Notes to the unaudited condensed consolidated financial statements
for the 6-month period ended 30 June 2025
1. General information and basis of preparation
Malin Corporation plc (“the Company”) is an Irish incorporated and domiciled public limited company trading on the Euronext Growth Market of Euronext Dublin.
The unaudited consolidated interim financial statements (the “financial statements”) as at and for the 6-month period ended 30 June 2025 (the “interim consolidated financial statements”) include the financial statements of the Company and all of its subsidiary undertakings (together referred to as “the Group” or “Malin”). These interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union (“EU”). They do not include all of the information required for full annual statutory financial statements and should be read in conjunction with the audited consolidated financial statements of Malin Corporation plc as at and for the year ended 31 December 2024, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the EU.
These results are unaudited but were reviewed by the Company’s auditors. The statutory financial statements for the year ended 31 December 2024, together with the independent auditor’s report thereon, are available on the Company’s website, www.malinplc.com. The auditor’s report on those financial statements was not modified.
The interim consolidated financial statements are presented in euro, rounded to the nearest million (€’m) unless otherwise stated. Euro is the functional currency of the Company and also the presentation currency for the Group’s financial reporting. The interim consolidated financial statements are prepared under the historical cost basis, as modified by the measurement at fair value of share-based payments and certain financial instruments.
The preparation of the interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results could differ materially from these estimates. In preparing these interim consolidated financial statements, the critical judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the audited consolidated financial statements as at and for the year ended 31 December 2024 except for the valuation of Viamet where the assumptions around timing of inflows and probability of success were updated for 30 June 2025 based on updated information made available to the Company. The discount rate used for Viamet remains unchanged at 12%.
Cash resources and funding
The Company’s approach to managing cash resources is to ensure as far as possible that it will have sufficient cash resources to:
- Fund its ongoing activities and future capital commitments;
- Ensure funds exist to allow for the selective and efficient deployment of capital in investee company businesses which have potential to create further shareholder value; and
- Maintain sufficient financial resources to mitigate against risks and unforeseen events.
As at 30 June 2025, the Company’s main source of funding is the continued realisation of capital from its investments.
At 30 June 2025, Malin’s corporate cash and cash equivalents balance was €13.7 million.
Going Concern
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, a period of not less than twelve months from the date of approval of this report. For this reason, the Directors continue to adopt the going concern basis of accounting in preparing the interim consolidated financial statements for the 6-month period ended 30 June 2025.
2. Significant accounting policies
Except as described below, the accounting policies applied in these interim consolidated financial statements are consistent with those applied in the audited consolidated financial statements as at and for the year ended 31 December 2024 as none of the newly effective amendments to IFRS standards had an impact on the Group in the 6-month period to 30 June 2025.
New standards or amendments
There were no new standards effective for the period commencing 1 January 2025 that had a material impact on the Group. A number of new standards, amendments to standards and interpretations are not yet effective for the period and have not yet been applied in preparing the financial statements. The Group is in the process of assessing the impact on the financial statements of these new standards and amendments. Management expects no material impact on the Group’s financial statements on adoption of these amendments.
3. Critical accounting estimates and judgments
The critical accounting estimates and judgments applied in these interim consolidated financial statements are consistent with those applied in the audited consolidated financial statements as at and for the year ended 31 December 2024 except for the valuation of Viamet where the assumptions around timing of inflows and probability of success were updated for 30 June 2025 based on updated information made available to the Company. The discount rate used for Viamet remains unchanged at 12%.
5. Administrative expenses
During the 6 month period to 30 June 2025, Malin incurred €1.4 million of recurring corporate cash operating expenses and €0.5 million of non-cash share based payment and depreciation charges (aggregate corporate administrative expenses for the period: €1.9 million).
During the corresponding 6 month period to 30 June 2024, Malin incurred €1.3 million of recurring corporate cash operating expenses and €0.1 million of non-cash share based payments and depreciation charges (aggregate corporate administrative expenses for the period: €1.4 million).
6. Income tax
|
6-month period to 30 June 2025 €’m |
6-month period to 30 June 2024 €’m |
|
Current tax expense |
- |
- |
Deferred tax benefit |
- |
- |
Income tax benefit |
- |
- |
The income tax expense/(benefit) for the period can be reconciled to the expected income tax benefit at the effective rate of tax in Ireland as follows:
|
6-month period to 30 June 2025 €’m |
6-month period to 30 June 2024 €’m |
|
(Loss)/profit before tax |
(6.7) |
- |
Tax at the Irish corporation tax rate of 12.5% |
(0.8) |
- |
Income taxed at rates other than the standard rate of tax |
- |
0.1 |
Expenses not deductible for tax purposes |
1.7 |
2.1 |
Tax losses for which no deferred tax asset is recognised |
- |
(2.2) |
US tax losses no longer available |
(0.9) |
- |
Income tax expense/(benefit) on net loss |
- |
- |
The total deferred tax liability at 30 June 2025 was €2.6 million (31 December 2024: €4.3 million). The deferred tax liability at 30 June 2025 arose from deferred tax recognised on potential future investment realisations and certain investment income.
The total deferred tax asset at 30 June 2025 was €2.6 million (31 December 2024: €4.3 million). The deferred tax asset arises on recognition of losses that can be used against future liabilities of certain investment income and potential future investment realisations.
Deferred tax assets have not been recognised in respect of other tax losses of the Group amounting to €25.7 million (31 December 2024: €26.3 million) because it is not probable that future taxable profits will be available against which the Group can use these tax losses. US tax losses of €7.4 million reported at 31 December 2024 are no longer available following the liquidation of the Group’s US entity in June 2025.
7. Investments in associates
At 30 June 2025, Malin had one associate (31 December 2024: one), which is accounted for using the equity method of accounting.
|
6-month period to 30 June 2025 €’m |
Year to €’m |
|
At 1 January |
17.2 |
16.2 |
Share of net gains of investments in associates: |
||
Income statement – share of profits |
- |
- |
Income statement – net gain on investments in associates |
- |
- |
Income statement – impairment of associates |
(4.8) |
- |
Other comprehensive income – foreign currency translation (loss)/gain |
(1.9) |
1.0 |
At period/year end |
10.5 |
17.2 |
Viamet
Following the sale of Viamet Pharmaceuticals Holdings, LLC’s (“Viamet”) to Mycovia in 2018 and the subsequent FDA approval of VIVJOATM (oteseconazole) in April 2022, Malin will receive regulatory and commercial milestones and ongoing sales royalties linked to the successful development and commercialisation of the drug in at least one indication.
The fair value estimate of Malin’s interest in Viamet, which is based on a discounted cashflow model, has been reduced to €10.5 million at 30 June 2025. Based on the need to complete additional studies to be submitted to the FDA to support an improved label for VIVJOA™, the time involved in this process, and the probability of success, the Company has determined to reduce the carrying value of its investment in Viamet at 30 June 2025. The reduction in the fair value estimate of Malin’s interest in Viamet in the period to 30 June 2025 arises from unfavourable adjustments to the estimated probability of success and to the estimated timing of inflows applied to the discounted cashflow model. The discount rate applied to the discounted cashflow model has remained unchanged in the period to 30 June 2025.
At 30 June 2025, the carrying value of Viamet was higher than the estimated fair value, therefore an impairment charge of €4.8 million was recorded to align the carrying value to the fair value of €10.5 million.
8. Financial assets at FVTOCI
|
6-month period to 30 June 2025 €’m |
Year to €’m |
|
At 1 January |
111.2 |
56.3 |
Cash consideration for financial asset investments |
- |
0.9 |
Return of capital from financial asset investments (including CVRs) |
(116.6) |
(28.5) |
Fair value movement recognised in other comprehensive income |
6.7 |
82.5 |
At period/year end |
1.3 |
111.2 |
The breakdown of the Group’s financial assets at FVTOCI is set out below:
|
30 June 2025 €’m |
31 December 2024 €’m |
|
Unlisted securities: |
||
Xenex |
1.3 |
1.8 |
Listed securities: |
||
Poseida |
- |
109.4 |
At period/year end |
1.3 |
111.2 |
Foreign exchange differences
The total fair value gain of €6.7 million recognised in the 6-month period to 30 June 2025 includes €13.2 million relating to the recognition of the Poseida CVRs offset by fair value losses of €7.2 million and €0.7 million of foreign exchange gains due to the slight strengthening of the US Dollar against the Euro in the period prior to the disposal of Poseida.
9. Trade and other receivables and non-current assets
|
30 June 2025 €’m |
31 December 2024 €’m |
|
Trade and other receivables |
||
Financial assets at FVTPL |
- |
- |
Other current receivables |
0.1 |
0.5 |
0.1 |
0.5 |
|
Other non-current assets |
||
Financial assets at FVTPL |
15.8 |
3.2 |
15.8 |
3.2 |
Poseida
In January 2025, Poseida was acquired by Roche at a price of $9.00 per share in cash at closing, plus contingent value rights (“CVRs”) to receive certain contingent payments of up to $4.00 per share in cash upon achievement of specific future milestones. This resulted in the payment of upfront proceeds of €103.4 million to Malin in January 2025. Through its interest in the CVRs, Malin has the potential to receive up to a further $47.3 million. At 30 June 2025, the fair value estimate of Malin’s interest in the CVRs included within financial assets at FVTPL, amounted to €12.8 million.
Kymab
In April 2021, Sanofi acquired all outstanding shares of Kymab for an upfront payment of approximately $1.1 billion and up to $350 million of contingent consideration upon achievement of specific clinical and commercial milestones. Malin owned approximately 10% of the issued share capital of Kymab and received $112.7 million (€95.4 million) as its share of the upfront payment from Sanofi. In February 2024, Malin received a payment of $7.1 million (€6.5 million) by way of contingent consideration. At 30 June 2025, Malin estimates that the maximum remaining consideration which Malin could receive equates to $7 million and the fair value estimate of Malin’s share of the contingent consideration included within financial assets at FVTPL amounted to €2.1 million at 30 June 2025 (2024: €2.2m).
As at 30 June 2025, Malin also had a €0.9 million (2024: €1.0 million) loan receivable balance with Xenex Disinfection Services, Inc (“Xenex”).
10. Cash and cash equivalents
|
30 June 2025 €’m |
31 December 2024 €’m |
|
Cash held by Malin and Malin corporate subsidiaries |
13.7 |
62.1 |
13.7 |
62.1 |
12. Other reserves
|
Share-based payment reserve €’m |
FVTOCI €’m |
Foreign currency translation reserve €’m |
Other undenominated capital €’m |
Total €’m |
|
At 1 January 2025 |
0.8 |
(59.3) |
0.4 |
0.2 |
(57.9) |
2015 LTIP charges |
- |
- |
- |
- |
- |
Reclassification to other provision |
(0.1) |
- |
- |
- |
(0.1) |
Currency translation: |
|||||
Arising in the period – associates |
- |
- |
(1.9) |
- |
(1.9) |
Arising in the period – subsidiaries |
- |
- |
0.8 |
- |
0.8 |
Reclassification of share-based payment reserve on cancellation of A Ordinary Shares |
- |
- |
- |
- |
- |
Repurchase and cancellation of A Ordinary Shares |
(0.5) |
- |
- |
- |
(0.5) |
Repurchase of Ordinary Shares |
- |
- |
- |
0.2 |
0.2 |
Reclassification of fair value loss from OCI on disposal of investment |
- |
24.3 |
- |
- |
24.3 |
Financial assets at FVTOCI – fair value movement (including foreign currency) |
- |
6.7 |
- |
- |
6.7 |
At 30 June 2025 |
0.2 |
(28.3) |
(0.7) |
0.4 |
(28.4) |
|
Share-based payment reserve €’m |
FVTOCI €’m |
Foreign currency translation reserve €’m |
Other undenominated capital €’m |
Total €’m |
|
At 1 January 2024 |
0.7 |
(122.1) |
(0.7) |
0.2 |
(121.9) |
2015 LTIP charges |
0.1 |
- |
- |
0.1 |
|
Currency translation: |
|||||
Arising in the period – associates |
- |
- |
1.0 |
1.0 |
|
Arising in the period – subsidiaries |
- |
- |
0.1 |
0.1 |
|
Financial assets at FVTOCI – fair value movement (including foreign currency) |
- |
82.5 |
- |
82.5 |
|
Reclassification of accumulated fair value reserves in disposed investments to retained earnings |
- |
(19.7) |
- |
- |
(19.7) |
At 31 December 2024 |
0.8 |
(59.3) |
0.4 |
0.2 |
(57.9) |
Share-based payment reserve
The share-based payment reserve comprises the amounts expensed in the income statement in connection with share-based payments which were unissued at the reporting date.
FVTOCI reserve
The FVTOCI reserve comprises unrealised gains and losses arising from changes in the fair value of financial assets at fair value through other comprehensive income including changes arising from foreign currency translation.
Foreign currency translation reserve
The Group’s foreign currency translation reserve represents all foreign exchange differences arising from the translation of the net assets of Group’s non-euro denominated operations, including the translation of the profits and losses of such operations from the actual rate for the period to the closing rate at the reporting date, as well as the Group’s share of the currency translation adjustment of its associates.
Other undenominated capital
This reserve category comprises a capital redemption reserve arising from the Company buying back and cancelling its ordinary shares.
13. Loss per Ordinary Share
Basic earnings per share is computed by dividing the net profit for the period attributable to ordinary shareholders by the weighted average number of Ordinary Shares outstanding during the period. Diluted earnings per share is computed by dividing the net profit for the period by the weighted average number of Ordinary Shares outstanding and, when dilutive, adjusted for the effect of all potentially dilutive shares, including the outstanding Restricted Stock Units (“RSUs”).
|
6-month period to 30 June 2025 €’m |
6-month period to 30 June 2024 €’m |
|
Numerator: |
||
Net (loss)/profit for the period |
(6.7) |
- |
Net (loss)/profit for the period attributable to equity holders of the parent |
(6.7) |
- |
Net (loss)/profit for the period attributable to non-controlling interest |
- |
- |
Denominator: |
||
Weighted average number of Ordinary Shares outstanding for the period (in millions) |
10.7 |
18.9 |
Impact of outstanding RSUs granted but not yet vested (in millions) |
- |
0.1 |
Diluted weighted average number of Ordinary Shares outstanding for the period (in millions) |
10.7 |
19.0 |
Basic (loss)/earnings per share (euro per share) |
€(0.63) |
€0.00 |
Diluted (loss)/earnings per share (euro per share) |
€(0.63) |
€0.00 |
As at 30 June 2025, there were 45,000 outstanding RSUs (30 June 2024: 115,000) that could potentially have a dilutive impact on earnings per share in the future.
15. Financial instruments
Set out below is a comparison of the carrying amounts and fair values of financial assets and liabilities as at 30 June 2025 and 31 December 2024. The tables do not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. The fair value measurement techniques used are consistent with those described in the audited consolidated financial statements as at and for the year ended 31 December 2024.
30 June 2025 |
31 December 2024 |
|||
|
Carrying amount €’m |
Fair value €’m |
Carrying amount €’m |
Fair value €’m |
|
Financial assets measured at fair value: |
||||
Financial assets at FVTOCI |
1.3 |
1.3 |
111.2 |
111.2 |
Financial assets at FVTPL |
15.8 |
15.8 |
3.2 |
3.2 |
At period/year end |
17.1 |
17.1 |
114.4 |
114.4 |
|
Level 1 €’m |
Level 2 €’m |
Level 3 €’m |
Total €’m |
|
Financial assets measured at fair value: |
||||
Financial assets at FVTOCI (unquoted equity shares) |
- |
- |
1.3 |
1.3 |
Financial assets at FVTOCI (quoted equity shares) |
- |
- |
- |
- |
Financial assets at FVTPL |
- |
- |
15.8 |
15.8 |
At 30 June 2025 |
- |
- |
17.1 |
17.1 |
|
Level 1 €’m |
Level 2 €’m |
Level 3 €’m |
Total €’m |
|
Financial assets measured at fair value: |
||||
Financial assets at FVTOCI (unquoted equity shares) |
- |
- |
1.8 |
1.8 |
Financial assets at FVTOCI (quoted equity shares) |
109.4 |
- |
- |
109.4 |
Financial assets at FVTPL |
- |
- |
3.2 |
3.2 |
At 31 December 2024 |
109.4 |
- |
5.0 |
114.4 |
Fair value hierarchy
All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole, as follows:
- Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
- Level 2 inputs are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly (e.g. quoted prices for similar assets). These are mainly based on prices determined from recent investments in the last twelve months and a review of the individual circumstances of each investee company.
- Level 3 inputs are unobservable inputs for the asset or liability.
Where quoted prices in active markets are not available, the standard identifies three types of valuation techniques that can be applied to estimate fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable (i.e. similar) assets, liabilities, or a group of assets and liabilities, such as a business. The income approach converts future amounts (e.g. cash flows or income and expenses) to a single current (i.e. discounted) amount. The fair value measurement is determined on the basis of the value indicated by current market expectations about those future amounts. The cost approach reflects the amount that would be required currently to replace the service capacity of an asset (often referred to as current replacement cost). The cost approach will only be relevant if the investment was acquired within the previous twelve months and its cost is still considered to be a reasonable approximation to fair value at the measurement date.
The fair value measurement is determined on the basis of the value indicated by current market expectations about those future amounts.
Fair value of cash at bank and in hand
For cash at bank and in hand, the carrying value is deemed to reflect a reasonable approximation of fair value.
Fair value of borrowings
The fair value of borrowings is measured by discounting contractual cash flows at prevailing market interest and exchange rates.
Fair value of financial assets at FVTOCI
Financial assets at FVTOCI are remeasured to fair value at each reporting date. Any gains or losses arising on de-recognition of such assets will remain in equity and will not be recycled to the income statement. Fair value movements in the period to 30 June 2025 are recognised in the statement of other comprehensive income as a movement through the FVTOCI reserve account.
The Group’s financial assets at FVTOCI were not traded in active markets at 30 June 2025.
The fair value of Malin’s investment in Xenex Disinfection Services, Inc. was determined having considered prior financing round valuations and market and risk inputs of comparative peers.
The main assumption applied to investee company valuations based on a market-multiple methodology is the valuation multiple. This multiple is derived from comparable companies. Companies in the same industry and geography, and, where possible, with a similar business model and profile are selected and then adjusted for factors including liquidity risk, growth potential and relative performance. The fair value of Malin’s investment in Xenex has decreased in the period reflecting concerns over the recoverability of the investment.
Fair value of financial assets at FVTPL
The fair value of financial assets at FVTPL are judgemental in nature and include elements of estimation uncertainty such as timing of receipt of potential contingent consideration, the probability of success and the discount rate used. Malin use all available information to determine these assumptions and the financial assets at FVTPL are remeasured to fair value at each reporting date. At 30 June 2025, the carrying value of financial assets at FVTPL is deemed to reflect their fair value.
For the fair value of the Poseida CVRs and the Kymab contingent consideration, reasonable possible changes at 30 June 2025 to one of the significant unobservable inputs, holding other inputs constant, would have the following effects on the carrying value of the financial assets:
|
Increase €’m |
Decrease €’m |
|
Poseida CVRs: |
||
Discount rate (1% movement) |
(0.3) |
0.3 |
Probability of success (5% movement) |
1.8 |
(1.8) |
Kymab contingent consideration: |
||
Discount rate (1% movement) |
(0.1) |
0.1 |
Probability of success (5% movement) |
0.1 |
(0.1) |
17. Events after the reporting date
There were no events subsequent to the reporting date that require disclosure in, or amendment to, the interim financial statements.
18. Approval of financial statements
The Board of Directors approved the interim consolidated financial statements for the 6-month period ended 30 June 2025 on 26 August 2025.