical requirements.
–
AI is becoming pivotal in healthcare as the global AI healthcare market size is expected to
reach $613.8bn by 2034 (figures per Precedence Research).
Our response and innovation
–
Use of digital solutions to record the data from patients enrolled in clinical trials enables
more accurate data gathering. Reminders that pop up on mobile devices ensure patients are
reminded to record their symptoms in real time rather than waiting until they remember, at
which point they may not recall facts clearly.
–
Use of apps to collate and share data on local pollen counts, location of nearest allergy
clinics and reminders to take medication all assist in the maintenance of dosing for patients
to enable them to better control their condition.
Digitalisation
Strategic report
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Allergy Therapeutics plc
Annual Report and Accounts 2025
Market need continued
Regulatory environment
Market need
–
Regulation is critical for the manufacture of pharmaceutical products and their clinical
evaluation.
–
Regulation also creates a level playing field where it is clear to all developers and
manufacturers what is required.
Market characteristics
–
The regulatory environment for the pharmaceutical market is quite mature but there are
some pockets where historical arrangements continue.
–
In Europe, the pollen allergy market is moving to a position where all major allergy treatments
need to have marketing authorisation.
–
In the US, the pollen allergy market for severe allergies is still mostly treated by individual
allergists diluting concentrates and administering them to patients. There is pressure to
move towards GMP manufactured products.
Our response and innovation
–
Allergy Therapeutics already has two platforms that are approved and is working towards
marketing authorisation for the MATA MPL platform.
–
The Group is in regular contact with regulators to collaborate on best practice and develop
meaningful processes.
–
The Group aims to bring the MATA MPL platform, once approved, to the US market as
the first approved subcutaneous product on the market.
Food allergies
Market need
–
There is significant need for products in this sector as current treatments are mostly
achieved through avoidance, with only one product approved and available in the case of
peanut.
–
As with pollen allergies, the percentage of the population with food allergies has increased
significantly over the last decade. Approximately 2.5% of the general population can be
affected by a food allergy. There is additionally more awareness about the issue amongst the
general population.
–
The target for patient treatment in this area is a product that has the potential to substantially
reduce the risk of adverse outcomes upon allergen exposure.
Market characteristics
–
This is an evolving market with only one product approved for peanut allergy. This is a
first‑generation product that builds up tolerance to peanuts through daily treatment over an
extended period.
–
It is likely that treatments for food allergies will be administered by allergists, similar to pollen,
due to their knowledge of treatment and the similarities of the two markets.
–
Peanut allergy is expected to be the most valuable segment within the food allergy market by
2030, with the market projected to reach $1.21bn.
–
The key severe food allergy markets are peanut and other types of nuts, shellfish and dairy.
Our response and innovation
–
The Group has licensed VLP Peanut and developed a product that has the potential to
become a next-generation product with the aim of significantly reducing or eliminating
allergic reactions to peanuts through a small number of injections.
–
The final phase of treatment in the Phase I/IIa VLP Peanut PROTECT trial began in March
2025 and is evaluating the maximum safe and tolerated dose and includes assessment of
biomarker efficacy in peanut allergic patients.
–
Healthy subjects in the PROTECT trial have now received a 400-fold dose increase of VLP
Peanut, providing strong confidence that the VLP technology is safe and well tolerated.
–
Patients allergic to peanuts have received subcutaneous dosing of the immunotherapy
with no safety signals observed.
–
If this product proves to be successful, the same platform could also be used to develop
treatments for other food allergies.
Strategic report
8
Allergy Therapeutics plc
Annual Report and Accounts 2025
Business model
Our purpose is to
transform patients’
lives and the lives of
people around them.
Our resources
What we do
Value creation
Specialist
expertise
The specialist expertise of our
employees drives and inspires
us to transform lives.
Innovation
As a global pioneering team, we
innovate to advance treatments
in immunotherapy.
Income generated
from operations
or funding
Income generated is re-invested
back into our business to drive
growth.
Research and development
We have a strong pipeline of new
products at various stages of
development and continue to enhance
our existing product range.
Manufacturing
We maintain our own and contracted
accredited facilities in the UK and
Spain which produce our medicines for
clinical trials and sale.
Sales
Currently, we sell in 12 markets and
we plan to develop these further
and expand into new markets.
We utilise our resources to create value for all our stakeholders which include patients, employees, healthcare
professionals and investors. Our approach to value creation is underpinned by our cultural values: Patient First, Visionary,
Menschlichkeit (Humanity), Commitment.
Strategic report
9
Allergy Therapeutics plc
Annual Report and Accounts 2025
Purpose and cultural values
Our purpose is to transform patients’ lives
and the lives of people around them.
Our cultural values
Our core beliefs and principles help guide everyone at Allergy Therapeutics to work
towards the same goals; these values shape our vision and support our culture.
We seek to truly understand how patient
lives are affected by allergies.
We make decisions, supported by data, on
what adds value for our patients.
We never compromise on quality and safety
for our patients.
We will always strive for the highest quality
standards for our patients.
We show courage by being innovative and
always look for better ways to do things.
We are not afraid to try new things and learn
from our experiences.
We are pioneering, we are future-focused
and work with drive and passion.
We deliver robust plans by looking ahead to
anticipate future changes, challenges and
opportunities.
We show humanity and treat each other
with honesty and respect.
We treat each other the way we would want
to be treated.
We foster an inclusive culture by valuing
and encouraging different perspectives,
experiences and views.
We work ethically and share information and
ideas in an open way to help others succeed.
We do what is right, even when it is
sometimes difficult, and support each other
to be ourselves.
We approach everything with integrity, we
are fully committed and engaged in what we
do and we never give up.
We walk the talk and do what we say we are
going to do.
We work together as one team and actively
collaborate across team/department/
market boundaries.
We take accountability for our performance
and personal development.
Patient First
Putting patients at
the centre of
everything we do
Visionary
Leading the way
with innovation,
courage and
passion
Menschlichkeit
(Humanity)
Leading the way
with innovation,
courage and
passion
Commitment
Working together as
one team with
integrity
See more on pages 13 and 21
See more on pages 7, 8 and 30 to 31
See more on pages 12 to 15
See more on pages 12 to 15 and 26
Strategic report
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Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance
Operating responsibly
Our
planet
See more on page 16
Our
people
See more on page 22
Our
patients
See more on page 21
Our responsible
governance
See more on page 25
Our purpose is to transform the
lives of our patients and the people
around them. We are committed to
doing this whilst behaving in a socially
responsible manner.
Our ESG strategy focuses on four pillars:
our patients; our people; our planet; and our
responsible governance. Our activities during
the year have delivered progress against all
four pillars.
Allergy Therapeutics’ products transform the lives
of our patients while delivering sustainable value
to all our stakeholders. We understand the value
of aligning our strategic decision‑making to our
purpose, which is supported by a culture of ethics,
quality and patient safety. The business operates
to high standards of governance and compliance.
This year, we have continued to focus on
extending our cash runway and securing funding.
While this has naturally limited the scope for major
environmental initiatives, we have remained
mindful of opportunities to undertake meaningful
ESG actions that are not cost prohibitive. We
believe our stakeholders understand and support
this prioritisation, particularly in the context of
ensuring the long-term resilience of the business.
Strategic report
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Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
Engagement with stakeholders
Engaging with our stakeholders is an integral part
of how we operate as a business. We actively
seek to understand what really matters to them
and ensure that we take this into account in our
decision-making, both at a strategic and an
operational level.
Positive relationships with our stakeholders, who
have an interest in our business and may be
impacted by the decisions we make, are key to our
long-term success.
Stakeholder engagement enables us to continue
to make and deliver our products to patients
around the world and maintain a motivated
workforce and dependable supply chains.
It encourages customer confidence in our
products and helps us maintain close relationships
with healthcare professionals.
This section should be read in conjunction with
the comments from the Chairman and CEO on
page 5 around key issues during the year
impacting stakeholders.
In the table below, and on the following pages, we
set out our key stakeholder groups, their material
issues and how we engage with them.
Investors
We engage with our investors,
shareholders, analysts and banks
to ensure they have a good
understanding of our business,
progress against our strategic
priorities and to address any
concerns.
Key issues for them
–
Sustainable business performance and growth
–
Return on investment
–
Clinical performance
–
Financial performance
Engagement through the year
Ordinarily the Chairman, CEO and CFO attend meetings with investors
to discuss strategic progress, financial and operational performance,
and other matters relevant to shareholders. Following a similar pattern
to the prior year, the Group has predominantly engaged with investors
by way of RNS announcements or during General Meetings. Two of our
major shareholders, SkyGem Acquisitions and Southern Fox, also have
representatives on our Board.
The AGM is an opportunity for shareholders, including non‑institutional
ones, to hear directly from the Board on the Group’s performance and
strategic direction and to ask questions.
The CFO and the Head of Late Phase Project Delivery and
Communications delivered a presentation at the Proactive One2One
Biotech Investor Forum.
Links
Governance:
see pages
40 to 47
Outcomes
–
Clarity on strategy
and approach
–
Understanding
progress against
these goals
Suppliers
Our suppliers play a key role in
helping the business deliver its
purpose to transform the lives of
our patients. We form strong,
sustainable and trusted partnerships
and look to secure excellent value
for money, whilst minimising risk
in our supply chain.
Key issues for them
–
Transparency in the supply chain
–
Responsible sourcing and human rights
–
Compliance with laws
–
Competitive pricing
–
Equitable terms
–
Payment terms
Engagement through the year
Our approach to quality throughout the supply chain helps us to ensure
the products we supply to customers are of the right quality and safety
standards for our patients and the environment. The supply chain is
generally managed by our procurement team. This year, the
procurement team have focused on supplier engagement. In the year,
we were able to mitigate any supply chain risks by pre-ordering key
manufacturing supplies and ensuring we had numerous suppliers for
key materials.
Links
Governance:
see pages
40 to 47
Outcomes
–
Able to stock many key
supplies for continued
vaccine manufacture,
despite shortage of
vaccine components
in the market
Strategic report
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Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
Our people
Our people are essential to the
success and growth of our
organisation. Our team of talented,
experienced and diverse individuals
help us to lead the way in allergy
immunotherapy. We have an honest
and open relationship with our
workforce, encouraging them to
have their say, whilst ensuring they
remain supported. We engage with
each other respectfully and help
make Allergy Therapeutics a fair and
inclusive place to work.
Key issues for them
–
Communication – more clear and consistent
communication during this critical time
–
Wellbeing – having greater awareness of wellbeing
support available
–
Workload – to be manageable and not a cause of
stress
–
Recognition – receiving sufficient performance
feedback
–
Goal setting – knowing what is expected
–
Strategy – being inspired by our mission and
purpose
–
Reward – having a fair reward process
–
Growth – opportunities to progress career and learn
–
Job security – the assurance of continuing
employment regardless of any external forces that
might impact the business
–
Connection – not just doing the job but connecting
socially with colleagues
Engagement through the year
The Company continued to heavily invest in training throughout the year
in line with its value of commitment to take accountability for its
performance and personal development. Full details of learning and
development activities are set out on page 23. Employee engagement
has not been without difficulty during the year as the business
continued its focus to extend its cash runway. It was imperative to the
Company to keep investing in its employees not only by way of training,
but also by making a Company-wide pay increase. Further, wellbeing
days were granted to all employees as well as options through a new
Company-wide share scheme – recognising the desire of the Board for
our employees to share in the value they are creating for our
shareholders. Communications have continued through the year with
scheduled all-company ‘All-Hands’ meetings delivered by members of
our Executive Team which provide updates on key topics in the
business. Further information regarding communication with our
employees can be found on page 23.
Links
Operating
responsibly
– our people:
see pages
22 to 24
Outcomes
–
Continuous training of
employees who drive
the future of the
business
–
A better-informed
workforce, more
aligned with the
strategic direction of
the Company
–
More resilient with
improved morale and
reduced burnout risk
–
A culture where
employees feel valued
and motivated to
contribute
–
Greater clarity of
purpose and alignment
between personal
performance and
business outcomes
–
A more connected
workplace that fosters
collaboration and
shared culture
Our patients
Our patients rely on us to produce
products that can help to transform
their quality of life. Every day we
make a difference to the lives of
patients through the provision of
high-quality products with good
safety and efficacy profiles.
Key issues for them
–
Improving quality of life
–
Efficacy
–
Product safety
–
Convenience
Engagement through the year
For our consumer healthcare products, we engage with patients via
digital channels (websites, social media), advertising (across multiple
media, including TV, print media and in-store promotions in pharmacies
and retail stores), in addition to providing basic product information as
part of our Medical Information function. For prescription-only
medicines, our direct engagement with patients is much more limited,
due to regulatory constraints governing promotional activities.
Links
Business
model: see
page 9
Outcomes
–
Better understanding
of our products and
their safety profile
–
Better outcomes from
treatment
Engagement with stakeholders continued
Strategic report
13
Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
Healthcare
professionals
(“HCPs”)
We care about the needs of our
HCPs. We focus on delivering quality
products efficiently.
Key issues for them
–
Product safety
–
Cost
–
Efficacy
–
Availability
–
Training in the administration of products
–
Continued professional development
Engagement through the year
Our sales force engage with prescribers of our products through regular
meetings, either face-to-face or virtual.
We provide training and information on use of our products via our
medical team.
We have organised symposiums focusing on our pipeline products and
met with HCPs at conferences where they are able to obtain information
from us.
Throughout the year, we published multiple peer-reviewed papers
across our research portfolio, including studies on our peanut allergy
immunotherapy and short-course Grass immunotherapy candidates
presented at the EAACI 2025. Our team received recognition for
high-impact posters and abstracts, reflecting excellence in both
scientific rigour and innovation.
We proudly sponsored the EAACI Early Career Research Award, which
was awarded in June 2025 to Dr. Janice Layhadi for her promising work
in biomarker discovery in allergen immunotherapy. The award includes
an unrestricted research grant of up to €30,000 to support early-stage
scientists advancing allergy and immunology research.
Our R&D and medical teams were heavily involved in international
congresses, delivering posters, hosting symposia and engaging with
peers at events such as the EAACI Annual Congress in Glasgow. These
contributions showcased early‑stage clinical results and innovative
approaches such as our VLP Peanut immunotherapy platform.
Links
Operating
responsibly:
see pages
11 to 15
Outcomes
–
We are perceived to
be a trusted and
reliable partner with a
focus on science and
developing new
technologies
–
HCPs continue their
learning and
development in allergy
immunology
–
Raise awareness of the
impact of allergy and
treatment options
–
Enhanced support for
emerging researchers
through sponsorship
and mentorship
–
Positioned the
Company as a leading
innovator in allergen
immunotherapy and
immunotherapy
development
Engagement with stakeholders continued
Strategic report
14
Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
Communities
We look to minimise any negative
impacts from our operations and to
support sustainable socio‑economic
development and growth in our local
communities.
We recognise that through
proactive, strategic stakeholder and
community engagement we can
increase the profile of the business.
Key issues for them
–
Local employment opportunities
–
Environmental management
–
Operational impacts
Engagement through the year
We actively recruit from the local communities.
Throughout the year, we have remained committed to engaging with
and supporting the communities in which we operate, both locally and
globally. We made targeted donations to healthcare-focused charities
including Inter Care, Medical Aid for Africa, and Phoenix Resource
Centre International, providing essential medical supplies such as
needles and syringes that would otherwise have been destroyed –
supporting both sustainability and access to care.
We responded to emergencies with compassion, offering donations
of products when flooding affected patients undergoing treatment
with our product in Spain.
We continued to celebrate and promote inclusion and diversity by
supporting global awareness events such as International Women’s Day
and the International Day of Women and Girls in Science, highlighting the
contributions of women across our workforce.
Our employees also actively engaged with young people in their local
communities, encouraging future careers in science and technology
through school talks and mentorship.
In addition, we supported awareness initiatives including Food Allergy
Awareness Week and Clinical Trials Day and we proudly participated in
the European Academy of Allergy and Clinical Immunology (“EAACI”)
Annual Congress. A number of employees also took part in the Beat
Allergy Walk & Run 2025, raising funds and awareness for allergy-
related research and support services.
Links
Operating
responsibly
– our people:
see pages
22 to 24
Outcomes
–
Continued its support
for activities in STEM
subjects in Europe
–
A stronger connection
with local and global
communities
reinforced by
meaningful
contributions to
health education,
sustainability and
inclusion
Governments
and regulators
As a manufacturer and distributor of
medicinal products, we must comply
with GMP and GDP. We are regulated
by various authorities in the
territories in which we operate
including the MHRA in the UK. We
look to develop and maintain
constructive relationships with
regulators and the national and local
governments of the countries in
which we operate.
Key issues for them
–
Compliance with regulatory, legal and taxation
requirements
–
Transparency
Engagement through the year
Our Executive Team, regulatory teams and operational management
engage with governments and regulators in the countries in which we
operate. We ensure a collaborative approach in areas such as product
characterisation and clinical study design.
Ensuring we meet our regulators’ expectations to maintain continued
compliance with regulatory legislation is enabled through proactive and
collaborative engagement in direct discussion or other forums such as
contributions in agency-sponsored research.
Links
R&D report:
see pages
30 to 31
Outcomes
–
Open and constructive
relationships with
regulators
Engagement with stakeholders continued
Strategic report
15
Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
Non-Financial and Sustainability
Information Statement
For financial years beginning on or after April 2022,
Companies Act legislation in relation to
climate‑related financial disclosures (“CRFD”) has
been in force and applicable to Allergy
Therapeutics. These requirements are based on
the recommendations of the Task Force on
Climate-Related Financial Disclosures (“TCFD”)
and are organised under the same subject areas:
Governance and Risk Management, Strategy and
Metrics and Targets. The disclosures in this
section refer to the eight items required by CRFD.
The CRFD disclosure requirements:
(a) Description of the governance arrangements
in relation to assessing and managing
climate‑related risks and opportunities.
(b) How they are identified, assessed and
managed.
(c) How these processes are integrated into the
Company’s overall risk-management process.
(d) Description of the principal climate-related
risks and opportunities arising in connection
with the Company’s operations and the time
periods by reference to which those risks and
opportunities are assessed.
(e) Description of the actual and potential impacts
of the climate-related risks and opportunities
on the Company’s business model and
strategy.
(f) Analysis of the resilience of the Company’s
business model and strategy, taking into
consideration different climate-related
scenarios.
(g) Description of the targets used by the Company
to manage climate-related risks and realise
climate-related opportunities and of
performance against those targets.
(h) Description of the key performance indicators
used to assess progress against targets used to
manage climate-related risks and realise
climate-related opportunities and of the
calculations on which those key performance
indicators are based.
Disclosures related to items (a) - (c):
Climate-related risks and opportunities (and ESG
risks and opportunities more widely) are part of a
standing risk and opportunities item for
consideration by the Executive Team at its
monthly meetings. This brings discussion of these
matters into the mainstream of operational
governance of the Group and ensures that they
are on the agenda of the Group’s Executive Team.
The Company Secretary has responsibility for
implementing the Group’s overall approach to ESG
set by the Board. Her Group-wide role gives
visibility to all parts of its operations and her
involvement in setting agendas for the meetings
of the Board, its Committees and the Executive
Team, making up key elements of the Group’s
governance structure, facilitates the consideration
of relevant risks and opportunities in a consistent
and timely manner. The group engaged Flotilla
Group Limited to assist the Company Secretary
in fulfilling this responsibility.
The Group identified and assessed climate‑related
risks and opportunities in the following categories:
–
Physical risks, in the form of acute and
chronic impacts such as the increased severity
of extreme weather events (including flooding,
heatwaves, wildfires and hurricanes) and
chronic alterations (including the rise in mean
temperatures and extreme variability in
weather patterns).
–
Transition risks, which relate to the transition
to a low-carbon economy and could include
policy and legal changes, changing consumer
behaviour and reputational risks.
–
Climate opportunities, such as improved
energy efficiency, new products and services
and new markets.
Our planet
Strategic report
16
Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
Non-Financial and Sustainability
Information Statement continued
We have not seen significant changes in our
business model or strategy or the external
conditions during 2024 and 2025 and
consequently have not re-performed this process.
The risks and opportunities that are included in
our risk-management process therefore remain
unchanged and are outlined below.
A Group risk register is maintained and emerging
risks or changes to risk profiles are reported and
discussed, where appropriate, at Executive Team
meetings. The Executive Team reports on
principal risks to the Audit and Risk Committee on
a quarterly basis for consideration as part of its
responsibilities delegated by the Board (see page
52). While climate and ESG-related risks may not
meet the Group’s criteria for principal risks (and
therefore not be included in the deliberations of
the Audit and Risk Committee and brought to
the attention of the Board), they will be discussed
by the Executive Team. The Audit and Risk
Committee and the Board reviews and
approves the ESG section of the Annual Report
and Accounts.
When evaluating potential risks and opportunities,
we consider their magnitude and likelihood.
Impact and likelihood are both scored out of 5 and
multiplied to give a combined score out of 25.
While there is no specific cut-off for principal risks,
anything above 15 is considered ‘very high’.
Disclosures related to items (d) - (e):
These risks and opportunities have been
assessed over the following time periods:
Short term
Medium term
Long term
2025-2030
2030-2040
2040-2050
Physical risk:
Change in weather patterns
The increased frequency and severity of extreme
weather events in the different climate scenarios
referred to later in this report could threaten the
safety of our primary physical assets, located in
Spain and the UK. In the short term, extreme heat
waves, particularly in Spain, are adversely
affecting the productivity and health of our
employees.
In addition, longer-term rises in temperatures and
increased flooding (either from rainfall or rising
sea levels) could disrupt our access to essential
raw materials.
In the medium and long term, climate-related
disasters will become more frequent and chronic
changes in weather patterns may impact our sites.
Transitional risks:
Low-carbon technology transition
Disruptive climate policies or legal changes could
disturb our supply chain or our manufacturing
processes if we and our supply chain are not able
to respond to them effectively. One impact could
be an increase in costs throughout our supply
chain and the need to address these through
internal efficiencies or potential price rises for
our products. We anticipate changes such as
these to occur in the medium to long term.
Increased raw material costs
Critical minerals and other materials essential for
clean energy production and storage are
expected to increase in price in the short and
medium term due to scarcity and rising demand.
These increased costs are likely to affect the
entire supply chain, placing pressure on all
businesses to apply stringent cost control in other
areas and to review selling prices.
Carbon pricing and regulations
The potential imposition of carbon taxes on
businesses in the short, medium or long term, or
the application of price adjustment mechanisms
(for example, the EU Carbon Border Adjustment
Mechanism) could increase both our direct and
indirect costs, with the same potential outcomes
as for increased raw material costs.
Increasing regulation in areas such as recycled or
recyclable packaging may require changes to our
sourcing of packaging and its cost, and the
processes employed to package our products.
Climate-related opportunity
Public sector incentives
The European Union has introduced public
incentives to facilitate the deployment of clean
technologies. We will monitor the possibility of
utilising these initiatives to assist in our
carbon‑reduction measures.
Disclosures related to item (f):
The climate-related risks and opportunities
described above have been analysed under
three potential climate-related scenarios:
–
The ‘Net Zero by 2050’ scenario described
by the International Energy Agency envisions
a substantial deployment of clean energy
technologies and the rapid adoption of
renewable energy sources. It incentivises
governments, investors and the private sector
to implement global climate commitments,
with the aim of limiting the rise in global
temperatures to 1.5°C by 2050. Developing
economies stand to benefit from this energy
transition, as funding and capacity-building
opportunities become available for
accelerating global energy deployment.
–
The ‘Delayed Transition’, as defined by the
Network for Greening the Financial System
(“NGFS”), portrays a world marked by global
climate inaction until 2030. Consequently,
stringent new policies will be implemented to
halve greenhouse gas (“GHG”) emissions by
2040. These urgent measures will become
necessary as nations grapple with significant
social and economic shocks resulting from a
decade of inaction. This scenario aims to cap
global warming at 1.8°C by 2050, reducing it
to 1.5°C by 2100.
Our planet continued
Strategic report
17
Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
Non-Financial and Sustainability
Information Statement continued
Climate-related opportunity continued
Public sector incentives continued
–
The ‘Current Policies’ scenario by the NGFS
depicts a lack of ambition from both the
governments and the private sector.
Consequently, current global commitments
(e.g. the Paris Agreement) lose momentum, and
there is neither a shared interest nor a
collective effort to achieve Net Zero by
mid-century. Furthermore, climate inaction will
result in global warming reaching 2°C by 2050
and potentially increasing to at least 3°C by the
end of the century. Therefore, governments will
need to confront the adverse consequences of
social inequality, climate-induced migration and
the need for robust adaptation plans.
Physical risk:
Change in weather patterns
Given the requirement to transport most of our
products via controlled-temperature freighters,
we must ensure that these carriers can adhere to
the GDP (Good Distribution Practices) rules,
maintaining and controlling cold conditions while
transporting goods over long distances, especially
during heat waves. We need to consider any
flooding risk, for which we continue to develop a
resilience plan for our site in Worthing. These risks
are more likely to materialise and sooner in the
Delayed Transition and Current Policies scenarios
and they would therefore require detailed
resilience plans to be developed in the short term.
Transitional risks:
Low-carbon technology transition
We have been developing the Energy Centre in
Worthing to strengthen our business security
and are now targeting January 2026 to become
independent from GSK and tackle any
technology risk.
The transition to low-carbon technology will take
place over a longer time period in the Delayed
Transition and Current Policies scenarios. In the
event that governments in our operating territories
implement incentives to encourage businesses to
transition under the Net Zero by 2050 scenario
and/or introduce penalties for continued use of
fossil fuels, we will investigate the measures
available to react to these.
Increased raw material cost, production
costs due to changing input prices
We will commit to use low-carbon materials to
provide our products with more efficient packaging
materials. For our products in Spain, we have
prepared the SIGRE Annual Packaging Declaration
for the 2022-2023 financial year, providing detailed
information on the quantity and type of packaging
placed on the market. Additionally, we will maintain
our commitment to ensure adequate environmental
management of medicines and packaging to align
with our customers’ changing behaviour to address
climate change.
Carbon pricing and regulations
By 2050, we are committed to reducing 95% of
our total carbon emissions so any carbon price or
additional costs of future regulations would have a
minor impact on our financial planning.
Additionally, we are creating alliances with our
packaging suppliers to aim for the use of certified
recyclable materials in our final products.
Disclosures related to items (g) - (h):
We do not currently have any targets in place to
manage the climate-related risks and realise the
climate-related opportunities referred to in this
report and therefore do not have any key
performance indicators. We will reconsider our
climate-related risks and opportunities during the
coming years and set targets and KPIs as part of
this process.
Allergy Therapeutics (July 2024 –
June 2025) – Streamlined Energy
and Carbon Reporting (“SECR”)
During the year, Allergy Therapeutics has
continued to capture emissions data Group-wide.
The collection and creation of the SECR report
was facilitated externally by a third party, who
have been engaged to provide independent
verification of the calculation of our SECR data, in
accordance with the relevant regulations. Under
the SECR requirements, this report covers Scope
1 direct emissions, which include natural gas,
district heating, wood heating, diesel oil,
refrigerant gas and Company-owned vehicles,
Scope 2 indirect emissions which incorporate
electricity and purchased steam, and the only
Scope 3 emissions required to disclose, which are
associated with business travel in employees’
private vehicles.
The results are shown in the table on the following
page. There has been a total of 2,820 tonnes of
CO2e emitted during FY25, which compares to
2,687 tonnes for the prior financial year.
Reporting boundary
To give a comprehensive view of its energy use
and greenhouse gas emissions, Allergy
Therapeutics has chosen to disclose them on a
global basis, not solely those arising from UK
operations. The scope of this report therefore
covers the Company’s worldwide activities and
consolidates data for all applicable sources of
environmental impact over which the Company
has operational control. This includes energy
consumed and emissions generated across
our UK and international sites, as well as those
arising from Company-owned vehicles and
purchased energy.
Measurement methodology
In order to calculate emissions, the 2021 UK
Government GHG conversion factors have been
applied, in line with the GHG Protocol Corporate
Accounting and Reporting Standard. Calculated
GHG emissions have been rounded to two decimal
places. Scope 2 emissions are calculated under a
location-based methodology, in accordance with
HM Government Environmental Reporting
Guidelines: including streamlined energy and
carbon reporting guidance (March 2019 update).
Our planet continued
Strategic report
18
Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
Energy consumption and emissions
Reporting period
July 2024 –
June 2025
Reporting period
July 2023 –
June 2024
Percentage
change
Total energy use covering purchased electricity (kWh)
4,303,344.01
4,271,145.00
1%
Total energy use covering combustion of gas (kWh)
622,768.65
314,253.00
98%
Total energy use covering business travel – Company and grey fleet (kWh)
685,652.82
1,830,901.00
(63)%
Total energy use covering diesel oil (kWh)
87,290.00
439,392.00
(80)%
Total energy use covering steam district heating (kWh)
130,396.00
20,300.00
542%
Total energy use covering purchased steam (kWh)
2,951,984.69
3,256,052.00
(9)%
Total energy use covering wood heating (kWh)
—
41,556.00
(100)%
Total energy use (kWh)
8,781,436.17 10,173,599.00
(14)%
Total emissions generated through use of purchased electricity (tCO2e)
1,958.04
1,173.50
67%
Total emissions generated through combustion of gas (tCO2e)
113.90
67.00
70%
Total emissions generated through business travel - Company and grey fleet (tCO2e)
168.94
632.00
(73)%
Total energy use covering diesel oil (tCO2e)
22.17
104.00
(79)%
Total emissions generated through use of refrigerant gas (tCO2e)
3.20
17.00
(81)%
Total emissions generated through steam district heating (tCO2e)
23.43
4.00
486%
Total emissions generated through purchased steam (tCO2e)
530.32
688.50
(23)%
Total emissions generated through use of wood heating (tCO2e)
—
1.00
(100)%
Total gross emissions (tCO2e)
2,820.00
2,687.00
5%
Total mileage
656,266.67
1,992,682.00
(67)%
Total estate size (sq ft)
221,993.00
221,993.00
0%
Intensity ratio – total gross emissions (kgCO2 per sq ft)
12.70
12.10
5%
Intensity ratio – transport emissions (kgCO2 per mile)
0.26
0.32
(19)%
Our planet continued
Strategic report
19
Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
Energy consumption and emissions
continued
Scope 1 emissions accounted for 5% of total
emissions, driven primarily by the combustion of
natural gas and district heating, with smaller
contributions from diesel and refrigerants. Scope
2 emissions represented the largest share at 89%,
reflecting purchased electricity and steam
consumption across global operations. Scope 3
emissions, covering business travel, accounted
for the remaining 6%.
Overall energy consumption decreased in
FY24/25, but there were notable shifts in specific
sources. Diesel oil use fell sharply compared to
the prior year, with consumption now almost
eliminated across the Group. The only exception
was a one-off 1,000-litre use in Madrid due to a
power outage, alongside a small residual use in
Slovakia.
District heating rose significantly, driven by
increased reliance in Germany and Switzerland,
while purchased steam fell by 9%, reflecting lower
demand at the Worthing site. Wood heating was
fully eliminated in FY24/25, removing a legacy fuel
source from operations.
Finally, refrigerant gas emissions dropped from
17 tCO2e to 3.2 tCO2e, with the small amount
recorded linked to isolated leaks in Madrid.
Energy efficiency
Allergy Therapeutics continues to be committed
to reducing energy consumption and associated
greenhouse emissions in a sustainable way and
has engaged with its energy consultants to identify
and help implement an energy reduction strategy.
This includes the construction of a new energy
centre at the Worthing site, designed to create
independence from shared utilities and introduce
more efficient and sustainable equipment for
generating steam, cooled water and compressed
air. This investment is expected to improve
operational resilience while reducing both energy
intensity and carbon emissions over time.
Our planet continued
Strategic report
20
Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
We strive to deliver the best
immunology treatments for patients.
Our products and their associated
adjuvant technologies address the
causes of patient symptoms rather
than masking them.
We believe the best products for patients are also
the best products for a thriving business.
Therefore, our product pipeline reflects this, with
programmes investigating allergens of serious
concern such as peanut allergy.
Allergies reduce quality of life by preventing
individuals and their loved ones from enjoying the
everyday activities that most take for granted.
At their most severe, allergies can be fatal.
Whatever the severity of an allergy, the wider
implications are negative.
Many patients and their families live in fear and can
feel isolated or excluded. We believe our work in
allergy treatment is transforming the lives of
patients and the lives of the people around them.
For more information on how we engage with our
patients, please see page 13.
Our shorter-course treatments take four to six
injections, over the course of four to 13 weeks.
Alternative therapies in the US can take 50-100
injections and up to 15 across Europe. Our
approach increases efficiency for healthcare
professionals and frees up time for our patients.
During our clinical trials, we continue to use
eDiaries to gather detailed insights from
participating patients. This feedback helps us
refine and improve our treatments.
We are progressing our Grass MATA MPL and VLP
Peanut programmes. In 2024, we commenced our
Phase III paediatric trial for Grass MATA MPL and
submitted our marketing authorisation application.
We also reported positive interim data from the
PROTECT trial.
Biodegradable adjuvants
Adjuvants are added to immunotherapies to
enhance and modify immune responses and can
increase efficacy and reduce the number of
injections required for a treatment. A number of
immunotherapies use aluminium salts as an
adjuvant; however, in the 1970s we began
developing natural biodegradable alternatives
and, today, all our immunotherapies are
aluminium free and feature natural adjuvants only.
Our quality culture
Healthcare professionals rely on our quality
products, our knowledge and our trusted
partnership to deliver the best care for their
patients. The purpose of Allergy Therapeutics is to
transform the lives of our patients and those
around them.
To achieve this, quality and the provision of quality
products becomes integral to all aspects of our
business.
The supply of our products is becoming ever more
complex and, with the significant regulatory
changes taking place across the sector, the
expectations of us are increasingly demanding.
We use our Quality Management System (“QMS”)
to meet the requirements of our customers and
patients in conformance with current legal and
regulatory requirements.
Our manufacturing and distributor licences
underpin our QMS. All of our sites are audited
regularly, by a combination of internal audit,
regulatory inspection and by our pharmaceutical
business partners – we see this as a core part of
doing business.
Quality is part of everything we do, this is set out in
our Code. We work with a quality mindset, always
putting patient safety first. A quality product is
what our patients have the right to expect.
Our employees are trained to have the ability to
understand the importance of quality and to
consider quality in everything they do. Our supply
chain is assessed to ensure the standards we, and
our patients, expect are met and maintained.
Our patients
Strategic report
21
Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
Our people are the key to our
success and we are proud of the
pioneering and groundbreaking work
they carry out that can transform a
patient’s life. For us to succeed, we
need to foster an environment where
our people can flourish.
Pay, retention and recognition
In October 2024, the Group applied a global pay
rise to all employees. In addition, remuneration of
key individuals was reviewed and aligned to
benchmarks and retention initiatives were
implemented for key staff members. All staff
received two wellbeing days in recognition of their
efforts. We continued our commitment to being a
real Living Wage employer in the UK.
In June 2024, the Group’s Remuneration
Committee adopted a new Long Term Incentive
Plan (“LTIP”), with options granted to key
individuals to align long-term value creation with
stakeholder interests. Further LTIP options were
granted in February 2025. In March 2025, the
Company launched new Executive LTIP awards
and Company-wide share option awards, covering
over 100 million shares with a three-year vesting
period. These awards were approved by 99.7% of
shareholders.
We support our employees to make a difference
to the business through a structured performance
management process and feedback.
Furthermore, we provide a competitive
compensation and benefits package.
We recognise our employees’ commitment to the
Group and ensure we celebrate milestone work
anniversaries for all employees by offering
additional annual leave days.
Wellbeing and lifestyle
The wellbeing of our people continues to be of the
utmost importance to the Group.
The Be Well programme in the UK supported
employees with lifestyle management tips,
physical and mental health resources, and
financial wellbeing (including a webinar from
Unum). Initiatives included:
–
Macmillan Cancer Support bake sale and
guidance on supporting loved ones;
–
awareness campaigns on neurodiversity and
provision of feminine hygiene products; and
–
Employee Assistance Programmes were
expanded across countries, offering private
healthcare, remote medical advice, mental
health support and wellness content.
We have continued to ensure our employee
support offer is strong, with Employee Assistance
Programmes continued in many of our countries.
Through our providers, we are able to offer
products such as private healthcare, access to
remote medical and physio advice, mental health
support and a variety of wellness content that we
share with our people.
Where some roles can be carried out remotely
and others must be on site or in the office, the
business has introduced a set of hybrid working
principles throughout the Group that recognise the
benefits to the business, the environment and
individuals of working flexibly, but also the
importance of face-to-face contact and meeting
the needs of our stakeholders.
Our people
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Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
Engagement and communication
We continue to deliver our quarterly internal
newsletters and our All-Hands calls which are
delivered live with recorded versions typically
made available for anyone not able to attend. Both
these avenues have proven to be important
communication pillars in order to provide
operational and strategic business updates as well
as a chance for employees to ask questions.
Ongoing employee feedback plays a vital role in
shaping how we communicate as an organisation.
One area of focus this year has been the structure
and delivery of our All-Hands meetings.
Colleagues expressed a desire to see more
visibility from senior leadership. In response,
these sessions are now regularly led by members
of the Executive Team and include updates on key
business initiatives, strategic direction and
progress. We continue to seek input on topics that
employees want to explore further, helping ensure
these sessions remain relevant and informative.
In the UK, we have developed further internal
communication channels to support people
managers and improve the flow of information.
Initiatives such as Leader’s Link, a monthly session
for all UK people managers, cover essential topics
including performance management and reviews.
The Connection Hub was also introduced – short,
monthly briefings designed to equip managers with
timely business updates that can be cascaded
effectively throughout teams. Additionally, the
Worthing Site Management Team was established
to enhance alignment between senior leadership
and operations management at one of our
largest sites.
Our international offices continue to build on a
strong culture of direct engagement. Local general
managers regularly provide business updates and
connect with employees through informal
initiatives, including relaxed, small-group sessions
that allow for open conversation and feedback.
These touchpoints reflect our global commitment
to two-way communication and fostering a
workplace where all employees feel informed,
involved and heard.
Connecting our people
Following employee feedback from our UK
offices, it became clear that many colleagues
were seeking more opportunities to connect
and unwind with one another outside of their
day‑to‑day roles. This was especially important
for those working in sterile manufacturing
environments, where shift patterns and
operational constraints often limit interaction
across teams. In response, we organised a winter
party to bring employees together in a relaxed
setting, enabling cross‑functional engagement
and reinforcing a sense of community.
Team connection has long been a valued part of
our culture across many of our international
offices, where informal gatherings and staff-led
events are already a regular feature.
This initiative in the UK reflects our ongoing
commitment to fostering meaningful relationships
and creating a sense of belonging in all our
locations – tailored to the needs of each site.
Training and development
We have continued to use the DiscoverLearn
system to assign mandatory training courses on
compliance and information security topics
across the Group. The average global completion
percentage for all mandatory training courses
assigned via DiscoverLearn was 98%.
DiscoverLearn additionally provides employees
with access to learning resources and
opportunities for personal and professional
development. From April 2024, a select list of
optional learning was made available to
employees in our DACH (Germany, Austria and
Switzerland) countries who had previously only
been able to use DiscoverLearn for mandatory
training. Between July 2024 and June 2025, 165
optional learning courses (excluding live
workshops) were used by employees across the
group. These courses included interactive
eLearning, web links, articles, videos and guides.
The most popular training topics focused on
performance management (e.g., meaningful
conversations and objective setting), equity and
diversity, our values and delegation. Live learning
workshops on key business topics (e.g., project
management, coaching, resilience, emotional
intelligence, problem-solving, Excel skills) have
also been delivered by internal and external
trainers. A total number of 186 attendees have
taken part in 23 workshops during this time.
Our employees’ thirst for learning extends beyond
mandatory training. We continue to support the
growth of our employees providing professional
members of staff specific training for their
continued professional development (“CPD”) (for
example, for our legal and financial professionals).
In the UK, the Company ran its ‘You Make the
Difference’ programme for the second year. This
supported 15 team leaders and first-line managers
across Central Functions, Supply Operations,
Quality, and R&D.
The five-part programme included 360° feedback,
DiscoverLearn modules and peer learning.
Outcomes included improved confidence,
delegation and cross-functional collaboration.
In Spain, 87% of employees completed structured
training, totalling 2,409 hours. Key areas included:
–
Pharmacovigilance: 2 participants: Expert in
drug safety and pharmacovigilance and risk
minimisation.
–
Digital Competencies: 2 participants: Digital
generation, Microsoft Analytics Engineer, Digital
generation programme for executives.
–
Languages: 29 participants from all areas took
part in English programs, which included virtual
classrooms, individual coaching, and group
sessions. Each course consisted of 50 hours of
training.
–
GMP Training: 46 participants from the
manufacturing area: Mandatory & annual
refresher training, FDA warning letters
associated with aseptic procedures and
aseptic connections and disconnections.
–
Compliance and Corporate Liability: 1
participant: European Regulatory Framework
and Environmental, Social and Governance.
Our people continued
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Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
Training and development continued
Our entities in Germany, Austria and Switzerland
(“DACH”) delivered 14 external individual and
2 external group training programmes, plus
onboarding and mentoring programmes:
–
Kulturcafé: Internal workshops on
Transformation: culture and people including
14 follow up workshops with all departments
to reflect results of Engagement survey.
–
Leadership development: Various internal
workshops with general management and
managers. 1 external 2 day workshop for
all managers.
Manager training: Leadership workshops
and ‘Leadership Nuggets’ for transformation
and change.
Performance management
Allergy Therapeutics has a culture of encouraging
continuous performance and development in order
to increase productivity and performance. Annual
performance objectives for each employee are
agreed at performance meetings, with check-in
meetings held regularly throughout the year.
Performance is measured against objectives
set for the previous year and individual
performance ratings underpin discretionary
annual bonus awards.
Culture and values
We have four values which comprise of Patients
First, Visionary, Menschlichkeit and Commitment.
Our values go straight to the heart of everything
we do, driving our culture. Our values directly
connect our people and their work at Allergy
Therapeutics to our purpose.
We have robust policies, including our Code which
is an extension of our core values. It is a set of
principles and expectations that guide the
behaviours of everyone working for and on behalf
of Allergy Therapeutics.
For more information on how we are evolving
culture within the business, please see page 10.
Diversity and inclusion
We believe that every person in the Group has a
part to play in creating value. We understand the
benefits of a diverse and inclusive workforce.
All aspects of diversity, including physical and
other disabilities, are considered when making
appointments at all levels. We are keen to develop
diverse talent across the business and to ensure
that opportunities for training, development and
promotion are made equally available to all.
As part of our Diversity, Equity and Inclusion
strategy, we have been providing ways to raise
awareness, educate our employees and create
conversations.
As an equal opportunities employer, we welcome
applications from anyone with the skills,
experience and commitment to succeed. Our
Code sets our expectations to treat everyone
equally and with respect acknowledging that for us
to succeed, we need to foster an environment
where we can flourish. For applicants, as well as
employees with disabilities, this includes
considering any reasonable workplace
adjustments that might support them in fulfilling
their role.
Our gender pay gap reflects the fact that we have
a smaller proportion of women than men
occupying senior leadership roles. More
information can be found in our gender pay gap
report on our website
www.allergytherapeutics.com.
Responsible employer
Allergy Therapeutics is an accredited Living Wage
Employer for its UK operations.
The real Living Wage is higher than the
government’s minimum, or National Living Wage,
and is an independently calculated hourly rate of
pay that is based on the actual cost of living. It is
calculated each year and is announced by the
Living Wage Foundation as part of Living Wage
Week. We are now one of approximately 15,000
employers in the UK who voluntarily choose to pay
the real Living Wage because we believe that a
hard day’s work deserves a fair day’s pay. This
commitment applies to not only directly employed
staff, but also to our third-party contracted staff,
such as our cleaning and maintenance staff.
During the year, the Company implemented
changes in its leadership team and a modest
number of redundancies, ensuring that these
decisions were made in a manner consistent with
its core values. The process was carried out with
a focus on fairness, transparency and
responsibility, aiming to minimise disruption while
supporting those affected. These actions
reflected the Company’s commitment to
maintaining integrity and respect throughout
difficult circumstances.
Our people continued
Strategic report
24
Allergy Therapeutics plc
Annual Report and Accounts 2025
Environment, social and governance continued
At Allergy Therapeutics, our core
values shape how we work and are
at the heart of any decision we
make. We value our reputation.
We want to be a trusted business
partner to all our stakeholders: our
patients, employees, investors,
suppliers and also the communities
in which we operate. Creating,
building and maintaining trust
requires a strong and long‑term
commitment towards high standards
of ethics throughout the entire
business.
Governance Code alignment
This year, we became a member of the Quoted
Companies Alliance (“QCA”) to further strengthen
our governance practices in line with AIM market
expectations. Our Company Secretary and Chief
Financial Officer attended a dedicated session
with QCA CEO James Ashton to understand the
updates made to the QCA Corporate Governance
Code (2023). This engagement reflects our
ongoing commitment to embedding the principles
of effective governance and transparency into our
business. Further information regarding how we
have applied the principles of the QCA Code 2023
can be found on pages 42 to 44.
Ethics and compliance
Our Company-wide Ethics and Compliance
framework sets clear expectations and standards
of behaviour for all employees. It promotes a
culture of integrity and ensures consistency in how
we conduct business globally. Key policies within
this framework include our Business Code of
Conduct, Ethics Policy, Anti-Corruption and
Bribery Policy, Conflicts of Interest Policy, and
Speak Up Policy. We are proud to foster an
environment where employees can raise concerns
in good faith and our Speak Up Policy provides a
safe and confidential mechanism for doing so.
This framework remains a critical channel for
employee feedback and helps strengthen our
internal culture and accountability.
Health and safety
Health and safety continues to be a key
governance priority. This year, it was a regular
agenda item for both the Board and the Audit and
Risk Committee. As part of its oversight
responsibilities, the Audit and Risk Committee
commissioned a review of health and safety
practices at our Worthing site, supporting ongoing
monitoring and improvement of operational safety
standards.
Data protection and privacy
We take our responsibilities around data
protection seriously. During the year, we reviewed
and enhanced our contractual arrangements with
ActiveMind, our external Data Protection Officer
(“DPO”) provider. This review was part of our
standard governance practice to ensure that
we continue to partner with expert providers
and remain fully compliant with applicable data
protection regulations.
Modern slavery and human rights
The Board continues to oversee our commitment
to ethical labour practices. It approved our
updated Modern Slavery and Human Trafficking
Statement, which is published on our corporate
website. The statement outlines the steps we
are taking to mitigate the risk of forced labour
and exploitation within our operations and
supply chain.
We believe that our own operations present
minimal risk, but recognise that a higher level of
risk is posed by the suppliers we engage with
to provide goods and services.
Our responsible governance
Strategic report
25
Allergy Therapeutics plc
Annual Report and Accounts 2025
Strategic framework
Expanding in Europe and Asia
Strong pipeline
US entry
Strategic priorities
–
Strongly performing profitable business
–
Growing existing market share, additional product registrations
and entering new markets
–
Drive market position by world-class supply chain and
increased patient adherence
–
Explore a dual primary listing on the Main Board of
The Stock Exchange of Hong Kong Limited
Strategic priorities
–
New technologies underpin pipeline depth in convenient
products
–
Investment strategy supported by improving Adjusted EBITDA
(as defined in Note 4)
Strategic priorities
–
Significant opportunity in largest allergy market
–
Develop market access approach and relationships
–
Secure funding for successful clinical development plans to
deliver market access strategy
Progress in 2024/25
£55.0m
Progress in 2024/25
7 products in pipeline
Progress in 2024/25
Net sales of £55.0m (2024: £55.2m) were broadly flat reflecting an
earlier-than-expected impact of the approaching change in the
German regulatory landscape as the end of the TAV transition
period is reached in 2026. On a constant currency basis revenue
grew at over 2%.
The Group achieved an Adjusted EBITDA loss of £9.0m for the
year (2024: loss £7.6m). The loss before tax was £39.2m (2024:
£39.2m). The slightly increased Adjusted EBITDA loss was a
reflection of the flat revenue performance combined with
investments in strategies to support future growth. See Note 4
for the definition of Adjusted EBITDA (an alternative performance
measure) and a reconciliation to the nearest equivalent IFRS
measure.
Submission of the Grass MATA MPL Marketing Authorisation
Application (“MAA”).
For the Grass MATA MPL programme, the five-year long paediatric
study (G308) screened and enrolled its first subjects and then
treated them later in Q4 2024. The G308 trial is designed to
evaluate the long-term efficacy and safety of Grass MATA MPL in
paediatric subjects.
The VLP Peanut clinical programme continues to advance with Part
A of the PROTECT study, completing the interim analysis of the first
two cohorts of peanut allergic patients. This showed that treatment
with VLP Peanut resulted in a meaningful dose-dependent reduction
in skin sensitivity to peanut allergen, with treated patients in cohort
2 showing a 48% reduction in wheal size after skin prick tests
compared to an 8% reduction in those treated with placebo. In
addition, a comparison of the biomarker profile between treatment
and placebo points to VLP Peanut driving a reduction in allergic
response to the major peanut allergen (Ara h 2).
The trial’s external safety review committee has agreed that all
doses administered so far have been safe and well tolerated.
US key opinion leaders involved in P101 VLP Peanut
(PROTECT) trial.
Plans underway for discussions with the US FDA on progression
of clinical programme including the study G307 to meet the
required total number of US subjects treated using the product
intended for registration.
Objectives for 2025/26
Objectives for 2025/26
Objectives for 2025/26
Sales recovery
Continue the long-term paediatric trial for Grass MATA MPL
Progression of both the VLP Peanut clinical and Grass
MATA MPL programme towards registration
Improvement in gross margin
Successfully launch Grass MATA MPL in Germany
Improvement in Adjusted EBITDA, as defined in Note 4.
Complete the VLP Peanut PROTECT study
Strategic report
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Allergy Therapeutics plc
Annual Report and Accounts 2025
Key performance indicators (“KPIs”)
We measure performance
against key performance
indicators which are
selected to reflect Group
strategy.
Financial measures
Net
revenue1
Adjusted
EBITDA2
R&D
expenditure
Cash and
available facilities3
£55.0m
£(9.0)m
£15.4m
£12.8m
2022
£72.8m
2023
£59.6m
2024
£55.2m
2025
£55.0m
2022
£7.3m
2023
£(11.3)m
2024
£(7.6)m
2025
£(9.0)m
2022
£15.7m
2023
£20.1m
2024
£22.9m
2025
£15.4m
2022
£20.5m
£10.0m
2023
£14.8m £14.75m
2024
£12.9m
2025
£12.8m £0m
£0m
Available committed facility
Cash
Why is it a KPI?
Net revenue tracks the Group’s ability
to generate and fulfil demand for its
products. ‘Net revenue’ is as defined in
IFRS 15.
Why is it a KPI?
Adjusted EBITDA is a measure of the
Group’s ability to generate cash for
reinvestment in product development.
This is an alternative performance
measure, see Note 4 for a reconciliation
to loss before tax, the equivalent IFRS
measurement.
Why is it a KPI?
R&D expenditure tracks the Group’s
investment to develop existing and new
products.
Why is it a KPI?
Cash and available facilities measures
the resource that we have to fund
trading and research and development
activity until products can be sold.
Performance
Revenue for the year was steady,
halting the decline in recent years due
to supply constraints from the
manufacturing pause in 2022 and
capacity allocated to investigational
medicinal product batches for use in
clinical trials.
Performance
The decline of recent years was halted
in 2024 as a consequence of cost-
saving initiatives. In 2025 the loss
increased slightly reflecting flat revenue
performance combined with targeted
investments in strategies to support
future growth.
Performance
Year on year the Group has invested
less in R&D mainly due to the prior
period including the peak activity of the
Group’s pivotal G306 Phase III trial of
Grass MATA MPL, which successfully
met its primary endpoint during FY24.
During FY25 the Group commenced its
five-year paediatric study (G308) and
continued to progress the Phase I/IIa
VLP Peanut PROTECT trial.
Performance
Sufficient cash and available facilities
have been maintained throughout the
period4. As at June 2025 the Group had
£12.5m (2024: £17.5m) of the
uncommitted shareholder loan facility
available as well as the £20.0m
uncommitted Hayfin incremental
facility.
Link to strategy
Net revenue is linked to our first
strategic pillar, Expanding in Europe,
see page 26.
Link to strategy
Adjusted EBITDA is linked to our first
strategic pillar, Expanding in Europe,
see page 26.
Link to strategy
R&D expenditure is linked to all of our
strategic pillars, see page 26.
Link to strategy
Available funding is linked to all of our
strategic pillars, see page 26.
1. Net revenue is gross revenue once
cash discounts and statutory rebates
have been deducted.
2. Adjusted EBITDA is earnings before
interest, tax, depreciation and
amortisation, adjusted to exclude the
impact of research and development,
non-recurring items, equity-settled
long-term incentive plans and gains or
losses arising on fundraising activities.
3. Cash and available facilities is cash at
bank and in hand plus any committed
but undrawn loan facilities available.
Uncommitted facilities available in
FY24 and FY25 are disclosed
separately.
4. Post period, further funding was
secured, for further information please
refer to Note 35 for details of events
after the balance sheet date.
Strategic report
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Allergy Therapeutics plc
Annual Report and Accounts 2025
Key performance indicators (“KPIs”) continued
Non-financial measures
Number of
products in pipeline
Gross emissions (tCO2e)1
7
2,820 tCO2e
2022
10
2023
9
2024
7
2025
7
2022
2023
2024
2025
2,820 tCO2e
2,687 tCO2e
3,006 tCO2e2
2,712 tCO2e
Total
Why is it a KPI?
The success of the Group is dependent on having
a portfolio of existing and new products at various
stages of development.
Why is it a KPI?
We are committed to reducing the impact of the
Group on the environment and track this using this
standard objective measure.
Performance
Grass MATA MPL continues its development with
successful read outs in key pivotal trials and MAA
was submitted to the PEI in November 2024. The
PROTECT trial (VLP Peanut) continues to run as
planned and data observed thus far supports the
hypo-allergic safety profile of VLP Peanut.
Performance
Our emissions have increased over the last couple
of years as more employees have returned to the
workplace. This increase has been driven by an
increase in purchased steam in the UK. For future
years, we aim to strengthen our business security
with our own Energy Centre in Worthing which
became active during the year.
Link to strategy
The number of products in pipeline is linked to all
of our strategic pillars, see page 26.
Link to strategy
Managing the Group’s gross emissions is a core
element of our cultural value, Our planet, see
pages 16 to 20.
1. This is based on SECR data.
2. Amount restated from prior year due to
estimated data being replaced with
actual data.
Strategic report
28
Allergy Therapeutics plc
Annual Report and Accounts 2025
Our products
Since specific immunotherapy was
first carried out successfully in the
early 20th Century, it has become
established as the only therapy that
addresses the cause of serious
allergic reactions.
Our products
The Group sells both injectable and sublingual
(oral) allergen‑specific immunotherapies.
The most commonly prescribed are those for
the treatment of pollen-related allergies,
particularly for allergies to grasses, weeds and
trees. The therapies trade under various brand
names depending on the market, e.g. Pollinex
Quattro, Polligoid and TA Gräser Top.
Pollinex Quattro
Pollinex Quattro, launched in 1999, heralded a
transformation in immunotherapy by introducing
allergy treatment with only four injections per
course. The short-course regime can be achieved
due to the use of MicroCrystalline Tyrosine
(“MCT®”) adsorbed allergoids, an improved
extract allergen that has been modified in order to
lower allergenicity while maintaining most of the
immunogenicity, and the innovative adjuvant
monophosphoryl-lipid A (“MPL”). An adjuvant is a
substance which improves the immune response
to an antigen or allergen.
Oralvac
Our sublingual product is Oralvac Compact, with
a dosing schedule which allows for a more rapid
and simple escalation of dosage, making
treatment more convenient for patients and
doctors. The course can be taken by the patient
in their own home and is raspberry flavoured for
improved patient compliance.
Venomil
Wasp and bee treatment is provided by our
freeze‑dried Venomil product, which can be
used via a ‘rush’ dosing regimen.
Venom ATL Polistes Dominula
Venom ATL Polistes Dominula is available
as a treatment option in Spain. This is an
immunotherapy and diagnostic product which
can be ordered by community pharmacies or
hospitals.
Synbiotics
Synbiotics are special formulations of prebiotics
and probiotics. Synbiotics act as
bio‑immunomodulators of the immunologic
response. Currently, the Group supplies three
synbiotic products: Kallergen D, SynGut and
Pollagen through a number of its local entities in
Europe. SynGut is specifically designed for food
and lactose intolerance; Kallergen D is useful to
support atopic dermatitis; as it contains vitamin D;
and Pollagen helps to support allergic and
non-allergic rhinitis. The products contain specific
combinations of Lactobacilli and Bifidobacteria to
balance gut microflora.
Acarovac Plus
Acarovac Plus is a novel MCT®-adsorbed,
modified-allergen product developed to address
the cause of perennial mite allergy. The product
has been standardised to meet a dose regime
consistent with ‘one vial’ convenience. Clinical
evaluation has been completed, demonstrating
excellent patient tolerability and serological
analyses consistent with a favourable shift in
Th1/Th2 balance compared with an unmodified
version of the product (one-year, follow‑up study
with Dr. Albert Roger, Director of the Allergy Unit
at Hospital Universitari Germans Trias i Pujol,
Barcelona, Spain).
The Group sells a wide range of aluminium-free
allergy therapies and diagnostics. The majority
of revenue arises from sales of allergy therapies.
Strategic report
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Allergy Therapeutics plc
Annual Report and Accounts 2025
We think beyond symptom
management and aim to treat the
causes, changing the way people
think about allergies.
Progression of the MATA MPL
platform
Grass MATA MPL, the Group’s short-course
subcutaneous allergen-specific immunotherapy
(“SCIT”) candidate that aims to address the cause
of symptoms of allergic rhinoconjunctivitis due
to grass pollen, has made further steps towards
registration via MAA with the Paul-Ehrlich-Institut
(“PEI”) under the TAV programme in Germany.
The pivotal Phase III G306 trial completed in Q4
2023 and met the primary endpoint where the
active treatment group demonstrated a highly
statistically significant reduction in Combined
Symptom and Medication Score (“CSMS”) of
-20.3% (p≤0.00024) compared to placebo over
the peak pollen season.
In addition, a strong, statistically significant
induction of the protective biomarker IgG4 was
seen during the grass pollen season between
active and placebo (p≤0.0001) and there was a
statistically significant overall improvement in
the quality-of-life score, according to the
Rhinoconjunctivitis Quality of Life Questionnaire
(“RQLQ”) (p≤0.0003). No unexpected safety
events were observed with Grass MATA MPL
27,600 SU.
Furthermore, a meta-analysis of the two Phase III
trials in the Grass MATA MPL programme (G306
and G309) was published by Zielen et al., in which
674 adult subjects with allergic rhinitis and/or
rhinoconjunctivitis were included. The results of
this meta-analysis showed a similar statistically
significant improvement of 22.5% (p=0.00004)
compared to placebo on the primary endpoint
CSMS over the peak grass pollen season.
After the positive regulatory discussions held
with the PEI early in 2024, the Group submitted
the MAA in Q4 2024 and the Group remain on track
for a decision on the MAA in Q4 2025. Q4 2024
also marked the initiation of the five-year long
paediatric study (G308), with the first subjects
screened and enrolled and then treated later in
Q4 2024. The G308 trial is designed to evaluate
the long-term efficacy and safety of Grass MATA
MPL in paediatric subjects.
A specific requirement for the FDA will involve
a further study, known as G307, to meet the
required total number of US subjects treated
using the product intended for registration and
the Group is planning for meetings with the FDA
to agree a route forward. The total allergy
immunotherapy market in 2024 was estimated to
be worth $2.4bn with around 25% ($600m) of the
patients suffering from grass allergy. Assuming a
50% market penetration this offers the potential
for peak sales for Grass MATA MPL of about
$300m to $400m per annum.
VLP Peanut
The clinical development for the Group’s
innovative, short-course peanut immunotherapy
vaccine candidate, VLP Peanut, via subcutaneous
injection is progressing as planned. The ongoing
Phase I/IIa VLP Peanut PROTECT trial is evaluating
the maximum safe and tolerated dose of the
Group’s peanut allergy immunotherapy candidate
and includes assessment of biomarker efficacy in
peanut allergic patients.
The trial, which is being run in centres in the US,
is being conducted in two parts:
–
Part A: Open-label study of healthy subjects
(Group A1) who underwent subcutaneous
dosing with ascending concentrations of VLP
Peanut. Peanut allergic subjects (Group A2)
underwent skin prick tests performed with
ascending concentrations of the
immunotherapy candidate.
–
Part B: Following satisfactory safety results
from Part A, the study has proceeded to a
double-blind, placebo-controlled Part B
enrolling peanut allergic patients who are
receiving subcutaneous injections of the
immunotherapy candidate.
Part A of the PROTECT study has completed
and an interim analysis of the first two cohorts of
peanut allergic patients showed that treatment
with VLP Peanut resulted in a meaningful
dose‑dependent reduction in skin sensitivity to
peanut allergen, with treated patients in cohort
2 showing a 48% reduction in wheal size after skin
prick tests compared to an 8% reduction in those
treated with placebo.
In addition, a comparison of the biomarker profile
between treatment and placebo points to VLP
Peanut driving a reduction in allergic response to
the major peanut allergen (Ara h 2).
The trial’s external safety review committee has
agreed that all doses administered so far have
been safe and well tolerated and dose increments
in the final cohort can proceed as planned to
establish the dose range to be considered for
the upcoming Phase IIb study.
No safety signal has been observed to date.
We are hugely encouraged by the progress of the
PROTECT trial and believe that the data provides
assurance of the hypo-allergic safety profile of
VLP Peanut, a key step in realising the potential
of this transformative option for peanut allergy
sufferers.
Should the posology of VLP Peanut be confirmed
as three injections, followed possibly by a further
boost after a number of years, this would
represent a significantly lower burden of dosing
for patients compared with currently available oral
treatments. These only increase tolerability to the
peanut allergen and require daily dosing over many
months or years, which can limit adherence. While
transient monoclonal antibody treatments have
shown potential in the field of peanut allergy
therapeutics, they remain expensive, require
regular treatment and are not disease modifying.
R&D report
Submission of Marketing Authorisation Application for Grass
immunotherapy and progression of Phase I/IIa peanut
Strategic report
30
Allergy Therapeutics plc
Annual Report and Accounts 2025
R&D report continued
VLP Peanut continued
The availability of a safe and effective
short‑course immunotherapy that provides
long-term protection and induces a long-lasting
protective immune response would present a
paradigm shift in how peanut allergy can be
managed and has the potential to be a significant
product in the worldwide food allergy market. VLP
Peanut reflects the Group’s commitment to the
development of transformative treatment options,
with the ultimate goal of improving the patient
experience and delivering better patient
outcomes.
Scientific conferences
During the 2025 European Academy of Allergy and
Clinical Immunology (“EAACI”) meeting in Glasgow,
United Kingdom, the Group shared key scientific
findings from across its research portfolio
including:
–
Preliminary clinical proof of concept for the
Group’s novel immunomodulating peanut
allergy immunotherapy candidate
demonstrated in peanut allergic patients after
three injection days, four weeks apart at two
low cumulative doses.
–
Data showing a statistically significant, clinically
relevant and consistent improvement in the
Rhinoconjunctivitis Quality of Life
Questionnaire score with Grass MATA MPL.
–
Biomarker findings from the pivotal Phase III
G306 trial demonstrating that Grass MATA
MPL induces a tolerogenic immune signature,
including elevated grass-specific IgG4 and IgA
and the induction of functional blocking
antibodies.
Treatment against peanut allergy via virus-like particles
5
+
APC
IFN-γ
CD4+ T
helper cell
Peanut VLP
vaccine
Activated
B cell
Memory B
cells
Plasma
cells
Allergen-specific
IgG antibodies
Ara h 2
Ara h 1
Fc RI
FcyRIIb
STOP
Ara h 3
Ara h 6
Ara h 4
IgG
IgE
1
Peanut antigens
displayed on the
surface of VLPs do not
illicit an allergic
reaction because they
only activate a limited
number of neighbouring
mast cells.
2
Instead, the design of
the immunotherapy
candidate allows
efficient trafficking
of VLPs to antigen-
presenting cells
(“APCs”) and B cells.
3
There is therefore
direct uptake of VLPs
via APCs where they
interact with CD4+ T
helper cells, releasing
interferon-gamma
(IFN-γ).
4
The interaction
between activated B
cells (subsequent to
antigen uptake) and
Th1 cells is essential
for long-lived IgG
response and memory
B cell response.
In the presence of high levels of IgG
antibodies specific for a single allergen,
IgG-immune complexes are formed and
inhibit IgE-medicated signals, including
those from IgE molecules cross-linked by
other peanut allergens preventing
anaphylaxis upon accidental exposure.
Th1
cell
Intellectual property – patents
The Group’s patent portfolio contains both
granted patents and pending patent applications,
covering both marketed and pipeline products.
This year, the Group continued to file patent
applications to protect competitive position,
especially focusing on expanding protection of
VLPs. Our diverse portfolio provides protection
for products, platform technologies and methods
of manufacture.
The portfolio continues to be maintained in over
30 jurisdictions, including both the United States
and Europe.
Pipeline
For further information about our R&D pipeline
please visit our website at
https://www.allergytherapeutics.com/
our-science/research-and-development/
productdevelopment/.
Strategic report
31
Allergy Therapeutics plc
Annual Report and Accounts 2025
Effective risk management
Senior leaders across the business identify and
manage the risks for their division or function and
a risk register is maintained which contains all
current and emerging risks. The severity of each
risk is assessed through a combination of each
risk’s likelihood and impact. In assessing impact,
consideration is given to financial, reputational
and regulatory factors, and risk mitigation plans
are established.
The Executive Team are responsible for the
day‑to‑day operational and commercial activity
across the Group and are therefore responsible
for the management of risks in their own business
functions.
The Board has overall responsibility for Group risk
management and the Group works to embed this
within our everyday business activities and our
culture. The Board has delegated responsibility
for the review of the adequacy and effectiveness
of the Group’s internal control framework to the
Audit and Risk Committee.
As risks are identified and assessed, individual
topics are raised at Board meetings together with
the actions taken to mitigate them. Our risk
management framework and internal control
systems enable the Group to identify, assess
and prioritise risks within the business and seek
to minimise, control and monitor their impact.
This helps us to meet our strategic objectives and
deliver the long-term growth and viability of our
business.
Key risks are reported and discussed at
Executive Team meetings. This gives rise to
a more risk-aware culture and consistency in
decision-making across the organisation in line
with the corporate strategy. All corporate
decision-making takes risk into account, in a
measured way, while continuing to drive
business growth.
The risk framework manages rather than
eliminates risk and has helped us to develop
a more risk-aware culture.
We recognise that our purpose and
mission can only be realised through
effective risk management.
Risk management structure
Audit and Risk
Committee
Monitors the internal control framework.
Reviews and discusses risks, controls
and mitigation measures.
Reports to the Board on its work
and conclusions.
The Executive
Team
Identifies and manages risk on a
day‑to‑day basis. Maintains a risk
register where the likelihood and impact
of risks are assessed, risk responses
are formulated, action plans to
mitigate risks are developed and
progress is tracked.
Reports on risk to the Audit
and Risk Committee.
Board
Overall responsibility for risk
management framework and
internal controls across the Group.
Reports to the Board
on its work and
conclusions
Reports on risk to
the Audit and Risk
Committee
Strategic report
32
Allergy Therapeutics plc
Annual Report and Accounts 2025
Principal risks and uncertainties
Risk
Description of risk and impact
Mitigation
Developments in 2025
Clinical,
legal and
regulatory
–
The Group operates in several highly regulated environments for the testing,
manufacture and supply of its products. Compliance with clinical and regulatory
requirements affects not only the cost of product development and resource use,
but also the time required to comply.
–
Increased regulation may require products to be amended to comply with
regulations and/or products have to be withdrawn, reducing revenues and/or
increasing costs (such as the TAV process or Coordination Group for Mutual
Recognition and Decentralisation Procedures – Human (“CMDh”)).
–
Regulatory authorities are increasingly focused on the benefit/risk of
pharmaceutical products and safety data, making it more onerous to obtain
regulatory approval.
–
Failure of a critical trial could lead to the requirement to withdraw a product from
the market, a delay in development of a new product and loss of investor
confidence in the Group’s ability to carry out successful clinical trials.
–
The Group must remain compliant with all relevant laws and regulations and this
can be a fast-changing landscape.
–
Intellectual property may be challenged at any time and any unsuccessful
defence may cause the Group to lose protection for its products and
subsequently affect further development and sales.
–
The Group is reliant on some intellectual property owned by external stakeholders
that, if lost, could hinder the commercialisation of some of its products.
–
Working with reputable third parties.
–
Learnings from previous trials.
–
Compliance systems are in place to ensure all clinical,
manufacturing and marketing activities comply with
regulations in the EU and other territories.
–
Standard operating procedures are maintained to ensure
compliance with good manufacturing practice.
–
Strict monitoring of new industry regulations and
engagement with key regulatory authorities to inform the
Group’s strategic direction and identify factors likely to
affect the future development, performance and position
of the Group’s business.
–
The Group has a regulatory team that tracks changes in
the regulations. The Group continues to work to ensure its
products remains compliant with ongoing regulatory
requirements in order for such products to remain on the
market.
–
The Group works to minimise the risk of clinical failures by
reviewing all factors in a trial, such as diaries, posology or
patient training.
–
Policies and procedures are in place in order to comply
with legislation and the Group considers that its standards
are in line with those of quoted businesses of a similar
size, but these may not be enough to avoid breaches.
–
Know-how protected by non-disclosure agreements.
–
The use of internal and external patent experts.
–
Arrangements in place to notify the Group of any
infringements of our intellectual property, which it would
defend robustly.
–
The Group has continued to
invest in additional compliance
resource, quality management
systems training and guidance.
–
Submission of the Grass MATA
MPL Marketing Authorisation
Application (“MAA”).
–
TAV in Germany is concluding in
2026. Most sales of unregistered
products has ended. TAV in Spain
is planned which will lead to a
reduction of unregistered
products in Spain.
The Board has overall responsibility for
the Group’s system of risk management.
In common with many pharmaceutical companies, the Group faces
a number of risks and uncertainties. Internal controls are in place to
help identify, assess, manage and mitigate these risks.
Strategic report
33
Allergy Therapeutics plc
Annual Report and Accounts 2025
Principal risks and uncertainties continued
Risk
Description of risk and impact
Mitigation
Developments in 2025
IT software
and systems
–
The business is heavily dependent on IT systems to operate. Any failure of the
hardware or software could significantly impact the business.
–
Cybercrime continues to pose a threat with the risk of data theft, fraud or data
ransom.
–
Investment has been made in renewing the servers
and supporting software to make the infrastructure
more robust.
–
Regular reviews of vulnerabilities to cyber attack are
carried out by experienced external parties.
–
Investment in software to protect the business and
access to systems.
–
Review of IT infrastructure,
team structure and support.
–
Regular cyber security training
of staff.
–
Continued to implement
recommendations from prior
independent third-party review
of cyber security.
Production
and product
liability
–
A significant majority of the Group’s products are manufactured on the Worthing
site, which is shared with GSK. Any disruption to production caused by internal or
external factors could materially affect the business.
–
Production is reliant on raw materials, some of which are from single sources. Any
disruption to supply could have a significant effect on production.
–
The Worthing main manufacturing site is leased from GSK and there is a risk that
the lease is terminated or not renewed.
–
A production failure, variation in batch leading to out-of-specification, loss of
production time, storage or distribution of products outside of permitted
temperature controls, or insufficient product stock could result in wide-ranging
financial impact.
–
Despite extensive product testing prior to market launch, products may produce
unanticipated adverse side effects that may hinder their marketability. The Group
may be insufficiently covered for any potential litigation, which in some cases can
potentially be open-ended.
–
The Group’s manufacturing facilities and those of some of its suppliers are
subject to regulatory requirements and there is a risk that such facilities may not
comply with such requirements leading to special measures or closure.
–
Regular maintenance and upgrade of the facility and
equipment undertaken.
–
In respect of the lease, the Group has negotiated a long
termination notice period.
–
In respect to steam and utilities to the Worthing main
manufacturing site, a plan has been formulated and is
being executed for the Group to become independent
of GSK.
–
Work continues on reducing variability and the methods
for testing content.
–
Maintenance of product liability insurance and ensuring
systems and processes relating to the manufacture,
storage and distribution of its products are compliant and
regularly reviewed.
–
The pharmacovigilance team receives and processes
reports of adverse reactions, medication errors, off-label
use and other special situations. It monitors and analyses
safety data trends and addresses any arising safety
issues.
–
Quality assurance procedures are in place with regular
checks and reviews to ensure standards are maintained.
–
Safety stocks of key raw materials maintained or dual
sourced, where possible, to protect against
immunotherapy shortages.
–
Category management process implemented to ensure
ongoing development of long-term strategic relationships
with key supply partners.
–
Multi-year supply agreements established and renewed
for critical materials ensuring continuity of supply.
–
Collaborating with supply partners to promote sustainable
supply initiatives, particularly with natural raw materials
subject to climate risk.
–
New Energy Centre is being
commissioned which will make
the Group independent in terms
of energy supply from GSK in
respect of its main manufacturing
building in Worthing.
–
As part of a multi-year
programme, the business
continues to invest in further
upgrades to ensure that the
highest standards are maintained
at its manufacturing facilities.
–
Continue looking at ways of
further expanding our production
capacity.
–
Aligning production to ensure
stock levels meet anticipated
sales forecasts.
Strategic report
34
Allergy Therapeutics plc
Annual Report and Accounts 2025
Principal risks and uncertainties continued
Risk
Description of risk and impact
Mitigation
Developments in 2025
Commercially
viable
production
pipeline
–
Continued development of viable new products and their successful registration
and marketing, while costly and lengthy, is key to the success of the Group.
Significant investment is no guarantee that a product will receive regulatory
approval and/or will be commercially successful.
–
The Group works with key opinion leaders to raise
awareness of products, new products and their benefits
to patients.
–
Market research for new products.
–
Ongoing work on new
registrations for approved
products in other markets.
–
Submission of the Grass MATA
MPL Marketing Authorisation
Application (“MAA”).
Financial
–
Adequate funding may not be available to the Group, either through reserves or
external partners, for day-to-day working capital and/or the advancement of
clinical trials. Failure to obtain further funding may cast doubt on the Group’s
ability to continue as a going concern and/or lead to postponement or
cancellation of clinical trials.
–
The majority of the Group’s sales are denominated in Euros whilst the
manufacturing and majority of corporate administration costs are in the UK and
denominated in Sterling, therefore the Group is exposed to exchange rate
fluctuations.
–
Robust measures are in place for the Board to
understand, review and approve the funding requirements
of the Group on a regular basis.
–
The major shareholders are aware of the Group funding
needs over the next twelve months and remain supportive
of the business.
–
Note 27 in the notes to the consolidated financial
statements gives details of the Group’s objectives and
policies for risk management of financial instruments.
–
The major shareholders have
provided sustained funding to the
Group over the last two and a half
years, most recently via the
participation in the uncommitted
£50m loan facility.
–
Continued work to maximise cash
position in the business.
Key personnel
–
The Group is reliant on a number of key qualified scientific, technical and
management personnel. Competition for such personnel is intense and there can
be no assurance that the Group will be able to continue to attract and retain such
personnel. Loss of these key personnel could adversely impact the effectiveness
of the Group’s operations.
–
Externally benchmarking remuneration and developing
succession planning.
–
The Group has created a process to identify and develop
talent in the organisation.
–
The Group has approved a new
LTIP plan for key personnel, for
further information please see
page 57.
–
The Remuneration Committee
has put in place appropriate
measures to retain key personnel.
Economic
–
Competitors may reduce prices or increase sales investment, making
maintaining market share less profitable.
–
The Group may be unable to attract investors to fund our R&D pipeline.
–
Approximately 48% (2024: 49%) of Group sales are made in Germany and
therefore Group results are particularly sensitive to sales performance in
the German market.
–
Pharmaceutical products are subject to far greater controls on price in certain
markets than other products in the marketplace. Further, in some cases
governments intervene directly in setting price levels and rebates. The Group
cannot predict when, where and how such controls and restrictions may be
altered, either to its benefit or detriment.
–
There is significant global economic uncertainty due to geopolitical events,
pandemics, climate change, inflation, stagnating economies and technological
change including artificial intelligence.
–
Continuous effort to expand revenue outside Germany as
well as diversify into adjacent markets.
–
Regular reviews conducted of pricing and reimbursement
levels and assessments of healthcare reforms on pricing.
–
Continued monitoring of changes in the global economy to
identify opportunities as well as threats and to ensure we
have plans in place to minimise the negative impact of
external factors.
–
Reimbursement levels remained
stable over the year and, in
certain cases, price rises have
been allowed.
Strategic report
35
Allergy Therapeutics plc
Annual Report and Accounts 2025
Financial review
Overview
The Group’s financial performance for the year
was steady with revenue for the full year broadly
flat at £55.0m (2024: £55.2m). This reflects an
earlier-than-expected impact of the approaching
change in the German regulatory landscape, as
the end of the TAV transition period is reached in
2026. On a constant currency basis, revenue grew
at over 2%, with revenue in Germany declining
slightly due to the reasons mentioned above and
strong growth in the Group’s second largest
market, Spain, of 11%.
Confidence in prospects for the German market
are underpinned by promising sales of first-year
(patient initiation) treatments. A continued decline
in orders for the Group’s unregistered Pollinex
Quattro product in the last two months of the
financial year were more than offset by increased
orders for its registered Grass, Trees and Venomil
products.
Continuing cost controls operated during the year
have managed the cost base of the Group whilst
enabling selective investment in strategic
growth‑related projects. Total administrative
expenses excluding R&D reduced by £0.3m to
£43.3m despite the new investments that were
initiated.
Other administrative costs increased by £1.4m to
£19.1m reflecting initiatives that were commenced
in the year. These include greater investment in
market research activities, increased travel to key
industry events and consultancy related to future
growth initiatives.
The Group has continued to selectively invest in
its programme of clinical trials. R&D spend
reduced by 33% to £15.4m (2024: £22.9m), mainly
due to the prior period including the peak activity
of the Group’s pivotal G306 Phase III trial of Grass
MATA MPL, which successfully met its primary
endpoint during H1 of FY24. During the year, the
Group commenced its five-year long paediatric
study (G308) with the first subjects screened and
enrolled and then treated later in Q4 2024. The
Phase I/IIa VLP Peanut PROTECT trial is ongoing
with no safety signals observed to date.
The Group measures the commercial
performance of the business by monitoring
Adjusted EBITDA (see Note 4); the Group achieved
an Adjusted EBITDA loss of £9.0m for the year
(2024: loss of £7.6m). The loss before tax was
£39.2m (2024: £39.2m). The increased Adjusted
EBITDA loss was a reflection of the flat revenue
performance combined with investments in
strategies to support future growth.
Other income in the year of £1.2m (2024: £1.5m)
was due to R&D tax credits in the UK and Spain,
while the decrease is consistent with the reduction
in R&D spend in the year.
Business performance
£55.0m
Revenue
(2024: £55.2m)
£(9.0)m
Adjusted EBITDA loss
(excludes R&D)
(2024: loss of £7.6m)
£(40.1)m
Net loss after tax
(2024 restated: net loss of £38.6m)
Dr. Shaun Furlong
Chief Financial Officer
10 December 2025
Reconciliation of loss before tax to Adjusted EBITDA (see Note 4)
Adjusted EBITDA is not defined by IFRS and therefore may not be directly comparable with other
companies’ performance measures. This is not intended to be a substitute for, or superior to, IFRS
measurements.
2025
£’m
2024
£’m
Loss before taxation
(39.2)
(39.2)
Net finance expense
6.8
4.0
Depreciation
3.6
3.8
Amortisation
0.6
0.5
Research and development
15.3
22.8
Other income
(1.2)
(1.5)
Restructuring costs
—
1.2
Share-based payment expense
0.9
0.8
Revaluation of warrant instrument held at fair value
4.6
—
Gain on modification of shareholder loan
(0.4)
—
Adjusted EBITDA
(9.0)
(7.6)
Strategic report
36
Allergy Therapeutics plc
Annual Report and Accounts 2025
Financial review continued
Financing costs
Financing costs increased by £3.0m to £7.2m
(2024: £4.2m) as a result of the increased level of
debt from both the shareholder loan and Hayfin
borrowings. The loans drawn down in the year
have been primarily used to fund the R&D
programme, capital expenditure and
working capital.
Earnings per share
Basic loss per share for the year was (0.84) pence
(2024 restated: (1.03) pence), the reduction
primarily driven by an increase in the weighted
average number of ordinary shares for the period.
Tax
The current year tax charge is predominantly
comprised of liabilities for tax in the Spanish and
German subsidiaries. The overall charge in the
income statement is £0.9m (2024 restated: credit
£0.5m). As at 30 June 2025, the Group had
approximately £196m of unutilised UK tax losses
(2024: approximately £167m) available for offset
against future profits. The credit for the year ended
30 June 2024 includes prior period adjustments, refer
to Note 34 for further details and a summary of the
impact on the Consolidated Statement of Financial
Position as at 30 June 2023 and 30 June 2024 as well
as the Consolidated Income Statement and
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2024.
Balance sheet
During the year, the Group continued to develop
the Energy Centre in Worthing to strengthen
business continuity and establish independence
from GSK. In April 2025 the handover of the plant
to the Group was successfully completed.
Property, plant and equipment additions in the
year were £3.7m (2024: £4.1m), reflecting
investment in the Worthing Energy Centre
and the continuing upgrade of plant in both the
UK and Spain.
Inventories have increased to £13.9m
(2024: £12.7m) as the Company continues to
stock build ahead of the next peak season.
Cash and cash equivalents were similar to the
prior year at £12.8m (2024: £12.9m). The operating
cash outflow was £28.1m (2024: £32.1m) as a
result of the operating loss for the period, and
£2.9m investing outflow (2024: £1.2m), primarily
on the purchase of property, plant and equipment,
offset by a net £31.2m inflow from financing
activities (2024: £31.4m) due to the increased
funding from the Hayfin and shareholder loans.
Retirement benefit obligations, which relate solely
to the German pension scheme, remained stable
at £8.6m (2024: £8.6m).
Net assets of the Group decreased from £7.4m
(restated) to negative £28.2m, as a consequence
of the trading losses for the period and use of the
Hayfin and shareholder facilities to fund the
business.
Currency
Group Treasury Policy mandates the use of
forward exchange contracts to mitigate exposure
to the effects of exchange rates where
expenditure/income is committed and/or
reasonably certain; however, throughout the
financial year no hedge contracts were operated.
This is due to security having been previously
transferred from our primary banking provider
to the shareholders as security for the
shareholder loan.
With over 85% of revenues and approximately
40% of costs (excluding research and
development costs) denominated in Euros, and
approximately 40% of research and development
costs denominated in US Dollars, movements in
the currency markets may have an effect on the
Group’s operational finances. It is the Group’s
intention to reinstate its hedging policy as soon
as practicable.
Financing
On 15 October 2024, following discussions with
major shareholders, SkyGem Acquisition Limited
(an affiliate of ZQ Capital Management Limited) and
Southern Fox Investments Limited (together the
‘Shareholder Lenders’), the existing loan facility
of £40m, details of which were announced on
27 December 2023, was increased to £50m and its
term extended to October 2030. The Shareholder
Facility has been amended (the ‘Amended
Shareholder Facility’) to be unsecured and rank
behind the Hayfin Facility. In addition, interest under
the Shareholder Facility will no longer be paid and
instead interest will be rolled up into capital.
At 30 June 2025, £37.5m (2024: 22.5m) of the
Amended Shareholder Facility had been drawn,
with a further £12.5m drawn down since the year
end. Along with previous drawdowns the entire
amount of the Amended Shareholder Facility has
now been drawn and a total of 1,375,000,000
warrants issued. On 29 October 2025, the
Company received exercise notices from the
Shareholder Lenders in respect of the
1,375,000,000 warrants, the proceeds from which
were used to repay the Amended Shareholder
Facility in full (including all capitalised and accrued
interest). The Company also received net
proceeds of £1m, after repayment of the
Amended Shareholder Facility, paid to the
Company in cash.
Furthermore, the Shareholder Lenders have
agreed to provide a new £50m unsecured loan
facility (the “Renewed Shareholder Facility”) on
an uncommitted basis. The Renewed Shareholder
Facility is available to draw down from
29 October 2025 until 15 July 2030, with
interest payable at 12 per cent. per annum
and a repayment date of 15 October 2030.
On 15 October 2024, the Group entered into a
£40m secured senior loan facility (the ‘Hayfin
Facility’) with Hayfin Healthcare Opportunities
LuxCo S.a.r.l., a fund advised by Hayfin Capital
Management LLP (‘Hayfin’).
The Hayfin Facility consists of a committed £20m
five-year term loan and an additional uncommitted
£20m incremental facility. As part of these
financing arrangements, the Company has also
issued to Hayfin 131,603,616 warrants to
subscribe for new Ordinary Shares, representing
approximately 2.7% of the issued share capital
of the Company, with a nominal exercise price of
0.1 pence per warrant and exercisable for a period
of ten years from the date of issue. The Hayfin
£20m loan was subject to an upfront arrangement
fee and has a variable interest rate based on
SONIA plus 9.5% per annum with interest payable
based on Company selected interest periods.
To date, only the £20m committed facility has
been drawn.
As explained more fully in Note 1, Basis of
preparation, the Directors have adopted the going
concern basis in preparing the audited
consolidated financial statements.
Post balance sheet events
Please refer to Note 35 for details of events after
the balance sheet date.
Dr. Shaun Furlong
Chief Financial Officer
10 December 2025
The strategic report, as set out on pages 1 to 37,
has been approved by the Board.
On behalf of the Board.
Manuel Llobet
Chief Executive Officer
10 December 2025
Strategic report
37
Allergy Therapeutics plc
Annual Report and Accounts 2025
Board of Directors
Peter is responsible for the leadership of the
Board, ensuring its effectiveness and setting its
agenda. Peter held a number of senior
positions in his 21 years with SmithKline
Beecham, including Chairman of Consumer
Healthcare Europe and President of Worldwide
Supply Operations.
Peter has previously held Non-Executive or
Chairman roles at a number of public and
private companies including Domino Printing
Sciences plc, Glenmorangie plc and Genetix
Group plc.
External appointments:
None.
Manuel has been CEO of Allergy Therapeutics
plc since 2009, shaping strategy and driving
growth. Prior to this, Manuel was the Principal
Consultant for Biohealth LLC and CEO of
International Operations of the Weinstein
family’s group of companies.
Manuel holds degrees in Chemical Engineering
and a BSc in Industrial Business Management,
an MBA from IESE Business School and a
Senior Executive Program from Stanford
University Graduate School of Business.
External appointments:
None.
Shaun has been CFO of Allergy Therapeutics
since August 2023, having previously served as
Group Financial Controller since April 2022. He
brings significant financial experience, having
held senior finance roles within blue-chip
companies across multiple sectors, including
Legal & General, Hastings Direct, Volution
Group and American Express. Shaun is a
Fellow of the Institute of Chartered
Accountants in England and Wales and holds a
PhD in Polymer Chemistry from the University
of Sussex.
External appointments:
None.
Tunde has been the Chief Medical Officer of
Veloxis Pharmaceuticals in North Carolina,
USA, since August 2020. Prior to Veloxis, he
was Senior Vice President and Chief Medical
Officer at Mallinckrodt Pharmaceuticals.
Tunde’s career includes leadership roles at
Boehringer Ingelheim Pharmaceutical Inc. and
the US Food and Drug Administration (“FDA”).
Tunde is a physician trained in Pulmonary and
Critical Care Medicine.
External appointments:
Veloxis Pharmaceuticals, Inc.
A good balance of skills and experience to
support the delivery of the Group’s strategy.
Peter Jensen OBE
Chairman
Manuel Llobet
Chief Executive Officer
Dr. Shaun Furlong
Chief Financial Officer
Tunde Otulana
Independent Non-Executive Director and
Senior Independent Director
N
N
A
Key to Committees:
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
Denotes Chair of a Committee
Governance
38
Allergy Therapeutics plc
Annual Report and Accounts 2025
Board of Directors continued
Cheryl has broad and deep global commercial
experience in the biopharmaceutical sector.
She trained as a pharmacist. During her 30-year
tenure with GSK, Cheryl held senior executive
positions in Canada, the US and Europe with
responsibility for P&L, strategy and operations
across numerous therapy areas including
Allergy, Respiratory, Vaccines and HIV.
External appointments:
Diaceutics PLC.
Anthony is the Southern Fox nominated
Director on our Board. He has worked in
investment banking and fund management for
over 30 years and, as Founder and Partner of
Beagle Partners LLP, which advises Southern
Fox, has managed or advised on multiple UK
innovation technology investments. Anthony is
Founder and Chairman of Argonaute RNA Ltd, a
UK-based research company developing safe
and reliable methods of temporarily silencing
target genes in different tissue cells. Prior to
this, Anthony held senior roles at ING Barings
and was an equity analyst for Cazenove & Co.
He holds an Investment Management
Certificate from the Institute of Investment
Management and Research.
External appointments:
Argonaute RNA Limited; Bristol Bluegreen
Limited; Beagle Partners LLP; CBDerma
Technology Limited; Las Lilas Limited;
Rosemont Wildwall Ltd.
Simon is the nominated Director of SkyGem
Acquisition (an affiliate of ZQ Capital). He
founded the investment and advisory firm, ZQ
Capital, in 2015. Prior to that, Simon spent
more than a decade as an investment banker
advising international companies on their
capital markets activities. He was Managing
Director and Head of China Financial
Institutions Group at Barclays from 2011 to
2015, following earlier roles at Goldman Sachs,
Lehman Brothers and McKinsey & Company.
He has a BA in Mathematics and Economics
from Wesleyan University.
External appointments:
CC HK Holdings Limited; Fortune Yacht Limited;
Nu Skin Enterprises, Inc; Ping An ZQ China
Growth Opportunity Ltd; Sky Venture Partners
LP; SkyGem Acquisition Limited; SkyGem
Global Limited; SkyGem International Holdings
Limited; SkyGem Investment Limited; SkyGem
UK Holding Limited; Tahiti Wealth Holdings
Limited; ZQ Asset Management Limited; ZQ
Capital Hong Kong Holdings Ltd; ZQ Capital
Hong Kong Limited; ZQ Capital Limited; ZQ
Capital Management Limited; ZQ Capital
Services Limited; ZQ Evergreen Partners LP;
ZQ Partners Ltd; ZQ SkyGem Investors LP;
Z-Trans Technology Company Limited.
David has over 25 years of experience in
financial markets, including 15 years as an
equity portfolio manager and partner with
Tudor Investment Corporation. David is a
chartered accountant and holds
undergraduate and postgraduate degrees in
engineering from University of Cambridge.
External appointments:
Argonaute RNA Limited; Brainomix Limited;
DeepForm Limited.
Cheryl MacDiarmid
Independent Non-Executive Director
Anthony Parker
Non-Executive Director
Simon Shen
Non-Executive Director
David Ball
Independent Non-Executive Director
R
A
A
R
R
A
N
N
Governance
39
Allergy Therapeutics plc
Annual Report and Accounts 2025
Corporate governance report
Dear Shareholder,
On behalf of the Board, I am pleased to introduce
the Group’s corporate governance report for this
year. The Board ensures that the Group operates
in line with its purpose, culture and values while
delivering the strategy. This report, and the
Committee reports which follow, explain how the
Board, its Committees and the broader
governance framework work together, and how we
applied the principles of the Quoted Companies
Alliance Code (the ‘QCA Code’).
As Chair of the Board, my primary responsibility is
to lead the Board effectively and to oversee the
adoption, delivery and communication of the
Company’s corporate governance framework.
I ensure that the Board focuses on the key
strategic, operational and financial issues facing
the Company, and that directors receive accurate,
timely and clear information. Good information
flow between the Board, its Committees and
senior management is maintained to support
informed decision-making. While the Chief
Executive is responsible for the day-to-day
management of the Company, I hold the Chief
Executive to account and work closely to ensure
the Board’s agenda addresses the critical matters
necessary to deliver our purpose and strategy.
During the year, I have met regularly with each
Executive and Non-Executive Director and
engaged with shareholders. Two major
shareholders, representing 93% of share capital,
have Board representation and I also participate in
the Annual General Meeting, where I am available
to answer shareholder questions.
The Board has a diverse composition, including
Directors based in the US, Canada, Hong Kong,
Spain and the UK, with expertise spanning finance,
operations, large-pharma, medical and private
equity, as well as shareholder representation.
This diversity supports robust debate and
informed decision-making, ensuring that the Board
is well positioned to guide the Company through
complex operational and strategic challenges.
In accordance with the QCA Code, the Board
should undertake formal performance reviews
and have a majority of independent Non‑Executive
Directors. While a formal, externally facilitated
Board review has not been undertaken, the
Nomination Committee performed a focused
review of the Executive Directors, assessing their
performance and the overall Board composition
during the year. The Committee concluded that
Executive performance was satisfactory. Further,
the existing Board structure and Directors were
essential to the Company’s continued growth and
success (any changes at this stage could have
introduced instability, and the Board considered it
critical to preserve continuity, institutional
knowledge and corporate memory, particularly as
the Company remains pre-profit). The Company
has therefore departed from certain QCA
expectations, but we consider this appropriate
and proportionate given the focus required to
secure funding and advance clinical trials.
During the year, we have strengthened our
governance arrangements. The Company became
a full member of the QCA and the Terms of
Reference for the Audit and Risk and
Remuneration Committees were updated to align
with the QCA Code 2023. Post period, changes
were agreed to the Remuneration Committee
membership to further align with the Code. These
developments demonstrate the Board’s ongoing
commitment to best practice governance and
ensure that oversight and decision-making remain
robust as the Company continues to grow.
These governance arrangements support the
medium to long-term success of the Company by
ensuring that strategic decisions are effectively
considered, key risks are identified and managed,
and executive performance is held to account in
pursuit of the Company’s purpose and growth
objectives. Through the combination of Board
oversight, Committee monitoring and a culture of
accountability, the Company continues to operate
effectively and deliver on its strategic priorities.
Peter Jensen OBE
Chairman
10 December 2025
Peter Jensen OBE
Chairman
10 December 2025
Chairman’s introduction
Governance
40
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Annual Report and Accounts 2025
Corporate governance report continued
Male | 7
Female | 1
1-5 years | 5
5+ years | 3
Board gender
diversity
Board
Directors’
tenure
The Board and its governance framework
This section sets out how the Board is structured, its composition and diversity, the roles and responsibilities of Directors and
Committees and the way in which the Board operates. It also describes the Board’s effectiveness, independence and activities
during the year. Further, it explains how the Board has applied the QCA Code 2023 and provides the Board’s section 172 statement.
Our governance framework
The corporate governance framework comprises of matters reserved for the Board, the establishment of Committees with clear
Terms of Reference and the delegated authorities matrix, which enables decision‑making at appropriate levels within the Group.
The Board
The role of the Board is to collectively promote the long-term success of the Group, generating value for shareholders and
providing effective leadership and direction to the business as a whole. It agrees the Group’s strategy, having regard to all
stakeholders, while maintaining a balanced approach to risk within a framework of effective controls. It has also
established the Group’s purpose and values and monitors culture to ensure alignment. It sets the tone and approach to
corporate governance and is responsible for the overall financial performance of the Group.
The Committees
The principal Board Committees are the Audit and Risk, Remuneration and Nomination Committees.
Each Committee has its own Terms of Reference, approved by the Board, which are reviewed periodically and are
available to view at www.allergytherapeutics.com.
The Audit and Risk
Committee
Oversees financial reporting and
monitors internal controls including
the effectiveness of risk
management. Monitors the
effectiveness of the internal and
external auditors.
See more on pages 52 to 54
The Remuneration
Committee
Sets, reviews and recommends the
Group’s overall remuneration policy
and strategy and monitors their
implementation.
See more on pages 55 to 62
The Nomination
Committee
Evaluates and makes
recommendations regarding Board
and Committee composition and
succession planning.
See more on page 50 to 51
Executive Team
The Executive Team is responsible for the day-to-day running of the business. The team meets at least monthly and
receives regular reports on risks to major projects, financial and key business matters. Relevant matters are reported to
the Board by the Chief Executive Officer, Chief Financial Officer or the Company Secretary.
Governance
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Corporate governance report continued
Corporate governance statement
The Board has adopted the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’).
The Board believes that the QCA Code provides an appropriate and suitable governance framework for
a group of our size and complexity.
Principle 1
Establish a purpose,
strategy and business
model which promote
long-term value for
shareholders
The Company’s purpose is set out on page 10, its business model on
page 9, and its strategic framework on page 26 of this Annual Report. Key
challenges in executing the strategy, and how these are being addressed,
are reflected in the principal risks and uncertainties, which are set out on
pages 33 to 35.
Principle 2
Promote a corporate
culture that is based
on ethical values and
behaviours
The Company’s culture is founded on its purpose of transforming patient
lives and is guided by the core values: Patient First, Visionary,
Menschlichkeit (humanity) and Commitment. These values shape
decisions and behaviours across the Group and support the Company’s
purpose, strategy and business model.
The Group’s Business Code of Conduct and Ethics sets clear
expectations for all employees, contractors and business partners,
requiring compliance with applicable laws, industry codes and internal
policies, promoting honesty, transparency and integrity in all activities.
Violations of the Code are not tolerated and may result in disciplinary
action, up to and including dismissal. Further information is available at
www.allergytherapeutics.com/about-us/our-code.
The Board, supported by the CEO and the Executive Team, sets the tone
from the top through visible commitment to the values, regular
communication and accountability for ethical conduct. The Group Legal
Director and Company Secretary on behalf of the Board has delegated
responsibility for developing, implementing, monitoring and enforcing key
policies, including anti-bribery and anti-corruption, Speak Up, and
conflicts of interest policies, and ensures the Board receives accurate
information on culture and compliance matters.
The Board receives regular updates on its meetings and Committee
meetings regarding Speak Up and its employees. Employees are
encouraged to report misconduct or breaches of the Code, with strict
non-retaliation enforced. Any breaches are investigated and addressed in
accordance with the Code.
Principle 3
Seek to understand
and meet shareholder
needs and
expectations
The Board and on occasion members of the Executive Team maintain
regular communication with major shareholders through meetings,
investor presentations and the Annual General Meeting (“AGM”).
Shareholders are encouraged to participate in the AGM, where they can
ask questions and vote on key resolutions, including approval of the
Annual Report, the Directors’ remuneration policy, and the election or
re-election of directors. Committee Chairs were also available at the AGM
to engage directly with shareholders. Feedback received from
shareholders is carefully considered in Board decision-making,
particularly in relation to governance, incentive plans and capital
allocation. At the 2024 AGM, resolutions on the Directors’ remuneration
policy and special long-term incentive awards were tabled to reflect
shareholder input and align with long-term value creation objectives.
In addition, two of the Company’s major shareholders have Directors
serving on the Board. While recognising that these individuals do not
represent the views of all shareholders, their presence provides the Board
with valuable insight and alignment with the perspectives of a significant
part of the shareholder base. This contributes to a strong understanding
of shareholder needs and expectations, supplemented by wider
engagement activities.
The Company also reports on environmental and social matters through
the Annual Report, the sustainability page of its website, which can be
found here https://www.allergytherapeutics.com/sustainability/
overview/ and through updates shared on LinkedIn, with further detail
provided in the ESG section of this report on pages 11 to 25.
Governance
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Corporate governance report continued
Principle 4
Take into account
wider stakeholder
interests, including
social and
environmental
responsibilities and
their implications for
long-term success
The Board recognises the importance of maintaining strong relationships
with stakeholders, including employees, customers, suppliers, regulators
and the communities in which we operate. Our purpose, strategy and
business model are set out on pages 9 to 10 and our stakeholder
engagement activities are described on pages 12 to 15.
The Board receives regular updates on the Speak Up Policy and health
and safety reporting, and the Remuneration Committee has recently
broadened its oversight by incorporating a more comprehensive people
report into its regular agenda. Oversight of environmental matters is also
supported by updates from the Group Legal Director and Company
Secretary, with compliance and sustainability issues reviewed by the
Board as part of its ongoing governance. Certain environmental matters
are considered material to the long-term success of the business and the
Company’s approach in this area continues to develop.
For further information, please see pages 11 to 25 of this report.
Principle 5
Embed effective risk
management, internal
controls and
assurance activities,
considering both
opportunities and
threats, throughout
the organisation
The Company maintains a balanced, growth-oriented approach to risk,
recognising that effective risk management is essential to delivering its
purpose, strategy and long-term growth. The Board has overall
responsibility for risk management, which is embedded in day-to-day
business activities and culture.
Risks are considered routinely at Board meetings and the Audit and Risk
Committee reviews the adequacy and effectiveness of the Group’s
internal control framework. Senior leaders manage risks within their
divisions, maintaining a risk register capturing likelihood, impact and
mitigation plans, with escalation to the Board or its Committees where
required. Further detail is set out on pages 33 to 35.
Climate-related risks and opportunities are considered as part of the
overall risk framework; further information is included in the Non-Financial
and Sustainability Information Statement on pages 16 to 18.
The Audit and Risk Committee, through its Chair, has met independently
with the external auditor to review independence and may engage
external advisers on operational or regulatory matters. The Board
considers feedback from management and advisers to obtain assurance
that risk management and internal controls are operating effectively.
Principle 6
Establish and maintain
the Board as a
well-functioning,
balanced team led by
the Chair
Full details of each Director’s skills, experience, external appointments
and Committee memberships are set out on pages 38 to 39.
Information on independence and attendance is presented on page 46.
The Board values diversity in its broadest sense, recognising that a range
of perspectives and experiences strengthens decision-making and
governance. Our Directors bring with them a wide spectrum of
backgrounds, including investment banking, fund management, capital
markets, engineering, pharmacy, large corporate and pharmaceutical
businesses, medical accounting and senior roles in both public and
private, profit and not-for-profit organisations.
This professional breadth is complemented by the international nature of
the Board, with Directors resident in the UK, US, Spain, Canada and Hong
Kong. The Board also benefits from a diversity of age and experience,
ensuring a balance of perspectives across different stages of professional
and personal life.
The Committee and the Board remain committed to maintaining a mix of
skills, backgrounds and experiences that support the Company’s
long-term strategy and effective governance.
This diversity has been key in guiding decisions on funding, LTIP awards,
changes to the Nominated Adviser and clinical trial progression.
The two Executive Directors are full time, while Non-Executive Directors
are generally expected to commit up to two days per month. External
appointments are considered on appointment and reviewed with the Chair
as needed. There is no performance-related remuneration for
Non‑Executive Directors.
Corporate governance statement continued
Governance
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Corporate governance report continued
Principle 7
Maintain appropriate
governance
structures and ensure
that, individually and
collectively, the
Directors have the
necessary up-to-date
experience, skills and
capabilities
The Board ensures Directors maintain the skills and knowledge necessary
to discharge their responsibilities effectively.
Professional development is supported through regular updates from the
Group Legal Director and Company Secretary, as well as external advisers
where appropriate. During the year, Directors received various updates
including on the QCA Code, the Economic Crime and Corporate
Transparency Act 2023, and participated in health and safety training.
Directors with professional qualifications are also required to continue
their independent professional development.
The Group Legal Director and Company Secretary acts as secretary to the
Board and the majority of the Committees, advising on governance and
ensuring effective information flow.
The Company also became a member of the QCA during the year, with the
Group Legal Director and Company Secretary and CFO attending a QCA
Governance workshop. Updates on employment law, accounting and
auditing standards, GxP compliance and other regulatory matters were
provided by external advisers and members of the Executive Team.
The Board has established Committees, including Audit and Risk,
Remuneration and Nomination, details of which are set out on page 41.
These Committees are supported by independent advisers as required,
such as a remuneration adviser and consultants on health and safety and IT.
Through these arrangements, the Board ensures it has the resources and
advice necessary to remain effective and well informed.
Principle 8
Evaluate Board
performance based
on clear and relevant
objectives, seeking
continuous
improvement
The Board has not undertaken a formal or externally facilitated
performance review during the year, nor has it undertaken formal
succession planning. This represents a deviation from the QCA Code.
The Board considers this appropriate given the Company’s financial
position and the need to prioritise funding and the progression of clinical
trials. Oversight of Board composition and effectiveness has instead been
maintained through the work of the Nomination Committee. The Board
intends to return to a more structured review and succession planning
process when circumstances allow.
Principle 9
Establish a
remuneration policy
which is supportive of
long-term value
creation and the
Company’s purpose,
strategy and culture
The Company’s remuneration policies and practices are designed to
support long-term value creation and to align with the Company’s purpose,
strategy and culture. Further details are set out in the Report of Directors’
remuneration on page 55 of this Annual Report.
Principle 10
Communicate how the
Company is governed
and is performing by
maintaining a dialogue
with shareholders and
other key
stakeholders
The Company engages regularly with shareholders and other key
stakeholders, with details of stakeholder engagement, their key issues and
how these were addressed during the year set out on pages 12 to 15 of
this Annual Report. Principal risks, uncertainties and developments are
outlined on pages 33 to 35.
The Audit and Risk Committee report is set out on pages 52 to 54 and the
Report of Directors’ remuneration on page 55. No changes were made to
the Board’s structure or processes during the year.
Corporate governance statement continued
Governance
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Corporate governance report continued
Roles and responsibilities
The Board members have separate, clearly defined roles and responsibilities, as set out in the table below. Each member of the Board has a range of
skills and experience that is relevant to the successful operation of the Group, as set out in their biographies on pages 38 and 39.
Role
Name
Responsibility
Chairman
Peter Jensen OBE
The Chairman leads the Board and is responsible for its overall effectiveness. Additionally,
the Chairman promotes a culture of openness and debate with effective contributions
from Non-Executive Directors and ensuring constructive relations between them and the
CEO and CFO.
CEO
Manuel Llobet
The CEO’s role is the day-to-day running of the Group and includes the development and
implementation of strategy, decisions made by the Board and operational management
of the Group, supported by the Executive Team.
CFO
Dr. Shaun Furlong
The Chief Financial Officer supports the Chief Executive Officer in developing and
implementing strategy, and oversees the day-to-day management of the Group’s finances
including the development and implementation of financial strategy.
Senior Independent Director
Tunde Otulana
The Senior Independent Director (“SID”) provides advice and additional support and
experience to the Chairman and can perform an intermediary role to other Directors,
if necessary.
Non-Executive Directors
Cheryl MacDiarmid
Simon Shen
Anthony Parker
David Ball
Non-Executive Directors are responsible for bringing an external perspective, sound
judgement and objectivity to the Board’s deliberations and decision-making, and to
support and constructively challenge the Executive Directors using their broad range
of experience and expertise.
Company Secretary
Karley Cheesman
The Company Secretary acts as Secretary to the Board and all its Committees and
is responsible for advising the Chairman and the Board on all corporate governance
matters and ensures good information flows between the Board, its Committees and
the Executive Team.
Board and Committee balance and
composition
As at 30 June 2025, the Board comprised the
Chairman, two Executive Directors and five
Non-Executive Directors. Biographies of each
Director can be found on pages 38 and 39. These
pages further summarise the current membership
of the Board and its Committees as at the date of
publication of this Annual Report. The Board
keeps under review its current composition, which
provides a sufficiently wide range of skills and
experience to enable it to pursue its strategic
goals and to address anticipated issues in the
foreseeable future.
The Board during the year
There were nine standard Board meetings held
during the year. Exceptional Board meetings are
not referenced. The Directors’ attendance record
at these meetings is shown in the table on the
next page.
Governance
45
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Corporate governance report continued
Board independence
The Board has considered the independence of the Non-Executive Directors and the table below sets out those considered to be independent in character and judgement.
Peter Jensen OBE has served as Chairman for more than nine years. The independent Non-Executive Directors considered the tenure of the Group’s Chairman and determined that, given he continues to perform
his role effectively, is consistently re-elected by shareholders and in light of the Group’s current position and priorities, it was not appropriate to undertake a search for a new Chair of the Board at this point in time.
The Board therefore concluded that Peter Jensen OBE should continue in his role as Chairman. This position will be reviewed prior to the 2025 AGM. Please see page 44 for more details.
With the support of the Nomination Committee, the Board will continue to consider any appropriate additions to the Board to further broaden the experience and effectiveness of the Board as the Group continues
to grow.
Directors during the year
ending 30 June 2025
Role
Independent/not
independent
Date of
appointment
Attendance at
Board meetings
Attendance at
Audit and Risk
Committee
Attendance at
Remuneration
Committee
Attendance at
Nomination
Committee
Peter Jensen OBE
Chairman
Not independent
October 2010
9 (9)
0
4 (4)
2 (2)
Tunde Otulana
Non-Executive Director,
Senior Independent Director
Independent
June 2017
8 (9)
3 (4)
0
2 (2)
Manuel Llobet
Chief Executive Officer
Not independent
July 2009
9 (9)
0
0
0
Dr. Shaun Furlong
Chief Financial Officer
Not independent
March 2024
9 (9)
41
0
0
Cheryl MacDiarmid
Non-Executive Director
Independent
October 2021
9 (9)
3 (4)
4 (4)
2 (2)
Anthony Parker
Non-Executive Director
Not independent
December 2022
9 (9)
4 (4)
0
2 (2)
Simon Shen
Non-Executive Director
Not independent
December 2022
9 (9)
0
4 (4)
21
David Ball
Non-Executive Director
Independent
June 2024
9 (9)
4 (4)
0
0
1. Attended by invitation.
Review of Board effectiveness
During the year, the Audit and Risk and
Remuneration Committees have reviewed their
Terms of Reference. The Board has chosen to
defer the Board effectiveness review again this
year, in line with initiatives to reduce spend across
the Group, focusing instead on the key critical
issues facing the Group.
How the Board operates and
engages with its stakeholders
The Board had nine scheduled meetings during the
year, which were held via a combination of virtual
and hybrid meetings. Directors’ attendance at
scheduled Board and Committee meetings held
during the year is set out in the table above.
Further meetings outside the Board’s and its
Committees standard schedule were additionally
held to those set out above, which related to
funding.
An outline of the Board’s activities covered at
those meetings is set out on page 47. Directors
are provided with papers in advance of each
Board or Committee meeting and meeting packs
are accessed from a Board portal.
For each scheduled Board meeting, the papers
include updates on trading, financial performance
and, in addition, papers for any special business
of the meeting.
Non-Executive Directors are encouraged to
communicate directly with the Executive Team
between Board meetings. Where appropriate,
members of the Executive Team are invited to
attend Board meetings during the year to present
an update on performance and forward focus of
their specific areas of responsibility.
The annual calendar includes two meetings at
which the Executive Team are present: an annual
budget meeting during which the Executive Team
present their business unit updates and their
proposed budget for the forthcoming financial
year, and a strategy meeting.
The Chairman maintains regular contact with the
Non-Executive Directors, the Chief Executive
Officer, Chief Financial Officer and the Company
Secretary outside of meetings as part of his role to
provide leadership to the Board and the Group.
Information regarding the Group’s stakeholders,
their key issues and engagement through the year
is set out on pages 12 to 15.
Matters reserved for the Board
In order to retain control of key decisions and
ensure there is a clear division of responsibilities
between the Board and the running of the Group
business, the Board has a formal schedule of
matters reserved for its decision that is reviewed
annually to ensure it remains fit for purpose. This is
available at www.allergytherapeutics.com.
Governance
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Corporate governance report continued
Board allocation of agenda time
Agendas for each Board meeting are prepared in advance and are aligned with the Board programme, which is reviewed annually and updated when
appropriate. All matters are given due consideration and are reviewed at the appropriate point in the regulatory and financial cycles.
Activities of the Board during the year:
Strategy, business performance and capital investment
Finance and risk
–
Considered the funding requirements of the Group
–
Sought advice from consultants, the Nominated Adviser and its legal
advisers particularly regarding the Company’s financial position and the
transactions
–
Approved the Group’s corporate strategy
–
Considered and approved investment in the Grass and Peanut clinical
programmes
–
Approved capital investment in more efficient manufacturing equipment
and site improvements
–
Approved the construction costs for the new Energy Centre in Worthing
–
Approved a number of material contracts
–
Received regular reports from the CEO on business performance
(including product stock), delivery of strategic priorities and opportunities
–
Received operational performance reviews throughout the year
–
Received regular updates regarding the clinical programmes
–
Considered the funding requirements of the Group
–
Reviewed the ongoing funding position of the business
–
Received regular reports from the CFO on financial performance across
the Group and a report on investor relations
–
Considered the 2025/26 budget and 2026/27 plan
–
Reviewed and approved the preliminary and interim results
announcements
–
Reviewed and approved the pre-close trading statements
–
Approved the fees of the external auditor on advice of the Audit and Risk
Committee
–
Approved the issuance of warrants
–
Reviewed and approved the 2024 Annual Report and Accounts
–
Received updates from the Audit and Risk Committee on its oversight and
monitoring of internal controls and management of risk
People and culture
Governance, compliance and regulatory
–
Approved the Group’s gender pay gap statement
–
On the recommendation of the Remuneration Committee, approved
changes to the remuneration of certain individuals, a Company-wide salary
increase and LTIP awards
–
Approved the Group’s Modern Slavery Statement
–
Approved the Group’s annual QCA compliance statement
–
Reviewed and approved the Terms of Reference of certain Board
Committees
–
Reviewed the principal risks to the Group
–
Received regular governance reports
Standing agenda items, such as reports from the CEO and CFO, Legal, R&D, Health and Safety, Pharmacovigilance, are presented at every meeting.
Governance
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Our s.172(1) statement
Section 172(1) statement
Under section 172(1) of the Companies Act 2006,
the directors of a company have a duty to act in
the way they consider, in good faith, would be
most likely to promote the success of the
company for the benefit of its members as a
whole. In carrying out this duty, directors must
have regard (amongst other matters) to:
a) the likely consequences of any decision in the
long term;
b) the interests of the company’s employees;
c) the need to foster the company’s business
relationships with suppliers, customers and
others;
d) the impact of the company’s operations on the
community and the environment;
e) the desirability of the company maintaining a
reputation for high standards of business
conduct; and
f) the need to act fairly as between members of
the company.
This statement explains how the Board of
Directors of Allergy Therapeutics plc had regard to
these matters when discharging its duties during
the financial year ended 30 June 2025.
This section 172(1) statement focuses on the
principal decisions taken by the Board during the
year. A wider overview of the Board’s activities,
governance framework, and decision-making
processes is provided earlier in this corporate
governance report and should be read alongside
this statement.
In considering these matters, the Board also had
regard to the views and interests of the Company’s
key stakeholders. Details of how the Company
engages with its stakeholders, and how those
perspectives inform Board discussions, are set out
on pages 12 to 15 of this Annual Report and should
be read in conjunction with this statement.
To allow the Board to consider these matters
effectively, Directors receive regular updates on
stakeholder views from the Executive Directors
and the Executive Team.
Whilst it is not always possible to meet the
preferences of all stakeholders, which may
diverge, the Board aims to ensure there is an
appropriate balance.
See more on pages 12 to 15.
During the year, the Board considered a number of
important matters central to the Company’s
strategy, operations and long-term success. The
following examples illustrate how the Directors
applied their duties under section 172(1) when
making key decisions.
1. Motivating and retaining
employees
A key focus for the Board during the year was how
best to motivate employees and retain critical
talent across the organisation. The Company
continues to operate in a challenging financial
environment and the Board recognises that
competitive remuneration, fair reward and visible
opportunities for employees to share in the
Company’s success are vital both to employee
engagement and to maintaining stability within
the business.
Against this backdrop, the Board approved an
all-company long-term incentive plan award,
ensuring that all employees are able to participate
in the potential upside created by delivering on
the Company’s strategic objectives. This plan
was designed with stretching performance
targets for the Executives and aims to align
employee rewards with long-term shareholder
value creation, while fostering a sense of
shared ownership and commitment throughout
the workforce.
Alongside this, the Board undertook a review of
remuneration and approved salary increases,
balancing the need to remain financially
disciplined with the importance of recognising and
rewarding employees for their contributions in
difficult circumstances. The Board was mindful
that without an engaged and motivated workforce,
the risk of employee attrition would increase,
potentially creating instability and loss of critical
knowledge at a time when continuity is essential
to the Company’s progress. By supporting and
motivating employees, the Board aimed to foster
a workforce that contributes to the long-term
success of the business and participates in the
value it creates for shareholders.
2. Change in Nominated Adviser
During the year, the board appointed a new
Nominated Adviser following a careful review of
the company’s future requirements. The board is
grateful for the support provided by its previous
Nominated Adviser and acknowledges the
valuable role they played during the relationship.
The Board also recognises the vital role a
Nominated Adviser plays in governance, oversight,
and compliance – helping the company maintain
fairness and transparency for all its members.
The decision to appoint a new adviser reflects the
company’s ongoing evolution and its commitment
to ensuring the right expertise is in place for the
next phase of growth. The new adviser has been
selected to complement this forward-looking
strategy and to continue the strong foundations
already established, supporting constructive
engagement with the market and investors.
This step underscores the board’s focus on
long-term success. By working with an adviser
committed to both governance and opportunity
creation, the company aims to build on past
achievements and attract investment to fund
strategic initiatives, including research and
development and the advancement of its
clinical pipeline.
Governance
48
Allergy Therapeutics plc
Annual Report and Accounts 2025
Our s.172(1) statement continued
3. Growth opportunities, clinical
trials and strategic investment
A central focus for the Board during the year has
been the progression of the Company’s clinical
trials, particularly advancing towards the
submission of a marketing authorisation
application for the Grass MATA MPL product in
Germany. These decisions involved balancing
multiple factors, including the Company’s
obligations to regulators, commitments to patients
participating in trials, and the need to ensure
timely access to treatments for those awaiting
commercial supply. These considerations are
closely linked to the Company’s purpose:
to transform the lives of patients and those
around them.
Advancing clinical trials requires substantial
funding and careful allocation of resources.
The Board was mindful of the impact on
employees, suppliers and other partners who
support these initiatives, recognising that any
delays could disrupt operations and affect the
delivery of products and services. Strategic
planning was applied to ensure that the Company
could continue to progress innovation, maintain
manufacturing continuity, and meet the
expectations of healthcare providers.
During the year, the Board also approved a debt
funding facility with Hayfin Capital Management
LLP. This decision provided the Company with the
capital needed to support ongoing operations and
the advancement of clinical trials, underpinning
investment in research and development,
manufacturing and other strategic initiatives.
By securing funding, the Board ensured that
resources were available to support employees,
patients, suppliers, and shareholders, maintaining
momentum across the business.
The Board further considered capital expenditure
on buildings and equipment to create a productive
and safe working environment, support
operational efficiency, and ensure compliance
with regulatory requirements. These investments
benefit employees, contractors, healthcare
providers and patients alike, enabling reliable
product supply and supporting the Company’s
broader purpose. In addition, the Company
continued to support the healthcare community
through initiatives such as the EAACI Early Career
Research Award, helping to educate and develop
future professionals and fostering innovation in
Allergy Therapeutics.
Strategic discussions also included opportunities
to attract new investors and partnerships, with the
objective of securing funding to support clinical
trials, manufacturing and growth initiatives. While
specific details cannot be disclosed, the Board
considered these opportunities in terms of
long-term impact, alignment with Company
purpose, and benefits for all stakeholders.
Conclusion
In reflecting on the key decisions taken during
the year, the Board has been mindful of the
interconnected nature of the business and the
ripple effects each decision can create. By
supporting and motivating employees, investing in
equipment and facilities, progressing clinical trials
and securing funding, the Company fosters a
workforce that is engaged, retains critical
knowledge and contributes directly to long-term
success. These measures also ensure the
Company can continue to manufacture products
reliably, meet the expectations of healthcare
providers, and deliver on its purpose to transform
patient care.
Advancing clinical trials and supporting innovation
attracts and retains highly skilled personnel,
sustains research and development capabilities,
and enables patients to access necessary
treatments. The Board carefully considered the
impact on suppliers and other partners,
recognising that timely progression is critical to
maintaining operational continuity. Strategic
initiatives to attract investors were also designed
to ensure resources are available to fund growth,
support clinical programmes and strengthen the
Company’s infrastructure.
Taken together, these decisions demonstrate how
the Board sought to balance long-term
consequences, employee interests, patient
needs, supplier relationships, regulatory
obligations and shareholder value. By thinking
in this interconnected way, the Board aims to
promote sustainable growth, uphold high
standards of business conduct, and create
enduring value for all stakeholders.
Governance
49
Allergy Therapeutics plc
Annual Report and Accounts 2025
Peter Jensen OBE
Chair of the Nomination Committee
10 December 2025
Nomination Committee report
Introduction from the Chair
On behalf of the Board, I am pleased to present
the report of the Nomination Committee (the
‘Committee’) for the year ended 30 June 2025. The
Committee’s Terms of Reference are published on
the Company’s website. This report sets out the
Committee’s role, responsibilities, activities during
the year and its priorities for the year ahead, in
accordance with the disclosure recommendations
of the QCA Code (2023).
Meetings and attendance
The Committee met twice during the year. Details
of attendance by individual members are set out in
the table on page 46 of this Annual Report.
Time commitment of Directors
Executive Directors devote substantially all of
their working time to the Company. Non-Executive
Directors are expected to commit up to two days
per month. The Committee has not set a formal
limit on the number of additional external
appointments that the Chair or Non-Executive
Directors may hold, provided that such
commitments do not interfere with their ability
to discharge their duties to the Company.
Appointments are discussed with the Chair
before acceptance.
Board appointments and
recruitment process
When a Board vacancy arises, the Committee
draws on a range of external advisers and
networks to identify potential candidates.
This may include the Company’s Nominated
Adviser, financial public relations agency and
corporate legal advisers. In addition, members
of the Board may introduce candidates from their
own networks where appropriate for the role.
The Company has previously engaged external
search agencies and may do so again where
appropriate. The Committee ensures that
appointments are made on merit and against
objective criteria, taking into account the benefits
of diversity of skills, experience and perspective.
Board composition
and Director skills
The skills and experience of each director are set
out in their biographies on pages 38 and 39 of this
Annual Report. The Committee considers Board
composition. The Committee ensures that the
Board and its Committees continue to have the
right mix of skills and experience to be able to
deliver the Group’s strategy. The Committee
continues to consider these matters at meetings
and will make any recommendations to the Board
where appropriate.
Chairman’s tenure
I have served as Chairman for more than ten
years. The independent Non-Executive Directors
considered my tenure as the Group’s Chairman.
Further information regarding their considerations
are set out in the ‘Board independence’ section
of the corporate governance report on page 46.
The Board concluded that I should continue in my
role as Chairman. This position will continue to be
reviewed in line with best practice.
Succession planning
The Committee reviews succession planning for
the Board and Executive Team at appropriate
intervals, typically at least once each year. These
discussions consider the Group’s current and
future leadership needs and the availability of
suitable internal and external candidates. Where
internal development is insufficient to meet future
needs, external recruitment or outsourcing would
be required. At present, there are no anticipated
changes to Board or executive roles.
Board performance review
The QCA Code recommends regular evaluation of
Board performance, including periodic use of
external facilitators. During the year, the
Committee discussed the performance of the
Board, with a particular focus on the Executive
Directors and overall Board composition.
It concluded that executive performance was
satisfactory and that the existing Board structure
and individual Directors remain essential to the
Company’s continued growth and success.
The Committee considered that any changes at
this stage could have introduced instability and it
therefore prioritised continuity, institutional
knowledge and corporate memory, which are
particularly important as the Company remains
pre-profit.
No formal internal or external Board performance
review was conducted during the year.
The Committee will continue to keep under
review the potential benefit of engaging an
external facilitator at an appropriate time in
the future.
Governance
50
Allergy Therapeutics plc
Annual Report and Accounts 2025
Nomination Committee report continued
Diversity and inclusion
The Board recognises the benefits that diversity
of experience and perspective can bring to the
business. While no formal written diversity and
inclusion policy has been adopted, the Board
takes a broad view of diversity, considering
factors such as age, geography, professional
background and shareholder representation.
The current Board reflects this breadth, with
directors based in the US, Canada, Hong Kong,
Spain and the UK, and with expertise spanning
finance, operations, large-pharma, medical and
private equity.
The Board acknowledges that gender balance
remains an area where progress can be made.
While gender diversity has not advanced in the
current year, the Committee remains mindful of
this when considering future appointments and
recognises the benefits that greater gender
representation could bring.
Directors’ induction, training and
development
Upon appointment, all Directors receive an
induction programme tailored to their role.
The process includes meetings with all Directors,
the Company Secretary and other members of the
Executive Team. A visit to our main manufacturing
site in Worthing is also incorporated into the
programme to understand business management
and develop greater commercial awareness of
the Group; these visits continue throughout the
year. The Company Secretary updates the Board
on regulatory and corporate governance matters
and periodic briefings are arranged with external
advisers, such as our Nominated Adviser and
Broker (Cavendish Capital Markets Limited), to
provide a better understanding of the broader
market. Directors also receive regular business
updates from the CEO and CFO as well as other
members of the Executive Team. Directors may
also take independent advice at the Company’s
expense if they feel this is appropriate.
Shareholder engagement
The Chair is available to meet shareholders at the
Annual General Meeting and Directors are subject
to regular re-election by rotation (in accordance
with our articles), providing shareholders with an
opportunity to confirm their continued support. In
addition, the Board includes two shareholder
representatives, one of whom is a member of the
Committee, and the other attends Committee
meetings by invitation, ensuring that shareholder
perspectives are considered in succession
planning and Board composition discussions.
Proposed activities for the next
financial year
The Committee intends to:
–
review succession planning for the Executive
Team;
–
continue to monitor the balance of skills,
knowledge and independence of the Board and
its Committees;
–
consider diversity, including gender
representation, in any future appointments; and
–
keep under review the potential benefit of a
more structured Board evaluation process,
including the possibility of external facilitation
at the appropriate time.
Role of the Committee
The Nomination Committee evaluates and
makes recommendations regarding Board and
Committee composition and succession
planning.
Who?
The members of the Committee during the year
comprised Peter Jensen OBE as Chair, Tunde
Otulana, Cheryl MacDiarmid and Anthony
Parker.
What?
Responsibilities and activities:
–
evaluating the balance of skills, knowledge,
experience and diversity of the Board and
its Committees, and making
recommendations to the Board on any
desired changes;
–
overseeing the succession planning for the
Board and the Executive Team, including the
identification and assessment of potential
candidates and making recommendations
to the Board;
–
leading the process for Board appointments
by identifying and nominating, for the
approval of the Board, candidates to fill
Board vacancies as and when they arise;
–
keeping under review the leadership needs
of the Group in respect of the CEO, CFO and
other members of the Executive Team; and
–
reviewing the independence of Directors.
Peter Jensen OBE
Chair of the Nomination Committee
10 December 2025
Governance
51
Allergy Therapeutics plc
Annual Report and Accounts 2025
David Ball
Chair of the Audit and Risk Committee
10 December 2025
Audit and Risk Committee report
As Chair of the Audit and Risk Committee, I am
pleased to present our report for the year ended
30 June 2025. This report explains how the
Committee has undertaken independent oversight
of management’s risk management activities,
internal controls, and the external audit process
on behalf of the Board.
The Committee comprises both independent
and non-independent members, with a majority
considered independent. Details of membership,
the qualifications, skills and experience of the
Committee’s members together with their
attendance at meetings are set out on page 46
of this Annual Report and Accounts.
The Committee’s meetings were also attended
(by invitation) by the CFO, Group Legal Director
and Company Secretary and Group Financial
Controller, together with senior representatives
of BDO LLP (the external auditor) as required.
The Chair also met privately during the year with
the external auditors.
The responsibilities set out on this page form the
basis of the Committee’s rolling annual work plan
which is adjusted throughout the year as
necessary. The Committee is able to seek any
information it requires from management or
external parties to investigate issues or concerns,
as it deems appropriate. The Committee can also
obtain independent professional advice at the
Group’s expense.
The Committee keeps the Board informed of its
activities and recommendations, and the Chair
provides an update to the Board at each meeting.
A copy of the Committee’s Terms of Reference,
which were updated during the year to reflect the
move to the QCA Code 2023, can be found at
www.allergytherapeutics.com.
Further details of the matters considered or put
into effect at the Committee meetings were as
follows:
–
acceptance of the external auditor’s full-year
report for the year ended 30 June 2024,
including their review of the Board’s
assessment of going concern and the Board’s
conclusion that the going concern basis is the
appropriate basis for the preparation of the
Company’s accounts;
–
review of the half-year financial results;
–
review and approval of the external auditor’s
plan for the 2025 year end;
–
review and approval of the external auditor’s
fees for the 2025 audit;
–
plans to improve the risk management process
across the business and progress internal audit
findings from prior years;
–
a review of health and safety policies
group‑wide;
–
debt funding reporting obligations;
–
the Grass MATA MPL MAA for Germany and
commercialisation plans for the same product
in Germany;
–
the Group’s operating subsidiaries compliance
with various aspects of its Treasury Policy,
including counterparty concentration risk and
credit ratings, subsidiary liquidity management
and the ongoing temporary suspension of the
hedging policy;
–
proposed accounting treatment for the various
funding transactions completed during the
period;
–
a proposed change of the Group’s principal
alternative performance measure, ‘EBITDA
pre-R&D and Exceptionals’ to move to a more
appropriate ‘Adjusted EBITDA’ metric;
–
adoption by the Group of an updated Group
Financial Control policy;
–
review of key accounting estimates and
judgements proposed for presentation in the
2025 Annual Report and Accounts;
–
Group insurance renewal;
–
the hedging policy and its temporary
suspension;
–
matters related to IT security, and capital
investment projects; and
–
overseeing compliance with applicable legal
and regulatory requirements, including
monitoring ethics and compliance risks.
Governance
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Allergy Therapeutics plc
Annual Report and Accounts 2025
Audit and Risk Committee report continued
Role of the Committee
The primary role of the Audit and Risk
Committee is to assist the Board in providing
effective governance over the Group. This
involves ensuring the integrity of our financial
reporting and audit process, and overseeing
and monitoring the effectiveness of our internal
control systems and management of risks.
Who?
During the year, the members of the Committee
comprised David Ball (Chair), Tunde Otulana,
Cheryl MacDiarmid and Anthony Parker.
What?
The roles and responsibilities of the Audit and
Risk Committee, as set out in its Terms of
Reference, are reviewed annually, taking into
account relevant regulatory changes and
recommended best practice. The key
responsibilities of the Committee include, but
are not limited to:
–
evaluating the effectiveness of the system
of risk management and internal controls;
–
reviewing the integrity of the financial
statements, including Annual Reports,
half-year reports and going concern
assessments;
–
reviewing and discussing with management
the appropriateness of judgements involving
the application of accounting principles and
disclosures;
–
reviewing the Group’s risk register;
–
reviewing the effectiveness of
whistleblowing procedures;
–
overseeing compliance with applicable legal
and regulatory requirements, including
reviewing ethics and compliance risks;
–
monitoring the qualifications, expertise,
resources and independence of the
external auditor;
–
assessing the external auditors’
performance and effectiveness each year
and approving related remuneration for the
external auditor; and
–
recommending the appointment or
re-appointment of the external auditor to
the Board so that the Board may put the
recommendation to the shareholders at
the AGM.
Risk management and internal
controls
The Committee supports the Board in fulfilling its
responsibilities in relation to risk management and
internal controls by reviewing reports on risks,
controls and assurance. The Committee assesses
the risk management framework and the
effectiveness of the procedures for internal
control over financial reporting, compliance and
operational matters.
The Group’s key risks continue to be reviewed and
the Committee updates the Board on any matters
that require oversight or awareness. Work is
continuing to improve risk reporting at all levels of
the business.
During the year, the Committee also drew on
independent input in specific areas, including
IT and health and safety, to supplement
management’s assessment. The Committee is
satisfied that this approach ensures that key risks
are brought to its attention in a timely and effective
way and that appropriate steps are being taken by
management to manage those risks.
In addition, the Committee draws assurance from
a number of sources, including some third-party
reviews, the professional expertise within the
Executive Team (such as the qualified finance,
regulatory and legal professionals), the oversight of
external regulators and, in some areas, suppliers
who conduct regular audits. The Committee is
satisfied that this layered approach provides the
necessary assurance over the effectiveness of the
Company’s internal control framework.
Financial reporting
During the year, the Committee received
comprehensive reports from management and the
external auditor on financial reporting, accounting
policies and judgements and reporting matters.
The Committee reviewed the Group’s half-year
report and Annual Report with management and
the external auditor.
Going concern
The going concern period has been assessed as
the twelve-month period from the date of approval
of the financial statements. The financial
statements have been prepared on a going
concern basis after considering the Group’s and
the Company’s current cash position and
reviewing budgets and cash flow forecasts for a
period of at least twelve months from the date of
approval of these financial statements. The parent
company is a holding company and as such, its
going concern status is intrinsically linked to the
Group. The going concern assessment for the
parent company was performed as part of the
Group’s assessment.
Between the balance sheet date and
20 October 2025, the Group drew down £12.5m
under the Amended Shareholder Facility. Along
with previous drawdowns the entire amount of the
Amended Shareholder Facility has now been
drawn and a total of 1,375,000,000 warrants
issued. On 29 October 2025, the Company
received exercise notices from the Shareholder
Lenders in respect of the 1,375,000,000 warrants,
the proceeds from which were used to repay the
Amended Shareholder Facility in full (including all
capitalised and accrued interest). The Company
also received net proceeds of £1m, after
repayment of the Amended Shareholder Facility,
paid to the Company in cash. The exercise of
warrants, issuance of new Ordinary Shares and
repayment of the Amended Shareholder Facility
has significantly strengthened the Group and the
Company’s balance sheet.
Furthermore, the Shareholder Lenders have
agreed to provide a new £50m unsecured loan
facility (the “Renewed Shareholder Facility”)
on an uncommitted basis. The Renewed
Shareholder Facility is available to draw down
from 29 October 2025 until 15 July 2030, with
interest payable at 12 per cent. per annum and
a repayment date of 15 October 2030.
Governance
53
Allergy Therapeutics plc
Annual Report and Accounts 2025
Going concern continued
There are no warrants attached to the drawdown
of the facility extended under the Renewed
Shareholder Facility. The Shareholder Lenders
have committed to make available at least £40m
of funding in the going concern period, as and
when requested by the Company, as a loan under
the Renewed Shareholder Facility. The total £40m
shareholder funding commitment is reduced by
any funding received from other third parties,
and has no restrictions on drawdowns.
The Group continues to require funding for the
foreseeable future, in particular to fund the
ongoing R&D programme. The Directors have
confidence in the ability to access the
uncommitted funding during the next twelve
months with the shareholders undertaking that
funding would be available from them under the
Renewed Shareholder Facility in the event that it
was required. Furthermore, in severe but plausible
downside scenarios the group has the ability to
preserve cash through the deferral of capital
expenditure and other spend items.
The Directors have prepared cash flow forecasts
for the twelve-month period from the date of
signing of the accounts based on the arrangements
in place for funding and the above representations
provided by the Shareholder Lenders. The
Directors have stress tested the forecasted cash
flows by considering severe but plausible downside
scenarios, including mitigating actions that could be
taken to preserve cash through the deferral of
capital expenditure and other spend items. These
forecasts show that, even in the stress tested
scenarios, the Group has access to sufficient funds
for the twelve-month going concern review period.
Furthermore, the forecasts for the entirety of the
going concern period show that there would be no
breach of the financial covenants attached to the
Hayfin Facility, as set out in Note 24, even in a
severe but plausible downside scenario. The
balance of cash and cash equivalents at the end
of November 2025 was £11.9m.
Internal audit
Internal audit remit
Mazars LLP (‘Mazars’) was previously appointed
in 2022 to act as Allergy Therapeutics’ internal
auditor. Whilst their work has not progressed in
the year, Mazars remain as the Company’s internal
auditor. The primary role of the internal audit
function is to safeguard value by protecting the
business’s assets, reputation and sustainability.
The Committee agrees the scope of the internal
auditor and approves its rolling three-year plan.
Annual internal audit plan
During the year, the Committee continued to
concentrate its attention on the requirements for
the going concern and strategy of the Group. As
such, the internal audit plan was again paused for
this year. Whilst this was not ideal, it was
necessary for the Committee to devote the
correct attention to the key risks and strategy of
the Group. It was not considered an appropriate
time to restart the internal audit plan.
The Committee will review the internal auditor
and their planned work in the forthcoming year.
Regular updates relating to the progress of internal
audit findings from prior years were provided to
the Committee throughout the year.
Speak Up Policy
The Group adopted its Speak Up Policy in
March 2022. The policy has been published on the
Group’s DiscoverLearn system with accompanying
training. Concerns can be raised via a third-party
provider or internally. We encourage anyone who
has concerns to speak up.
The process is managed by the Group Legal
Director and Company Secretary in conjunction
with Human Resources, unless it is not appropriate
to do so. The Committee receives regularly
updates of the outcomes of investigations
conducted in accordance with the policy.
External auditor
Annual audit plan
In May, BDO submitted its audit scope and plan for
the 2025 audit to the Committee, highlighting any
areas which would receive special consideration.
The Committee considered the annual plan, which
included assessing whether the materiality levels
and proposed resources were appropriate.
The Committee met the external auditors without
management being present in order to encourage
open and transparent feedback from both parties.
This is the fifth year that BDO have been auditors
to the Group. This year, the Group has a new lead
audit partner.
Non-audit services and fees
Non-audit services are normally limited to
assignments that are closely related to the annual
audit or where the work is of such a nature that a
detailed understanding of the Group is necessary.
The Group has adopted a policy to ensure that the
provision of non-audit services by the external
auditor does not compromise its independence or
objectivity. The policy requires the Committee to
pre-approve any non-audit work with a cost
exceeding £10,000.
During the year, there were no non-audit services.
The total fees charged by the external auditor in
the year are shown on page 93.
David Ball
Chair of the Audit and Risk Committee
10 December 2025
Audit and Risk Committee report continued
Governance
54
Allergy Therapeutics plc
Annual Report and Accounts 2025
Cheryl MacDiarmid
Chair of the Remuneration Committee
10 December 2025
Report of Directors’ remuneration
The Remuneration Committee
On behalf of the Committee, I am pleased to
present the Report of Directors’ remuneration for
the year ended 30 June 2025.
As a company admitted to AIM, we are guided by
the QCA Remuneration Committee Guide and,
when appropriate to do so, look to the UK
Corporate Governance Code and to investor
guidelines for best practice. In this report, we set
out the Committee’s responsibilities and report on
the decisions of the Committee during the year. In
line with good practice, we will voluntarily put
forward an advisory resolution for approval of this
report and our Directors’ remuneration policy at
the 2025 AGM, as we did at the 2024 AGM.
Membership
During the year, the Remuneration Committee
comprised Cheryl MacDiarmid (Chair), Zheqing
(Simon) Shen and Peter Jensen OBE.
Post period, in August 2025, the Board and the
Remuneration Committee reviewed the
Committee’s composition in light of the
requirements of the QCA Code 2023, in particular
the provision relating to ensuring that the
Remuneration Committee comprises a majority of
independent Non-Executive Directors. As part of
this review, Peter Jensen OBE stepped down as a
member of the Committee. At the same time,
David Ball was appointed to the Committee,
ensuring that membership remains fully aligned
with governance expectations of independence
and best practice.
Roles and responsibilities of the
Committee
The Remuneration Committee sets, reviews and
recommends the Group’s overall remuneration
philosophy, policy, strategy and monitors
implementation. Responsibilities include:
–
determining and recommending to the Board
the remuneration policy of the Company;
–
designing and setting salary and bonus,
including performance conditions and targets
for Executive Directors;
–
designing and setting long-term incentive
awards, including performance conditions and
targets for Executive Directors and the
Executive Team;
–
reviewing and approving any
performance‑related bonus schemes for all
employees;
–
deciding payment of bonuses and vesting of
LTIPs against performance conditions and
targets; and
–
reviewing shareholder feedback and evaluating
Committee effectiveness.
Remuneration year ended
30 June 2025: key decisions
In light of the business dynamic in 2025, the
Committee struck a balance of reflecting the
challenge of short-term performance delivery with
retention and motivation of staff towards future
long-term growth. Key decisions during the year
included:
–
agreeing changes to the Committee’s Terms of
Reference and membership, in light of the
adoption of the QCA Code 2023. A copy of the
Committee’s Terms of Reference can be found
at www.allergytherapeutics.com;
–
deciding that no bonuses were to be paid to any
employee for the year ending 2024, and again
(post-period) in 2025, considering the Group’s
annual performance; however, approving
retention payments to the CEO and CFO, linked
to KPIs agreed by the Committee, and
discussed with major shareholders;
–
approving a one-time, long-term special award
for the CEO, CFO and Executive Team, designed
to drive sustained and stretching share price
growth and value creation over five years;
–
offering a share option plan award to all
employees (excluding the Executive Directors
and Executive Team) designed to drive
performance, motivation, retention and value
creation over three years;
–
executing a standard LTIP award operating over
a three-year performance period to the
Executive Directors and the Executive Team;
–
conducting and implementing an externally
benchmarked salary and bonus review of
Executive Directors and Executive Team; and
–
putting forward advisory resolutions to approve
the 2024 remuneration report and remuneration
policy, and a resolution to approve the special
executive LTIP and employee share option
awards at our 2024 AGM. Each resolution was
passed with over 99.6% support.
Details of awards made to the Executive Directors
are set out on page 59.
External consultation
The Committee undertakes regular benchmarking
of Executive Director and Executive Team
remuneration with the support of its independent
adviser, h2g Remuneration Advisory. h2g is a
member of the UK Remuneration Consultants
Group (“RCG”) and has confirmed that it complies
with the RCG Code, has no other relationship with
the Company and the Committee is satisfied that
the advice it receives is independent and objective.
Notably in 2025, h2g advised the Committee on
the one-time special award for the Executive
Directors and Executive Team, the option scheme
for all employees and standard salary, bonus and
LTIP benchmarking of the Executive Directors.
Remuneration policy in the following
financial year
Forward looking, FY26 will retain similar
remuneration philosophy and policy, with an intent
to align remuneration to the renewing strength of
the business and market competitiveness. As
such, FY26 is anticipated to include modest salary
increases for employees, a bonus payment for
employees based on performance achievement
and a continuation of stretching and aspirational
long-term incentive programmes. Non-Executive
Director fees will also be considered.
The Remuneration Committee welcomes all
shareholder feedback on remuneration and will
continue its approach of shareholder consultation
where significant change is considered.
Cheryl MacDiarmid
Chair of the Remuneration Committee
10 December 2025
Governance
55
Allergy Therapeutics plc
Annual Report and Accounts 2025
Report of Directors’ remuneration continued
The remuneration policy
There have been no changes to the remuneration policy in FY25. We believe the current framework provides the right balance of fixed and variable, performance-linked pay, aligned to the strategic goal of
accelerating the delivery and commercialisation of our immunotherapies. Fixed remuneration includes base salary, benefits and pension. Variable remuneration includes annual bonus and awards made under the
Long Term Incentive Plan (“LTIP”).
The key objectives of the Group’s remuneration policy are to:
–
align executive and shareholder interests for short, mid and long-term growth of shareholder value;
–
underpin value creation, aligned to purpose, strategy and effective pay for performance;
–
support retention, motivation and recruitment of talented people; and
–
support and reinforce the desired Company culture, promoting right behaviours and decisions within risk parameters set by the Board.
The Committee encourages executive long‑term investment in the business, establishing achievable and transparent performance/over-performance targets linked to strategic milestones, KPIs and value drivers.
Importantly, the Committee is fully committed to equity and differentiation for performance. Decisions are externally benchmarked where possible and the Committee strives for open communication in a simple
and easy‑to‑understand manner.
Elements of the remuneration policy
Purpose and link to policy/
strategy
Operation
Maximum opportunity
Performance metric
Base salary
To recruit and retain high-performing
Executive Directors, reflecting individual
experience, role and strategic importance
to the business.
Base salary is reviewed annually as at 1 October,
with reference to each Executive Director’s
performance and contribution during the year;
the scope of the Executive Director’s
responsibilities; and competitiveness relative to
similar companies.
There is no prescribed maximum salary
or increase. The Committee is guided by
the general increase for the broader
employee population but has discretion
to decide to award a lower or higher
increase.
The Committee considers individual
performance, Group performance and
external benchmarks when setting base
salary.
Benefits
To recruit and retain high-performing
Executive Directors, appropriately
competitive to comparator companies.
Benefits are in line with those offered to other
senior managers and may include private
healthcare, life insurance, travel insurance and a
car allowance.
The level of benefits is not
pre‑determined but is in line with other
senior managers.
Not applicable.
Pension
To recruit and retain high-performing
Executive Directors, appropriately
competitive to comparator companies.
The UK company operates a defined contribution
personal pension scheme and currently makes
pension contributions in respect of the Executive
Directors.
The Company may contribute up to 15%
of base salary (in the case of the CEO)
and up to 10% of base salary (in the case
of the CFO).
Not applicable.
Annual bonus
To incentivise and reward a range of
short-term performance targets that are
key to the success of the Company.
To align Executive Directors, Executive
Team and shareholders to annual targets.
Bonus arrangements are reviewed annually at the
start of the financial year and agreed by the
Committee in September. Performance against
targets and award levels are determined shortly
after the year end. The annual bonus is paid in
cash.
The maximum bonus opportunity for the
CEO is 100% of annual salary and for the
CFO is 50% (but can be increased up to
100% in exceptional circumstances).
Performance conditions and challenging
performance targets are set each year to
reinforce the strategic priorities for the
year.
Governance
56
Allergy Therapeutics plc
Annual Report and Accounts 2025
Report of Directors’ remuneration continued
Purpose and link to policy/
strategy
Operation
Maximum opportunity
Performance metric
Long Term
Incentive Plan
To support retention, long-term
performance and align interests of
Executive Directors, Executive Team
and shareholders.
Executive Directors are eligible to receive awards
of shares under the Long Term Incentive Plan, at
the discretion of the Committee.
Awards normally vest after three years, subject
to continued employment and three-year
performance conditions.
50% of the Executive Directors’ award is subject
to a post-vesting holding period.
In assessing the outcome of the performance
conditions, the Committee satisfies itself that the
figures are a genuine reflection of financial
performance.
LTIPs are subject to malus and clawback
provisions.
The LTIP scheme includes a dilution limit of 10%
over ten years.
The Remuneration Committee has the
right to cap a maximum award should the
award be deemed excessive in light of
the Group’s performance.
The normal maximum award for the CEO
is 150% of salary and the normal
maximum for the CFO is 100% of salary.
The maximum award which may be made
in exceptional circumstances, such as
recruitment, is 200% of salary.
The vesting of the award is subject to the
Group’s performance over a specified
performance period.
The performance conditions and
weightings are reviewed by the
Committee annually. The Committee has
discretion to make changes to the
conditions or weightings to ensure that
they remain relevant to the Group’s
strategy and are suitably stretching.
Shareholding
guideline
Encourages Executive Directors to build a
meaningful shareholding to further align
interests with shareholders.
Each Executive Director is expected to build up
and maintain a shareholding in the Company
equivalent to 100% of base salary.
Not applicable.
Not applicable.
Non-Executive
Directors
Attract and retain high calibre
Non‑Executive Directors with the
necessary experience.
Provide fees appropriate to the time
commitments and responsibilities of
each role.
Non-Executive Directors are paid a base fee in
cash. An additional fee is paid to the Senior
Independent Non-Executive Director for chairing
the Audit and Risk and Remuneration
Committees. Fees are reviewed periodically. In
addition, reasonable business expenses
(together with any tax thereon) may be
reimbursed.
There is no prescribed maximum annual
fee or fee increase. The Board is guided
by the general increase for the broader
employee population and takes into
account relevant benchmark and market
movements.
Not applicable.
Elements of the remuneration policy continued
Governance
57
Allergy Therapeutics plc
Annual Report and Accounts 2025
Report of Directors’ remuneration continued
Notes to the policy table
Annual bonus scheme
Executive Directors may earn bonuses depending on the Group’s financial performance and
performance against individual targets designed to deliver strategic goals. The principal target currently
applied is EBITDA performance. The Committee sets targets it believes to be appropriately stretching,
but achievable.
Long-term incentives
The performance conditions for the LTIP currently comprise measures of EBITDA performance, share
price performance and strategic milestone delivery.
Malus and clawback
Awards granted under the long-term incentive arrangements are subject to malus and clawback until the
end of the respective holding periods. Reasons for malus and clawback being applied would include
gross misconduct of a Director or a material misstatement in the audited accounts of the Group. The
application of any malus or clawback is at the discretion of the Committee.
Remuneration of employees below the Board
No element of remuneration is operated solely for Executive Directors. Employees below the Board
receive base salary, benefits and annual bonus, and designated key personnel are invited to participate
in the LTIP. The Committee is mindful of the wider workforce context. Across the Company, salary
increases have been modest, with all employees receiving an inflationary 3% increase during the year.
The Company continues to be accredited as a real Living Wage employer in the UK, reflecting our
commitment to fair and responsible pay practices.
Executive Directors’ service contracts and payments for loss of office
Executive Directors have rolling service contracts with an indefinite term, but a fixed period of notice of
termination. The services of the CEO may be terminated on a maximum of twelve months’ notice by the
Company or the individual; the CFO may be terminated on a maximum of six months’ notice. Our
approach to remuneration in each of the circumstances in which an Executive Director may leave is
determined by the Remuneration Committee in accordance with the rules of any applicable scheme.
Executive Directors
Date of contract
Notice period
Manuel Llobet
11 June 2009
12 months
Dr. Shaun Furlong
11 August 2023
6 months
Non-Executive Directors’ service contracts
The Non-Executive Directors do not have service contracts but instead have letters of appointment
which contain a three-month notice period. The Chairman’s letter of appointment contains a six-month
notice period. The letters of appointment may be viewed at the Company’s registered office.
Non-Executive Directors
Date of contract
Notice period
Peter Jensen OBE
1 October 2010
6 months
Tunde Otulana
6 June 2017
3 months
Cheryl MacDiarmid
27 October 2021
3 months
Anthony Parker
6 December 2022
3 months
Zheqing (Simon) Shen
6 December 2022
3 months
David Ball
26 June 2024
3 months
Consideration of new Executive Directors or members of the
Executive Team
When recruiting or promoting any members of the Executive Team (including Executive Directors), the
remuneration policy is applied consistently as set out above to ensure that any new member is on the
same remuneration footing as existing Executive Directors or Executive Team members respectively,
while taking into account the skills and experience of the individual, market competitiveness and the
strategic importance of the role.
Annual report on Directors’ remuneration
This section of the Report of Directors’ remuneration explains how the remuneration policy has been
implemented during the year.
Governance
58
Allergy Therapeutics plc
Annual Report and Accounts 2025
Report of Directors’ remuneration continued
Directors’ remuneration
The tables below set out the single figure of total remuneration in GBP for the Executive Directors and Non-Executive Directors for 2025 and 2024:
Fixed pay
Performance related
Total
Single figure of remuneration 2025
Salary/
fees5
Taxable
benefits6
Pension7
Bonus
Additional
remuneration
LTIPs vested
in year8
Total fixed
Total fixed
performance
related
Total
Manuel Llobet
332,263
26,380
48,745
—
96,9559
—
407,388
96,955
504,343
Dr. Shaun Furlong
215,000
11,704
23,320
—
64,00010
—
250,024
64,000
314,024
Peter Jensen OBE
94,000
—
—
—
—
—
94,000
—
94,000
Tunde Otulana
44,500
—
—
—
—
—
44,500
—
44,500
Zheqing Shen
—
—
—
—
—
—
—
—
—
Anthony Parker
—
—
—
—
—
—
—
—
—
Cheryl MacDiarmid
44,500
—
—
—
—
—
44,500
—
44,500
David Ball
44,500
—
—
—
—
—
44,500
—
44,500
Total
774,763
38,084
72,065
—
160,955
—
884,912
160,955
1,045,867
Fixed pay
Performance related
Total
Single figure of remuneration 2024
Salary/
fees5
Taxable
benefits6
Pension7
Bonus
Additional
remuneration
LTIPs vested
in year8
Total fixed
Total fixed
performance
related
Total
Manuel Llobet
327,258
24,409
48,362
—
84,4779
—
400,029
84,477
484,506
Dr. Shaun Furlong1
62,067
3,657
6,721
—
20,00010
—
72,445
20,000
92,445
Peter Jensen OBE
94,000
—
—
—
—
—
94,000
—
94,000
Tunde Otulana
44,500
—
—
—
—
—
44,500
—
44,500
Mary Tavener2
40,833
—
—
—
—
—
40,833
—
40,833
Zheqing Shen
—
—
—
—
—
—
—
—
—
Anthony Parker
—
—
—
—
—
—
—
—
—
Cheryl MacDiarmid3
41,125
—
—
—
—
—
41,125
—
41,125
David Ball4
1,854
—
—
—
—
—
1,854
—
1,854
Total
611,637
28,066
55,083
—
104,477
—
694,786
104,477
799,263
1. Dr. Shaun Furlong was appointed CFO on 11 August
2023 and subsequently appointed as an Executive
Director on 8 March 2024, amounts disclosed are in
respect of the period from appointment as an
Executive Director only.
2. Mary Tavener resigned as a Director on 3 April 2024.
3. Cheryl MacDiarmid was appointed as Chair of the
Remuneration Committee in April 2024.
4. David Ball was appointed as a Director on
26 June 2024.
5. Retranslation of Euro amounts.
6. Typical benefits include car allowance and medical
insurance.
7. Pension contributions are in respect of defined
contribution schemes.
8. See page 56 to 57 for details of performance metrics.
9. Additional remuneration for Manuel Llobet includes
an accrual for an appropriate proportion of additional
remuneration linked to business performance during
the period. 2024 also includes a payment made as
compensation for the correction of tax consequences
associated with his relocation to Spain.
10. Additional remuneration for Dr. Shaun Furlong is an
accrual for an appropriate proportion of additional
remuneration linked to business performance during
the period.
Governance
59
Allergy Therapeutics plc
Annual Report and Accounts 2025
Report of Directors’ remuneration continued
Executive Director remuneration
Salaries
From 1 October 2024, the annual salaries of the CEO and CFO were €389,418 and £220,000, respectively.
Annual bonuses 2024/25
The Executive Directors are usually eligible to earn an annual bonus of up to 100% of salary for the CEO and 50% for the CFO (but can be increased up to 100% in exceptional circumstances). This historically has
been based on the achievement of stretching financial targets for the Group.
The personal objectives were set on an individual basis and linked to the corporate, financial, strategic and other non-financial objectives of the Group.
Taking into account the events of the year, no bonuses were paid this year.
Long-term incentives granted during the year
Conditional share awards were granted to Manuel Llobet and Dr. Shaun Furlong during the year on 13 and 26 February 2025.
Name
Date of grant
Share options
awarded
Share price
at date of grant
Face value
of award1
End of
performance
period
Manuel Llobet
13 February 2025
7,517,637
6.00p
£451,058
30 June 2027
28 February 2025
120,000,000
6.50p
£7,800,000
28 February 2030
Dr. Shaun Furlong
13 February 2025
3,405,573
6.00p
£204,334
30 June 2027
28 February 2025
12,000,000
6.50p
£780,000
28 February 2030
1. Face value of award has been calculated using the price at the date of grant.
The awards granted on 13 February 2025 are eligible to vest in 2027 subject to the achievement of the following performance conditions:
–
the vesting of any share options is subject to a share price threshold;
–
so long as this share price threshold is exceeded, vesting of 70% of the award is subject to EBITDA performance in the final year of the performance period with 25% of this portion of the award vesting at
threshold performance and vesting of 30% of the award is subject to regulatory performance targets; and
–
50% of awards are subject to a two-year holding period following vesting.
The awards granted on 28 February 2025 are eligible to vest in 2030 subject to the achievement of the following highly stretching five-year performance conditions:
–
the vesting of any share options is subject to the achievement of ‘gateway conditions’, which include partnership deals for product launches, five-year revenue targets for the period through 30 June 2029 and
targets relating to manufacturing output;
–
if the gateway conditions are met, then options will vest based on achievement of a share price performance target whereby no awards will vest if the share price at the end of the performance period is less than
10 pence, 10% of the awards will vest if the share price is 10 pence, rising on a straight line to 100% vesting at 16 pence; and
–
there is an overall cap on the value which can be earned and the awards are subject to an overriding Remuneration Committee discretion to vary the level of vesting to ensure values earned reflect Company
performance and the experience of shareholders.
Governance
60
Allergy Therapeutics plc
Annual Report and Accounts 2025
Report of Directors’ remuneration continued
Executive Director remuneration continued
Long-term incentives vested during the year
No conditional share awards vested during the year.
LTIPs and share options for Executive Directors who held office during the financial year
Share options/
LTIPs held at
1 July 2024
LTIPs awarded
in the year
Share options/
LTIPs lapsed/
vested
in the year
Options
exercised
in the year
Share options/
LTIPs held at
30 June 2025
Subscription
price in £1
Exercise
date from
Expiry date
Manuel Llobet
9,650,663
127,517,637
—
—
137,168,300
0
—
—
Dr. Shaun Furlong
3,809,524
15,405,573
—
—
19,215,097
0
—
—
Total
13,460,187
142,923,210
—
—
156,383,397
1. Exercise price is 0.1 pence per share.
At 30 June 2025, the London Stock Exchange mid-market value of shares was 7.95 pence per share. The range of mid-market values during the period from 1 July 2024 to 30 June 2025 was 3.88 pence to 7.95
pence per share.
Non-Executive Director fees
The remuneration of the Non-Executive Directors is considered by the Chairman, with regard to market comparators, and recommended to the Board as a whole. It was agreed that the Non-Executive Director fees
are as set out below:
2025
2024
Basic fee1
£40,000
£40,000
Audit and Risk Committee Chair
£4,500
£4,500
Remuneration Committee Chair
£4,500
£4,500
Senior Independent Non-Executive Director
£4,500
£4,500
Chairman
£94,000
£94,000
1. Non-Executive Directors, Anthony Parker and Simon Shen, have elected not to be paid a fee.
Governance
61
Allergy Therapeutics plc
Annual Report and Accounts 2025
Report of Directors’ remuneration continued
Directors’ interest in shares
The Directors that held office during the financial year had the following interests in the Ordinary Shares of the Company:
At 30 June 2025
At 1 July 2024
Name
Ordinary Shares
Options and LTIPs
Ordinary Shares
Options and LTIPs
Manuel Llobet
5,001,200
137,168,300
5,001,200
9,650,663
Dr. Shaun Furlong
1,500
19,215,097
1,500
3,809,524
Peter Jensen OBE
2,100,000
—
2,100,000
—
Tunde Otulana
50,000
—
50,000
—
Cheryl MacDiarmid
—
—
—
—
Simon Shen1
90,000
—
90,000
—
Anthony Parker
1,925,000
—
1,925,000
—
David Ball
—
—
—
—
1. Simon Shen is the ultimate beneficial owner of SkyGem Acquisition Limited (ZQ Capital). As at 30 June 2025, SkyGem Acquisition Limited (ZQ Capital) held 3,098,231,533 Ordinary Shares in the Company. Please see ‘substantial
shareholdings’ set out on page 64 for further information.
Shareholder voting
The table below shows the results of the advisory votes on the 2024 Report of Directors’ remuneration and the Directors’ remuneration policy and on the special executive LTIP and employee share option awards
at the 2024 Annual General Meeting.
Votes for
% for
Votes against
% against
Total votes cast
Votes withheld
Approval of remuneration report
4,451,072,636
99.97
1,379,257
0.03
4,452,453,003
1,110
Directors’ remuneration policy
4,438,375,536
99.68
14,075,557
0.32
4,452,453,003
1,910
Approval of special executive LTIP and employee share option awards
4,436,556,360
99.69
13,895,533
0.31
4,452,453,003
2,001,110
This Report of Directors’ remuneration has been approved for issue by the Board of Directors on 10 December 2025.
Cheryl MacDiarmid
Chair of the Remuneration Committee
10 December 2025
Governance
62
Allergy Therapeutics plc
Annual Report and Accounts 2025
Directors’ report
The Directors present their Annual Report and the
audited consolidated financial statements for the
12 months ended 30 June 2025. The financial
statements are for Allergy Therapeutics plc (the
‘Company’) and its subsidiary companies
(together, the ‘Group’).
Strategic report
Certain disclosure requirements of the Directors’
report are included within the strategic report.
The Group’s 2025 strategic report, which includes
a review of the Group’s business during the
financial year, the Group’s position at year end
and a description of the principal risks and
uncertainties facing the Group, comprises the
following sections of the Annual Report:
Page
Chairman and Chief Executive
Officer’s review
5 and 6
Business model and strategy
9 and 26
Key performance indicators
27 and 28
R&D report
30 and 31
Principal risks and uncertainties
33 to 35
Operating review
7 to 8 and
11 to 31
Financial review
36 to 37
Non-Financial and Sustainability
Information Statement and SECR report
18 to 20
Directors
The Directors of the Company who held office
during the year and up to the date of signing the
financial statements were as follows:
Chairman
Peter Jensen OBE
Executive Directors
Manuel Llobet
Dr. Shaun Furlong
Non-Executive Directors
Tunde Otulana
Cheryl MacDiarmid
Simon Shen
Anthony Parker
David Ball
Biographies of each Director holding office at the
date of signing the financial statements can be
found on pages 38 and 39 and details of each
Director’s interests in the Company’s shares are
set out on page 62.
The powers of the Directors are determined by UK
legislation and the Company’s Articles of
Association together with any specific authorities
that shareholders may approve from time to time.
The rules governing the appointment and
replacement of Directors are contained in the
Company’s Articles of Association and UK
legislation.
Compensation for loss of office
The Company does not have any agreements with
any Executive Director or employee that would
provide compensation for loss of office or
employment resulting from a takeover except that
provisions of the Company’s shares scheme may
cause share options and awards to vest on a
takeover.
Directors’ indemnities and insurance
In accordance with the Company’s Articles, the
Company has indemnified the Directors to the full
extent allowed by law. The Company maintains
Directors’ and Officers’ liability insurance which is
reviewed annually.
Dividend
The loss for the year after taxation was £40.1m
(2024 restated: £38.6m loss). The results for the
year are set out on page 76 and are described in
more detail in the financial review.
Due to the current trading and research and
development investment strategy, the Company
will not be declaring a dividend (2024: £nil). Further
details of the Group’s research and development
strategy can be found on pages 30 to 31.
Capital structure
Details of the Company’s issued share capital,
including details of movements during the year,
authorities to issue or repurchase shares and
details of shares repurchased by the Company
during the year, of which there were none, are
shown in Note 29 to the financial statements on
page 117. Each share carries the right to one vote
at General Meetings of the Company.
There are no specific restrictions on the transfer
of shares beyond those standard provisions set
out in the Articles of Association. No shareholder
holds shares carrying special rights with regard to
control of the Company.
Governance
63
Allergy Therapeutics plc
Annual Report and Accounts 2025
Directors’ report continued
Substantial shareholdings
The significant holdings of voting rights in the share
capital of the Company notified and disclosed in
accordance with Disclosure and Transparency
Rule 5, as at 29 October 2025, are shown in the
table below.
The following were the significant shareholders as
notified to the Company at 29 October 2025:
Shareholder name
Amount
% holding
SkyGem Acquisition
Limited (ZQ Capital)
4,040,731,533
65.79
Southern Fox
Investments
1,739,877,398
28.33
Use of financial instruments
Information on risk management objectives and
policies, including hedging policies, and exposure
of the Group in relation to the use of financial
instruments, can be found in Note 27 to the
financial statements on pages 109 to 113.
Employees
Information on Group employees can be found
on pages 22 to 24 and in Note 9 to the financial
statements on page 94.
The environment
Details of the Group’s approach to the
environment and its aims and activities are
described on the Group’s website,
www.allergytherapeutics.com. An overview
of the Group’s corporate responsibility activity
is on pages 11 to 25.
The Group recognises the importance of
minimising the adverse impact of its operations on
the environment and the management of energy
consumption and waste recycling. The Group
strives to improve its environmental performance.
The environmental management system is
regularly reviewed to ensure that the Group
maintains its commitment to environmental
matters. Details of the Group’s energy usage can
be found in its SECR report on pages 18 to 20.
Disclosure to auditors
So far as the Directors are aware, there is no
relevant audit information of which the auditors
are unaware and each Director has taken all the
steps that he or she ought to have taken as a
Director in order to make himself or herself aware
of any relevant audit information and to establish
that the auditors are aware of that information.
Post balance sheet events
Details relating to post balance sheet events are
set out in Note 35.
Independent auditor
A resolution to seek the re-appointment of BDO
LLP will be proposed at the AGM, which will be
held on a date to be arranged.
Annual General Meeting
The 2025 AGM of the Company will be held on a
date to be arranged. The Notice of the Meeting,
will be included as a separate document and
latest available on our website.
By order of the Board
Karley Cheesman
Company Secretary
10 December 2025
Governance
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Annual Report and Accounts 2025
Statement of Directors’ responsibilities
The Directors are responsible for preparing the
Annual Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law, the Directors have elected to prepare the
Group financial statements in accordance with
UK-adopted international accounting standards in
conformity with the requirements of the
Companies Act 2006. They have elected to
prepare the parent company financial statements
in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable laws)
including FRS 101, Reduced Disclosure
Framework. Under company law, the Directors
must not approve the financial statements unless
they are satisfied that they give a true and fair view
of the state of affairs of the Group and Company
and profit or loss of the Group for that period.
In preparing these financial statements, the
Directors are required to:
–
select suitable accounting policies and then
apply them consistently;
–
make judgements and accounting estimates
that are reasonable and prudent;
–
state whether they have been prepared in
accordance with UK-adopted international
accounting standards in conformity with the
requirements of the Companies Act 2006,
subject to any material departures disclosed
and explained in the financial statements;
–
prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Company will continue in
business; and
–
prepare the financial statements in accordance
with the rules of the London Stock Exchange for
companies trading securities on AIM.
The Directors are responsible for keeping
adequate accounting records that are sufficient to
show and explain the Company’s transactions and
disclose with reasonable accuracy at any time the
financial position of the Company and enable
them to ensure that the financial statements
comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps
for the prevention and detection of fraud and
other irregularities.
The Directors confirm that in so far as each
Director is aware:
–
there is no relevant audit information of which
the Group’s auditors are unaware; and
–
the Directors have taken all the steps that they
ought to have taken as Directors in order to
make themselves aware of any relevant audit
information and to establish that the auditors
are aware of that information.
Website publication
The Directors are responsible for ensuring the
Annual Report and the financial statements are
made available on a website. Financial statements
are published on the Company’s website in
accordance with legislation in the United Kingdom
governing the preparation and dissemination of
financial statements, which may vary from
legislation in other jurisdictions. The maintenance
and integrity of the Company’s website is the
responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity
of the financial statements contained therein.
This responsibility statement was approved by
the Board of Directors on 10 December 2025 and
signed on its behalf by:
Manuel Llobet
Dr. Shaun Furlong
Chief Executive Officer
Chief Financial Officer
Governance
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Allergy Therapeutics plc
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Independent auditor’s report
to the members of Allergy Therapeutics plc
Opinion on the financial statements
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 2025 and of the Group’s loss for the year then ended;
–
the Group financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
–
the Parent Company financial statements have been properly prepared 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.
We have audited the financial statements of Allergy Therapeutics plc (the ‘Parent Company’) and its
subsidiaries (the ‘Group’) for the year ended 30 June 2025, which comprise the Consolidated Income
Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of
Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated cash flow
statement, the Company balance sheet, the Company statement of changes in equity and Notes to the
financial statements, including material and significant accounting policy information.
The financial reporting framework that has been applied in the preparation of the Group financial
statements is applicable law and UK adopted international accounting standards. 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).
Basis for opinion
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 believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent 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 we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the
Directors’ assessment of the Group and the Parent Company’s ability to continue to adopt the going
concern basis of accounting is set out in the Key Audit Matters section of this report.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Group and the
Parent Company’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described
in the relevant sections of this report.
Overview
Key Audit Matters
Revenue recognition
Going Concern
Valuation and Accounting of Financing transactions
Uncertain tax positions
2025
✗
✗
✗
2024
✗
✗
Revenue recognition is no longer considered a Key Audit Matter as there is
less uncertainty in the current year as the Group has reached agreement
with the insurers regarding the historic statutory rebate and therefore, the
risk of manipulation is deemed remote.
Materiality
Group financial statements as a whole
£688k (2024: £1,103k) based on 1.25% (2024: 2%) of revenue
Financial statements
66
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Independent auditor’s report continued
to the members of Allergy Therapeutics plc
Procedures performed at the component level
We performed procedures to respond to group risks of material misstatement at the component level
that included the following.
Component
Component Name
Group Audit Scope
1
Allergy Therapeutics Plc
(Parent company)
Statutory audit and procedures on the entire
financial information of the component.
2
Allergy Therapeutics
Netherlands B.V.
Procedures on one or more classes of
transactions, account balances or disclosures.
3
Allergy Therapeutics Iberica
SL
Procedures on the entire financial information of
the component.
4
Bencard Allergie GmbH
Procedures on the entire financial information of
the component.
5
Bencard Allergie GmbH,
Austria
Procedures on one or more classes of
transactions, account balances or disclosures.
6
Allergy Therapeutics (UK) Ltd
Procedures on the entire financial information of
the component.
Procedures performed centrally
The group operates a combination of centralised and decentralised IT functions that supports IT
processes for certain components. These IT functions are subject to specified risk-focused audit
procedures, predominantly the testing of the relevant IT general controls and IT application controls.
We considered there to be a high degree of centralisation of financial reporting and commonality of
controls for significant and other estimates and judgements. This is applicable for the valuation of
retirement benefit asset and obligation, share based payments, goodwill, expected credit loss,
impairment of goodwill and other non-current assets, valuation and accounting of financing transactions,
and recognition of deferred and current taxation. We therefore designed and performed procedures
centrally in these areas.
Locations
Allergy Therapeutics Plc’s operations are spread over a number of different geographical locations.
We visited three out of a total of seven locations. Our teams conducted procedures in Allergy
Therapeutics Plc’s locations in Germany, Spain and the UK.
In addition, our teams worked remotely, holding calls and video conferences.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the
applicable financial reporting framework and the Group’s system of internal control. On the basis of this,
we identified and assessed the risks of material misstatement of the Group financial statements
including with respect to the consolidation process. We then applied professional judgement to focus
our audit procedures on the areas that posed the greatest risks to the group financial statements.
We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of
reducing the group risk of material misstatement to an acceptable level, in order to provide a basis
for our opinion.
Components in scope
The Group financial statements are a consolidation of eleven companies made up of the Parent
Company, a principal holding company, seven operating companies and two dormant companies.
The Parent company, the holding company and one operating company are located in the UK and
represent the Group’s head office, and primary research, development and manufacturing centre.
All other operating companies are located across Europe, with the exception of one dormant company
located in Argentina. The control environment of the group displays a degree of aggregation, as certain
companies within the group operate on the same IT system. However, this is not consistent across all
companies, with different IT systems, processes, controls, and finance teams in use throughout the
group.
As part of performing our Group audit, we have defined components as the legal entities, as each has
its own discrete financial information, and distinct operations.
We have determined six components in scope following a detailed risk assessment. We considered
the size of the component, the control environment, and other qualitative factors, including adding an
element of unpredictability. No group risks of material misstatement were associated with the remaining
five components’ financial information and thus have not been scoped in.
For components in scope, we used a combination of risk assessment procedures and further audit
procedures to obtain sufficient appropriate evidence. These further audit procedures included:
–
procedures on the entire financial information of the component, including performing substantive
procedures
–
procedures on one or more classes of transactions, account balances or disclosures
Financial statements
67
Allergy Therapeutics plc
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Independent auditor’s report continued
to the members of Allergy Therapeutics plc
An overview of the scope of our audit continued
Procedures performed at the component level continued
Changes from the prior year
There have been no significant changes on the Group audit scope from the prior year, except for the
procedures performed on Bencard Allergie GmbH, Austria, which was scoped in for the first time in the
current year.
Working with other auditors
As Group auditor, we determined the components at which audit work was performed, together with
the resources needed to perform this work. These resources included component auditors, who formed
part of the group engagement team as reported above. As Group auditor we are solely responsible for
expressing an opinion on the financial statements.
In working with these component auditors, we held discussions with component audit teams on the
significant areas of the group audit relevant to the components based on our assessment of the group
risks of material misstatement. We issued our group audit instructions to component auditors on the
nature and extent of their participation and role in the group audit, and on the group risks of material
misstatement.
We directed, supervised and reviewed the component auditors’ work. This included holding
meetings and calls during various phases of the audit, reviewing component auditor documentation in
person and remotely, and evaluating the appropriateness of the audit procedures performed and the
results thereof.
Climate change
Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and
financial statements included:
–
Enquiries and challenge of management and those charged with governance to understand the
actions they have taken to identify climate-related risks and their potential impacts on the financial
statements and adequately disclose climate-related risks within the annual report;
–
Our own qualitative risk assessment taking into consideration the sector in which the Group operates
and how climate change affects this particular sector; and
–
Review of the minutes of Board and Audit and Risk Committee meeting and other papers related to
climate change and performed a risk assessment as to how the impact of the Group’s commitment as
set out in Climate-related financial disclosures in the Non-Financial and Sustainability Information
Statement, may affect the financial statements and our audit.
We challenged the extent to which climate-related considerations, including the expected cash flows
from the initiatives and commitments have been reflected, where appropriate, in the Directors’ going
concern assessment.
We also assessed the consistency of management’s disclosures included as Other Information with the
financial statements and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters
materially impacted by climate-related risks and related commitments.
Financial statements
68
Allergy Therapeutics plc
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Independent auditor’s report continued
to the members of Allergy Therapeutics plc
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks
of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the
efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
Key audit matter
How the scope of our audit addressed the key audit matter
Going Concern
Note 1 of the financial
statements
During the year, the group raised funding principally through shareholder
loans and the Hayfin facility.
As disclosed in Note 1 to the financial statements, the Group continues
to require funding to support the ongoing costs of the business and has
secured uncommitted funding through shareholder loan agreements.
Due to the significance of the uncommitted nature of the Renewed
Shareholder Facility, the timing of cash outflows from operations and
inflows from loan financing, and the impact of these factors on the
business in the next 12 months from the date of approval of the
financial statements, we have identified going concern as a Key
Audit Matter.
In responding to this key audit matter, we performed the following procedures:
–
A review of the directors’ assessment of going concern and key assumptions used to make this
assessment, including a review of revenue forecasts, research and development expenditure,
capital expenditure, debt/equity financing cashflows and consideration of the business risks in
the register. These were assessed through discussions with directors, corroborating progress on
research and development projects and capital expenditure projects to signed contracts and by
reference to our knowledge of the industry and experience to date of the relevant cash flows in
respect of the Group’s operations;
–
A retrospective review of historical financial forecasts and year to date performance by comparing
budget forecasts to actual results to assess management’s ability to forecast accurately;
–
A review of the accuracy of the forecast made through corroboration of the opening cash position
to bank statements and checking the arithmetical accuracy of the calculations;
–
A review of the directors’ plausible downside scenario modelling forecasts, modelling scenarios
to covenants and consideration of the likelihood of occurrence and feasible actions to increase
headroom;
–
A review of the loan financing agreements signed subsequent to year end with respect to the
committed financing to gain an understanding of the terms, including the updated loans with the
shareholders and challenge of the directors on the terms of the agreement, and the ability of the
shareholders to stand behind the support if called;
–
A review of covenants in place over the financing facilities and performed recalculations to
consider whether any breach will occur during the going concern period;
–
An assessment of the reasonability of the disclosures relating to going concern and considering
them in line with the applicable standards.
Key observations:
Our conclusions are set out in the Conclusions related to going concern section of our report.
Financial statements
69
Allergy Therapeutics plc
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Key audit matter
How the scope of our audit addressed the key audit matter
Valuation and
Accounting of
Financing Transactions
Note 2, Note 24 of the financial
statements.
Shareholder facility
The Group’s Amended Loan Facility was amended (“the Amended
Shareholder Facility”) on 15 October 2024. As disclosed in Note 24, the
terms of the Amended Shareholder Facility are substantially different to
the terms of the Amended Loan Facility by virtue of the fact that the
discounted present value of the cash flows under the Amended
Shareholder Facility are greater than 10% different to the present value
of the Amended Loan Facility at the time of modification. This
amendment constituted a significant modification to the loan liability.
The Company issues warrants to the Lenders following each drawdown
under the Amended Shareholder Facility, entitling the holders to
subscribe for new Ordinary Shares. The warrants are exercisable in
whole or in part from 1 July 2024 until 15 October 2030.
As a result of the warrants occurring only when the loan facility is drawn
down upon, the two are interdependent and thus not separable.
Hayfin Facility
As disclosed in Note 24, on 15 October 2024, the Group entered into a
£40m secured senior loan facility (the “Hayfin Facility”) with Hayfin
Healthcare Opportunities LuxCo S.a.r.l., a fund advised by Hayfin
Capital Management LLP (“Hayfin”). As part of these financing
arrangements, Allergy also issued to Hayfin 131,603,616 warrants to
subscribe for new ordinary shares, representing approximately 2.7% of
the issued share capital of the Company, with a nominal exercise price
of 0.1 pence per warrant and exercisable for a period of ten years from
the date of issue. Due to the anti-dilution clauses contained within the
Hayfin warrants instrument, the Hayfin warrants are not deemed to meet
the ‘fixed-for-fixed’ criteria defined under IAS32 Financial Instruments
and as such are recognised as a financial liability, being an embedded
derivative.
The two financing transactions are both technically complex
transactions and there is a risk that both the loans and the related
warrants are valued incorrectly or accounted for inappropriately.
As a result, valuation and accounting of financing transactions was
identified as a key audit matter.
In responding to this key audit matter, we performed the following procedures:
–
Obtained an understanding of the processes and controls in place relating to the Shareholder and
Hayfin facilities and warrants, and evaluated the design and implementation of relevant controls.
–
Performed substantive procedures in response to the assessed risk, as detailed below:
–
With the assistance of our internal quantitative valuation experts with experience in the
calculation of market interest rates, we assessed the appropriateness of the market interest
rates applied to each loan drawdown and on modification of the Shareholder loan facility. We
also reviewed the key judgments and assumptions applied in arriving at the original market
interest rate.
–
With the assistance of our internal quantitative valuation experts, we valued the embedded
derivative of the Hayfin loan facility as at initial recognition and as at the year end and compared
this to the value calculated by the Company. We also assessed the appropriateness of the
valuation model and approach applied as well as the observable inputs used within the model,
and agreed to supporting documentation, where relevant.
–
We obtained the calculations for each drawdown on the Shareholder loan facility and the Hayfin
loan facility in the year and performed the following:
–
Reperformed interest calculations;
–
Agreed interest terms and rates to signed agreement;
–
Agreed drawdowns to bank statements;
–
Reperformed discount factor in the cash flow calculations;
–
Assessed the apportionment of value to the loan liability and warrants for the
Shareholder loan facility, and between the loan liability and embedded derivate for the
Hayfin loan facility ; and
–
Agreed transaction costs in relation to the Hayfin facility to supporting documentation and
assessed the appropriateness of the allocation between the embedded derivative
instrument and main debt instrument.
–
With the assistance of our internal accounting technical specialists, we assessed the
accounting treatment of the warrants in the Hayfin loan facility as an embedded derivative, and
the accounting treatment of the Shareholder loan modification, against the requirements of the
applicable standard.
–
Obtained the disclosures of the abovementioned financing transactions and the critical
accounting estimates and considered the appropriateness of the disclosures.
Key observations:
Based on the procedures performed, we did not identify any matters to suggest that the valuation
and accounting of the shareholder facility, the Hayfin facility and warrants were inappropriate, or that
the judgements and accounting estimates were unreasonable.
Independent auditor’s report continued
to the members of Allergy Therapeutics plc
Key audit matters continued
Financial statements
70
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Annual Report and Accounts 2025
Key audit matter
How the scope of our audit addressed the key audit matter
Uncertain tax positions
Note 1, Note 2, Note 13, Note 14
and Note 34 of the financial
statements
The Group is subject to tax in numerous jurisdictions. Provisions related
to uncertain tax positions totalled £0.8m as at 30 June 2025 (2024:
£0.8m). The Group’s operational structure gives rise to potential tax
exposures that require management to exercise judgement in making
determinations as to the amount of tax that is payable. Transfer pricing
relies on the exercise of judgement, and it is reasonably possible for
there to be a significant range of potential outcomes. As a result, the
Group has recognised provisions for uncertain tax positions, the
valuation of which requires judgement, as described in Note 2.
Furthermore, as disclosed in Note 34, the 2024 IFRIC 23 liability was
restated to recognise discussions that took place between the Group
and a tax authority, where a number of material uncertainties were
resolved, leading to a substantially lower settlement than the Group
had previously provided for.
Due to the complexity and the subjectivity in the quantification of the
provision and the judgement around the trigger for recognition or
release, impacting the provision and the effective tax rate, we
considered uncertain tax positions a key audit matter.
Our procedures included obtaining an understanding of the tax provisioning processes and
evaluating the design and implementation of relevant controls over the tax provisioning process.
Our procedures on the uncertain tax positions are included below and included the use of
professionals with specialised skills. Our procedures included:
–
Meeting with members of management responsible for tax to understand the Group’s cross-border
transactions, status of significant provisions, and any changes to management’s judgements in
the year;
–
Reading correspondences with tax authorities and external advisors and obtaining an
understanding of all matters considered by management to inform our assessment of recorded
estimates, and evaluating the recognition and measurement in line with IFRIC 23 principles, as well
as assessing the completeness of the provisions recorded;
–
Independently assessing management’s significant assumptions and judgements to record,
release or re-measure provisions following tax audits, settlements and the expiry of timeframes
with reference to other similar tax positions the Group has historically held and our knowledge of
developments in the jurisdictions in which the Group maintain tax provisions;
–
Testing the underlying schedules for arithmetic accuracy, as well as with reference to applicable
tax laws; and
–
Evaluating the adequacy of disclosures related to uncertain tax positions against the requirements
of the applicable standard.
Key Observations:
Based on the procedures performed, we did not identify any matters to suggest that the provision
is inappropriate or that the judgements made by management were unreasonable.
Independent auditor’s report continued
to the members of Allergy Therapeutics plc
Key audit matters continued
Financial statements
71
Allergy Therapeutics plc
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Independent auditor’s report continued
to the members of Allergy Therapeutics plc
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including
omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Group financial statements
Parent company financial statements
2025
£m
2024
£m
2025
£m
2024
£m
Materiality
£688,000
£1,103,000
£169,000
£170,000
Basis for determining
materiality
1.25% of Revenue
2% of Revenue
1.8% of Total Assets
2.0% of Total Assets
Rationale for the
benchmark applied
Revenue was selected as the most appropriate benchmark for materiality as this is the
primary reporting measure used to assess performance where the Group is loss making.
Total assets were selected as the most appropriate benchmark for materiality as
the Parent Company is held primarily for investment purposes.
Performance materiality
£481,600
£827,250
£118,300
£127,500
Basis for determining
performance materiality
70% of Materiality
75% of Materiality
70% of Materiality
75% of Materiality
Rationale for the
percentage applied for
performance materiality
In the prior year 75% of materiality was selected after consideration of a number of aspects, including the total value of known and likely misstatements and the number of
material estimates. In the current year this has been decreased to 70% which is reflective of the updated considerations of these matters.
Financial statements
72
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Annual Report and Accounts 2025
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the
Group, apart from the Parent Company whose materiality and performance materiality are set out
above, based on a percentage of between 40% and 55% of Group performance materiality (2024: 50%
and 90% of Group materiality) dependent on a number of factors including size and our assessment of
the risk of material misstatement of those components. Component performance materiality ranged
from £192,640 to £264,880 (2024: component materiality ranged from £549,000 to £992,700).
Reporting threshold
We agreed with the Audit and Risk Committee that we would report to them all individual audit
differences in excess of £30,000 (2024: £55,000). We also agreed to report differences below this
threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the Annual Report and Accounts 2025 other than the financial statements and our auditor’s
report thereon. Our opinion on the financial statements does not cover the other information and, except
to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained
in the course of the audit, or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit,
we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as
described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the
audit:
–
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
–
the Strategic report and the Directors’ report have been
prepared in accordance with applicable legal requirements.
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.
Matters on which
we are required to
report by exception
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 by 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.
Independent auditor’s report continued
to the members of Allergy Therapeutics plc
Financial statements
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Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities, 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 the
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.
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.
Extent to which the audit was capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
–
Our understanding of the Group and the industry in which it operates;
–
Discussion with management and those charged with governance; and
–
Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws
and regulations;
we considered the significant laws and regulations to be UK-adopted International Accounting Standards,
Financial Reporting Standard 101, the Companies Act 2006, the AIM Listing Rules and UK tax legislation.
The Group is also subject to laws and regulations where the consequence of non-compliance could have
a material effect on the amount or disclosures in the financial statements, for example through the
imposition of fines or litigations. We identified such laws and regulations to be the health and safety
legislation and those set by the Department of Health and Social Care (‘DHSC’), in particular the
Medicines and Healthcare products Regulatory Agency (‘MHRA’) in the UK and the national health
insurance association in Germany.
Our procedures in respect of the above included:
–
Review of minutes of meetings of those charged with governance for any instances of non-compliance
with laws and regulations;
–
Review of correspondences with regulatory and tax authorities for any instances of non-compliance
with laws and regulations;
–
Discussion with component teams;
–
Review of financial statement disclosures and agreeing to supporting documentation;
–
Involvement of tax specialists in the audit; and
–
Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud.
Our risk assessment procedures included:
–
Enquiry with management and those charged with governance regarding any known or suspected
instances of fraud;
–
Obtaining an understanding of the Group’s policies and procedures relating to:
–
Detecting and responding to the risks of fraud; and
–
Internal controls established to mitigate risks related to fraud.
–
Review of minutes of meetings of those charged with governance for any known or suspected
instances of fraud;
–
Discussion amongst the engagement team as to how and where fraud might occur in the financial
statements;
–
Performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud; and
–
Considering remuneration incentive schemes and performance targets and the related financial
statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management
override of controls.
Independent auditor’s report continued
to the members of Allergy Therapeutics plc
Financial statements
74
Allergy Therapeutics plc
Annual Report and Accounts 2025
Fraud continued
Our procedures in respect of the above included:
–
Testing a sample of journal entries throughout the year, which met defined risk criteria, by agreeing to
supporting documentation;
–
Involvement of forensic specialists in assessing the risk of fraud; and
–
Assessing significant estimates made by management for bias including the valuation of the defined
benefit obligations and assets, and the valuation of the embedded derivative instrument arising from
the Hayfin financing transaction;
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members including component auditors who were all deemed to have appropriate
competence and capabilities and remained alert to any indications of fraud or non-compliance with laws
and regulations throughout the audit. For component auditors, we also reviewed the result of their work
performed in this regard.
Our audit procedures were designed to respond to risks of material misstatement in the financial
statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than
the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit
procedures performed and the further removed non-compliance with laws and regulations is from the
events and transactions reflected in the financial statements, the less likely we are to become aware
of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent 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
Parent 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 responsibility to
anyone other than the Parent Company and the Parent Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Shirley Rogan (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Reading, UK
10 December 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Independent auditor’s report continued
to the members of Allergy Therapeutics plc
Financial statements
75
Allergy Therapeutics plc
Annual Report and Accounts 2025
Consolidated income statement
for the year ended 30 June 2025
Note
Year to
30 June 2025
£’000
Year to
30 June 2025
£’000
Year to
30 June 2024
(as restated)
£’000
Year to
30 June 2024
(as restated)
£’000
Revenue
3
55,044
55,199
Cost of sales
(25,742)
(25,462)
Gross profit
29,302
29,737
Sales, marketing and distribution costs
(19,202)
(19,591)
Research and development costs
(15,377)
(22,900)
Depreciation expense
18
(3,616)
(3,787)
Amortisation expense
17
(556)
(532)
Share-based payment expense
30
(871)
(759)
Restructuring costs
6
—
(1,239)
Administration expenses – other
(19,086)
(17,712)
Total administrative expenses
(58,708)
(66,520)
Other income
10
1,244
1,526
Operating loss
(28,162)
(35,257)
Revaluation of warrant instrument held at fair value
27
(4,684)
—
Gain on modification of shareholder loan
430
—
Finance income
12
382
285
Finance expense
11
(7,166)
(4,194)
Loss before taxes
7
(39,200)
(39,166)
Income tax
13
(932)
545
Loss for the year
(40,132)
(38,621)
Loss per share
15
Basic (pence per share)
(0.84)p
(1.03)p
Diluted (pence per share)
(0.84)p
(1.03)p
See Note 34 for details of restatements.
Financial statements
76
Allergy Therapeutics plc
Annual Report and Accounts 2025
Consolidated statement of comprehensive income
for the year ended 30 June 2025
Note
Year to
30 June 2025
£’000
Year to
30 June 2024
(as restated)
£’000
Loss for the year
(40,132)
(38,621)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of retirement benefit obligations
28
277
(617)
Remeasurement of investments – retirement benefit assets
19
52
549
Deferred tax movement – retirement benefit obligations
14
(91)
163
Deferred tax movement – retirement benefit assets
14
(17)
(157)
Revaluation gains – land and buildings
18
369
281
Deferred tax movement – land and buildings
14
(38)
(24)
Total other comprehensive income
552
195
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
106
(89)
Total comprehensive loss
(39,474)
(38,515)
See Note 34 for details of restatements.
Financial statements
77
Allergy Therapeutics plc
Annual Report and Accounts 2025
Consolidated statement of financial position
as at 30 June 2025
Note
30 June 2025
£’000
30 June 2024
(as restated)
£’000
30 June 2023
(as restated)
£’000
Non-current liabilities
Retirement benefit obligations
28
(8,592)
(8,611)
(7,917)
Deferred taxation liability
14
(68)
(57)
(69)
Provisions
26
(1,675)
(2,708)
(3,581)
Lease liabilities
25
(5,169)
(6,372)
(7,747)
Long-term borrowings
24
(53,040)
(22,500)
(26,439)
Total non-current liabilities
(68,544)
(40,248)
(45,753)
Total liabilities
(95,736)
(59,049)
(64,318)
Net (liabilities)/assets
(28,193)
7,356
4,109
Equity
Capital and reserves
Issued share capital
29
4,766
4,776
689
Capital redemption reserve
10
—
—
Share premium
154,639
154,639
119,030
Merger reserve
40,128
40,128
40,128
Reserve – share-based payments
1,279
408
2,906
Revaluation reserve
2,151
1,782
1,501
Reserve – warrants
4,773
1,719
412
Foreign exchange reserve
(713)
(819)
(730)
Retained earnings
(235,226)
(195,277)
(159,827)
Total (deficit)/equity
(28,193)
7,356
4,109
See Note 34 for details of restatements.
These financial statements were approved by the Board of Directors and authorised for issue on
10 December 2025 and signed on its behalf by:
Manuel Llobet
Dr. Shaun Furlong
Chief Executive Officer
Chief Financial Officer
Registered number: 05141592
Note
30 June 2025
£’000
30 June 2024
(as restated)
£’000
30 June 2023
(as restated)
£’000
Assets
Non-current assets
Property, plant and equipment
– right-of-use assets
18
6,229
7,457
8,465
Property, plant and equipment
– other
18
18,029
16,288
14,776
Intangible assets – goodwill
16
3,325
3,317
3,346
Intangible assets – other
17
931
1,370
1,790
Investments – retirement
benefit assets
19
2,839
2,913
4,866
Deferred tax asset
14
1,513
1,578
1,658
Total non-current assets
32,866
32,923
34,901
Current assets
Inventories
20
13,915
12,744
11,593
Trade and other receivables
21
5,916
5,937
5,832
Current tax receivables
13
2,056
1,886
1,256
Cash and cash equivalents
22
12,790
12,915
14,845
Total current assets
34,677
33,482
33,526
Total assets
67,543
66,405
68,427
Liabilities
Current liabilities
Trade and other payables
23
(13,618)
(12,763)
(13,559)
Current tax payables
13
(912)
(1,433)
(3,124)
Borrowings
24
(405)
(600)
(648)
Provisions
26
(325)
(2,489)
—
Lease liabilities
25
(1,475)
(1,516)
(1,155)
Derivative financial instruments
27
(10,457)
—
(79)
Total current liabilities
(27,192)
(18,801)
(18,565)
Net current assets
7,485
14,681
14,961
Financial statements
78
Allergy Therapeutics plc
Annual Report and Accounts 2025
Consolidated statement of changes in equity
for the year ended 30 June 2025
Issued
capital
£’000
Capital
redemption
reserve
£’000
Share
premium
£’000
Merger
reserve
£’000
Reserve –
share-based
payment
£’000
Revaluation
reserve
£’000
Reserve –
warrants
£’000
Foreign
exchange
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
At 30 June 2023 (as reported)
689
—
119,030
40,128
2,906
1,501
412
(730)
(161,870)
2,066
Prior period adjustment
—
—
—
—
—
—
—
—
2,043
2,043
At 30 June 2023 (as restated)
689
—
119,030
40,128
2,906
1,501
412
(730)
(159,827)
4,109
Exchange differences on translation of foreign operations
—
—
—
—
—
—
—
(89)
—
(89)
Valuation gains taken to equity (land and buildings)
—
—
—
—
—
281
—
—
—
281
Deferred tax – land and buildings (as restated)
—
—
—
—
—
—
—
—
(24)
(24)
Remeasurement of net defined benefit liability
—
—
—
—
—
—
—
—
(617)
(617)
Remeasurement of investments– retirement benefit assets
—
—
—
—
—
—
—
—
549
549
Deferred tax – defined benefit liability (as restated)
—
—
—
—
—
—
—
—
163
163
Deferred tax – retirement benefit assets (as restated)
—
—
—
—
—
—
—
—
(157)
(157)
Total other comprehensive income (as restated)
—
—
—
—
—
281
—
(89)
(86)
106
Loss for the period after tax (as restated)
—
—
—
—
—
—
—
—
(38,621)
(38,621)
Total comprehensive loss
—
—
—
—
—
281
—
(89)
(38,707)
(38,515)
Transactions with owners:
Share-based payments
—
—
—
—
759
—
—
—
—
759
Shares issued
4,087
—
36,672
—
—
—
—
—
—
40,759
Share issue costs
—
—
(1,063)
—
—
—
—
—
—
(1,063)
Transfer of exercised/lapsed options to retained earnings
—
—
—
—
(3,257)
—
—
—
3,257
—
Warrants issued
—
—
—
—
—
—
1,307
—
—
1,307
At 30 June 2024 (as reported)
4,776
—
154,639
40,128
408
1,782
1,719
(816)
(198,927)
3,709
Prior period adjustment
—
—
—
—
—
—
—
(3)
3,650
3,647
At 30 June 2024 (as restated)
4,776
—
154,639
40,128
408
1,782
1,719
(819)
(195,277)
7,356
Financial statements
79
Allergy Therapeutics plc
Annual Report and Accounts 2025
Issued
capital
£’000
Capital
redemption
reserve
£’000
Share
premium
£’000
Merger
reserve
£’000
Reserve –
share-based
payment
£’000
Revaluation
reserve
£’000
Reserve –
warrants
£’000
Foreign
exchange
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
Exchange differences on translation of foreign operations
—
—
—
—
—
—
—
106
—
106
Valuation gains taken to equity (land and buildings)
—
—
—
—
—
369
—
—
—
369
Deferred tax – land and buildings
—
—
—
—
—
—
—
—
(38)
(38)
Remeasurement of net defined benefit liability
—
—
—
—
—
—
—
—
277
277
Deferred tax – defined benefit liability
—
—
—
—
—
—
—
—
(91)
(91)
Remeasurement of investments– retirement benefit assets
—
—
—
—
—
—
—
—
52
52
Deferred tax – retirement benefit assets
—
—
—
—
—
—
—
—
(17)
(17)
Total other comprehensive income
—
—
—
—
—
369
—
106
183
658
Loss for the period after tax
—
—
—
—
—
—
—
—
(40,132)
(40,132)
Total comprehensive loss
—
—
—
—
—
369
—
106
(39,949)
(39,474)
Transactions with owners:
Share-based payments
—
—
—
—
871
—
—
—
—
871
Shares redeemed
(10)
10
—
—
—
—
—
—
—
—
Warrants issued
—
—
—
—
—
—
3,054
—
—
3,054
At 30 June 2025
4,766
10
154,639
40,128
1,279
2,151
4,773
(713)
(235,226)
(28,193)
The capital redemption reserve represents the value of the deferred shares which were redeemed and cancelled during the year. See Note 29 for details. See Note 34 for details of restatements.
Consolidated statement of changes in equity continued
for the year ended 30 June 2025
Financial statements
80
Allergy Therapeutics plc
Annual Report and Accounts 2025
Consolidated cash flow statement
for the year ended 30 June 2025
Note
Year to
30 June 2025
£’000
Year to
30 June 2024
£’000
Cash flows from financing activities
Proceeds from issue of equity shares
—
2,417
Share issue expenses
—
(1,062)
Proceeds of bank borrowings
33
942
514
Repayment of bank loan borrowings
33
(636)
(647)
Interest paid on bank loan borrowings
33
(49)
(86)
Repayment of principal on lease liabilities
33
(1,630)
(1,734)
Interest paid on lease liabilities
33
(284)
(295)
Proceeds from shareholder loan
33
20,000
36,575
Repayment of shareholder loan
33
(5,000)
(2,135)
Interest and fees paid on shareholder loan
33
(829)
(2,116)
Proceeds from Hayfin loan
33
19,370
—
Fees paid on Hayfin loan
33
(722)
—
Net cash generated from financing activities
31,162
31,431
Net increase / (decrease) in cash and cash equivalents
168
(1,906)
Effects of exchange rates on cash and cash equivalents
(293)
(24)
Cash and cash equivalents at the start of the period
12,915
14,845
Cash and cash equivalents at the end of the period
12,790
12,915
Cash at bank and in hand
12,790
12,915
Note
Year to
30 June 2025
£’000
Year to
30 June 2024
£’000
Cash flows from operating activities
Loss before tax
(39,200)
(39,166)
Adjustments for:
Finance income
12
(382)
(285)
Finance expense
11
7,166
4,194
Gain on modification of shareholder loan
(430)
—
Non-cash movement on defined benefit pension
scheme
28
112
121
Depreciation and amortisation
17, 18
4,172
4,319
Loss on disposal of fixed assets
46
—
R&D tax credit
10
(1,244)
(1,526)
Charge for share-based payments
871
759
Payments for retirement benefit investments
19
—
(19)
Movement in fair valuation of derivative financial
instruments
27
4,684
(79)
Decrease in trade and other receivables
266
144
Increase in inventories
(1,020)
(1,239)
(Decrease) / Increase in trade and other payables
and provisions
(2,580)
788
Net cash used by operations
(27,539)
(31,989)
Income tax paid
(570)
(149)
Net cash used by operating activities
(28,109)
(32,138)
Cash flows from investing activities
Interest received
270
135
Payments for property, plant and equipment
(3,264)
(3,401)
Payments for intangible assets
(158)
—
Receipts from disposal of investment assets
267
2,067
Net cash used in investing activities
(2,885)
(1,199)
Financial statements
81
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements
for the year ended 30 June 2025
1. Basis of preparation
Allergy Therapeutics is an international commercial biotechnology Group focused on the diagnosis
and treatment of allergic disorders including immunotherapies that have the potential to cure disease.
The Group’s financial statements have been prepared in accordance with IFRS in issue as adopted by
the UK and with those parts of the Companies Act 2006 that are relevant to the Group preparing its
accounts in accordance with UK-adopted IFRS.
Allergy Therapeutics plc is the Group’s parent company. The Company is a public limited company
incorporated and domiciled in England. The address of Allergy Therapeutics plc’s registered office and
its principal place of business is Dominion Way, Worthing, West Sussex BN14 8SA and its shares are
listed on the AIM.
The consolidated financial statements for the year ended 30 June 2025 (including comparatives) have
been prepared under the historical cost convention modified by the revaluation of certain items, as
stated in the accounting policies.
Prior period adjustments
There are prior period adjustments relating to the valuation of the liability for uncertain tax positions
as at 30 June 2024 and the deferred tax assets and liabilities as at 30 June 2023 and 30 June 2024.
Refer to Note 34 for further details.
As required by IFRS the consolidated financial statements for the year ended 30 June 2025 includes a
third statement of financial position as at 30 June 2023, the beginning of the preceding period.
Consolidated income statement presentation
The line items and subtotals presented in the consolidated income statement for the year ended
30 June 2025 are different to those presented in the Group’s financial statements for the year ended
30 June 2024. The changes made are (a) removal of the ‘Operating loss pre-R&D and exceptional costs’
subtotal, (b) inclusion of costs previously presented below ‘Operating loss pre-R&D and exceptional
costs’ within the ‘Total administrative expenses’ subtotal, (c) removal of the line item ‘Exceptional costs’,
replaced by ‘Restructuring costs’, and (d) new line items for ‘Depreciation expense’, ‘Amortisation
expense’ and ‘Share-based payment expense’ split out from the ‘Administration expenses – other’ line
item. The new presentation is considered by the Group to be more relevant to an understanding of the
Group’s overall financial performance. The comparative in the consolidated income statement has
been updated to reflect the new presentation; however, no amounts have been restated vs those
previously reported.
New standards adopted
There are no IFRS or IAS interpretations that are effective for the first time in this financial period that
have had a material impact on the Group.
Standards, amendments and interpretations to existing standards that are
not yet effective and have not been adopted early by the Group
At the date of authorisation of these financial statements, several new, but not yet effective, standards
and amendments to existing standards and interpretations have been published by the IASB. None of
these standards or amendments to existing standards have been adopted early by the Group.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning
on or after the effective date of the pronouncement. New standards, amendments and interpretations
not adopted in the current year have not been disclosed as they are not expected to have a material
impact on the Group’s financial statements.
Going concern
The going concern period has been assessed as the twelve-month period from the date of approval of
the financial statements. The financial statements have been prepared on a going concern basis after
considering the Group’s and the Company’s current cash position and reviewing budgets and cash flow
forecasts for a period of at least twelve months from the date of approval of these financial statements.
The parent company is a holding company and as such, its going concern status is intrinsically linked to
the Group. The going concern assessment for the parent company was performed as part of the
Group’s assessment.
Between the balance sheet date and 20 October 2025, the Group drew down £12.5 million under
the Amended Shareholder Facility. Along with previous drawdowns the entire amount of the
Amended Shareholder Facility has now been drawn and a total of 1,375,000,000 warrants issued.
On 29 October 2025, the Company received exercise notices from the Shareholder Lenders in respect
of the 1,375,000,000 warrants, the proceeds from which were used to repay the Amended Shareholder
Facility in full (including all capitalised and accrued interest). The Company also received net proceeds
of £1m, after repayment of the Amended Shareholder Facility, paid to the Company in cash. The exercise
of warrants, issuance of new Ordinary Shares and repayment of the Amended Shareholder Facility has
significantly strengthened the Group and the Company’s balance sheet.
Furthermore, the Shareholder Lenders have agreed to provide a new £50m, unsecured loan facility (the
“Renewed Shareholder Facility”) on an uncommitted basis. The Renewed Shareholder Facility is available
to draw down from 29 October 2025 until 15 July 2030, with interest payable at 12 per cent per annum and
a repayment date of 15 October 2030. There are no warrants attached to the drawdown of the facility
extended under the Renewed Shareholder Facility. The Shareholder Lenders have committed to make
available at least £40m of funding in the going concern period, as and when requested by the Company,
as a loan under the Renewed Shareholder Facility. The total £40m shareholder funding commitment is
reduced by any funding received from other third parties, and has no restrictions on drawdowns.
The Group continues to require funding for the foreseeable future, in particular to fund the ongoing R&D
programme. The Directors have confidence in the ability to access the uncommitted funding during the
next twelve months with the shareholders undertaking that funding would be available from them under
the Renewed Shareholder Facility in the event that it was required. Furthermore, in severe but plausible
downside scenarios, the Group has the ability to preserve cash through the deferral of capital
expenditure and other spend items.
Financial statements
82
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Intangible assets are recognised on business combinations if they are separable from the acquired
entity or give rise to other contractual/legal rights. The amounts ascribed to such intangibles are arrived
at by using appropriate valuation techniques.
The significant intangibles recognised by the Group and their useful economic lives are as follows:
Trade names
15 years
Customer relationships
5 years
Know-how and patents
10 years
Distribution agreements
15 years/period of contract
Computer software
7 years
Other intangibles
15 years
Internally generated intangible assets
Development expenditure is capitalised if it can be demonstrated that:
–
it is technically feasible to develop the product for it to be sold;
–
adequate resources are available to complete the development;
–
there is an intention to complete and sell the product;
–
the Group is able to sell the product;
–
sale of the product will generate future economic benefits; and
–
expenditure on the project can be measured reliably.
Development expenditure not satisfying the above criteria and expenditure on the research phase of
projects are recognised in the consolidated income statement as incurred.
Capitalised development costs are amortised over the periods the Group expects to benefit from selling
the products developed, on a straight-line basis. The amortisation expense is included within
administration expenses in the consolidated income statement.
Impairment of non-financial assets
Impairment tests on goodwill are undertaken annually at the financial year end. Other non-financial assets
are subject to impairment tests whenever events or changes in circumstances indicate that their carrying
amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount
(i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is
carried out on the smallest group of assets to which it belongs for which there are separately identifiable
cash flows; its cash-generating units (“CGUs”). Goodwill is allocated on initial recognition to each of the
Group’s CGUs that are expected to benefit from a business combination that gives rise to the goodwill.
Impairment charges are included in profit or loss, except to the extent they reverse gains previously
recognised in other comprehensive income. An impairment loss recognised for goodwill is not reversed.
1. Basis of preparation continued
Going concern continued
The Directors have prepared cash flow forecasts for the twelve-month period from the date of the
signing of the financial statements based on the arrangements in place for funding and the above
representations provided by the Shareholder Lenders. The Directors have stress tested the forecasted
cash flows by considering severe but plausible downside scenarios, including mitigating actions that
could be taken to preserve cash through the deferral of capital expenditure and other spend items.
These forecasts show that, even in the stress tested scenarios, the Group has access to sufficient
funds for the twelve-month going concern review period. Furthermore, the forecasts for the entirety of
the going concern period show that there would be no breach of the financial covenants attached to the
Hayfin Facility, as set out in Note 24, even in a severe but plausible downside scenario. The balance of
cash and cash equivalents at the end of November 2025 was £11.9m.
2. Accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out
below. These policies have been consistently applied to all years presented unless otherwise stated.
Consolidation
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls
an investee if all three of the following elements are present: power over the investee, exposure to
variable returns from the investee and the ability of the investor to use its power to affect those variable
returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in
any of these elements of control.
The consolidated financial statements present the results of the Company and its subsidiaries
(the ‘Group’) as if they formed a single entity. Intercompany transactions and balances between
Group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the
acquisition method. In the statement of financial position, the acquiree’s identifiable assets, liabilities
and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of
acquired operations are included in the consolidated statement of comprehensive income from the date
on which control is obtained. They are deconsolidated from the date on which control ceases.
Goodwill
Goodwill arising from business combinations is the difference between the fair value of the
consideration paid and the fair value of the assets and liabilities and contingent liabilities acquired.
Goodwill is capitalised as an intangible asset and is subject to impairment testing on an annual basis or
more frequently if circumstances indicate that the asset may have been impaired.
Externally acquired intangible assets
Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a
straight-line basis over their useful economic lives.
Financial statements
83
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Revenue recognition
The Group’s revenue is derived from selling goods directly to external customers and through
distributors and agents. Revenue is recognised at a point in time when control of the goods has
transferred. There is limited judgement needed in identifying the point control passes, this is generally
when the goods are delivered. With the exception of sales made through agents, once physical delivery
of the products to the agreed location has occurred, the Group no longer has physical possession,
usually will have a present right to payment (as a single payment on delivery) and retains none of the
significant risks and rewards of the goods in question.
Arrangements for sales through distributors
For all distributor arrangements, the distributor is invoiced at the time of delivery and title to the product
passes upon full and final settlement of the invoice to which the delivery relates. Revenue is recognised
upon delivery to the distributor.
The distributor has full discretion over the setting of the final selling price to the end customer and is
responsible for all customer returns of product.
Arrangements for sales through agents
For all agreements with agents, the agent places orders with the Group and goods are then shipped to
them. The Group, however, holds title to these products until they are sold on to a third party.
The selling price to the end user is set by the relevant government body and the agent receives a fixed
percentage of this selling price. The agent notifies the Group monthly on stock levels and this is
reconciled to a statement which generates an invoice for payment by the agent. The Group is
responsible for any customer returns of product. Revenue is recognised by the Group when the
products are sold by the agent and delivered to the end customer.
Statutory rebates
In Germany, pharmaceutical companies are required to pay a manufacturer’s rebate to the
government as a contribution to the cost of medicines paid for by the state and private health funds.
In respect of contracts with customers on which a rebate applies (for example, the supply of an allergy
immunotherapy to a patient in Germany), there is no variability relating to the consideration to be
received by the Group – the sales price and associated rebate liability is crystallised at the point of the
supply. The rebate to be repaid by the Group is invoiced in arrears by the various health insurer rebate
centres in Germany, is considered to be a reduction in the selling price and is therefore deducted
from revenue.
Leasing
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
–
leases of low-value assets; and
–
leases with a duration of twelve months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over
the lease term, with the discount rate determined by reference to the rate inherent in the lease unless
(as is typically the case) this is not readily determinable, in which case the Group’s incremental
borrowing rate on commencement of the lease is used.
2. Accounting policies continued
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, demand deposits and highly liquid, short-term
investments that can be quickly converted to cash with minimal risk of value change.
Segmental reporting
The Group’s operating segments are market-based and are reported in a manner consistent with the
internal reporting provided to the Group’s Chief Operating Decision Maker (“CODM”) which has been
identified as the Executive Directors. The CODM is responsible for allocating resources and assessing
the performance of the operating segments.
In identifying its operating segments, management follows the Group’s revenue lines which represent the
main geographical markets within which the Group operates. These operating segments are managed
separately as each requires different local expertise, regulatory knowledge and a specialised marketing
approach. Each market-based operating segment is engaged in production, marketing and selling within
a particular economic environment that is different from that in segments operating in other economic
environments. All inter-segment transfers are carried out at arm’s length prices.
Foreign currency translation
Functional and presentational currency
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 Group’s presentational currency is Sterling, which is also the functional currency of the
Group’s parent.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation, at reporting period end exchange rates, of
monetary assets and liabilities denominated in foreign currencies, are recognised in the consolidated
income statement. Non-monetary items are carried at historical cost or translated using the exchange
rate at the date of the transaction or a weighted average rate as an approximation where this is not
materially different.
Non-UK operations
On consolidation, assets and liabilities have been translated into Sterling at the closing rate at the
reporting date. Goodwill and fair value adjustments arising on the acquisition of a non-UK entity have
been treated as assets and liabilities of the non-UK entity and translated into Sterling at the closing rate.
Income and expenses have been translated into Sterling at the weighted average rate over the reporting
period which approximates to actual rates. Exchange differences are charged or credited to other
comprehensive income (“OCI”) and recognised in the currency translation reserve in equity. OCI
includes those items which would be reclassified to profit or loss and those items which would not be
reclassified to profit or loss.
Financial statements
84
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
At the date of revaluation, the accumulated depreciation on the revalued freehold property is eliminated
against the gross carrying amount of the asset and the net amount is restated to the revalued amount of
the asset. The excess depreciation on revalued freehold buildings, over the amount that would have
been charged on a historical cost basis, is periodically transferred from the revaluation reserve to
retained earnings when freehold buildings are expensed through the consolidated statement of
comprehensive income (e.g. through depreciation, impairment). On disposal of the asset, the balance
of the revaluation reserve is transferred to retained earnings.
Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable
value.
The costs of raw materials, consumables, work in progress and finished goods are measured by means
of weighted average cost using standard costing techniques. The cost of finished goods and work in
progress comprises direct production costs such as raw materials, consumables, utilities and labour,
and production overheads such as employee costs, depreciation on equipment used in production,
maintenance and indirect factory costs. Standard costs are reviewed regularly in order to ensure
relevant measures of utilisation, production lead time and appropriate levels of manufacturing expense
are reflected in the standards.
Net realisable value is calculated based on the selling price in the normal course of business less any
costs to sell.
R&D investment credits
Investment credits are directly related to the Group’s qualifying R&D expenditure and have a monetary
value that is independent of the Group’s tax liability. Such investment credits are dealt with in other
income in the consolidated income statement. The credit is recognised when related costs are incurred
during the year.
Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs,
except for those carried at fair value through profit or loss which are measured initially at fair value.
Subsequent measurement of financial assets and financial liabilities is described below. Financial
derivatives are designated at fair value through the profit and loss (“FVTPL”) upon initial recognition.
2. Accounting policies continued
Leasing continued
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease
incentives received, and increased for:
–
lease payments made at or before commencement of the lease;
–
initial direct costs incurred; and
–
the amount of any provision recognised where the Group is contractually required to dismantle,
remove or restore the leased asset.
Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant
rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are
amortised on a straight-line basis over the remaining term of the lease.
When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the
probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of
the lease liability to reflect the payments to make over the revised term, which are discounted using a
revised discount rate. An equivalent adjustment is made to the carrying value of the right-of-use asset,
with the revised carrying amount being amortised over the remaining (revised) lease term.
Low-value and short-term leases
Where the Group is a lessee, payments on low-value and short-term operating lease agreements are
recognised as an expense on a straight-line basis over the lease term. Associated costs, such as
maintenance and insurance, are expensed as incurred. Benefits received and receivable as an incentive
to enter an operating lease are also spread on a straight-line basis over the lease term.
Property, plant and equipment (“PPE”)
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price,
cost includes directly attributable costs.
Land and buildings are subsequently carried at fair value, based on periodic valuations by a professionally
qualified valuer. These revaluations are made with sufficient regularity to ensure that the carrying amount
does not differ materially from that which would be determined using fair value at the end of the reporting
period. Changes in fair value are recognised in other comprehensive income and accumulated in the
revaluation reserve except to the extent that any decrease in value in excess of the credit balance on
the revaluation reserve, or reversal of such a transaction, is recognised in profit or loss.
Freehold land is not depreciated. Depreciation on assets under construction does not commence until
they are complete and available for use. Depreciation is provided on all other items of property, plant
and equipment so as to write off their carrying value on a straight-line basis, over their expected useful
economic lives. It is provided at the following rates:
Freehold buildings
33 years
Computer equipment
3-7 years
Motor vehicles
4 years
Fixtures and fittings
5-15 years
Plant and machinery
5-15 years
Financial statements
85
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Equity
Financial instruments issued by the Group are classified as equity only to the extent that they do not
meet the definition of a financial liability or financial asset. The Group’s Ordinary Shares are classified
as equity instruments.
The ‘merger reserve’ represents the excess of the book value of the assets and liabilities acquired over
the nominal value of the equity shares issued on acquisition of subsidiaries.
Convertible debt
The proceeds received on issue of the Group’s convertible debt are allocated into their liability and
equity components. The amount initially attributed to the debt component equals the discounted cash
flows using a market rate of interest that would be payable on a similar debt instrument that does not
include an option to convert. Subsequently, the debt component is accounted for as a financial liability
measured at amortised cost until extinguished on conversion or repayment of the debt. The remainder
of the proceeds is allocated to the conversion option and is recognised in the ‘Warrants reserve’ within
shareholders’ equity, net of transaction costs.
Current and deferred taxation
Current income tax assets and liabilities comprise those obligations to fiscal authorities in the countries
in which the Group carries out its operations. They are calculated according to the tax rates and tax laws
applicable to the fiscal period and the country to which they relate that have been enacted or
substantially enacted by the end of the reporting period. All changes to current tax liabilities are
recognised as a component of tax expense in the consolidated income statement.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the
consolidated statement of financial position differs from its tax base, except for differences arising on:
–
the initial recognition of goodwill;
–
the initial recognition of an asset or liability in a transaction which is not a business combination and
at the time of the transaction affects neither accounting nor taxable profit or loss and does not give
rise to equal taxable and deductible temporary differences; and
–
investments in subsidiaries and joint arrangements where the Group is able to control the timing
of the reversal of the difference and it is probable that the difference will not reverse in the
foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable
profit will be available against which the difference can be utilised.
In respect of deferred tax assets arising from investment property measured at fair value, the
presumption that recovery will be through sale rather than use has not been rebutted.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively
enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are
settled/(recovered).
2. Accounting policies continued
Financial instruments continued
Recognition, initial measurement and derecognition continued
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset
expire, or when the financial asset and substantially all the risks and rewards are transferred.
Financial liabilities are derecognised when the obligation specified in the contract is discharged,
cancelled or expires. An exchange between an existing borrower and lender of debt instruments with
substantially different terms shall be accounted for as an extinguishment of the original financial liability
and the recognition of a new financial liability. Similarly, substantial modification of the terms of an
existing financial liability shall be accounted for as an extinguishment of the original liability and the
recognition of a financial liability. A substantial modification of terms occurs when the discounted
present value of the cash flows under the new terms is at least 10% different from the discounted
present value of the remaining cash flows of the original facility.
Financial assets at amortised cost
Financial assets are measured at amortised cost when their contractual cash flows represent solely
payments of principal and interest and they are held within a business model designed to collect cash
flows; typically the Group’s cash and cash equivalents and trade and other receivables. The carrying
amount of financial assets measured at amortised cost is adjusted for expected credit losses under the
expected credit losses model.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a
lifetime expected loss allowance for all receivables. The expected loss rates are based on the payment
profile of historical sales and the corresponding historical credit losses expected in this period.
The Company also considers future expected credit losses due to circumstances in addition to
historical loss rates.
Classification and subsequent measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables and derivative financial
instruments. Financial liabilities are measured subsequently at amortised cost using the effective
interest method except for derivatives.
Derivative financial instruments
All derivative financial instruments are initially measured at fair value on acquisition and are subsequently
restated to fair value at each reporting date. Any change in the fair value of the instruments is recognised
in administration expenses (foreign exchange contracts) or shown separately below operating profit
(warrant instruments), both of which are in the consolidated income statement. Hedge accounting is
not applied.
Financial statements
86
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Service costs are recognised in profit or loss, and include current and past service costs as well as gains
and losses on curtailments.
Net interest expense/(income) is recognised in profit or loss, and is calculated by applying the discount
rate used to measure the defined benefit obligation/(asset) at the beginning of the annual period to the
balance of the net defined benefit obligation/(asset), considering the effects of contributions and benefit
payments during the period.
Gains or losses arising from changes to scheme benefits or scheme curtailment are recognised
immediately in profit or loss.
Settlements of defined benefit schemes are recognised in the period in which the settlement occurs.
Other employee benefits
Short term
Short-term employee benefits, including holiday entitlement, are included within trade and other payables,
at the undiscounted amount that the Group expects to pay as a result of the unused entitlement.
Long term
Under Italian law, alongside each monthly salary payment an amount is accrued into a reserve for each
employee. When the employee leaves the Company, the accrued amount is paid as a deferred salary
payment. Other employee benefits that are not expected to be settled wholly within twelve months after
the end of the reporting period are presented as non-current liabilities and calculated using the
projected unit credit method and then discounted using yields available on high-quality corporate bonds
that have maturity dates approximating to the expected remaining period to settlement and are
denominated in the same currency as the post-employment benefit obligations.
Investments
Investments relate to long-term insurance policies. In accordance with IAS 19, these cannot be directly
deducted from the German pension obligation and are recognised as a separate asset, rather than as a
deduction in determining the net defined benefit liability. Interest income is recognised through the
consolidated income statement. They are held at fair value with any gains or losses on remeasurement
charged or credited to OCI.
Provisions
The Group has recognised provisions for liabilities of uncertain timing or amount. Provisions are
measured at the best estimate of the expenditure required to settle the obligation at the reporting date
and presented as current/non-current based on management’s best estimate of the likely timing of
resulting payments.
Share-based employee compensation
The Group operates equity-settled share-based compensation plans for remuneration of its employees
comprising Long Term Incentive Plan (“LTIP”) schemes.
The fair value of the options at the date of grant is charged to the consolidated statement of
comprehensive income over the vesting period.
2. Accounting policies continued
Current and deferred taxation continued
When there is uncertainty concerning the Group’s filing position regarding the tax bases of assets or
liabilities, the taxability of certain transactions or other tax-related assumptions, then the Group:
–
considers whether uncertain tax treatments should be considered separately, or together as a Group,
based on which approach provides better predictions of the resolution;
–
determines if it is probable that the tax authorities will accept the uncertain tax treatment; and
–
if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty
based on the most likely amount or expected value, depending on whichever method better predicts
the resolution of the uncertainty. This measurement is required to be based on the assumption that
each of the tax authorities will examine amounts they have a right to examine and have full knowledge
of all related information when making those examinations.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset
current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the
same tax authority on either:
–
the same taxable Group company; or
–
different Group entities which intend either to settle current tax assets and liabilities on a net basis,
or to realise the assets and settle the liabilities simultaneously, in each future period in which
significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the
income statement, except where they relate to items that are charged or credited directly to OCI (such
as the revaluation of land and buildings) or equity, in which case the related deferred tax is also charged
or credited directly to OCI or equity, respectively.
Defined contribution pension scheme
Payments to defined contribution schemes are charged as an expense to the consolidated income
statement as they fall due in the expense category consistent with the function of the employee to which
they relate.
Defined benefit pension scheme
Defined benefit scheme surpluses and deficits are measured at:
–
the fair value of qualifying plan assets at the reporting date; less
–
plan liabilities calculated using the projected unit credit method discounted to its present value using
yields available on high-quality corporate bonds that have maturity dates approximating to the terms
of the liabilities and are denominated in the same currency as the post-employment benefit
obligations.
Remeasurements of the net defined obligation are recognised within other comprehensive income.
The remeasurements include:
–
actuarial gains and losses; and
–
return on plan assets (interest exclusive).
Financial statements
87
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Critical estimates and assumptions
a) The Group operates a partly funded non-contributory defined benefit pension scheme for certain
employees in Germany. The defined assets and liabilities of this scheme and the related investments
– retirement benefit assets – are estimated using actuarial methods by third-party experts. The net
defined benefit liability is most sensitive to changes in the discount rate applied; see Note 28 for the
sensitivity analysis.
b) The Group has issued warrants to subscribe for shares, some of which do not meet the conditions to
be classified as equity instruments and are therefore treated as an embedded derivative financial
instrument. The embedded derivative is held on the consolidated statement of financial position at
fair value with movements in fair value taken to the income statement. At 30 June 2025, the embedded
derivative is valued at £10.5m, an increase of £4.7m compared to when it was initially recognised in
October 2024, representing a loss on revaluation in the consolidated income statement. The most
significant variable in valuing the embedded derivative is the Group’s share price at the date of the
valuation. The share price movement during the current period, where the fair value of the
embedded derivative increased by £4.7m (81%), was an 87% increase from 4.25 pence per share at
15 October 2024 to 7.95 pence at 30 June 2025.
c) The Group’s shareholder loan facility, as described more fully in Note 24, is a compound financial
instrument due to the attached warrants, which entitle holders to subscribe for new Ordinary Shares.
Each time funds are drawn down under the shareholder loan facility the proceeds received are
allocated into their liability and equity components by first valuing the debt component, with the
residual allocated to equity. The debt component is valued by discounting the contractual cash flows
using a market rate of interest that would be payable on a similar debt instrument that does not include
warrants. At 30 June 2025, £37.5m (2024: £22.5m) of shareholder loan funding had been drawn (net of
£5.0m drawn in August 2024 and repaid in October 2024), of which £4.4m (2024: £1.3m) was allocated
to the warrants on initial recognition. Furthermore, the shareholder loan facility was modified during
the year and this was deemed to be a substantial modification due to the fact the discounted present
value of the cash flows under the facility after the amendment (using the original effective interest rate)
were greater than 10% different to the carrying value of the facility at the time of modification. A gain of
£0.4m arose on modification, representing the difference between the present value of the amended
cash flows, using the market rate of interest at the time of modification, compared to the carrying
value of the facility at that time. The initial allocation of loan proceeds between debt and equity, and
the calculation of the gain arising on modification of the loan are both sensitive to the market rate of
interest used to discount the contractual cash flows. The Group engaged external consultants
Globalview Advisors (now part of FRP Advisory) to calculate appropriate market rate(s) of interest.
Globalview determine market interest rates by (i) performing a synthetic credit rating for the Group;
(ii) analysis of bond yields, issued by companies in similar sectors and/or financial profile and (iii) an
estimate of a market interest rate in line with benchmark data. Market interest rates used during the
year ended 30 June 2025 range from 14.4% to 16.3% (2024: 15.4%).
2. Accounting policies continued
Share-based employee compensation continued
Non-market vesting conditions are taken into account by adjusting the number of equity instruments
expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the
vesting period is based on the number of options that eventually vest. Non-vesting conditions and market
vesting conditions are factored into the fair value of the options granted. As long as all other vesting
conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are
satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where
a non-vesting condition is not satisfied.
Share-based compensation is recognised as an expense in the consolidated income statement with a
corresponding credit to the share-based payments reserve. The expensed value of share options, which
have lapsed unexercised, is transferred from the share-based payment reserve to retained earnings.
Use of accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements
are continually evaluated based on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The estimates and assumptions that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below.
Judgements
a) Deferred tax assets are only recognised to the extent that it is probable that taxable profit will be
available against which the deductible temporary difference can be utilised. At 30 June 2025, the
Group had £196m (2024: £167m) of unutilised UK tax losses available for offset against future profits.
At the UK’s current rate of corporation tax the unutilised tax losses equate to a potential deferred tax
asset of £49.0m (2024: £41.8m); however only £1.8m (2024: £1.8m) of this is recognised as a deferred
tax asset, and the remaining £47.2m (2024: £40.0m) potential deferred tax asset is unrecognised at
the balance sheet date together with £2.6m (2024: £2.3m) of other short term temporary timing
differences and tax credits as there is not currently sufficient convincing evidence that taxable profits
will be available against which these losses and other deductible temporary differences and tax
credits will be utilised in the foreseeable future. Management reassesses the probable availability of
future taxable profits on a regular basis.
b) The Group’s operational structure gives rise to potential tax exposures that require management to
exercise judgement in making determinations as to the amount of tax that is payable. The Group reports
cross-border transactions undertaken between subsidiaries on an arm’s-length basis in tax returns in
accordance with Organisation for Economic Co-operation and Development (OECD) guidelines.
Transfer pricing relies on the exercise of judgement, and it is reasonably possible for there to be a
significant range of potential outcomes. At 30 June 2025, the Group had recognised liabilities of £0.8m
(2024: £0.8m as restated) in respect of uncertain tax positions on the balance sheet. The amount
recognised represents the sum of the probability-weighted amounts in a range of possible outcomes
and as such is sensitive to changes in the probability assessed for each possible outcome. Possible
outcomes range from £nil to £1.3m (2024: £nil to £1.3m).
Financial statements
88
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
EBITDA
Earnings before interest, tax, depreciation and amortisation (“EBITDA”) is included as an alternative
performance measure in order to aid users in understanding the underlying operating performance of
the Group.
Note
2025
£’000
2024
£’000
Loss before taxation
(39,200)
(39,166)
Net finance expense
11,12
6,784
3,909
Depreciation
18
3,616
3,787
Amortisation
17
556
532
EBITDA
(28,244)
(30,938)
Adjusted EBITDA
Earnings before interest, tax, depreciation and amortisation adjusted to exclude the impact of research
and development, non-recurring items, equity-settled long-term incentive plans and gains or losses
arising on fundraising activities (‘Adjusted EBITDA’) is included as an alternative performance measure in
order to aid users in understanding the underlying operating performance of the Group.
These can be reconciled to the IFRS measure of loss before taxation as below:
2025
£’000
2024
£’000
Loss before taxation
(39,200)
(39,166)
Net finance expense
6,784
3,909
Depreciation
3,616
3,787
Amortisation
556
532
Research and development
15,377
22,900
Other income
(1,244)
(1,526)
Restructuring costs
—
1,239
Share-based payment expense
871
759
Revaluation of warrant instrument held at fair value
4,684
—
Gain on modification of shareholder loan
(430)
—
Adjusted EBITDA
(8,986)
(7,566)
2. Accounting policies continued
Use of accounting estimates and judgements continued
Other estimates and assumptions
a) The Group operates equity-settled share-based compensation plans (LTIP schemes) for remuneration
of its employees. As explained in Note 30, employee services received in exchange for the grant of
any share-based compensation are measured at their fair values and expensed over the vesting
period. The fair value of this compensation is dependent on, amongst other factors, whether the
provisional share awards will ultimately vest, which in turn is dependent on future events which are
uncertain. The Directors use their judgement and experience of previous awards to estimate the
probability that the awards will vest, which impacts the fair valuation of the compensation. The key
variables to be estimated are the number of awards that will lapse before the vesting date due to
leavers and the number of awards that will vest in relation to the non-market performance conditions.
The sensitivity to these variables can be seen in the table in Note 30.
3. Revenue
An analysis of revenue by category is set out in the table below:
2025
£’000
2024
£’000
Sale of goods at a point in time
55,044
55,199
55,044
55,199
All revenue recognised in the income statement is from contracts with customers. The majority of these
customers are on 14 to 30 day payment terms. No assets were recognised from costs to obtain or fulfil a
contract with any customer.
4. Alternative performance measures (“APMs”)
The Group’s APMs are not defined by IFRS and therefore may not be directly comparable with other
companies’ APMs. These measures are not intended to be a substitute for, or superior to, IFRS
measurements.
Financial statements
89
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
5. Segmental reporting
The Group’s operating segments are reported based on the financial information provided to the Executive Directors, who are defined as the CODM, to enable them to allocate resources and make strategic
decisions. In the opinion of the Directors, there is one class of business, being the manufacture and sale of allergy-related medicines.
The CODM reviews information based on geographical market sectors and assesses performance at an EBITDA (operating loss before interest, tax, depreciation and amortisation) and operating loss level.
Management has identified that the reportable segments are Central Europe (which includes the following operating segments: Germany, Austria, Switzerland and the Netherlands), Southern Europe (Italy, Spain and
Other), the and Rest of the World (including the UK).
For all material regions that have been aggregated, management considers that they share similar economic characteristics. They are also similar in respect of the products sold, types of customer, distribution
channels and regulatory environments.
Revenue by segment
Revenue from
external
customers
2025
£’000
Inter-segment
revenue
2025
£’000
Total segment
revenue
2025
£’000
Revenue from
external
customers
2024
£’000
Inter-segment
revenue
2024
£’000
Total segment
revenue
2024
£’000
Central Europe
– Germany
26,685
—
26,685
27,298
—
27,298
– Austria
5,258
—
5,258
4,947
—
4,947
– Netherlands
3,963
—
3,963
4,062
—
4,062
– Switzerland
2,335
—
2,335
2,864
—
2,864
38,241
—
38,241
39,171
—
39,171
Southern Europe
—
– Italy
2,869
—
2,869
3,074
—
3,074
– Spain
9,596
—
9,596
8,878
—
8,878
– Other
196
—
196
368
—
368
12,661
—
12,661
12,320
—
12,320
Rest of World (including UK)
4,142
30,634
34,776
3,708
30,412
34,120
55,044
30,634
85,678
55,199
30,412
85,611
Revenues from external customers in all segments are derived principally from the sale of a range of pharmaceutical products designed for the immunological treatment of the allergic condition.
Rest of World (including UK) revenues include sales through distributors and agents in several markets including the Czech Republic, Slovakia and South Korea.
The CODM also reviews revenue by segment on a budgeted constant currency basis, to provide relevant year-on-year comparisons.
The Group has no customers which individually account for 10% or more of the Group’s revenue.
Financial statements
90
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
5. Segmental reporting continued
Sales, marketing and distribution costs by segment
2025
£’000
2024
£’000
Central Europe
12,299
12,389
Southern Europe
4,742
5,320
Rest of World (including UK)
2,161
1,882
19,202
19,591
Research and development costs by segment
2025
£’000
2024
£’000
Central Europe
—
—
Southern Europe
—
—
Rest of World (including UK)
15,377
22,900
15,377
22,900
Administration expenses by segment
2025
£’000
2024
£’000
Central Europe
5,150
5,297
Southern Europe
1,612
1,203
Rest of World (including UK)
12,324
11,212
19,086
17,712
Depreciation and amortisation by segment
2025
£’000
2024
£’000
Central Europe
1,341
1,265
Southern Europe
800
831
Rest of World (including UK)
2,031
2,223
4,172
4,319
Finance income by segment
2025
£’000
2024
£’000
Central Europe
112
150
Southern Europe
1
5
Rest of World (including UK)
269
130
382
285
Finance expense by segment
2025
£’000
2024
£’000
Central Europe
487
449
Southern Europe
31
40
Rest of World (including UK)
6,648
3,705
7,166
4,194
EBITDA by segment
2025
£’000
2024
£’000
Allocated EBITDA
Central Europe
1,215
2,079
Southern Europe
1,554
1,585
Rest of World (including UK)
(31,013)
(34,602)
Allocated EBITDA
(28,244)
(30,938)
Depreciation and amortisation
(4,172)
(4,319)
Finance income
382
285
Finance expense
(7,166)
(4,194)
Loss before tax
(39,200)
(39,166)
Financial statements
91
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Total liabilities by segment
2025
£’000
2024
as restated
£’000
Central Europe
(18,957)
(22,012)
Southern Europe
(7,905)
(6,414)
Rest of World (including UK)
(93,211)
(51,141)
(120,073)
(79,567)
Inter-segment liabilities
24,337
20,518
Total liabilities per balance sheet
(95,736)
(59,049)
The restatement of the 2024 asset and liability values relates to a revaluation of uncertain tax position
liabilities and deferred tax assets and liabilities. See Note 34 for details.
6. Restructuring costs
2025
£’000
2024
£’000
Restructuring costs
—
1,239
—
1,239
During the year ended 30 June 2024, the Group incurred £1.2m of one-off costs, predominantly for the
payment of termination benefits, in connection with implementing a number of cost control initiatives
aimed at significantly reducing the ongoing cost base of the Group. These cost control initiatives
impacted a significant proportion of the workforce at the time, including changes in management
structure and reorganisations expected to have a major impact on the Group’s operations in several
areas. The majority of restructuring costs incurred were in respect of termination benefits, whereby
impacted employees were offered a combination of lump sum severance payments and/or paid
gardening leave in exchange for the termination of employment. The restructuring plan was announced
in May 2024 with all relevant agreements in place prior to 30 June 2024. Of the total £1.2m cost of
restructuring £0.3m was settled in the year ending 30 June 2024 with the remaining £0.9m settled in the
year ending 30 June 2025.
5. Segmental reporting continued
Tax charge/(credit) segment
2025
£’000
2024
as restated
£’000
Central Europe
246
(614)
Southern Europe
457
(132)
Rest of World (including UK)
229
201
Tax charge/(credit)
932
(545)
The restatement of the 2024 tax values relates to a revaluation of uncertain tax position liabilities and
deferred tax assets and liabilities. See Note 34 for details.
Total assets by segment
2025
£’000
2024
as restated
£’000
Central Europe
29,180
32,452
Southern Europe
17,353
13,950
Rest of World (including UK)
84,398
77,810
130,931
124,212
Inter-segment assets
(24,337)
(20,518)
Inter-segment investments
(39,051)
(37,289)
Total assets per balance sheet
67,543
66,405
Included within Central Europe are non-current assets to the value of £2.5m (2024: £2.5m) relating to
goodwill and £1.3m relating to the deferred tax asset on the revaluation of the defined benefit obligation
and separate investment in retirement benefit assets. Within Southern Europe assets to the value of
£3.1m (2024: £3.0m) relate to land and buildings and £0.8m goodwill (2024: £0.8m). There were no
material additions (excluding foreign exchange differences) to non-current assets in any country except
the UK where non-current asset additions totalled £2.0m and comprised plant and machinery £1.6m and
fixtures and fittings £0.4m (2024: £3.0m total); Spain where non-current additions totalled £1.2m
comprising plant and machinery £1.0m and fixtures and fittings £0.2m (2024: £0.3m total); and Germany
where the deferred tax asset on the revaluation of the defined benefit obligation was recognised.
Financial statements
92
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
8. Remuneration of Directors
2025
£’000
2024
£’000
Salaries and short-term employee benefits
974
745
Social security costs
85
56
Post-employment benefits – defined contribution and defined benefit
plans
72
55
1,131
856
Share-based payments
214
252
1,345
1,108
2025
Number
2024
Number
The number of Directors in respect of whose qualifying
services shares were received or receivable under long-term
incentive schemes
2
2
Highest paid Director
2025
£’000
2024
£’000
Emoluments and long-term incentive scheme
456
436
Pension contributions paid by the Group for highest paid Director
49
48
The number of Directors for whom defined contribution pension
payments are made in respect of qualifying services
2
2
During the year, no share options were exercised by the highest paid director (2024: 1,676,200 share
options exercised at a market price of £0.01885 per share).
Key management personnel are considered to be all the Directors plus the CFO where the CFO at the
time was not appointed as a Director (from 11 August 2023 to 8 March 2024).
Full details of Directors’ remuneration is set out in the information included in the Directors’ remuneration
table on page 59.
Dr. Shaun Furlong was appointed CFO on 11 August 2023 and was subsequently appointed as a
Director on 8 March 2024, for the period from his appointment as CFO until he was appointed to the
Board, he received remuneration and taxable benefits totalling £104,807 and pension contributions of
£10,679, his remuneration for the period from his appointment as a Director is included within Directors’
remuneration. Prior to leaving the Company in August 2023, the interim CFO, Martin Hopcroft, received
remuneration during the period of £nil (2024: £59,000), no pension contributions were made
(2024: none).
7. Loss before tax
2025
£’000
2024
£’000
Loss for the period has been arrived at after charging/(crediting):
Loss on fair valuation of warrant instrument
4,684
—
Gain on fair valuation of foreign exchange forward contracts
—
(79)
Loss on foreign exchange forward contracts matured in the year
—
128
Foreign exchange gains
(99)
(248)
Depreciation and amortisation:
Depreciation of property, plant and equipment excluding right-of-use
assets (Note 18)
1,981
2,059
Depreciation of right-of-use assets (Note 18)
1,635
1,728
Amortisation of intangible assets (Note 17)
556
532
Research and development costs
15,377
22,900
Share-based payment expense (Note 30)
871
759
Audit and non-audit services:
Fees payable to the Company’s auditor for the audit of the Group’s
accounts1
813
307
Fees payable to the Company’s auditor and its associates for
other services:
The audit of the Company’s subsidiaries’ accounts2 pursuant to
legislation
98
237
Audit-related assurance
—
12
1. £77,000 of the amount disclosed in 2024 relates to additional fees in respect of the audit for the year ended
30 June 2023.
2. £3,000 of the amount disclosed in 2025 relates to additional fees in respect of the audit for the year ended
30 June 2024.
Financial statements
93
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
11. Finance expense
2025
£’000
2024
£’000
Interest on shareholder loans
3,673
3,495
Interest on Hayfin loan
2,413
—
Transaction fees on warrant
390
—
Net interest expenses on defined benefit pension liability
323
317
Interest on lease liabilities
284
295
Other
83
87
7,166
4,194
12. Finance income
2025
£’000
2024
£’000
Bank interest
270
135
Interest on investment assets
112
150
382
285
9. Employees (including Directors)
2025
£’000
2024
£’000
Wages and salaries
32,857
34,501
Social security costs
5,178
5,122
Share-based payments
871
759
Pension costs – defined benefit plans
112
121
Pension costs – defined contribution plans
724
713
39,742
41,216
The average number of employees during the period (including Executive Directors) was made up as
follows:
2025
2024
R&D, marketing and administration
244
262
Sales
90
97
Production
250
243
584
602
10. Other income
2025
£’000
2024
£’000
R&D tax credit
1,244
1,526
Financial statements
94
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Tax charged/(credited) to Other Comprehensive Income for the years ended 30 June were as follows:
2025
£’000
2024
as restated
£’000
Deferred tax movement – retirement benefit obligations
91
(163)
Deferred tax movement – retirement benefit assets
17
157
Deferred tax movement – land and buildings
38
24
Tax movement for the period
146
18
Current taxes payable
2025
£’000
2024
as restated
£’000
Income tax payables
(144)
(658)
Uncertain tax positions
(768)
(775)
(912)
(1,433)
The movement in the liability for uncertain tax positions during the year was as follows:
2025
£’000
2024
as restated
£’000
At 1 July
775
2,429
Remeasurement
56
(1,491)
Utilised in year
(72)
(129)
Foreign exchange movement
9
(34)
At 30 June
768
775
The Group’s operational structure gives rise to potential tax exposures that require management to
exercise judgement in making determinations as to the amount of tax that is payable. See Note 2, use of
accounting estimates and judgements, for further details.
Current taxes receivable
2025
£’000
2024
as restated
£’000
Income tax receivables
304
107
R&D tax credits
1,752
1,779
2,056
1,886
The restatement of the 30 June 2024 values relates to the revaluation of the liability for uncertain tax
positions and deferred tax assets and liabilities. See Note 34 for details.
13. Income tax expense and current taxes payable and receivable
2025
£’000
2024
as restated
£’000
Current tax:
UK corporation tax on loss for the period at 25% (2024: 25%)
Current year
236
285
Prior year
80
165
IFRIC 23 provision
(7)
(1,654)
Overseas tax
693
609
1,002
(595)
Deferred tax – current year
(70)
50
Deferred tax – prior year
—
—
Tax charge/(credit) for the period
932
(545)
The reconciliation between the tax charge/(credit) and the accounting loss multiplied by the UK
corporation tax rate for the years ended 30 June is as follows:
2025
£’000
2024
as restated
£’000
Loss for the period before tax
(39,200)
(39,166)
Loss for the period multiplied by the standard rate of corporation tax
of 25% (2024: 25%)
(9,800)
(9,792)
Effects of:
Expenses not deductible
3,066
1,466
Movements in unrecognised deferred tax
7,627
9,419
Adjustment of taxes for prior periods
80
165
Movement in uncertain tax positions
(7)
(1,654)
Adjustment for different tax rates
92
47
Overseas double taxation relief
(114)
(100)
Overseas R&D relief
(12)
(96)
Tax charge/(credit) for the period
932
(545)
Financial statements
95
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
14. Deferred tax
Recognised deferred tax asset/(liability)
Tax value of
carried forward
losses
£’000
Tax value of
accelerated
capital
allowances
£’000
Acquisition of
Bencard A.G.
£’000
Overseas
losses and
other timing
differences
£’000
Property
revaluations
£’000
Germany
defined benefit
pension
obligation
£’000
Germany
retirement
benefit asset
£’000
Total
£’000
At 1 July 2024 as restated
1,817
(1,817)
(57)
211
9
1,231
127
1,521
Adjustment in respect of prior year
(157)
157
—
—
—
—
—
—
Amount recognised in the income statement
150
(150)
57
(74)
—
2
85
70
Amount recognised in other comprehensive income
—
—
—
—
(38)
(91)
(17)
(146)
Exchange differences
—
—
—
—
—
—
—
—
At 30 June 2025
1,810
(1,810)
—
137
(29)
1,142
195
1,445
Tax value of
carried forward
losses
£’000
Tax value of
accelerated
capital
allowances
£’000
Acquisition of
Bencard A.G.
£’000
Other timing
differences
£’000
Property
revaluations
£’000
Germany
defined benefit
pension
obligation
£’000
Germany
retirement
benefit asset
£’000
Total
£’000
At 1 July 2023 as restated
1,252
(1,252)
(69)
184
33
1,129
312
1,589
Adjustment in respect of prior year
(29)
29
—
—
—
—
—
—
Amount recognised in the income statement
594
(594)
12
27
—
(61)
(28)
(50)
Amount recognised in other comprehensive income
—
—
—
—
(24)
163
(157)
(18)
Exchange differences
—
—
—
—
—
—
—
—
At 30 June 2024 as restated
1,817
(1,817)
(57)
211
9
1,231
127
1,521
Deferred tax is provided under the balance sheet liability method using the local tax rate for the overseas difference. Deferred tax assets and deferred tax liabilities are offset where the Group has a legally
enforceable right to do so and when the deferred tax assets and liabilities relate to tax levied by the same tax authority and where there is an intention to settle the balances on a net basis. Deferred tax assets,
in respect of losses, are recognised up to the value of the fixed asset liability as the nature of the asset and liability is such that they unwind at the same time.
The deferred tax asset relating to the Germany defined benefit obligation has been recognised as the German entity is profit-making and paying tax to the German tax authorities.
Financial statements
96
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
14. Deferred tax continued
Recognised deferred tax asset/(liability) continued
The following is the analysis of the deferred tax balances after offset for financial reporting purposes:
2025
£’000
2024
as restated
£’000
Deferred tax assets
1,513
1,578
Deferred tax liabilities
(68)
(57)
1,445
1,521
As at 30 June 2025, the Group had approximately £196m of unutilised unrecognised UK tax losses (2024: approximately £167m) available for offset against future profits. At the UK’s current rate of corporation tax
the unutilised tax losses equate to a potential deferred tax asset of £49.0m (2024: £41.8m). The unrecognised deferred tax losses are stated after offset against taxable temporary differences of £1.8m (2024:
£1.8m) as per IAS 12. The remaining £47.2m (2024: £40.0m) potential deferred tax asset is unrecognised at the balance sheet date together with £2.6m (2024: £2.3m) of other short term temporary timing
differences and tax credits as there is not currently sufficient convincing evidence that taxable profits will be available against which these losses and other deductible temporary differences and tax credits will
be utilised in the foreseeable future. Management reassesses the probable availability of future taxable profits on a regular basis.
It is likely that the unremitted earnings of overseas subsidiaries would qualify for the UK dividend exemption such that no UK tax would be due upon remitting these earnings to the UK. However, £4.1m (€4.7m)
of those earnings may still result in a tax liability, principally as a result of the dividend withholding taxes levied by the overseas tax jurisdictions in which those subsidiaries operate. These tax liabilities are not
expected to exceed £0.2m. No provision for a deferred tax liability has been recognised as the Group controls the dividend policy of its subsidiaries and has no plans to remit relevant earnings in the
foreseeable future.
Recognised and unrecognised deferred tax assets and liabilities have been calculated at the tax rates expected to apply to the date when the liability is settled or asset realised.
The restatement of the 30 June 2023 and 30 June 2024 values relates to recognition of the deferred tax asset in relation to the Germany defined benefit obligation and retirement benefit asset as well as a number
of smaller corrections. See Note 34 for details.
Financial statements
97
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
For the purposes of impairment testing, goodwill has been allocated to the following CGUs:
2025
£’000
2024
£’000
Germany
2,549
2,549
Spain
776
768
Total
3,325
3,317
The value-in-use calculation requires an estimation of the future cash flows expected to arise from the
CGU and a suitable discount rate in order to calculate the present value. Management estimates future
cash flows on a pre-tax basis. The discount rate is also determined on a pre-tax basis and has been
estimated by calculating a weighted average cost of capital for the Group, using the capital asset pricing
model (“CAPM”), and adjusting for risks specific to the relevant CGU.
Goodwill impairment reviews have been performed for the years ended 30 June 2025 and 2024. The
recoverable amount for the Germany and Spain CGUs was in excess of the respective carrying amounts
for both years and accordingly no impairment loss has been recognised. Management’s key
assumptions are set out below.
Germany
Value in use for the Germany CGU was measured using cash flow projections based on a detailed
two-year forecast approved by management, estimates for the period beyond the detailed two-year
period were extrapolated using a growth rate of 1.2%, representing the OECD’s projected GDP growth
rate for the German economy in the short term. The discount rate used was 13% (2024: 15%) and has
decreased year on year due to a decrease in the cost of capital for the Group.
Spain
Value in use for the Spain CGU was measured using cash flow projections based on a detailed two-year
forecast approved by management, estimates for the period beyond the detailed two-year period were
extrapolated using a growth rate of 1.9%, representing the OECD’s projected GDP growth rate for the
Spanish economy in the short term. The discount rate used was 13% (2024: 15%) and has decreased
year on year due to a decrease in the cost of capital for the Group.
Sensitivity
Apart from the considerations described above in determining the value in use of the CGU, the Group’s
management is not currently aware of any reasonable possible changes that would necessitate changes
in its key estimates.
In respect of the German CGU, possible impairment was sensitised with a discount rate of 18%, with
annual cash inflows reduced by £5.0m and with a growth rate of 0% beyond the detailed forecast period.
None of these scenarios, either individually or combined, indicated an impairment.
In respect of the Spanish CGU, possible impairment was sensitised with a discount rate of 18%, with
annual cash inflows reduced by £1.0m and with a growth rate of 0% beyond the detailed forecast period.
None of these scenarios, either individually or combined, indicated an impairment.
15. Loss per share
2025
£’000
2024
as restated
£’000
Loss after tax attributable to equity shareholders
(40,132)
(38,612)
Shares
‘000
Shares
‘000
Issued Ordinary Shares at start of the period
4,766,440
679,105
Ordinary Shares issued in the period
—
4,087,335
Issued Ordinary Shares at end of the period
4,766,440
4,766,440
Weighted average number of Ordinary Shares for the period
4,766,440
3,743,332
Potentially dilutive share options
—
—
Weighted average number of Ordinary Shares for diluted
earnings per share
4,766,440
3,743,332
Basic earnings per Ordinary Share (pence)
(0.84)p
(1.03)p
Diluted earnings per Ordinary Share (pence)
(0.84)p
(1.03)p
The diluted loss per share for 2025 does not differ from the basic loss per share as the exercise of share
options would have the effect of reducing the loss per share and is therefore not dilutive under the terms
of IAS 33.
The restatement of the 2024 values relates to a revaluation of the uncertain tax positions liability and
deferred tax assets and liabilities. See Note 34 for details.
16. Goodwill
2025
£’000
2024
£’000
At 1 July
3,317
3,346
Exchange difference
8
(29)
At 30 June
3,325
3,317
Impairment review
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in
circumstances indicate that the carrying amount may not be recoverable and a potential impairment may
be required. Determining whether goodwill is impaired requires an estimation of the value in use of the
CGU to which the goodwill has been allocated.
Financial statements
98
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
17. Intangible assets
Manufacturing and
non-competing
know-how
£’000
Distribution
agreements
(Switzerland)
£’000
Trade names
(Spain)
£’000
Customer
relationships
(Spain)
£’000
Know-how and
patents
(Spain)
£’000
Other
intangibles
£’000
Computer
software
£’000
Total
£’000
Cost
At 1 July 2023
4,669
1,261
453
289
269
1,401
5,401
13,743
Reclassification (see Note 18)
—
—
—
—
—
—
(35)
(35)
Additions
—
—
—
—
—
—
80
80
Disposals
—
—
—
—
—
(152)
(8)
(160)
Foreign exchange
(45)
—
(6)
(4)
(4)
(1)
(25)
(85)
At 30 June 2024
4,624
1,261
447
285
265
1,248
5,413
13,543
Reclassification (see Note 18)
—
—
—
—
—
—
(45)
(45)
Additions
—
—
—
—
—
11
147
158
Disposals
—
—
—
—
—
—
(5)
(5)
Foreign exchange
32
50
5
3
3
—
19
112
At 30 June 2025
4,656
1,311
452
288
268
1,259
5,529
13,763
Amortisation
At 1 July 2023
4,669
946
446
289
269
1,108
4,226
11,953
Disposals
—
—
—
—
—
(152)
(8)
(160)
Charge for the year
—
83
7
—
—
20
422
532
Foreign exchange
(45)
(77)
(6)
(4)
(4)
(2)
(14)
(152)
At 30 June 2024
4,624
952
447
285
265
974
4,626
12,173
Disposals
—
—
—
—
—
—
(5)
(5)
Charge for the year
—
307
—
—
—
20
229
556
Foreign exchange
32
52
5
3
3
—
13
108
At 30 June 2025
4,656
1,311
452
288
268
994
4,863
12,832
Net book value
At 1 July 2023
—
315
7
—
—
293
1,175
1,790
At 30 June 2024
—
309
—
—
—
274
787
1,370
At 30 June 2025
—
—
—
—
—
265
666
931
Financial statements
99
Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
18. Property, plant and equipment
Right-of-use
assets
£’000
Plant and
machinery
£’000
Fixtures and
fittings
£’000
Motor
vehicles
£’000
Computer
equipment
£’000
Land and
buildings
£’000
Total
£’000
Cost or valuation
At 1 July 2023
13,923
20,439
8,374
20
4,848
3,045
50,649
Reclassification (see Note 17)
—
—
—
—
35
—
35
Additions
765
3,160
95
—
61
—
4,081
Foreign exchange
(104)
(23)
(26)
—
(18)
(44)
(215)
Revaluations
—
—
—
—
—
9
9
Disposals
(293)
—
(1)
—
(1)
—
(295)
At 30 June 2024
14,291
23,576
8,442
20
4,925
3,010
54,264
Reclassification (see Note 17)
—
—
—
—
45
—
45
Additions
424
2,628
602
—
34
—
3,688
Foreign exchange
92
24
17
—
15
31
179
Revaluations
—
—
—
—
—
98
98
Disposals
(557)
(36)
—
—
—
—
(593)
At 30 June 2025
14,250
26,192
9,061
20
5,019
3,139
57,681
Depreciation
At 1 July 2023
5,458
10,287
7,272
20
4,371
—
27,408
Reclassification
—
—
—
—
—
—
—
Charge for the year
1,728
1,109
389
—
286
275
3,787
Revaluations
—
—
—
—
—
(272)
(272)
Foreign exchange
(59)
(12)
(18)
—
(17)
(3)
(109)
Disposals
(293)
—
(1)
—
(1)
—
(295)
At 30 June 2024
6,834
11,384
7,642
20
4,639
—
30,519
Charge for the year
1,635
1,197
321
—
194
269
3,616
Revaluations
—
—
—
—
—
(271)
(271)
Foreign exchange
65
11
14
—
14
2
106
Disposals
(513)
(34)
—
—
—
—
(547)
At 30 June 2025
8,021
12,558
7,977
20
4,847
—
33,423
Net book value
At 1 July 2023
8,465
10,152
1,102
—
477
3,045
23,241
At 30 June 2024
7,457
12,192
800
—
286
3,010
23,745
At 30 June 2025
6,229
13,634
1,084
—
172
3,139
24,258
Included in Plant and machinery is £1.4m (2024: £5.8m) relating to assets under the course of construction upon which no depreciation has been charged. These are expected to be commissioned before June
2026. During the year, £5.0m (including £3.5m for the Energy Centre) in Worthing was commissioned with a further £0.6m of new works commencing.
Financial statements
100 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
18. Property, plant and equipment continued
Right-of-use assets by asset class
Additional information on the right-of-use assets by class of assets is as follows:
Plant and
machinery
£’000
Fixtures and
fittings
£’000
Motor
vehicles
£’000
Land and
buildings
£’000
Total
£’000
Cost or valuation
At 1 July 2023
74
38
2,277
11,534
13,923
Additions
—
—
481
284
765
Disposals
—
—
(293)
—
(293)
Foreign exchange
—
(1)
(32)
(71)
(104)
At 30 June 2024
74
37
2,433
11,747
14,291
Additions
—
—
376
48
424
Disposals
(24)
—
(533)
—
(557)
Foreign exchange
—
—
27
65
92
At 30 June 2025
50
37
2,303
11,860
14,250
Depreciation
At 1 July 2023
56
38
1,280
4,084
5,458
Charge for the year
8
—
515
1,205
1,728
Disposals
—
—
(293)
—
(293)
Foreign exchange
—
(1)
(23)
(35)
(59)
At 30 June 2024
64
37
1,479
5,254
6,834
Charge for the year
8
—
538
1,089
1,635
Disposals
(24)
—
(489)
—
(513)
Foreign exchange
—
—
21
44
65
At 30 June 2025
48
37
1,549
6,387
8,021
Net book value
At 1 July 2023
18
—
997
7,450
8,465
At 30 June 2024
10
—
954
6,493
7,457
At 30 June 2025
2
—
754
5,473
6,229
At 30 June 2025, there were no lease payments that had been made prior to the commencement of the lease, nor any lease incentives, nor has the Group made any structural or other changes to any right‑of‑use
assets that would require material costs in respect of dismantling, removal or restoration.
Financial statements
101 Allergy Therapeutics plc
Annual Report and Accounts 2025
19. Investments – retirement benefit asset
The Group carries insurance policies which are designed to contribute towards the obligations in respect
of the German defined benefit pension scheme (see Note 28). Some of these policies include a right to
reimbursement and therefore do not meet the definition of a qualifying insurance policy under IAS 19.8.
Accordingly, the assets have been recognised separately on the balance sheet. They are valued at fair
value by Mercer Deutschland GmbH each year. Mercer Deutschland GmbH value the insurance policies
according to contractual arrangements.
2025
£’000
2024
£’000
At 1 July
2,913
4,866
Additions
—
19
Finance income
112
150
Disposal of retirement benefit asset
(266)
(2,598)
Remeasurement of investment
52
549
Gain/(loss) on foreign exchange
28
(73)
2,839
2,913
The valuation of the retirement benefit asset involves a number of complex calculations and
assumptions and as a result is subject to inherent uncertainty. The major assumptions used were as
follows:
2025
% p.a.
2024
% p.a.
Discount rate (DBO)
3.94
3.85
Pension increase rate – contracts starting before 2004
0.0
0.0
Pension increase rate – contracts starting between 2004 and 2006
0.25
0.25
Pension increase rate – contracts starting in 2007
0.75
0.75
Mortality
RT Heubeck
2018 G
RT Heubeck
2018 G
Disability
RT Heubeck
2018 G
RT Heubeck
2018 G
Marriage
RT Heubeck
2018 G
RT Heubeck
2018 G
Retirement age
65
65
18. Property, plant and equipment continued
Freehold land and buildings
Land and buildings include the Group’s office and warehouse building in Milan, Italy, and the Group’s
manufacturing and office facility in Madrid, Spain. The Group obtained an updated valuation of the Italy
premises in June 2025. The valuation was carried out by Yard Reaas S.p.A. independent valuers based in
Milan, Italy. Yard Reass S.p.A are certified by the Royal Institution of Chartered Surveyors. The valuation
of the Italy premises was €1,370,000. The valuation of the Italy premises was performed using the
comparable or market method. If the asset had been carried under the cost model it would have a net
book value of £172,000.
The Group obtained an updated valuation of the Madrid premises in June 2025 by Co. Hispania S.A.,
an independent valuation company accredited by the Bank of Spain and based in Madrid, Spain. This
property is carried at fair value. The valuation of the Madrid premises was €2,292,728. The valuation
was performed using the comparison method. If the asset been carried under the cost model it would
have a net book value of £701,000.
The reconciliation of the carrying amounts of land and buildings non-financial assets classified within
Level 2 is as follows:
Spain
£’000
Italy
£’000
Total
£’000
Balance at 1 July 2024
1,848
1,162
3,010
Gain recognised in other comprehensive income:
Revaluation of land and buildings
319
50
369
Loss recognised in income statement –
depreciation of buildings
(218)
(51)
(269)
Gain recognised in OCI – exchange differences on
translating foreign operations
17
12
29
Balance at 30 June 2025
1,966
1,173
3,139
IFRS 16 – right-of-use assets
5,473
NBV of land and buildings at 30 June 2025
8,612
The land and buildings in Spain are pledged as security for the bank loan with Bank Inter which has been
taken out by Allergy Therapeutics Iberica S.L. (Note 24).
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Financial statements
102 Allergy Therapeutics plc
Annual Report and Accounts 2025
The Group applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade
receivables as these items do not have a significant financing component.
All of the Group’s trade receivables in the comparative periods have been reviewed for indicators of
impairment.
In measuring the lifetime expected credit losses, the trade receivables have been assessed on a
collective basis as they possess shared credit risk characteristics. They have been grouped based on
the days past due and also according to the geographical location of customers.
The expected loss rates are based on the payment profile over the past 24 months to 30 June 2025 and
30 June 2024 respectively as well as the corresponding historical credit losses during that period.
Where relevant, historical rates are adjusted to reflect current and forward-looking macroeconomic
factors affecting the customer’s ability to settle the amount outstanding.
Trade receivables are written off (i.e. derecognised) where there is no reasonable expectation of
recovery. An allowance is made for credit losses when there is an indication that the debt may not be
recovered. Failure to make payments within five months from the invoice due date is considered an
indicator of possible non-recovery.
The restatement of the 2024 figures relates to the splitting out and separate disclosure of current tax
receivables on the face of the Consolidated Statement of Financial Position. See Note 34 for details.
Expected loss allowance
2025
£’000
2024
£’000
Balance brought forward
336
367
Foreign exchange adjustments
11
(34)
Charge/(write back of previous credit losses)
53
25
Utilised
(35)
(22)
Balance carried forward
365
336
This note includes disclosures relating to the credit risk exposures and analysis relating to the allowance
for expected credit losses. Both the current and comparative impairment provisions apply the IFRS 9
expected loss model.
20. Inventories
2025
£’000
2024
£’000
Raw materials and consumables
4,478
4,056
Work in progress
5,620
5,672
Finished goods
3,817
3,016
13,915
12,744
The value of inventories measured at fair value less cost to sell was £229,000 (2024: £182,000).
The movement in the value of inventories measured at fair value less cost to sell during the year gave rise
to a credit of £47,000 (2024: charge of £121,000) which was included within the costs of goods sold in
the consolidated income statement.
The value of inventories recognised as an expense during the year was £21,136,000 (2024: £17,258,000).
21. Trade and other receivables
2025
£’000
2024
restated
£’000
Trade receivables
3,210
3,198
Less: provision for impairment of trade receivables
(365)
(336)
Trade receivables – net
2,845
2,862
Other receivables
598
922
VAT
531
538
Prepayments and accrued revenue
1,942
1,615
5,916
5,937
All amounts due as shown above are short term. The carrying value of trade receivables is considered a
reasonable approximation of fair value. All trade and other receivables have been reviewed for
indicators of impairment. During the year, £53,000 of trade receivables were provided for and £35,000
of the provision utilised. The impaired trade receivables are mostly due from private customers in the
Italian market who are experiencing financial difficulties.
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Financial statements
103 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
21. Trade and other receivables continued
Expected loss allowance continued
On the basis on the previous page, the expected credit loss for trade receivables as at 30 June 2025 and 30 June 2024 was determined as follows:
2025
2024
Expected
credit loss rate
%
Gross carrying
amount
£’000
Lifetime expected
credit loss
£’000
Expected
credit loss rate
%
Gross carrying
amount
£’000
Lifetime expected
credit loss
£’000
Trade receivables
Current
—
2,456
—
—
1,849
—
Not more than three months
—
337
—
—
902
—
More than three months but not more than six months
14%
43
6
10%
83
8
More than six months but not more than one year
18%
17
3
19%
27
5
More than one year
100%
357
356
96%
337
323
3,210
365
3,198
336
22. Cash and cash in hand
2025
£’000
2024
£’000
Cash at bank and in hand
12,790
12,915
€0.2m of the above cash balance is subject to contractual restrictions on use.
23. Trade and other payables
2025
£’000
2024
as restated
£’000
Due within one year
Trade payables
4,491
4,015
Social security and other taxes
1,283
1,557
Other creditors
1,029
102
Accrued expenses and deferred income
6,815
7,089
13,618
12,763
The restatement of the values for 30 June 2024 relates to revaluation of uncertain tax position liabilities and the subsequent splitting out and separate disclosure of current tax payables on the face of the
Consolidated Statement of Financial Position See Note 34 for details.
Financial statements
104 Allergy Therapeutics plc
Annual Report and Accounts 2025
A gain of £0.4m arose on modification, representing the difference between extinguishment of the
liability related to the Amended Loan Facility and the recognition of the liability related to the Amended
Shareholder Facility.
The Company issues warrants to the Lenders following each drawdown under the Amended Shareholder
Facility (and previously under the Amended Loan Facility), entitling the holders to subscribe for new
Ordinary Shares at a price of 4 pence per share. The entitlement to warrants is 25 warrants for each £1
drawn down up to a maximum of 1,375,000,000 warrants. The warrants entitle the holders to subscribe
for new Ordinary Shares at a price of 4 pence per warrant. The warrants are exercisable in whole or in
part from 1 July 2024 until 15 October 2030. The Company has agreed that the proceeds of the warrants
will be used to repay amounts outstanding under the Amended Shareholder Facility.
At 30 June 2025, £37.5m (2024: £22.5m) of the Amended Shareholder Facility had been drawn (net of
£5.0m drawn in August 2024 and repaid in October 2024), of which £4.4m (2024: £1.3m) was allocated to
the warrants on initial recognition (in line with the Group’s accounting policy, the debt component was
valued first by discounting the contractual cash flows using a market rate of interest that would be
payable on a similar debt instrument which did not include the warrants, the remainder of the proceeds
is allocated to the warrants and recognised in the ‘Warrants reserve’ within shareholders’ equity).
At 30 June 2025 a total of 1,062,500,000 warrants had been issued in relation to the Amended
Shareholder Facility.
Subsequent to the balance sheet date, the Group drew down the remaining £12.5m available under the
Amended Shareholder Facility and issued further warrants. The shareholders subsequently exercised
their warrants and the proceeds were used by the Group to repay the shareholder loan in full. Full details
can be found in Note 35.
Hayfin Facility
On 15 October 2024, the Group entered into a £40m secured senior loan facility (the ‘Hayfin Facility’)
with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a fund advised by Hayfin Capital Management LLP
(‘Hayfin’). The Hayfin Facility consists of a committed £20m five-year term loan and an additional
uncommitted £20m incremental facility. The Hayfin £20m loan was subject to an upfront arrangement
fee and has a variable interest rate based on SONIA plus 9.5% per annum with interest payable based
on Company selected interest periods. To date, only the £20m committed facility has been drawn.
As part of these financing arrangements, the Company also issued to Hayfin an initial 131,603,616
warrants to subscribe for new Ordinary Shares, representing approximately 2.7% of the issued share
capital of the Company, with a nominal exercise price of 0.1 pence per warrant and exercisable for a
period of ten years from the date of issue. Subsequent to the initial issuance of warrants, up to
30 June 2025, the Company has issued a further 1,011,605 warrants to Hayfin on the same terms for no
additional consideration as a result of warrants issued to the Shareholder Lenders on drawdowns under
the Amended Shareholder Facility and the anti-dilution clauses contained within the Hayfin warrants
instrument. At 30 June 2025 a total of 132,615,221 warrants had been issued in relation to the Hayfin
Facility. Subsequent to the balance sheet date, further warrants have been issued to Hayfin, see
Note 35 for details.
24. Borrowings
2025
£’000
2024
£’000
Due within one year
Bank loans
405
600
405
600
2025
£’000
2024
£’000
Due in more than one year
Shareholder loans
36,102
21,755
Hayfin loan
15,679
—
Bank loans
1,259
745
53,040
22,500
Shareholder facility
The Group completed a £40.75m equity financing on 13 October 2023, the proceeds of which were
used to repay amounts drawn at that time under the shareholder loan facility entered into on 6 April 2023
(‘Loan Facility’) with the major shareholders, SkyGem Acquisition Limited (an affiliate of ZQ Capital
Management Limited) and Southern Fox Investments Limited (together the ‘Shareholder Lenders’).
The Loan Facility agreement was amended twice (the ‘Amended Loan Facility’), on 27 September 2023
and subsequently on 27 December 2023. Following discussions with the Shareholder Lenders, the
Amended Loan Facility was amended again (the ‘Amended Shareholder Facility’) on 15 October 2024.
The Amended Loan Facility provided the Group with a £40.0m loan facility, secured against the shares
held by Allergy Therapeutics plc in other Group companies (i.e. all the major assets of the Group), of
which £7.5m was committed from the outset and £32.5m initially uncommitted. The Amended Loan
Facility was available to draw down from 15 January 2024 until 15 January 2026 with interest payable
semi-annually at 12% per annum and a repayment date of 15 January 2027.
The Amended Shareholder Facility increased the amount available, on an uncommitted basis, to £50.0m.
The facility was also amended to extend the term to 15 October 2030, to be unsecured and rank behind
the Hayfin Facility and such that interest will no longer be paid and instead interest will be rolled up into
capital, until the final year of the term when interest will again become payable semi‑annually. The interest
rate payable under the Amended Shareholder Facility remains 12% per annum.
The terms of the Amended Shareholder Facility are substantially different to the terms of the
Amended Loan Facility, by virtue of the fact that the discounted present value of the cash flows under
the Amended Shareholder Facility (using the original effective interest rate under the Amended Loan
Facility) are greater than 10% different to the carrying value of the Amended Loan Facility at the time
of modification.
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Financial statements
105 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Lease liabilities are presented in the Group consolidated balance sheet as follows:
2025
£’000
2024
£’000
Due within one year
1,475
1,516
Due in more than one year
5,169
6,372
6,644
7,888
The Group has leases for the main manufacturing and production facility in Worthing, Group offices in
Continental Europe, motor vehicles and mainly IT equipment. With the exception of short-term leases
and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use
asset and a lease liability. The Group classifies its right-of-use assets in a consistent manner to its
property, plant and equipment (see Note 18). The total cash outflow for leases during the year was £1.9m
(2024: £2.0m).
Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublet
the asset to another party, the right-of-use asset can only be used by the Group. Leases are either
non-cancellable or may only be cancelled by incurring a substantive termination fee. Some leases
contain an option to purchase the underlying leased asset outright at the end of the lease, or to extend
the lease for a further term. The lease term is assessed with reference to the likelihood of any extension
options being exercised. For property leases it is assumed that the Group will utilise any extension
periods available, unless there is strong evidence to suggest otherwise. Motor vehicle leases are
accounted for assuming the standard lease period under the contract will apply. The Group is
prohibited from selling or pledging the underlying leased assets as security. For leases over office
buildings and factory premises, the Group must keep those properties in a good state of repair and
return the properties in their original condition at the end of the lease. Further, the Group must insure
items of property, plant and equipment and incur maintenance fees on such items in accordance with
the lease contracts.
The table below describes the nature of the Group’s leasing activities by type of right-of-use asset
recognised on the balance sheet:
Right-of-use asset
No. of right-of-use
assets
leased
Range of
remaining
term
Average
remaining
lease term
Buildings (office, manufacturing and warehousing)
8
1-13 years
3 years
Cars
99
1-4 years
2 years
Other equipment
2
1 year
1 year
24. Borrowings continued
Hayfin Facility continued
The Hayfin Facility is repayable on 17 October 2029. The contract includes covenants requiring the
Group to (a) maintain a prescribed minimum liquidity amount at all times; and (b) meet certain prescribed
minimum gross sales targets, tested quarterly for the prior 12-month period. If either covenant is not met,
then the loan agreement provides the option for the Group’s major shareholders to provide new funding
within a prescribed time limit as a cure. If sufficient funds are not provided as a cure by the prescribed
time limit then the loan will be repayable on demand. For the period from inception of the loan up to
30 June 2025, the Group has complied with the covenants at all times, hence the loan is not repayable
on demand and is classified as non-current. The Group has access to sufficient funding for at least
12 months from the date of approval of these financial statements to ensure continued compliance with
the minimum liquidity covenant. The Group’s gross sales in the 12-month period to 30 June 2025 were
12% in excess of the minimum covenant requirement and there is no increase in the gross sales required
to meet this covenant until 30 June 2027.
Bank loans
The loans below were taken out by Allergy Therapeutics Iberica S.L. The Bank Inter loan is secured by
way of a charge on land and buildings owned by Allergy Therapeutics Iberica S.L. (Note 18)
Capital repayments due
Interest rate
<1 year
£’000
1-5 years
£’000
BBVA
Fixed rate of 2.25%
56
—
Bank Inter
1 month Euribor +5.0%
41
35
CDTI (Loan 1)
Interest free
37
85
Santander (Loan 3)
12 months Euribor +1.18%
271
1,139
405
1,259
25. Lease liabilities
2025
£’000
2024
£’000
At 1 July
7,888
8,902
Additions and modifications
417
765
Lease payments
(1,914)
(2,029)
Interest expense
284
295
Foreign exchange differences
(31)
(45)
6,644
7,888
Financial statements
106 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
25. Lease liabilities continued
The related underlying asset secures the lease liabilities. Future undiscounted lease payments at 30 June 2025 were as follows:
Undiscounted lease payments due
30 June 2025
Within 1 year
£’000
1-2 years
£’000
2-3 years
£’000
3-4 years
£’000
4-5 years
£’000
After 5 years
£’000
Total
£’000
Lease payments
1,701
1,493
1,213
814
407
1,856
7,484
Finance charges
(226)
(171)
(124)
(89)
(68)
(162)
(840)
Net present values
1,475
1,322
1,089
725
339
1,694
6,644
26. Provisions
2025
£’000
2024
£’000
Italian leaving indemnity
108
111
German rebate provision
1,892
5,086
2,000
5,197
Current
325
2,489
Non-current
1,675
2,708
2,000
5,197
Italian leaving indemnity
The movement in the leaving indemnity reserve during the year was as follows:
2025
Total
£’000
2024
Total
£’000
At 1 July
111
148
Additions
9
2
Utilisation
(13)
(43)
Remeasurement of leaving indemnity reserve
—
5
Foreign exchange movement
1
(1)
At 30 June
108
111
Current
—
—
Non-current
108
111
108
111
A leaving indemnity provision relates to a reserve in Allergy Therapeutics Italia s.r.l. Under Italian law, alongside each monthly salary payment an amount is accrued into this reserve for each employee. When the
employee leaves the Company, the accrued amount is paid as a deferred salary payment.
Financial statements
107 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
German rebate provision
The movement in the German rebate provision during the year was as follows:
2025
Total
£’000
2024
Total
£’000
At 1 July
5,086
3,433
Additions
89
1,732
Utilised in year
(3,164)
—
Released in year
(112)
—
Foreign exchange movement
(7)
(79)
At 30 June
1,892
5,086
Current
325
2,489
Non-current
1,567
2,597
1,892
5,086
In the previous year, the Group’s German subsidiary received notification from the German national
health insurance association (“GKV-Spitzenverband”) that manufacturers’ rebates were due for the sale
of certain products. In agreement with the GKV-Spitzenverband, adjusted discounts for the future were
published in the Lauertaxe from 1 March 2024. During the year the majority of the rebates were agreed
and settled. For the remaining amounts the best possible estimate of the amounts to be reimbursed has
been recognised as a provision.
26. Provisions continued
Italian leaving indemnity continued
The actuarial valuation, in accordance with IAS 19, for employee benefits is based on assumptions
determined at the valuation date. The methodology used is the ‘projected unit credit method’. This
method sees each year of service give rise to an additional unit of leaving indemnity entitlement and
values each unit separately to build up to a final total obligation.
The actuarial valuation in accordance with IAS 19 was carried out by Managers & Partners Actuarial
Services S.p.A. at 30 June 2025.
The major assumptions used were as follows:
2025
% p.a.
2024
% p.a.
Retail price inflation
2.0
2.0
Salary increase rate
0.5
0.5
Annual rate of leaving indemnity increase
3.0
3.0
Annual discount rate
2.9
3.3
Demographic assumptions
Mortality
ISTAT 2022
ISTAT 2022
Inability
INPS tables
INPS tables
Advanced payment annual rate
1.00%
1.00%
Withdrawal annual rate
10.00%
10.00%
The following table summarises the effects of changes in these actuarial assumptions on the defined
benefit liability at 30 June 2025:
Changes in significant actuarial assumptions
2025
£’000
2024
£’000
Withdrawal annual rate +1.00%
—
—
Withdrawal annual rate -1.00%
—
—
Annual discount rate +0.25%
+1
+1
Annual discount rate -0.25%
-1
-1
Annual price inflation +0.25%
-1
-1
Annual price inflation -0.25%
+2
+1
Financial statements
108 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Derivative financial instruments
2025
£’000
2024
£’000
Current assets
Euro forward contracts
—
—
Current liabilities
Euro forward contracts
—
—
Embedded derivative
(10,457)
—
(10,457)
—
The movement in the embedded derivative during the year was as follows:
2025
£’000
2024
£’000
At 1 July
—
—
Initial recognition
(5,773)
—
Revaluation
(4,684)
—
At 30 June
(10,457)
—
The net loss at fair value of financial instruments held at the balance sheet date that has been recorded
through the consolidated income statement is £4,684,000 (2024: gain £79,000):
2025
£’000
2024
£’000
Credit/(debit) in the consolidated income statement
Euro forward contracts – gain on revaluation
—
79
Euro forward contracts – matured in the period
—
(90)
Revaluation of embedded derivative
(4,684)
—
(4,684)
(11)
27. Financial instruments
IFRS 9 categories of financial assets and liabilities included in the balance sheet and the headings under
which they are shown are as follows:
Categories of financial instrument
2025
£’000
2024
£’000
Restated
Financial assets
Current
Trade receivables (Note 21)
2,845
2,862
Other receivables (Note 21)
598
922
Cash and cash equivalents
12,790
12,915
Financial assets at amortised cost
16,233
16,699
Financial liabilities
Current
Trade payables (Note 23)
(4,491)
(4,015)
Other creditors (Note 23)
(1,029)
(102)
Accruals (Note 23)
(6,815)
(7,089)
Borrowings (Note 24)
(405)
(600)
At amortised cost (including borrowings and payables)
(12,740)
(11,806)
Fair value through consolidated income statement
(10,457)
—
(23,197)
(11,806)
Non-current
Borrowings (Note 24)
(53,040)
(22,500)
At amortised cost (including borrowings and payables)
(53,040)
(22,500)
(76,237)
(34,306)
The comparatives have been restated to exclude corporation tax receivable and VAT which was
incorrectly included within financial assets and social security and other taxes which were incorrectly
included within financial liabilities. Accruals are now also included within financial liabilities.
Financial statements
109 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
2025
£’000
2024
as restated
£’000
Capital
(28,193)
7,356
Total equity
(28,193)
7,356
Borrowings
60,089
30,987
Overall financing
31,896
38,343
Capital-to-overall financing ratio (%)
(88)%
19%
The movement in the capital ratio is due to the loss for the year being financed by increased borrowings
rather than by fresh injections of equity from the shareholders.
There is no requirement by external parties to comply with any capital ratios.
The restatement of the 2024 values relates to a revaluation of uncertain tax position liabilities and
deferred tax assets and liabilities. See Note 34 for details.
Foreign currency risk
The Group conducts most of its day-to-day financial activities in either the Euro (which is the functional
currency of the active subsidiaries in Germany, Italy, Spain, Austria and the Netherlands), Sterling (which
is the functional currency of the UK parent entity) or Swiss Francs (which is the functional currency of the
Swiss subsidiary). Some costs are denominated in US Dollars and some costs are denominated in
Canadian Dollars.
The cash balance at year end includes amounts denominated in the following currencies:
2025
£’000
2024
£’000
Sterling
10,814
8,079
Euro
1,635
4,466
US Dollars
3
6
Canadian Dollars
7
7
Swiss Francs
331
357
12,790
12,915
27. Financial instruments continued
Euro forward contracts (including Euro exchange swaps)
The Group uses derivative financial instruments to mitigate the effects of exchange rate exposure
through the use of forward exchange contracts.
The fair value of these instruments is calculated by reference to observable market rates (spot rate
versus forward rates for matching maturity dates) and supported by counterparty confirmation. Within
the fair value hierarchy, this financial derivative is classified as Level 2.
Forward exchange contracts are considered by management to be part of economic hedge
arrangements but have not been formally designated as such and hence hedge accounting is not used.
The Group does not currently have any outstanding forward exchange contracts.
Embedded derivative
As part of its financing activities, the Group sometimes issues warrants to subscribe for new Ordinary
Shares in the Company, alongside the contractual commitment to repay principal and interest. The
warrants issued to Hayfin on 15 October 2024 include certain anti-dilution clauses such that they do not
meet the conditions to be classified as equity instruments and they are therefore treated as an
embedded derivative financial instrument. The proceeds received from the Hayfin loan were allocated
on initial recognition between its borrowings and derivative components by first valuing the embedded
derivative, with the borrowing component allocated the residual amount.
The embedded derivative is initially measured at fair value and revalued at each reporting period with
movements in fair value taken to the income statement. Fair value is calculated using a Monte Carlo
simulation to estimate the possible future equity value of the Group, based on equity value at the date of
the valuation, estimated time to maturity, historic volatility of share prices, average growth rates and the
risk-free rate of return. The valuation of the embedded derivative is most sensitive to changes in the
Group’s share price, the starting equity value for purpose of the Monte Carlo simulation. Within the fair
value hierarchy, this embedded derivative is classified as Level 2.
Risk management
The Group manages its capital to ensure that entities within the Group will be able to continue as a going
concern whilst maximising the return to shareholders through the effective management of liquid
resources raised through share issues and loan arrangements. Capital management objectives are met
through regular reviews of cash flows, debtor/creditor balances, budgets and forecasts.
Financial statements
110 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
27. Financial instruments continued
Foreign currency risk continued
Foreign currency denominated financial assets and liabilities, translated into Sterling at closing rates, are as follows:
2025
2024 (restated)
Sterling
£’000
Euro
£’000
Other
£’000
Sterling
£’000
Euro
£’000
Other
£’000
Current
Financial assets
11,901
4,031
301
9,267
6,946
486
Financial liabilities
(17,026)
(5,919)
(252)
(6,181)
(5,487)
(138)
Short-term exposure
(5,125)
(1,888)
49
3,086
1,459
348
Non-current
Financial liabilities
(51,781)
(1,259)
—
(21,755)
(745)
—
Long-term exposure
(51,781)
(1,259)
—
(21,755)
(745)
—
The comparatives have been restated to exclude corporation tax receivable and VAT which was incorrectly included within financial assets and social security and other taxes which were incorrectly included
within financial liabilities.
The following table illustrates the sensitivity of the net result for the year and the equity of the Group with regard to its financial assets and liabilities and the Euro to Sterling exchange rate. Foreign exchange
movements over recent years have been considered and on this basis a 5% movement is considered to be a reasonable benchmark. For 2024, a 5% movement was used.
2025
£’000
2024
as restated
£’000
If Sterling had strengthened against the Euro by
5%
5%
Effect on net results for the year
286
307
Effect on OCI
(29)
(918)
Effect on equity
257
(611)
If Sterling had weakened against the Euro by
5%
5%
Effect on net results for the year
(321)
(340)
Effect on OCI
32
1,090
Effect on equity
(289)
750
The restatement of the 2024 values relates to a revaluation of uncertain tax position liabilities and deferred tax assets and liabilities. See Note 34 for details.
Financial statements
111 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
27. Financial instruments continued
Interest rate risk
The Group finances its operations through operating cash flow, equity fundraising and shareholder loan facilities.
The following table illustrates the sensitivity of the net result for the year and equity to possible changes in interest rates of +1% or -1% with effect from the beginning of the year on the remaining element of
borrowings.
The sensitivities are considered to be reasonable given the current market conditions and the calculations are based on the financial instruments held at each balance sheet date which are subject to variable
interest conditions, all other variables being held constant.
2025
2024
£’000
£’000
£’000
£’000
Movement in interest rates
+1%
-1%
+1%
-1%
Movement in net results for the year
(110)
110
(15)
15
Equity
—
—
—
—
(110)
110
(15)
15
Credit risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Group. In order to minimise this risk, the Group endeavours only to deal with companies
which are demonstrably creditworthy and this, together with the aggregate financial exposure, is regularly monitored. The maximum exposure to credit risk is the carrying value of the debtor.
Credit risk on cash and cash equivalents is considered to be small as the counterparties are all substantial banks with high credit ratings. The maximum exposure is the amount of the deposit. Credit risk on assets
derived from financial derivatives is also considered to be small as the counterparties are all substantial banks with high credit ratings. The maximum exposure is the asset recognised.
The credit quality of financial assets that are not past due or impaired is regularly reviewed by management.
Liquidity risk
The Group’s capital management objectives are to ensure the Group’s ability to continue as a going concern and to provide adequate funding for its day-to-day operations. At 30 June 2025, the Group has access,
subject to the agreement of its principal shareholders, to funding through a £17.5m uncommitted shareholder loan facility and continues to have the option to raise funds from the issue of equity shares to ensure
the Group remains able to meet its commitments as they fall due. As at 30 June 2025, the Group’s contractual maturities (undiscounted and including interest) are as summarised below. The borrowing facility is
mainly a shareholder loan used to fund operating cash flows and investments. The additional bank debt on its balance sheet consists of bank loans arranged to fund development of products in the Spanish market.
Group borrowing totalled £53.4m (2024: £23.1m) at 30 June 2025.
Financial statements
112 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
27. Financial instruments continued
The Group has the following gross obligations (undiscounted and including interest):
Current liabilities
2025
2024
Within
6 months
£’000
6 to 12
months
£’000
Within
6 months
£’000
6 to 12
months
£’000
Borrowing facilities
897
897
319
319
Lease liabilities
851
850
889
889
Trade payables
4,491
—
4,016
—
Other short-term liabilities
3,542
—
4,275
—
9,781
1,747
9,499
1,208
Derivatives
10,457
—
—
—
20,238
1,747
9,499
1,208
Non-current liabilities
2025
2024
1 to 5 years
£’000
Later than
5 years
£’000
1 to 5 years
£’000
Later than
5 years
£’000
Borrowing facilities
39,440
74,579
22,470
—
Lease liabilities
3,927
1,856
4,864
2,312
Other long-term liabilities
—
—
—
—
43,367
76,435
27,334
2,312
Financial statements
113 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
The assets and liabilities in the scheme were as follows:
2025
£’000
2024
£’000
Fair value of plan assets
972
1,002
Present value of scheme liabilities
(9,564)
(9,613)
Deficit in the scheme
(8,592)
(8,611)
The weighted average duration of liabilities at 30 June 2025 is 13.2 years (2024: 13.2 years).
The plan assets consist of long-term insurance policies held to cover the German pension obligation.
The value of the plan assets is deducted from the value of the pension liability to give a net liability of
£8.6m (2024: £8.6m). The basis used to determine the net interest cost is based on the net defined
benefit asset or liability and the discount rate as determined by Mercer Deutschland GmbH using the
projected unit credit method. The insurance contracts that form the plan assets are valued at fair value
by Mercer Deutschland GmbH each year. Mercer Deutschland GmbH value the insurance policies
according to contractual arrangements.
Long-term insurance policies that do not qualify as plan assets are recognised as separate investment
assets at fair value and represent a reimbursement right as defined by IAS 19. The reimbursement right in
accordance with IAS 19 is appropriate as the long-term insurance policies reimburse some or all of the
expenditure required to settle the defined benefit obligation. See Note 19 for further details of these
investment assets.
28. Retirement benefit obligations
Defined contribution scheme
The Group operates a defined contribution pension scheme for all employees in the UK except those
that have opted out of the scheme. The assets of the scheme are held separately from those of the
Group in an independently administered fund. A salary sacrifice scheme is in operation at Allergy
Therapeutics (UK) Ltd. The effect of the scheme is to transfer a proportion of the payroll cost to pension
contributions; see Note 9, Employees, for further details.
Defined benefit scheme
The Group operates a partly funded non-contributory defined benefit pension scheme for certain
employees in Germany. The actuarial valuation was carried out by Mercer Deutschland GmbH at 30 June
2025. The major assumptions used were as follows:
2025
% p.a.
2024
% p.a.
Retail price inflation
2.0
2.2
Salary increase rate
2.1
2.3
Rate of pension increase
2.0
2.2
Discount rate at the beginning of the year
3.85
4.16
Discount rate at the end of the year
3.94
3.85
Increase of social security contribution ceiling
2.1
2.3
2025
Years
2024
Years
Average life expectancies
Male, 65 years of age at the balance sheet date
21.1
20.9
Female, 65 years of age at the balance sheet date
24.4
24.3
Male, 45 years of age at the balance sheet date
41.3
41.1
Female, 45 years of age at the balance sheet date
45.0
44.9
Financial statements
114 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Movement in assets during the year
2025
£’000
2024
£’000
Balance as at 1 July
1,002
1,022
Foreign currency differences
10
(14)
Interest income on plan assets
37
47
Remeasurement of defined benefit asset
6
32
Contributions from employer
—
—
Assets transferred to finance benefits paid
(83)
(85)
Balance as at 30 June
972
1,002
The expected contributions to linked investment asset products over the forthcoming year are £nil
(2024: £nil).
Movement in liabilities in the year
2025
£’000
2024
£’000
Balance as at 1 July
(9,613)
(8,939)
Foreign currency differences
(99)
136
Current service costs
(112)
(122)
Interest cost
(360)
(364)
Remeasurement of defined benefit liability – arising from changes in
financial assumptions and experience gains/(losses)
271
(649)
Benefits paid by employer
266
240
Benefits paid from assets
83
85
Balance as at 30 June
(9,564)
(9,613)
28. Retirement benefit obligations continued
Defined benefit scheme continued
2025
£’000
2024
£’000
Amounts charged to operating loss
Current service costs
112
121
Amounts included in other finance expenses
Interest income on plan assets
(37)
(47)
Interest on pension scheme
360
364
Net charge
323
317
Amounts recognised in OCI
Actual return less expected return on pension scheme assets
6
(126)
Experience losses arising on scheme liabilities
(93)
(277)
Changes in assumptions underlying the present value of scheme
liabilities
364
(214)
Total amount relating to year
277
(617)
Financial statements
115 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
28. Retirement benefit obligations continued
Changes in the significant actuarial assumptions
The significant actuarial assumptions for the determination of the defined benefit obligation in the sense of IAS 19.144 are the discount rate, the salary growth rate and the average life expectancy. The calculation
of the net defined benefit liability is sensitive to these assumptions. The following tables summarise the effects of changes in these actuarial assumptions on the gross defined benefit liability at 30 June 2025:
2025
2024
Discount rate
£’000
Increase
to 4.94%
£’000
Decrease
to 2.94%
£’000
Increase
to 4.85%
£’000
Decrease
to 2.85%
(Decrease)/increase in the defined benefit liability
(1,125)
1,290
(1,132)
1,298
2025
2024
Salary growth rate
£’000
Increase
to 3.10%
£’000
Decrease
to 1.10%
£’000
Increase
to 3.30%
£’000
Decrease
to 1.30%
Increase/(decrease) in the defined benefit liability
169
(161)
(199)
1,298
2025
2024
Average life expectancies of males
£’000
Increase
of one year
£’000
Decrease
of one year
£’000
Increase
of one year
£’000
Decrease
of one year
Increase/(decrease) in the defined benefit liability
278
(281)
(291)
1,298
2025
2024
Average life expectancies of females
£’000
Increase
of one year
£’000
Decrease
of one year
£’000
Increase
of one year
£’000
Decrease
of one year
Increase/(decrease) in the defined benefit liability
293
(297)
(307)
1,298
Financial statements
116 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
29. Issued share capital
2025
2024
Shares
£’000
Shares
£’000
Issued and fully paid
Ordinary Shares of 0.10 pence
At 1 July
4,766,439,938
4,766
679,104,621
679
Issued during the year:
Issue of shares
13
—
4,087,335,317
4,087
At 30 June
4,766,439,951
4,766
4,766,439,938
4,766
Issued and fully paid
Deferred shares of 0.10 pence
At 1 July
9,848,333
10
9,848,333
10
Redeemed during the year
(9,848,333)
(10)
—
—
At 30 June
—
—
9,848,333
10
Issued share capital
4,766,439,951
4,766
4,776,288,271
4,776
The deferred shares were redeemed and cancelled during the year. Prior to their cancellation, the deferred shares had no voting rights, dividend rights or value attached to them.
Financial statements
117 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
The movement in low-cost options (LTIP awards that have been converted to share options redeemable
at par) during the year was as follows:
2025
Number
2024
Number
Outstanding at the beginning of the year
—
14,494,304
Exercised during the year
—
(12,722,785)
Lapsed during the year
—
(1,771,519)
Outstanding at the year end
—
—
Exercisable at the year end
—
—
All share options were redeemable at par and had a nominal value of 0.1 pence. The options exercised in
the prior year were at a weighted average share price of £0.02.
Outstanding conditional share options (“LTIPs”) provisionally awarded under the LTIP, with a low-cost
exercise price, are as follows:
2025
Number
2024
Number
Outstanding at the beginning of the year
25,570,279
21,690,000
Awarded during the year
329,989,542
25,570,279
Lapsed during the year
(4,346,085)
(21,690,000)
Outstanding at the year end
351,213,736
25,570,279
30. Share-based payments
The 2013 Group LTIP plan was adopted by the Board on 20 March 2013, following consultation with major
shareholders. The latest provisional award under this plan was made in November 2021 subject to
performance criteria being met.
The equity share issue in October 2023 triggered a clause which ended the 2013 plan. The awards still
within their performance cycle were measured on a pro-rata basis and deemed not to vest due to not
meeting their performance targets. A period was given for the exercise of previously vested share
options, following which any that remained unexercised at this point lapsed.
A new LTIP plan was adopted by the Board on 26 June 2024, following consultation with major
shareholders (the ‘2023 plan’), under which the Group has the ability to grant annual provisional awards
of performance vesting shares to Executive Directors and certain key members of the Group’s
management team (the ‘Annual LTIP’).
The Company obtained approval to amend its 2023 plan at its AGM on 16 December 2024. Amendments
authorising the Directors to grant special, out-of-cycle, long-term incentive awards to the Company’s
Senior Executive Team (the ‘Special LTIP’) and additional awards under a new Company share option
plan (or equivalent for non-UK employees) to all employees outside the Senior Executive Team (the
‘Option Awards’), were subsequently adopted by the Board on 28 February 2025.
Performance criteria for awards under the 2023 plan are set by the Remuneration Committee.
Vesting of awards under each cycle of the Annual LTIP is conditional on the satisfaction of performance
criteria over the relevant three-year period. The vesting of any share options is subject to a share price
threshold. So long as this share price threshold is exceeded, vesting of 70% of the award is subject to
EBITDA performance and vesting of 30% of the award is subject to regulatory performance targets.
Awards will be forfeited if the employee leaves the Group before the options vest. Awards to the two
Executive Directors contain a restriction which means 50% of their awarded options cannot be
exercised for at least two years after vesting.
Vesting of awards under the Special LTIP is conditional on the satisfaction of performance criteria over a
five-year period. The vesting of any share options is subject to the achievement of certain ‘gateway
conditions’ which must be achieved for any Special LTIP Awards to vest, these include partnership deals
for product launches, five-year revenue targets for the period through 30 June 2029 and targets relating
to manufacturing output. If the gateway conditions are met then options will vest, based on achievement
of share price performance targets, with an overall cap on the value which can be earned and an
overriding Remuneration Committee discretion to vary the level of vesting to ensure values earned
reflect Company performance and the experience of shareholders.
Vesting of the Option Awards is not conditional on performance criteria. The awards vest over a
three-year period so long as the employee remains with the Group at the vesting date.
Financial statements
118 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
30. Share-based payments continued
The following principal assumptions were used in determining the fair value of equity instruments granted:
Date of grant
Plan
Exercisable from
Exercisable to
Exercise price (£)
Share price
at grant
(£)
Risk-free rate
Volatility1
Fair value (£)
Number
outstanding
at end of period
26/06/2024
Annual LTIP
01/07/2026
26/06/2034
0.001
0.052
4.33%
71%
0.0512
25,570,279
13/02/2025
Annual LTIP
01/07/2027
13/02/2035
0.001
0.060
3.98%
77%
0.0582
22,060,346
28/02/2025
Special LTIP
01/03/2030
28/02/2035
0.001
0.065
4.07%
89%
0.0192
207,900,000
28/02/2025
Option Awards
01/03/2028
28/02/2035
0.068
0.065
4.14%
85%
0.0473
95,683,111
1. The Group engaged external consultants Globalview Advisors to calculate the expected volatility.
2. Fair value determined using a Monte Carlo simulation (with 5,000 iterations) that considers factors specific to the share incentive plans.
3. Fair value determined using a Black-Scholes option-pricing model.
A discount of 20% has been applied to the fair value stated above, to the portion of the Annual LTIP awards that would have to be retained for two years after vesting, to take account of lack of marketability.
The share-based payment charge for each reporting period takes account of non-market performance conditions and forecast employee attrition by adjusting the number of equity instruments included in the
measurement of the transaction:
Date of grant
Plan
2025
Proportion of
awards expected
to vest
(non-market
conditions)
2024
Proportion of
awards expected
to vest
(non-market
conditions)
2025
Proportion of
awards expected
to vest
(after leavers)
2024
Proportion of
awards expected
to vest
(after leavers)
26/06/2024
Annual LTIP
100%
100%
100%
100%
13/02/2025
Annual LTIP
50%
n/a
90%
n/a
28/02/2025
Special LTIP
50%
n/a
90%
n/a
28/02/2025
Options Awards
100%
n/a
90%
n/a
The Group recognised total expenses of £871,000 (2024: £759,000) related to equity-settled share-based payment transactions during the year. If the assumptions underlying the expense were varied, the results
would be as follows:
As reported
£’000
Increase in
leavers by
10%
£’000
Decrease in
leavers to
2%
£’000
Non-market
condition vestings
decrease by
10%
£’000
Non-market
condition vestings
increase by
10%
£’000
Charge to income statement
871
736
930
770
910
(Credit)/charge to income statement due to sensitivity adjustment
—
(135)
59
(101)
39
Financial statements
119 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
31. Capital commitments
The Group’s capital commitments at the end of the financial period, for which no provision has been made, are as follows:
2025
£’000
2024
£’000
Capital commitments
1,245
2,109
Included in the above is £1,219,000 for new plant and machinery in the UK (2024: £1,659,000), £26,000 for IT software (2024: £nil), £nil for IT equipment and systems upgrades (2024: £79,000) and £nil for new plant
and machinery in Spain (2024: £371,000).
32. Related party transactions and ultimate control
Allergy Therapeutics plc’s related parties include its subsidiary companies, its key management and its shareholders. Key management personnel are the Company’s Directors, and as such, full disclosure of their
remuneration can be found in the Directors’ remuneration table on page 59.
Details of financing transactions entered into with the Company’s shareholders are included in Note 24 and in the financial review section of the strategic report on page 36. After the year end, further funding was
secured from the shareholders. Details are disclosed in Note 35.
At 30 June 2025, the Company’s subsidiary undertakings were:
Subsidiary undertaking
Country of
incorporation
Principal activity
Percentage of
shares held
Class of
shares held
Allergy Therapeutics (Holdings) Ltd
UK
Holding company
100
Ordinary
Allergy Therapeutics (UK) Ltd
UK
Manufacture and sale of pharmaceutical products
100
Ordinary
Bencard Allergie GmbH
Germany
Sale of pharmaceutical products
100
Ordinary
Bencard Allergie (Austria) GmbH
Austria
Sale of pharmaceutical products
100
Ordinary
Allergy Therapeutics Italia s.r.l
Italy
Sale of pharmaceutical products
100
Ordinary
Allergy Therapeutics Iberica S.L
Spain
Sale of pharmaceutical products
100
Ordinary
Bencard A.G. (name changed from Teomed A.G.)
Switzerland
Sale of pharmaceutical products
100
Ordinary
Allergy Therapeutics Netherlands B.V
Netherlands
Sale of pharmaceutical products
100
Ordinary
Allergy Therapeutics Argentina S.A
Argentina
Marketing of pharmaceutical products
100
Ordinary
Bencard Allergy Therapeutics Unipessoal LDA was dissolved on 1 April 2025.
During the year, there were no trading transactions with related parties that are not members of the Group.
The Group’s ultimate controlling party at 30 June 2025 was SkyGem Acquisition Limited (ZQ Capital) by virtue of its 65% holding of voting rights in the share capital of the Company. Prior to completion of the
£40.75m equity financing, announced on 13 October 2023, there was no single ultimate controlling party.
Financial statements
120 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
Total
borrowings
£’000
Lease liabilities
£’000
Total liabilities
£’000
1 July 2023
27,087
8,902
35,989
Cash flows
Repayment of bank borrowings
(733)
—
(733)
Repayment of lease liabilities
—
(2,029)
(2,029)
Repayment of shareholder loan
(4,251)
—
(4,251)
Proceeds from bank loans
514
—
514
Proceeds from shareholder loans
36,575
—
36,575
Non-cash
New leases and modifications to leases
—
765
765
Interest expense
3,581
295
3,876
Transfer to equity
(1,314)
—
(1,314)
Set-off between shareholder loan and equity
subscription
(38,341)
—
(38,341)
Foreign exchange movements
(18)
(45)
(63)
30 June 2024
23,100
7,888
30,988
33. Reconciliation of liabilities arising from financing activities
The changes in the Group’s liabilities arising from financing activities can be classified as follows:
Total
borrowings
£’000
Lease liabilities
£’000
Total liabilities
£’000
1 July 2024
23,100
7,888
30,988
Cash flows
Repayment of bank borrowings
(685)
—
(685)
Repayment of lease liabilities
—
(1,914)
(1,914)
Payment of shareholder loan principal, interest
and fees
(5,829)
—
(5,829)
Payment of Hayfin loan fees
(722)
—
(722)
Proceeds from bank loans
942
—
942
Proceeds from shareholder loans
20,000
—
20,000
Proceeds from Hayfin loan
19,370
—
19,370
Non-cash
New leases and modifications to leases
—
417
417
Finance expense
6,525
284
6,809
Gain on loan modification
(430)
—
(430)
Transfer to equity
(3,066)
—
(3,066)
Transfer to embedded derivative
(5,773)
—
(5,773)
Foreign exchange movements
13
(31)
(18)
30 June 2025
53,445
6,644
60,089
Financial statements
121 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
34. Prior period adjustments
Uncertain tax positions
The 2024 liability was restated to recognise discussions that took place between the Group and a tax authority, where a number of material uncertainties were resolved, leading to a lower settlement than the
Group had previously provided for. Although this meeting took place after the balance sheet date it was before the consolidated financial statements for the year ended 30 June 2024 were approved and provided
evidence of conditions that existed at the end of the reporting period and hence should have been considered an adjusting post balance sheet event.
The impact of the restatement on the Consolidated Income Statement for the year ended 30 June 2024 and the Consolidated Statement of Financial Position as at 30 June 2024 is shown below. There was no
impact from this restatement on the Consolidated Statement of Financial Position as at 30 June 2023.
Deferred tax assets and liabilities
Although the overall Group is currently loss making the German subsidiary is profitable and pays tax to the German tax authorities, hence it is probable that taxable profits will be available to support the recognition
of deferred tax assets arising in Germany. This was also the case in prior periods and therefore deferred tax assets relating to the Germany defined benefit obligation and retirement benefit investment asset should
have been recognised. A number of smaller corrections to deferred tax assets and liabilities were made at the same time.
The impact of the restatement on the Consolidated Income Statement and Consolidated Statement of Comprehensive Income for the year ended 30 June 2024 and the Consolidated Statement of Financial
Position as at 30 June 2024 and 30 June 2023 is shown below.
Current tax receivables and payables
As required by IFRS/IAS1, current tax receivables are now disclosed separately on the face of the Consolidated Statement of Financial Position. Previously they were included within Trade and other receivables.
As required by IFRS/IAS1, current tax payables are now disclosed separately of the face of the Consolidated Statement of Financial Position. Previously they were included within Trade and other payables.
The impact of the restatement on the Consolidated Statement of Financial Position as at 30 June 2024 and 30 June 2023 is shown below.
Impact of restatements on the Consolidated Statement of Financial Position as at 30 June 2023:
Previously
reported
£’000
Deferred tax
assets and
liabilities
£’000
Current tax
payables and
receivables
£’000
Total
adjustments
£’000
Restated
amount
£’000
Deferred tax asset
—
1,658
—
1,658
1,658
Trade and other receivables
7,088
—
(1,256)
(1,256)
5,832
Current tax receivables
—
—
1,256
1,256
1,256
Trade and other payables
(16,683)
—
3,124
3,124
(13,359)
Current tax payables
—
—
(3,124)
(3,124)
(3,124)
Deferred tax liability
(454)
385
—
385
(69)
Retained earnings
(161,870)
2,043
—
2,043
(159,827)
Financial statements
122 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
34. Prior period adjustments continued
Current tax receivables and payables continued
Impact of restatements on the Consolidated Statement of Financial Position as at 30 June 2024:
Previously
reported
£’000
Adjustments
from 2023
£’000
Uncertain
tax positions
£’000
Deferred tax
assets and
liabilities
£’000
Current tax
payables and
receivables
£’000
Total
adjustments
£’000
Restated
amount
£’000
Deferred tax asset
—
1,658
—
(80)
—
1,578
1,578
Trade and other receivables
7,823
—
—
—
(1,886)
(1,886)
5,937
Current tax receivables
—
—
—
—
1,886
1,886
1,886
Trade and other payables
(15,940)
—
1,744
—
1,433
3,177
(12,763)
Current tax payables
—
—
—
—
(1,433)
(1,433)
(1,433)
Deferred tax liability
(382)
385
—
(60)
—
325
(57)
Foreign exchange reserve
(816)
—
—
(3)
—
(3)
(819)
Retained earnings
(198,927)
2,043
1,744
(137)
—
3,650
(195,277)
Impact of restatements on the Consolidated Income Statement for the year ended 30 June 2024:
Previously
reported
£’000
Uncertain
tax positions
£’000
Deferred tax
assets and
liabilities
£’000
Total
adjustments
£’000
Restated
amount
£’000
Income tax
(1,050)
1,744
(149)
1,595
545
Loss per share
Basic (pence per share)
(1.07)
0.04
—
0.04
(1.03)
Diluted (pence per share)
(1.07)
0.04
—
0.04
(1.03)
Impact of restatements on the Consolidated Statement of Comprehensive Income for the year ended 30 June 2024:
Previously
reported
£’000
Uncertain
tax positions
£’000
Deferred tax
assets and
liabilities
£’000
Total
adjustments
£’000
Restated
amount
£’000
Other comprehensive income
Deferred tax movement – retirement benefit obligations
—
—
163
163
163
Deferred tax movement – retirement benefit assets
—
—
(157)
(157)
(157)
Deferred tax movement – land and buildings
(30)
—
6
6
(24)
Financial statements
123 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the consolidated financial statements continued
for the year ended 30 June 2025
35. Events after the balance sheet date
Proceeds from Exercise of Warrants and Repayment of the Entire Balance
under the Shareholder Facility
Between the balance sheet date and 20 October 2025, the Group drew down £12.5m under the
Amended Shareholder Facility and issued further warrants in accordance with the entitlement to
25 warrants for each £1 drawn, at a price of 4 pence per share. Along with previous drawdowns the
entire amount of the Amended Shareholder Facility has now been drawn and a total of 1,375,000,000
warrants issued.
On 29 October 2025, the Company received exercise notices from the Shareholder Lenders in respect
of the 1,375,000,000 warrants, which would generate aggregate proceeds of £55m on exercise.
In satisfaction of the exercise price payable by the Shareholder Lenders for the warrants, the
Shareholder Lenders have transferred the entire Amended Shareholder Facility to the Company along
with net proceeds of £1m in cash. As a result, all financial indebtedness owed by the Group to the
Shareholder Lenders under the Amended Shareholder Facility, has effectively been repaid. The net
proceeds of £1m paid to the Company in cash, represents the difference between the £55m warrant
exercise proceeds and the amounts owed by the Group to the Shareholder Lenders at the point of
exercise of £54m, including all capitalised and accrued interest.
1,375,000,000 new Ordinary Shares were issued to the Shareholder Lenders following exercise of their
warrants, which rank pari passu with the existing Ordinary Shares in issue. Following issue of the new
Ordinary Shares, the Company’s total issued and voting share capital consists of 6,141,439,951
Ordinary Shares.
As a result of the drawdowns under the Amended Shareholder Facility between the balance sheet date
and 20 October 2025 (and issuance of the related warrants to the Shareholder Lenders), the Company
has also issued 843,005 warrants with an exercise price of 0.1 pence per warrant to Hayfin Healthcare
Opportunities LuxCo S.a.r.l., a fund advised by Hayfin Capital Management LLP (“Hayfin”) pursuant to
anti-dilution rights held by Hayfin under the terms of the warrants issued to Hayfin in connection with the
senior secured loan facility entered into between Hayfin and the Company dated 15 October 2024.
Renewed Shareholder Facility
The Lenders have agreed to provide a new £50m unsecured loan facility (the “Renewed Shareholder
Facility”) on an uncommitted basis. The Renewed Shareholder Facility is available to draw down from
29 October 2025 until 15 July 2030, with interest payable at 12 per cent. per annum and a repayment
date of 15 October 2030. There are no warrants attached to the drawdown of the facility extended
under the Renewed Shareholder Facility.
Exploration of listing in Hong Kong
Post year end it was announced to the London Stock Exchange that the Group is exploring a potential
dual primary listing on the Hong Kong Stock Exchange, alongside our existing listing in London. This is a
strategic move that reflects our ambition to expand Allergy Therapeutics’ presence in Asia and to
strengthen our position as a global leader in allergy immunotherapy.
Financial statements
124 Allergy Therapeutics plc
Annual Report and Accounts 2025
Company balance sheet
as at 30 June 2025
Note
30 June
2025
£’000
30 June
2024
£’000
Fixed assets
Investments
2
9,372
8,093
Current assets
Debtors
3
17
10
Total assets
9,389
8,103
Creditors: amounts falling due within one year
4
(10,458)
(4)
Net current (liabilities)/assets
(10,441)
6
Total assets less current liabilities
(1,069)
8,099
Net (liabilities)/assets
(1,069)
8,099
Capital and reserves
Called-up share capital
5
4,766
4,776
Capital redemption reserve
10
—
Share premium account
154,639
154,639
Other reserves – share-based payments
1,279
—
Other reserves – warrants
4,773
2,315
Retained earnings
(166,536)
(153,631)
Total equity
(1,069)
8,099
The Company has taken advantage of section 408 of the Companies Act 2006 and has not included its own income statement in these financial statements. The Company’s loss for the period was £12,905,387
(2024: £41,561,670).
These financial statements were approved by the Board of Directors and authorised for issue on 10 December 2025 and were signed on its behalf by:
Manuel Llobet
Dr. Shaun Furlong
Chief Executive Officer
Chief Financial Officer
Registered number: 05141592
Financial statements
125 Allergy Therapeutics plc
Annual Report and Accounts 2025
Company statement of changes in equity
for the year ended 30 June 2025
Issued
capital
£’000
Capital
redemption
reserve
£’000
Share
premium
£’000
Reserve –
share-based
payment
£’000
Reserve –
warrants
£’000
Retained
earnings
£’000
Total
equity
£’000
At 30 June 2023
689
—
119,029
2,906
412
(115,326)
7,710
Loss for the year after tax
—
—
—
—
—
(41,562)
(41,562)
Transactions with owners:
Share-based payments
—
—
—
351
—
—
351
Shares issued
4,087
—
36,672
—
—
—
40,759
Share issue costs
—
—
(1,062)
—
—
—
(1,062)
Transfer of lapsed options to retained earnings
—
—
—
(3,257)
—
3,257
—
Warrants issued
—
—
—
—
1,903
—
1,903
At 30 June 2024
4,776
—
154,639
—
2,315
(153,631)
8,099
Loss for the year after tax
—
—
—
—
—
(12,905)
(12,905)
Transactions with owners:
Share-based payments
—
—
—
1,279
—
—
1,279
Shares redeemed
(10)
10
—
—
—
—
—
Warrants issued
—
—
—
—
2,458
—
2,458
At 30 June 2025
4,766
10
154,639
1,279
4,773
(166,536)
(1,069)
The capital redemption reserve represents the value of the deferred shares which were redeemed and cancelled during the year. See Note 29 for details.
Financial statements
126 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the Company financial statements
for the year ended 30 June 2025
1. Accounting policies
Basis of preparation
The separate financial statements of the Company have been prepared in accordance with Financial
Reporting Standard 101, Reduced Disclosure Framework (“FRS 101”). In preparing these financial
statements, the Company applies the recognition, measurement and disclosure requirements of
International Financial Reporting Standards ("IFRS") as adopted by the UK (UK-adopted international
accounting standards) but makes amendments where necessary in order to comply with the Companies
Act 2006 and to take advantage of FRS 101 disclosure exemptions.
The separate financial statements have been prepared under the historical cost convention and in
accordance with the Companies Act 2006.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available
under that standard in relation to business combinations, financial instruments, capital management,
presentation of comparative information in respect of certain assets, presentation of a cash flow
statement, standards not yet effective, impairment of assets and related party transactions. Where
required, equivalent disclosures are given in the consolidated financial statements of Allergy
Therapeutics plc.
In accordance with section 408 of the Companies Act 2006, no separate income statement has been
presented for the Company. The principal accounting policies adopted in the preparation of this financial
information are set out below. These policies have been consistently applied to all the financial years
presented, unless otherwise stated.
Going concern
The parent company is a holding company and as such, its going concern status is intrinsically linked to
the Group. The going concern assessment for the parent company was performed as part of the
Group’s assessment as detailed on pages 82 to 83 of the consolidated financial statements.
Investments
Fixed asset investments in subsidiaries are shown at cost less provision for impairment. Share-based
payments made in respect of the Company’s shares to employees of its subsidiaries are reported as an
increase in investments.
Intercompany receivables
Receivables including intercompany receivables are financial assets measured at amortised cost in
accordance with IFRS 9. See Note 2 of the consolidated financial statements on pages 83 to 88 for
more information.
Foreign currencies
Foreign currency transactions are translated into functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation, at reporting period end exchange rates, of monetary assets and
liabilities denominated in foreign currencies, are recognised in the income statement. Non-monetary
items are carried at historical cost or translated using the exchange rate at the date of the transaction or
a weighted average rate as an approximation where this is not materially different.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability on the
balance sheet differs from its tax base.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable
profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively
enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are
settled/(recovered).
The Company has unrecognised deferred tax in relation to losses of £2.8m (2024: £0.6m).
Financial statements
127 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the Company financial statements continued
for the year ended 30 June 2025
Where there is an indication of impairment, the Company undertakes an impairment test by comparing
the recoverable amount of the investment in subsidiary undertakings with the carrying amount. The
Directors have based the recoverable amount of the investment in subsidiary undertakings, together
with any amounts receivable from the subsidiary undertakings, on the ability of the subsidiary to
generate future cash flows and the timing of those cash flows. Impairment losses/reversal of previous
impairment losses, where recognised in the year, are included within administrative expenses.
Intercompany receivables
Intercompany receivables are measured at amortised cost and assessed for impairment immediately.
The receivable is impaired where the net assets of the subsidiary are negative.
2. Investments
At 30 June 2024 and at 30 June 2025.
Cost
Shares in
subsidiary
undertaking
£’000
Investment brought forward
8,093
Additions
1,279
Investment carried forward
9,372
The additions relate to share-based payments in respect of the Company’s shares to employees of its
subsidiaries.
Investments have been assessed for impairment in accordance with the significant judgement and
estimates paragraph above. No impairment was required during the period.
1. Accounting policies continued
Employment costs
The Company does not have any employees. All employment costs are dealt with by the Group’s
subsidiaries. Details of employment costs are detailed on page 94 of the consolidated financial
statements.
Share-based payments
Share-based payments made in respect of the Company’s shares to employees of its subsidiaries are
reported as an increase in investment.
The fair value of the options at the date of grant is charged to the income statement over the vesting
period. Non-market vesting conditions are taken into account by adjusting the number of equity
instruments expected to vest at each reporting date so that, ultimately, the cumulative amount
recognised over the vesting period is based on the number of options that eventually vest. Non-vesting
conditions and market vesting conditions are factored into the fair value of the options granted. As long
as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting
conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting
condition or where a non-vesting condition is not satisfied.
The expensed value of share options, which have lapsed unexercised, is transferred from the
share‑based payment reserve to retained earnings.
Full details of the Group’s share-based payments are set out in Note 30 of the consolidated financial
statements.
Significant judgement and estimates
Investments
Investments in subsidiary undertakings are assessed for indicators of impairment at each balance sheet
date. An investment is subject to a formal impairment test, based on indicators arising where the book
value of the investment in the parent company’s accounts, together with the carrying amount of amounts
receivable from the subsidiary undertaking (see ‘Intercompany receivables’ below), exceed the carrying
amount of net assets in the subsidiaries’ accounts.
Financial statements
128 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the Company financial statements continued
for the year ended 30 June 2025
2. Investments continued
At 30 June 2025, the Company’s subsidiary undertakings were:
Subsidiary undertaking and registered office address
Country of
incorporation
Principal activity
Percentage of
shares held
Class of
shares held
Allergy Therapeutics (Holdings) Ltd
Address: Dominion Way, Worthing, West Sussex, BN14 8SA, UK
UK
Holding company
100
Ordinary
Allergy Therapeutics (UK) Ltd
Address: Dominion Way, Worthing, West Sussex, BN14 8SA, UK
UK
Manufacture and sale of pharmaceutical products
100
Ordinary
Bencard Allergie GmbH
Address: Leopoldstraße 175175, 80804 Munich, Germany
Germany
Sale of pharmaceutical products
100
Ordinary
Bencard Allergie (Austria) GmbH
Address: Stiftgasse 18/5-6, 1070 Vienna, Austria
Austria
Sale of pharmaceutical products
100
Ordinary
Allergy Therapeutics Italia s.r.l.
Address: Via Quattro Novembre, 76, 20019 Settimo Milanese, Milan, Italy
Italy
Sale of pharmaceutical products
100
Ordinary
Allergy Therapeutics Iberica S.L
Address: Avda Barcelona, 115, Edificio Brasol, 2ª Planta 08970 Sant Joan Despí, Barcelona, Spain
Spain
Manufacture and sale of pharmaceutical products
100
Ordinary
Bencard A.G.
Address: Tumigerstrasse 71, 8606 Greifensee, Switzerland
Switzerland
Sale of pharmaceutical products
100
Ordinary
Allergy Therapeutics Netherlands B.V.
Address: Spoetnik 52, 3824 MG Amersfoort, Netherlands
Netherlands
Sale of pharmaceutical products
100
Ordinary
Allergy Therapeutics Argentina S.A.
In liquidation
Argentina
Marketing of pharmaceutical products
100
Ordinary
Allergy Therapeutics (Holdings) Ltd is fully owned by Allergy Therapeutics plc. All other subsidiary undertakings except Bencard Allergie (Austria) GmbH and Allergy Therapeutics Argentina S.A. are fully owned by
Allergy Therapeutics (Holdings) Ltd. Bencard Allergie (Austria) GmbH is fully owned by Bencard Allergie GmbH. Allergy Therapeutics Argentina S.A. is owned by Allergy Therapeutics (Holdings) Ltd (95%) and Allergy
Therapeutics (UK) Ltd (5%).
First ranking security, by way of fixed and floating charges, has been granted to Hayfin over all of the Company’s assets, including its shares in Allergy Therapeutics (Holdings) Ltd.
Bencard Allergy Therapeutics Unipessoal LDA was dissolved on 1 April 2025.
Financial statements
129 Allergy Therapeutics plc
Annual Report and Accounts 2025
Notes to the Company financial statements continued
for the year ended 30 June 2025
5. Called-up share capital
Full details of the Company’s share capital are set out in Note 29 of the consolidated financial
statements.
6. Share-based payments
Allergy Therapeutics plc (the ‘Company’) does not have any employees. All share-based payments are
accounted for as a capital contribution in the respective Group employing subsidiary. Full details of the
Company’s share-based payments are set out in Note 30 of the consolidated financial statements.
Share-based payments made in respect of the Company’s shares to employees of its subsidiaries are
reported as an increase in investment.
7. Directors’ emoluments
All Directors are remunerated by other Group companies. Full details of the Company’s Directors’
emoluments are set out in Note 8, Remuneration of Directors on page 93.
8. Related party transactions
In accordance with the provisions of FRS 101, the Company is exempt from the requirements in IAS 24,
Related Party Disclosures to disclose related party transactions entered into between members of a
Group, as all parties to the transactions are wholly owned, directly or indirectly by the Company. Details
of other related party transactions can be found in Note 32 to the consolidated financial statements.
3. Debtors
2025
£’000
2024
£’000
Amounts falling due within one year
Amount owed by subsidiary undertakings
—
—
Other debtors
—
5
Prepayments and accrued income
17
5
17
10
Intercompany debtors have been assessed for impairment. The amount owed by subsidiary
undertakings is stated net of provisions of £166,819,057 (2024: £158,911,334).
4. Creditors – amounts falling due within one year
2025
£’000
2024
£’000
Trade creditors
—
1
Accruals
1
3
Embedded derivative
10,457
—
10,458
4
Full details of the embedded derivative are set out in Note 27 of the consolidated financial statements.
Financial statements
130 Allergy Therapeutics plc
Annual Report and Accounts 2025
Glossary
AI
Artificial intelligence
APM
Alternative performance measure
APC
Antigen-presenting cell
CAPM
Capital asset pricing model
CGU
Cash-generating unit
CMDh
Coordination Group for Mutual Recognition and Decentralised Procedures – Human
CODM
Chief Operating Decision Maker
Constant
currency
Constant currency uses prior year weighted currency average exchange rates to
translate current year foreign currency denominated revenue to give a year‑on‑year
comparison excluding the effects of foreign exchange movements
CRFD
Climate-related financial disclosures
CSMS
Combined symptom medication score
D, E + I
Diversity, equity and inclusion
EAACI
European Academy of Allergy and Clinical Immunology
EBITDA
Earnings before interest, taxes, depreciation and amortisation
ESG
Environmental, social and governance
FDA
Food and Drug Administration
FRS 101
Financial Reporting Standard 101, Reduced Disclosure Framework
FVTPL
Fair value through profit and loss
GHG
Greenhouse Gas
GKV-
Spitzenverband
German national health insurance association
HCP
Healthcare professional
IFRIC
International Financial Reporting Interpretations Committee
IFRS
International Financial Reporting Standards
IgE
Immunoglobulin E
IgG
Immunoglobulin G
INPS
Istituto Nazionale della Previdenza Sociale
KPIs
Key performance indicators
LTIP
Long Term Incentive Plan
MAA
Market authorisation application
MATA
Modified Allergen Tyrosine Adsorbed
MCT
Microcrystalline Tyrosine
MPL
Monophosphoryl Lipid A
NGFS
Network for Greening the Financial System
OCI
Other comprehensive income
PEI
Paul-Ehrlich-Institut
PPE
Property, plant and equipment
QCA Code
Quoted Companies Alliance Corporate Governance Code
QMS
Quality management system
RQLQ
Rhinoconjunctivitis Quality of Life Questionnaire
RWE
Real-world evidence
SCIT
Subcutaneous immunotherapy
SECR
Streamlined Energy and Carbon Reporting
SID
Senior Independent Director
STEM
Science, Technology, Engineering and Mathematics
TAV
Therapie Allergene Verordnung
TCFD
Taskforce on Climate-related Financial Disclosures
VLP
Virus-like particle
WAO
World Allergy Organization
Financial statements
131 Allergy Therapeutics plc
Annual Report and Accounts 2025
Shareholder information
Registered office
Dominion Way
Worthing
West Sussex
BN14 8SA
Nominated Adviser and Broker
Cavendish Capital Markets Limited
1 Bartholomew Close
London
EC1A 7BL
Public relations advisers
ICR Consilium
85 Gresham Street
London
EC2V 7NQ
Auditor
BDO LLP
2 City Place
Beehive Ring Road
Gatwick
West Sussex
RH6 0PA
Lawyers
Cooley (UK) LLP
22 Bishopsgate
London
EC2N 4BQ
Registrars
MUFG Corporate Markets (formerly Link Group)
Central Square
29 Wellington Street
Leeds
LS1 4DL
Bankers
NatWest Bank plc
10th Floor
250 Bishopsgate
London
EC2M 4AA
Financial statements
132 Allergy Therapeutics plc
Annual Report and Accounts 2025
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Dominion Way
Worthing
West Sussex
BN14 8SA
www.allergytherapeutics.com
Allergy Therapeutics plc Annual Report and Accounts 2025