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Unaudited Condensed Consolidated Interim Financial Statements as of September 30, 2025
| Page | ||
| Condensed Consolidated Statements of Financial Position as of September 30, 2025 and March 31, 2025 (Unaudited) | F-2 | |
| Condensed Consolidated Statements of Loss and Other Comprehensive Loss for the Six Months Ended September 30, 2025 and 2024 (Unaudited) | F-3 | |
| Condensed Consolidated Statements of Changes in Equity for the Six Months Ended September 30, 2025 and 2024 (Unaudited) | F-4 | |
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2025, and 2024 (Unaudited) | F-5 | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | F-6 |
VIRAX BIOLABS GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
| September 30, 2025 | March 31, 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 3,345,464 | $ | 4,228,944 | ||||
| Accounts receivable | 729 | |||||||
| VAT receivable | 174,968 | 30,654 | ||||||
| Inventories | 54,186 | 94,675 | ||||||
| Prepaid expenses and deposits | 574,068 | 539,382 | ||||||
| Total current assets | 4,149,415 | 4,893,655 | ||||||
| Non-current assets: | ||||||||
| Right-of-use assets, net | 290,410 | 306,652 | ||||||
| Property, plant & equipment, net | 1,275,190 | 1,226,596 | ||||||
| Total non-current assets | 1,565,600 | 1,533,248 | ||||||
| Total assets | $ | 5,715,015 | $ | 6,426,903 | ||||
| Liabilities and stockholders' equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 103,523 | $ | 250,170 | ||||
| Current operating lease liabilities | 66,373 | 52,993 | ||||||
| Accounts payable - related parties | 337,576 | |||||||
| Loan payable | 195,577 | 32,468 | ||||||
| Total current liabilities | 365,473 | 673,207 | ||||||
| Non-Current liabilities: | ||||||||
| Non-current operating lease liabilities | 276,043 | 291,543 | ||||||
| Total liabilities | 641,516 | 964,750 | ||||||
| Stockholders' equity: | ||||||||
| Ordinary Shares, $0.001 par value, 50,000,000 shares Authorized; 6,543,432 and 4,341,956 issued and outstanding as of September 30, 2025 and March 31, 2025 | 6,543 | 4,342 | ||||||
| Reserves | 32,288,688 | 30,168,692 | ||||||
| Accumulated deficit | (26,928,015 | ) | (24,589,244 | ) | ||||
| Accumulated other comprehensive income (loss) | (55,248 | ) | 112,330 | |||||
| Total stockholders' equity (Virax) | 5,311,968 | 5,696,120 | ||||||
| Non-Controlling Interest | (238,469 | ) | (233,967 | ) | ||||
| Total stockholders' equity | 5,073,499 | 5,462,153 | ||||||
| Total liabilities and stockholders' equity | $ | 5,715,015 | $ | 6,426,903 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
VIRAX BIOLABS GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF LOSS
AND OTHER COMPREHENSIVE LOSS (UNAUDITED)
| For the Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | 1,608 | $ | 4,953 | ||||
| Cost of revenue | 321 | 11,427 | ||||||
| Gross profit (loss) | 1,287 | (6,474 | ) | |||||
| Operating expenses: | ||||||||
| General and administrative | 1,207,017 | 2,146,005 | ||||||
| Research & Development | 1,379,745 | 726,412 | ||||||
| Total operating expenses | $ | 2,586,762 | $ | 2,872,417 | ||||
| Operating loss | $ | (2,585,475 | ) | $ | (2,878,891 | ) | ||
| Other income (expenses): | ||||||||
| Interest expense, net | (30,991 | ) | (25,591 | ) | ||||
| Other income (expense), net | (401 | ) | 11,257 | |||||
| Total other income (expenses), net | (31,392 | ) | (14,334 | ) | ||||
| Loss before income taxes | (2,616,867 | ) | (2,893,225 | ) | ||||
| Income tax benefit | (273,594 | ) | (136,661 | ) | ||||
| Net loss | $ | (2,343,273 | ) | $ | (2,756,564 | ) | ||
| Net loss attributable to non-controlling interest | (4,502 | ) | (137 | ) | ||||
| Net loss attributable to Virax stockholders | (2,338,771 | ) | (2,756,427 | ) | ||||
| Other comprehensive loss | ||||||||
| Foreign currency adjustment | (167,578 | ) | 80,761 | |||||
| Comprehensive loss | $ | (2,510,851 | ) | $ | (2,675,803 | ) | ||
| Comprehensive loss attributable to non-controlling interest | (4,502 | ) | (137 | ) | ||||
| Comprehensive loss attributable to Virax | $ | (2,506,349 | ) | $ | (2,675,666 | ) | ||
| Basic and diluted weighted average shares outstanding | ||||||||
| Ordinary Shares | 4,763,003 | 3,103,552 | ||||||
| Basic and diluted net loss per share to Virax stockholders | ||||||||
| Ordinary Shares | $ | (0.49 | ) | $ | (0.89 | ) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
VIRAX BIOLABS GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
| Ordinary Shares | Reserves | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity (Virax) | Non Controlling Interest | Total Stockholders' Equity | ||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | 4,341,956 | $ | 4,342 | $ | 30,168,692 | $ | (24,589,244 | ) | $ | 112,330 | $ | 5,696,120 | $ | (233,967 | ) | $ | 5,462,153 | |||||||||||||||
| Shares issued for cash | 2,201,476 | 2,201 | 2,068,505 | 2,070,706 | 2,070,706 | |||||||||||||||||||||||||||
| Warrant exercise | ||||||||||||||||||||||||||||||||
| Stock-based compensation | 51,491 | 51,491 | 51,491 | |||||||||||||||||||||||||||||
| Foreign currency adjustment | (167,578 | ) | (167,578 | ) | (167,578 | ) | ||||||||||||||||||||||||||
| Net Loss | (2,338,771 | ) | (2,338,771 | ) | (4,502 | ) | (2,343,273 | ) | ||||||||||||||||||||||||
| Balance at September 30, 2025 | 6,543,432 | $ | 6,543 | $ | 32,288,688 | $ | (26,928,015 | ) | $ | (55,248 | ) | $ | 5,311,968 | $ | (238,469 | ) | $ | 5,073,499 | ||||||||||||||
| Balance at March 31, 2024 | 2,573,903 | $ | 2,574 | $ | 23,890,229 | $ | (18,527,997 | ) | $ | 1,951 | $ | 5,366,757 | $ | (227,982 | ) | $ | 5,138,775 | |||||||||||||||
| Shares issued for cash | 1,499,909 | 1,500 | 5,126,686 | 5,128,186 | 5,128,186 | |||||||||||||||||||||||||||
| Warrant exercise | 268,144 | 268 | 786,467 | 786,735 | 786,735 | |||||||||||||||||||||||||||
| Stock-based compensation | 38,984 | 38,984 | 38,984 | |||||||||||||||||||||||||||||
| Foreign currency adjustment | 80,761 | 80,761 | 80,761 | |||||||||||||||||||||||||||||
| Net Loss | (2,756,427 | ) | (2,756,427 | ) | (137 | ) | (2,756,564 | ) | ||||||||||||||||||||||||
| Balance at September 30, 2024 | 4,341,956 | $ | 4,342 | $ | 29,842,366 | $ | (21,284,424 | ) | $ | 82,712 | $ | 8,644,996 | $ | (228,119 | ) | $ | 8,416,877 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
VIRAX BIOLABS GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
| For the Six Months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (2,343,273 | ) | $ | (2,756,564 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 178,822 | 117,220 | ||||||
| Loss on disposal of property, plant & equipment | 426 | |||||||
| Interest expense on operating lease liabilities | 25,962 | 19,954 | ||||||
| Amortization of right-of-use assets | 37,879 | 40,971 | ||||||
| Stock-based compensation | 51,491 | 38,984 | ||||||
| Foreign currency translation (gain) loss | (251,240 | ) | 52,447 | |||||
| Net changes in operating assets & liabilities: | ||||||||
| Accounts receivable | (729 | ) | (2,361 | ) | ||||
| Prepaid expenses and deposits | (34,686 | ) | (83,151 | ) | ||||
| Inventories | 40,489 | (64,872 | ) | |||||
| VAT receivable | (144,314 | ) | 194,049 | |||||
| Loan payable | 163,108 | 222,728 | ||||||
| Accounts payable - related parties | (337,576 | ) | ||||||
| Accounts payable and accrued liabilities | (146,647 | ) | 301,971 | |||||
| Net cash used in operating activities | $ | (2,760,288 | ) | $ | (1,918,624 | ) | ||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant & equipment | (141,505 | ) | (247,995 | ) | ||||
| Net cash used in investing activities | $ | (141,505 | ) | $ | (247,995 | ) | ||
| Cash flows from financing activities: | ||||||||
| Lease payments | (52,393 | ) | (51,555 | ) | ||||
| Proceeds from shares issued for cash | 2,070,706 | 5,128,186 | ||||||
| Proceeds from warrant exercise | 786,735 | |||||||
| Net cash provided by financing activities | $ | 2,018,313 | $ | 5,863,366 | ||||
| Net change in cash | (883,480 | ) | 3,696,747 | |||||
| Cash at beginning of period | 4,228,944 | 3,589,244 | ||||||
| Cash at end of period | $ | 3,345,464 | $ | 7,285,991 | ||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid (received) during the period for: | ||||||||
| Interest | $ | 4,809 | $ | 5,794 | ||||
| Income tax benefit | $ | (273,594 | ) | $ | (136,661 | ) | ||
| Supplemental disclosure of non-cash investing and financing activities | ||||||||
| Right-of-use asset additions | $ | $ | 181,641 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
VIRAX BIOLABS GROUP LIMITED
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Note 1 General information and reorganization transactions
Virax Biolabs Group Limited (the Company ) is a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material operations of its own, it conducts the majority of its operations through its subsidiaries in the United Kingdom, the United States, and China, and has been operating since 2013.
The Company is an innovative biotechnology company focused on the detection of immune responses to, and the diagnosis and risk stratification of, viral and immune-mediated diseases, with a current emphasis on post-acute infection syndromes ( PAIS ) and related areas of chronic immune dysfunction. The Company's current core development activities are in the field of T cell in vitro diagnostics and immune profiling.
The Company is in the process of developing ViraxImmune , an in-development T cell-based assay and related platform intended to provide an immunology profiling platform and functional T cell assessment. ViraxImmune is being evaluated in clinical studies in post acute infection syndromes (PAIS)conditions including long COVID, myalgic encephalomyelitis / chronic fatigue syndrome ( ME/CFS ) and post-treatment Lyme disease ( PTLD ), intended to generate data that may support future regulatory submissions and potential commercial strategies, subject to applicable regulatory requirements. The Company has prepared a Q-submission under the U.S. Food and Drug Administration ( FDA ) pre-submission programme for potential in vitro diagnostic ( IVD ) classification of its ViraxImmune assay and held the Q-submission meeting during the third quarter of calendar year 2025. ViraxImmune remains in development and is not approved for diagnostic use in any jurisdiction.
Alongside ViraxImmune , the Company is developing its ImmuneSelect research-use-only ( RUO ) portfolio of peptide pools, ELISpot plates and related immune-profiling reagents. These products are for research use only, are not intended for clinical diagnostic decision-making, and can be commercialised without waiting for diagnostic approvals. The Company's strategy is to build ImmuneSelect as both a standalone RUO offering for laboratories and biopharmaceutical partners and as a complementary channel to drive awareness of, and data generation around, its ViraxImmune platform over time.
The Company also retains the ability to distribute existing diagnostic test kits through its ViraxClear and ViraxVet brands. Currently, the Company does not manufacture or develop the products sold under the ViraxClear and ViraxVet brands and acts as a distributor of third-party suppliers' products. While ViraxClear and ViraxVet may sell and distribute existing test kits from time to time, these activities are currently limited and non-core to the Company's strategy.
These financial statements are presented in US dollars.
The Company has recurring losses, accumulated deficit totaling $26,928,015 and negative cash flows used in operating activities of $2,760,288 as of and for the six months ended September 30, 2025. At September 30, 2025, the Company had a cash balance of $3,345,464 and current liabilities of $365,473. No adjustments have been made to the carrying amount of the assets and liabilities. For the six months ended September 30, 2025, the Company had a net decrease in cash of $883,480. The decrease in cash and other factors raise a substantial doubt as to the Company's ability to continue as a going concern for a period that is one year from the issuance date of these financial statements. If the Company is unable to obtain funding, the Company could be forced to delay, reduce, or eliminate its research and development, regulatory, and commercial efforts which could adversely affect its future business prospects and its ability to continue as a going concern.
Management plans to fund its cash flow needs through current cash on hand and future debt and/or equity financings which it may obtain through one or more public or private equity offerings, debt financings, government or other third-party funding, strategic alliances, or collaboration agreements. However, there can be no assurance that any such
funding will be available in sufficient amounts to provide the necessary capital to fund our operations or on terms acceptable to the Company, or at all, and material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern for a period that is one year from the issuance date of these financial statements.
The accompanying financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Until such time that the Company implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to research and development activities, corporate overhead and costs of being a public company. The Company will need to generate additional revenue or raise additional capital in the near term to fund its ongoing operations and business activities.
Note 2 Summary of Significant Accounting Policies
This summary provides a list of the significant accounting policies adopted in the preparation of these condensed consolidated financial statements to the extent they have not been disclosed in the other notes below. The policies have been consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
Compliance with IFRS
These condensed interim financial statements have been prepared in accordance with International Accounting Standards ( IAS ) 34, Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ) and International Financial Reporting Interpretations Committee ( IFRIC ). These policies are consistent with the March 31, 2025 financial statements on form 20-F. These condensed interim financial statements do not include all of the information required of a full set of annual financial statements and are intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that these condensed interim financial statements be read in conjunction with the annual financial statements of the Company for the year ended March 31, 2025 and notes thereto contained in the Company's annual report filed on Form 20-F.
These condensed interim financial statements have been prepared on a historical cost basis, modified where applicable. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.
The condensed unaudited interim financial statements were authorized for issuance by the Audit Committee of the Board of Directors on December 2, 2025.
Principles of consolidation
Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases.
The following is a list of the Company's operating subsidiaries as of September 30, 2025 and March 31, 2025.
| Company names | Jurisdiction | Incorporation Date | Ownership | |||
| Virax Biolabs Group Limited | Cayman Island | September 2, 2021 | Holding Company | |||
| Virax Biolabs (UK) Limited | United Kingdom | August 19, 2021 | 100% (via Virax Biolabs Group Limited |
| Virax Biolabs Limited | Hong Kong | April 14, 2020 | 100% (via Virax Biolabs (UK) Limited) | |||
| Virax Immune T-Cell Medical Device Company Limited | Hong Kong | January 16, 2017 | 100% (via Virax Biolabs Limited) | |||
| Virax Biolabs PTE. LTD | Singapore | May 4, 2013 | 95.54% (via Virax Biolabs Limited) | |||
| Logico Bioproducts Corp. | BVI | January 21, 2011 | 95.54% (via Virax Biolabs Limited) | |||
| Shanghai Xitu Consulting Co., Ltd | PRC | October 27, 2017 | 95.54% (via Virax Biolabs Limited) | |||
| Virax Biolabs USA Management, Inc. | USA | August 1, 2022 | 100% (via Virax Biolabs Group Limited) | |||
| Virax Biolabs Group Holdings Ltd | United Kingdom | February 22, 2023 | 100% (via Virax Biolabs Group Limited) | |||
| Virax Biolabs Trading B.V. | Netherlands | August 4, 2023 | 100% (via Virax Biolabs Group Holdings Limited) | |||
| Virax Biolabs UK Operating Limited | United Kingdom | November 7, 2023 | 100% (via Virax Biolabs Group Holdings Limited) |
Inter-company transactions, balances and unrealized gains on transactions between the subsidiaries are eliminated upon consolidation. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company.
The Company has one reportable segment incorporating ViraxClear, a diagnostic medical device distributor, ViraxVet, a veterinary medical device distributor, and ViraxImmune, a T-Cell In Vitro diagnostic device. The chief operating decision maker is responsible for allocating resources and assessing performance and obtaining financial information, including the condensed consolidated statements of loss and other comprehensive loss, condensed consolidated statements of financial position and condensed consolidated statements of cash flow, about the Company as a whole.
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency ). The condensed consolidated financial statements are presented in US dollar, which is the Company's presentation currency.
| Entity | Functional Currency | |
| Virax Biolabs Group Limited | U.S. dollars | |
| Virax Biolabs (UK) Limited | British Pound Sterling | |
| Virax Biolabs Limited | U.S. dollars | |
| Virax Immune T-Cell Medical Device Company Limited | U.S. dollars | |
| Virax Biolabs PTE. LTD | U.S. dollars | |
| Logico Bioproducts Corp. | U.S. dollars | |
| Shanghai Xitu Consulting Co., Ltd | Renminbi | |
| Virax Biolabs USA Management, Inc. | U.S. dollars |
| Virax Biolabs Group Holdings Ltd | British Pound Sterling | |
| Virax Biolabs Trading B.V. | Euro | |
| Virax Biolabs UK Operating Limited | British Pound Sterling |
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentational currency are translated into the presentational currency as follows:
-assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position
-income and expenses for each statement of profit or loss and statement of comprehensive loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions), and
-all resulting exchange differences are recognized in other comprehensive loss and the foreign currency exchange differences in other comprehensive loss are temporary and will be reclassified in the future.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at period-end exchange rates are generally recognized in statements of loss and other comprehensive loss.
The most important exchange rates per USD 1.00 that have been used in preparing the financial statements are:
| Closing rate | Average rate | |||||||||||||||
| As of September 30, | For the Six Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| British Pound | 0.742 | 0.767 | 0.749 | 0.783 | ||||||||||||
| Euro | 0.859 | 0.901 | 0.877 | 0.922 | ||||||||||||
| Singapore Dollar | 1.286 | 1.307 | 1.297 | 1.342 | ||||||||||||
| Renminbi | 7.177 | 7.133 | 7.212 | 7.220 |
Revenues are generally recognized upon the transfer of control of promised products provided to the Company's customers, reflecting the amount of consideration we expect to receive for those products. The Company enters into contracts that can include various combinations of products and services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The revenue recognition policy is consistent for sales generated directly with customers and sales generated indirectly through solution partners and resellers.
Revenues are recognized upon the application of the following steps:
1.Identification of the contract or contracts with a customer;
2.Identification of the performance obligations in the contract;
3.Determination of the transaction price;
4.Allocation of the transaction price to the performance obligations in the contract; and
5.Recognition of revenue when, or as, the performance obligation is satisfied.
The timing of revenue recognition may differ from the timing of billing our customers. The Company receives payments from customers based on a billing schedule as established in our contracts. Contract assets are recognized when performance is completed in advance of scheduled billings. Deferred revenue is recognized when billings are in advance of performance under the contract. The Company's revenue arrangements include standard warranty provisions that our products and services will perform and operate in all material respects with the applicable published specifications, the financial impacts of which have historically been, and are expected to continue to be insignificant. Our contracts do not include a significant financing component.
The Company's products are generally sold without a right of return, so there is no variable consideration when determining the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period if additional information becomes available.
Share-based payments
The Company accounts for share-based compensation in accordance with IFRS 2 Share-based payment ( IFRS 2 ), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's condensed consolidated statement of loss and other comprehensive loss, based on the acceleration method in twelve-month tranches.
The Company recognizes compensation expenses for the value of its awards granted based on the vesting attribution approach over the requisite service period of each of the awards, net of forfeitures as they occur.
The Company estimates the fair value of share options granted using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of the Company's shares. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends.
The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with IFRS 9, Financial Instruments. Under IFRS 9, warrants are considered liability-classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing a variable number of shares.
If the warrants do not meet liability classification, the Company assesses the requirements that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability-classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded as a component of other income (expense), net in the statements of loss. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. As of September 30, 2025, all of the Company's outstanding warrants are equity-classified warrants. See Note 14.
The income tax expense or credit for the period is the tax payable or receivable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
The current income tax expense or credit is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Although the Company is organized as a Cayman Islands corporation, the Company could be subject to income and other taxes in various other jurisdictions, including the United Kingdom, United States, China, Hong Kong and Singapore. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to (or recovered from) the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred tax assets are recognized only if it is probable that future taxable profit will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive loss, in which case the tax is also recognized in other comprehensive loss.
Property, plant and equipment
Property, plant, and equipment are recorded at cost less accumulated depreciation and amortization. Expenditures that extend the life of the asset are capitalized and depreciated. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. Management evaluates the useful lives and method of depreciation at least annually and accounts for any changes to the useful life or method prospectively. Maintenance and repairs are charged to expense as incurred; cost of major additions and betterments are capitalized. Capitalized software is recorded at cost less accumulated amortization and the amortization is recorded using the straight-line method over the estimated useful life of the software.
The estimated useful lives are:
| Laboratory equipment | 5 years |
| Computer equipment | 3 years |
| Capitalized software | 3 years |
Impairment of assets
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized in profit or loss for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use and is calculated with reference to future discounted cash flows that the asset is expected to generate when considered as part of a cash-generating unit. Assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. If an impairment subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment charge been recognized for the asset in prior periods. The Company performed an evaluation for impairment for the six months ended September 30, 2025 and concluded there was no impairment.
The Company accounts for leases under IFRS 16 'Leases'. IFRS 16 introduced a single lease accounting model, requiring a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the
underlying asset is of low value. The lessee is required to recognize a right-of-use asset representing the right to use the underlying asset, and a lease liability representing the obligation to pay lease payments.
At the inception of a contract, we assess whether a contract is, or contains a lease by determining whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, we assess whether:
-the contract involves the use of an identified asset;
-we have the right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use; and
-we have the right to direct the use of the identified asset.
A right-of-use asset and corresponding lease liability are recognized on the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. In addition, the right-of-use asset is reduced by impairment losses and adjusted for certain remeasurement of the lease liabilities, if any.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. The lease payments are discounted using the implicit interest rate in the lease. If the rate cannot be readily determined, our incremental rate of borrowing is used. The lease liability is subsequently measured at amortized cost using the effective interest method. The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in our estimate of the amount expected to be payable under a residual value guarantee, if we change our assessment of whether we will exercise a purchase, extension or termination option, or if the underlying lease contract is amended.
We have elected not to separate fixed non-lease components from lease components and instead account for each lease component and associated fixed non-lease components as a single lease component.
We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of finished goods comprises cost of purchase and, where appropriate, other directly attributable costs. It excludes borrowing costs. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs necessary to make the sale.
For the purposes of presentation in the condensed consolidated statements of cash flows, cash consists solely of amounts held in the Company's checking accounts with financial institutions. These balances are available for immediate use and are carried at their nominal amounts, which approximate fair value.