25 March 2024
Ocean Harvest Technology
Group plc
("OHT" or the
"Company")
Annual Results Announcement
for the Year Ended 31 December 2023 and Notice of
AGM
Ocean Harvest Technology Group Plc
(AIM: OHT), a leading researcher, developer and supplier of
proprietary blended seaweed products as functional additives for
the global animal feed industry, announces its results for the year
ended 31 December 2023 and gives notice of its AGM.
Highlights
· 28%
growth in sales revenue from OHT's proprietary
OceanFeedTM product year on year
· Significant increase in gross margin from 31% to
38%
· Strengthening of Intellectual Property position with two
patents granted and multiple successful trial results, pushing OHT
further ahead in the innovation of seaweed blends as an animal feed
additive
· Doubling the volume of seaweed sourced, advancing OHT's
leadership in global seaweed supply
· Cash of €2.6 million and a receivables financing facility of
up to €2 million in place, putting OHT in a strong financial
position
· A
solid outlook for 2024 with sales growth expected from a number of
channels
Operational Performance
OHT is pleased to announce its
first set of full year financial results as a publicly listed
company with 28% growth in the sales of its core proprietary
OceanFeedTM product. This growth was driven through the
addition of 15 new customers through the year, both in existing
markets, and with first time sales in India, Korea and Taiwan.
Pleasingly the company had good revenue growth in the UK and has
also achieved product registration in Brazil which will be a new
market for 2024.
To facilitate this growth the
Company has doubled the amount of seaweed it has sourced in 2023 as
compared to 2022. This has been driven by investment and expansion
with existing suppliers and the opening up of additional harvesting
regions in South East Asia and eastern Africa.
OHT has made significant strides
in the development of its Intellectual Property portfolio. The
Company recently announced that it had been granted a patent
covering the claims that its seaweed blends have a pre-biotic
effect which leads to increased growth rates and/or improved feed
efficiency in a wide range of animals. This provides a significant
competitive advantage and was in addition to the patent granted in
2023 which covered the claims that OHT's products
improve the quantity and/or quality of eggs
produced by egg laying birds. In addition to the patents, OHT was
pleased to announce successful results from a number of animal feed
trials demonstrating the performance benefits of using
OceanFeedTM in swine, poultry and aqua diets as well as
the superior performance observed in the presence of disease
challenges in poultry and shrimp.
Summary of 2023 annual results
The Company has prepared the
following financial summary, in addition to the attached financial
statements, in the same format as previous announcements to ensure
consistency of approach and comparability.
|
Year
ended Year
ended
31-Dec-23
31-Dec-22
|
|
€'000
|
€'000
|
Product revenue
|
3,029
|
2,513
|
Other revenue
|
339
|
495
|
Reported revenue
|
3,368
|
3,008
|
Cost of goods sold
|
(2,230)
|
(2,229)
|
Gross Margin
|
1,138
|
779
|
Gross Margin % Product
revenue
|
38%
|
31%
|
Overheads excluding IPO costs,
share based payments, depreciation and finance costs
|
(3,321)
|
(3,164)
|
Adj EBITDA
|
(2,183)
|
(2,385)
|
Finance expense
|
(66)
|
(212)
|
Depreciation &
Amortisation
|
(226)
|
(207)
|
Other
|
(55)
|
13
|
Adj Earnings
|
(2,530)
|
(2,791)
|
IPO transaction costs
|
(763)
|
-
|
Share based payments
|
(185)
|
(109)
|
Profit (loss) before tax
|
(3,478)
|
(2,900)
|
Outlook
The Company is excited about the
enormous potential to capitalise on the growing demand for
sustainable and natural ingredients which improve the profitability
and sustainability of feeding production animals. We continue to
have good visibility over revenue growth supported by our solid
revenue base from long standing repeat customers and the strength
and depth of the future sales pipeline.
The Company is in a strong
financial position. It had cash of €2.6 million as at the end of
2023 and since the end of the 2023 financial year has secured a
receivables financing facility which enables the Company to draw up
to €2 million. With the growth in its supply chain the Company
believes it can improve its working capital efficiency and cashflow
outlook by reducing the number of days inventory it holds and it
has also conducted preliminary feasibility work on capacity
expansion options which are less capital intensive than previously
estimated.
Mark Williams, CEO of OHT, commented:
"The Company is growing quickly and this reflects the
increasing demand from customers to include our proprietary seaweed
blends in the diets of the animals they feed. We are very pleased
with the growth of our seaweed supply chain during the year to
underpin this increase in sales and the achievements in R&D and
other intellectual property development that will help drive future
growth.
OHT's seaweed blends have consistently demonstrated that they
improve the performance, profitability and sustainability of
livestock when included in their diets. These are key success
factors that our customers are seeking to achieve. Our seaweeds are
sustainably sourced, our products have one of the lowest carbon
footprints of all animal feed ingredients and our sourcing activity
generates material economic benefits for the harvesters
involved.
OHT is well placed for the year ahead to extend our position
as a leading provider of blended seaweed additives to the animal
feed industry. We look forward to significant progress in
2024."
Notice of AGM
OHT's Annual General Meeting will
be held on Thursday 25 April at 1.00pm and that the notice of
Annual General Meeting will been sent to shareholders and is
available on the OHT plc website at www.oceanharvesttechnology.com.
For more information please
contact:
Ocean Harvest Technology Group plc
|
Tel:
+44 (0) 1737 735018
|
Mark Williams, CEO
Chris Scott, CFO
|
|
|
|
Cavendish Capital Markets Limited (Nominated Adviser and Sole Broker)
|
Tel:
+44 020 7220 0500
|
Geoff Nash / Seamus Fricker /
George Dollemore (Corporate Finance)
Tim Redfern / Harriet Ward
(ECM)
|
|
|
|
Notes to Editors
Ocean Harvest Technology Group plc
is a global leader in the development and commercialisation of
value adding proprietary products from blending multiple species of
seaweed. The Company provides a range of natural additives focused
on improving animal performance and the sustainability of the feed
chain, through its unique and proven proprietary seaweed blends.
The Company sources its seaweed globally, utilising sustainable and
socially responsible harvesting of largely wild blooming seaweed
species. Its products are produced in its facility in Vietnam and
sold into the $40bn animal feed additive sector in multiple markets
across the world.
For more information, please
visit www.oceanharvesttechnology.com.
Chairman's statement
Solid progress in our first year as a public
company
I am delighted to announce, on
behalf of the Board, OHT's first set of full year results following
the successful admission of the Company to trading on AIM in April
2023. I would also like to take this opportunity to thank our
longer term shareholders for their ongoing support and to welcome
all our new shareholders.
Strategy
Ocean Harvest Technology's
business model is centred on creating blended seaweed feed
additives that deliver a number of specific benefits across
multiple animal species based on the polysaccharides and other
bioactive ingredients present in particular species of
seaweeds.
Through its research and
development ('R&D') programme, the Company continues to build a
portfolio of intellectual property and has had commercial success
in selling its products as ingredients to improve the efficiency,
profitability and sustainability of the animal feed chain by
delivering improvements in animal gut health.
Our core OceanFeedTM
product has demonstrated benefits across multiple species through
improved growth rates, feed efficiency and lower mortality rates.
OceanFeedTM has a lower carbon footprint than additives
produced from land-based plants and generates significant economic
benefits in the communities where our seaweed raw material is
harvested.
Ocean Harvest Technology's
ambition is to continue to pioneer the use of proprietary blended
seaweed ingredients to the global animal feed industry.
We expect to grow sales in this
large global market, driving profits and increased value for our
shareholders and other stakeholders.
Highlights of the year under review
The funds raised at IPO have
enabled the Company to focus on its strategic growth objectives of
investing and strengthening its global sales and marketing effort,
building out its supply chain and continuing to invest in R&D
to innovate and enhance the Company's existing product offering in
the growing markets that it operates in.
The Company achieved total revenue
for the year of €3.4 million (2022: €3.0 million) with a
significantly improved gross margin of 38% on its product revenue.
Pleasingly, there has been strong momentum in customer wins
throughout the year from our growing pipeline of trials with 15 new
customers onboarded including our first penetration into the Indian
market. In addition, Ocean Harvest Technology has grown its supply
chain to new regions including East Africa and the
Philippines.
Board and Governance
At the time of the IPO, we
strengthened the Board with the appointments of David Tilston and
Professor Christine Maggs as Non-Executive Directors and Stephen
Walker shortly thereafter, each of whom bring additional expertise
and experience to our discussions.
As a Board, we are committed to
promoting the highest standards of corporate governance and
ensuring effective communication with shareholders. We remain
focused on ensuring the Company delivers on its long-term growth
strategy and is run in a sustainable and socially responsible
manner with a strong level of governance oversight from the Board
of Directors.
People
We have a wealth of knowledge and
experience across the business and our people are core to OHT's
success. I would like to thank everyone for their hard work during
the year and for building the platform for OHT's future
growth.
I would like to welcome Chris
Scott to the Company, who joined as CFO and Executive Director post
year end, and Nico Stein who recently joined as Chief Commercial
Officer. We recently announced that Hadden Graham will retire
during 2024, I would like to thank him for all his contribution to
our Company and for his ongoing support during the transition
period this year. We have also announced that after many years on
the Board, Tom Onions will not be seeking re-election at the next
AGM, I thank Tom for his valuable service.
Outlook
The Board believes that OHT has
enormous potential to capitalise on the growing demand for
sustainable and natural ingredients which improve the profitability
and sustainability of feeding production animals. This is supported
by our solid revenue base from long-standing repeat customers and
the strength and depth of the future sales pipeline.
The Company anticipates that
upcoming R&D trial data will further demonstrate the wide and
expanding range of additional benefits provided by its feed
additives, which the Directors believe will enable OHT to attract
additional new customers and access new markets within the animal
nutrition industry.
The market drivers for our
business are supportive and we look forward to reporting further
progress in the year ahead.
Ashley Head
Chairman
CEO's Statement
Growing current and future revenue from sales of our
proprietary seaweed blends
This has been a significant year
for Ocean Harvest Technology. We successfully joined AIM in April
2023, an important milestone on our journey as a listed business
towards investing for future growth.
OHT is pioneering the use of
blended seaweed additives in the animal feed industry. The business
has continued to grow in 2023, driven by the acquisition of new
customers, the expansion of our supply chain and continued
investment in research and development.
Delivering our strategic ambitions
OHT has a strong position within a
growing market. Our strategy is focused on three core areas:
Research and Development; Sales and Marketing; and Seaweed Supply.
Underpinning these is a portfolio of animal feed additives made
from a blend of seaweeds which have a proven pre-biotic effect in
livestock and companion animals.
Research and Development
The Company has conducted
extensive R&D to demonstrate the many benefits of its products.
Research has shown that OHT's products both improve gut health and
lead to a number of benefits in livestock including higher growth
rates, improved feed efficiency and lower mortality, which together
contribute to improved profitability and sustainability of
livestock production.
OHT's Research and Development
activities during the year have been divided into:
i) Supporting potential customers to conduct trials of
OceanFeedTM in their own production systems to generate
near term sales growth; and
ii)
Conducting trials to demonstrate additional
applications of OceanFeedTM in various animal species to
support future sales growth.
The key results of trials conducted
during 2023 include the following:
· A
laying hen trial confirmed improvements in both egg production and
feed efficiency when birds were fed an OceanFeedTM Poultry supplemented
diet. These performance improvements materially increased income
per hen
· A
catfish trial demonstrated that fish fed with OceanFeedTM Aqua in their diets
had higher feed intake and weight gain, leading to a substantial
increase in final live weight.
· A
trial with juvenile shrimp where OceanFeedTM Aqua improved both
weight gain and feed efficiency, thus reducing production
costs. OceanFeedTM Aqua also
helped reduce mortality in a disease challenge trial run in
parallel.
· A
commercial swine trial reported material improvements in feed
efficiency in piglets with OceanFeedTM Swine included in
their diet. OceanFeedTM Swine successfully replaced a
combination of seven conventional gut health additives.
· A
research institution led study demonstrating significantly improved
survivability of poultry in the presence of a Necrotic Enteritis
challenge which is a major disease faced by the poultry
sector.
· During 2023, the Company was also granted its first patent.
Patent No: GB 2594432 is focused on the efficacy of
OceanFeedTM in layer hens and protects the claim made by
the Company that use of a seaweed blend as a feed supplement for
egg laying birds improves the quantity and/or quality of eggs
produced.
· Subsequent to the year end, on 20 February 2024, the Company
was granted its second patent (GB2594433B). This patent protects a
number of claims which are key for OHT's business including OHT's
specific seaweed blend can improve body weight and feed efficiency
in a host animal through acting as a prebiotic and favourably
altering the composition of the intestinal microbiome.
New Customer Acquisition
OHT sells its products into the
global animal nutrition market, primarily those customers who
either produce animal protein at large scale or manufacture the
feed that is used in animal production. OHT sold products to over
45 customers during 2023. The customer base is global with
approximately 50% of revenue earned from customers in the Americas,
30% from those in Europe, Middle East and Africa and 20% from the
Asia Pacific region. During 2023, OHT made sales for the first time
to Taiwan, South Korea and India, and achieved good growth in the
UK and North America. OHT recently achieved product registration in
Brazil, clearing the way for sales into that large animal nutrition
market.
The majority of OHT's new customers
are operating in the swine and poultry sectors, areas where the
Company has particularly strong data supporting the performance
benefits of its OceanFeedTM products.
Product revenue for 2023 was €3.0
million, up from €2.5 million in 2022, with the growth being
underpinned by a 28% increase in revenue from the sale of
OceanFeedTM products from €1.86 million to €2.39
million. OceanFeedTM is the Company's higher margin
product, made from OHT's proprietary blend of seaweeds for specific
animal species. Our customers include OceanFeedTM as an
additive in their animal feeds and hence we see very consistent
sales revenue from a customer once they have included the product
in their diets.
Our sales of single seaweed
products were €0.64 million, roughly the same as recorded in 2022.
Whilst our focus is on maximizing revenue from the sales of
OceanFeedTM, which our trial data shows delivers
superior performance for our customers, single seaweed sales are
helpful in enabling the Company to scale its seaweed supply chain
and can be useful in gaining access to new customers for future
blended product sales.
The growth in
OceanFeedTM sales contributed to the increase in OHT's
gross margin to 37.6% in 2023 (2022: 31.0%), as a result of
production efficiency improvements and a shift in product mix
towards the higher margin OceanFeedTM
products.
We have continued to grow the
pipeline of trials where potential customers use the
OceanFeedTM product to demonstrate product efficacy in
their own production systems before adopting the product in their
diets. As at the end of 2023, there were 20 customer trials either
recently completed, ongoing or scheduled, which is an increase from
the start of the year.
Seaweed Sourcing and Processing
The Company has continued to expand
its supply chain, on-boarding new suppliers in new and existing
markets for its key seaweed species. We have commenced sourcing
seaweed from East Africa for the first time during 2023 and
returned to sourcing from the Philippines where we had not sourced
from since before the pandemic. We have onboarded new suppliers in
Indonesia and increased volumes from existing suppliers in that
important supply region. Our visibility and confidence of future
seaweed supplies has grown with these developments, which will
support the Company's continued growth.
In addition, the Company entered
into a strategic arrangement with a supplier of brown seaweed in
Ireland, which has committed supply to the Company at favourable
pricing for at least the next two years. We are progressing the
development of similar arrangements with other seaweed
suppliers.
As well as the Company having
improved visibility of much greater volumes of seaweed supply
available to it, it has achieved an improvement in the quality of
the seaweed it has sourced. Through having lower levels of sand,
moisture, plastic and other physical impurities, OHT has achieved
material improvements in production efficiencies when processing
its finished products. This has contributed to the improvement in
the Company's gross margin in 2023.
Our Vietnam facility had the full
use of the second grinding line which was installed and
commissioned in late 2022. In addition to providing increased
volume capacity of the facility, we have observed that the
efficiency of this new line has also contributed to lower yield
losses when processing the seaweed raw material. This has also
contributed to our margin improvement.
Environmental Factors
OHT is very proud of the multiple
sustainability, environmental and social benefits that are
generated from the sourcing of its seaweed and the use of its
OceanFeedTM products.
OHT sources wild blooming red,
green and brown seaweeds, the majority of which are invasive and
can cause ecological damage if they are not removed from the areas
where they are harvested.
During the year we commissioned an
independent party to conduct a Life Cycle Analysis (LCA) of our
OceanFeedTM product and calculate its carbon footprint.
The findings of this work were that OceanFeedTM has a
significantly lower carbon footprint than the majority of other
ingredients and additives used in animal feed. Seaweed uses no
arable land, fresh water or fertiliser when it grows naturally.
Furthermore, due to the carbon capture benefits of the seaweed and
the reduced feed consumption benefits of using
OceanFeedTM as an additive, we have calculated that
every tonne of OceanFeedTM used leads to a ten tonne
reduction in CO2 equivalent emissions from the animal feed
chain.
OHT sourced over 3,000 dry weight
tonnes of raw seaweed during 2023. This has generated tens of
thousands of euros for each of the multiple communities which
harvest the seaweed. In many of these communities this seaweed
harvesting forms an instrumental component of the income generating
activity, often alongside fishing and seaweed cultivation. We have
observed that the harvesting and drying of OHT's wild blooming
seaweed has tended to employ the use of female members of the
community who previously had limited opportunity for income
generation.
Global Seaweed Market
OHT operates at the heart of the
global seaweed market and is one of the only globally commercially
viable seaweed feed ingredient businesses in a global feed
additives market worth US$40bn growing at c. 6% p.a. In August
2023, the World Bank stated in its Global Seaweed Report 2023 that
it views seaweed as a high growth input to many developing
industries. In particular:
· The top four opportunities cited for new growth in seaweed
applications are Animal Feed, Pet Feed, Methane Reduction Additives
and Biostimulants.
· In
discussing the animal feed and pet feed opportunities the report
cites the pre-biotic effect of seaweed, and states the improvements
in feed efficiency, production economics and anti-biotic
replacement ability of seaweed.
· The
report cites OceanFeedTM as a product that delivers
specific benefits to animals, quoting the performance benefits of
OceanFeedTM Bovine and OceanFeedTM
Swine.
· It
acknowledges the challenge in building the supply chain but goes on
to say that OHT is a company that has already built a supply chain
that gives it access to high volumes of seaweed.
· The
report cites the three key challenges in growing an industry of
seaweed ingredients for animal and pet feed as:
o having the R&D to demonstrate product efficacy;
o having a new customer onboarding timeline; and
o building the supply chain.
This independent analysis supports
our conviction around the major drivers for our business and our
strategy to exploit them.
Conclusion and Outlook
The Company has strong revenue
momentum and continues to onboard new customers. There is good
visibility of further growth in 2024 driven by:
· the
stable revenue base provided by long standing, repeat
OceanFeedTM customers;
· newly
acquired customers that are increasing their usage of
OceanFeedTM and are expected to use the product for the
full year in 2024;
· existing customers who have trialed or are trialing
OceanFeedTM products for additional applications with in
their business;
· further new customers wins which in aggregate represent a
pipeline of approximately €15 million revenue potential from
OceanFeedTM annual sales. It is important to note that
nearly all of these potential customers are trialing the product
for applications for which OHT has already demonstrated efficacy;
and
· ongoing demand from customers demanding single seaweed
products.
The Company has a strong pipeline
of research trials where customers trial OceanFeedTM to
replicate in their own production systems the efficacy that OHT has
demonstrated in its trials. This can be key to winning new customer
orders. OHT currently has trials scheduled or in progress with over
20 potential customers, an increase in the size of our customer
trial pipeline since the start of the year. The pipeline of
customer trials represents potential annual product revenue of
approximately €15 million, which is an increase from the €5 million
pipeline at the start of the year. The growth in the value of this
customer pipeline provides the key visibility of OHT's revenue
growth opportunity for the coming years.
The medium to longer term outlook
for the business also remains very strong. The market backdrop
remains supportive of OHT's products with customers looking for
more sustainable feed additives which improve animal production
metrics and can replace existing additives such as antibiotics,
other synthetic additives and feed ingredients from land based
plants. The global market for animal feed additives is estimated to
be valued over US$40 billon per annum. Whilst the current value of
potential revenue from OHT's customer trial pipeline of
approximately €15 million is only a small share of this, it
demonstrates the growth potential to OHT from the on-boarding of
these customers which are currently engaged and interested in using
its OceanFeedTM products.
A number of our existing and
potential customers are facing challenges in their own markets.
Shrimp producers, for example, have suffered declines in prices for
their harvest and feed manufacturers generally have had to endure
material increases in costs over the past year. This can make the
timing and process of onboarding new customers challenging as they
turn their attention to manage their own internal profitability
issues. Whilst this could impact the timing of a new customer's
onboarding OceanFeedTM into their feeds, we do not
believe these factors fundamentally impact the overall demand from
customers to trial our products which can provide the performance,
efficiency and sustainability improvements that they are
seeking.
The Company's own R&D program
during the coming year is designed to demonstrate additional
benefits of using OceanFeedTM as an additive in animal
feeds for various species. This includes key trials in beef and
dairy cattle for both performance and enteric methane emissions,
salmon performance and health data as well as sow performance and
fertility data. The data demonstrating these additional
applications is expected to help generate further growth in future
years over and above the growth which the markets for the Company's
existing applications offer.
We expect to maintain the
improvements the Company achieved in gross margin on the sale of
OceanFeedTM during 2023 and aim to further improve on
that margin. We believe this is achievable through a combination of
monitoring and adjusting price levels for customers, achieving
production efficiencies on increased throughput in our facility and
from the benefits of more efficient sourcing of high quality
seaweed raw material.
The outlook for OHT's supply of
seaweed remains strong and supportive of the Company's continued
growth. OHT has worked with existing suppliers to help them access
additional biomass and has also been developing new geographic
regions for seaweed supply. Some of these new regions are
expected to come online during 2024. In addition to providing
access to increased volumes, OHT's recent work on its supply chain
has helped improve the quality of the seaweed it is sourcing and to
better manage any volatility in price or volume from specific
geographic areas. OHT hopes to further
develop strategic projects with some of its suppliers during 2024
to create greater alignment with these suppliers as the basis for
long term supply partnerships.
OHT has also been reviewing its
working capital requirements and future capacity expansion options
in an effort to reduce the amount of cash that these can require.
With the recent improvements in the reliability of our seaweed
supply chain we will begin reducing the number of days sales of
inventory that we hold. We are in the process of reviewing various
options to increase capacity as it is required and believe that
this could be done more cost effectively through an expansion of
our existing Vietnam site or utilizing third party manufacturers
before looking to build a new facility in another
market.
We have ambitious targets. We are
operating in a very large market with a product which has
demonstrated it brings many economic and sustainability benefits to
customers. We have a well developed and expanded supply chain to
serve this market and we have an R&D program which is designed
to further expand our addressable market. We look forward to
executing our growth plan and are grateful to all of our
shareholders for their support.
The Strategic Report has been
approved by the Board of Directors.
On behalf of the Board
Mark Williams
CFO's Statement
Strong revenue growth, reduced losses, stronger balance
sheet
The Company has prepared the
following financial summary, in addition to the attached financial
statements. This summary shows its product revenue and separates
the other revenue it records which is a reimbursement of shipping
arranged by OHT on behalf of its customers and on which it does not
charge a margin. Adjusted EBITDA excludes IPO costs, share based
payments, other income/expenses. 2022 comparatives in the table
below are updated to reflect this definition.
|
Year
ended Year
ended
31-Dec-23
31-Dec-22
|
|
€'000
|
€'000
|
Product revenue
|
3,029
|
2,513
|
Other revenue
|
339
|
495
|
Reported revenue
|
3,368
|
3,008
|
Cost of goods sold
|
2,230
|
2,229
|
Gross Margin
|
1,138
|
779
|
Gross Margin % Product
revenue
|
38%
|
31%
|
Overheads excluding IPO costs,
share based payments, depreciation and finance costs
|
(3,321)
|
(3,164)
|
Adj EBITDA
|
(2,183)
|
(2,385)
|
Finance expense
|
(66)
|
(212)
|
Depreciation &
Amortisation
|
(226)
|
(207)
|
Other
|
(55)
|
13
|
Adj Earnings
|
(2,530)
|
(2,791)
|
IPO transaction costs
|
(763)
|
-
|
Share based payments
|
(185)
|
(109)
|
Profit (loss) before tax
|
(3,478)
|
(2,900)
|
Key Performance Indicators
The Company has identified that the
Key Performance Indicators it should measure for the business
include Product Revenue growth, Gross Margin, EBITDA and its cash
balance.
Revenue
Product revenue grew 21% to €3.0
million (2022: €2.5 million). The product revenue on our
OceanFeedTM products grew more impressively by 28% to €2.4 million (2022
€1.9 million), whereas the sales of the single seaweeds were flat
for the year at €0.6 million. The table below shows the steady
growth we have recorded in OceanFeedTM revenue, whereas the
revenue from single seaweed species is less predictable in each
period.
€000's
|
H1
|
H2
|
H1
|
H2
|
H1
|
H2
|
|
2021
|
2021
|
2022
|
2022
|
2023
|
2023
|
OceanFeedTM
|
526
|
883
|
822
|
1,038
|
1,130
|
1,255
|
Single Seaweed
|
84
|
14
|
130
|
523
|
446
|
198
|
Total Product Revenue
|
610
|
897
|
952
|
1,561
|
1,576
|
1,453
|
The growth in
OceanFeedTM product revenue was driven from new customer acquisition and
an increase in average selling prices. The Company sold significant
volumes of its proprietary blended seaweed products to over 45
customers, increasing from the 30 sold to during 2022. The Company
sold OceanFeedTM
products for the first time in 2023 to customers
in Taiwan, Korea, India and also commenced sales to one of the
largest UK animal feed pre-mix companies.
The Company has been able to
increase average selling prices by demonstrating the significant
financial benefits of using its products to new customers and
through eliminating selling concessions which the Company had
offered to customers in previous years in response to the high
shipping costs resulting primarily from the Covid-19 pandemic. The
average selling price achieved on our
OceanFeedTM products in 2023 was €1,743 per tonne, an increase of 8% on
the level achieved in 2022.
Profitability
The Company recorded gross margin
of €1.14 million in the year vs €0.78 million achieved last year.
Gross margins have benefited from the increases in average selling
prices but also from expanded seaweed sourcing with improved
quality, and therefore better production yields. The gross margin
of 38% on product revenue in 2023 is a substantial increase on the
equivalent margin of 31% recorded in 2022. We believe that we will
be able to further improve gross margin through operational
leverage as we scale the business further.
Operating expenses excluding IPO
costs and shared based payments have been kept at similar levels,
recording €3.3 million in 2023, an increase of just 5% on 2022.
This led to an adjusted earnings loss of €2.5 million in the year
vs a loss of €2.8 million in 2022. Accordingly an adjusted EBITDA
loss of €2.2 million was recorded for the year against a €2.4
million loss in 2022.
The Company also recorded
non-operating expenses in the year of €0.9 million which included
IPO transaction expenses including legal, professional and advisory
costs, and share based payments. The total reported loss for the
year after these items has increased to a loss of €3.5 million from
€2.9 million in 2022 primarily due to these items.
EPS
Basic loss per share of €0.031 has
reduced from a loss of €0.044 in 2022.
Cash Flow and Balance Sheet
Net cash outflow from operating
activities was €2.1 million (2022: €2.4 million), impacted by
working capital increases from inventory build, particularly of
semi-finished goods to support sales volume growth, and trade
debtors increased in line with sales growth.
Net cash used in investing
activities was €0.3 million (2022: €0.3 million) with investment in
the Vietnam manufacturing facility, R&D activity and systems
development costs.
Net cash generated from financing
activities was €4.9 million (2022: €1.9 million) with IPO gross
proceeds of €6.9 million significantly improving cash flow. All of
the convertible loan notes which were previously outstanding were
converted into shares in the Company, in addition the IPO proceeds
were used to repay the working capital facility that it had with
one of its shareholders, hence the Company is in a strong financial
position and has no external debt.
Total assets at year end increased
to €6.5 million (2022: €3.7 million) through higher cash balance,
trade debtors and inventory.
Net Assets at year end increased to
€6.0 million (2022: €0.4 million).
At the end of 2023, the Company had
net cash of €2.6 million and also had €0.3 million receivable from
government VAT refunds.
Events occurring since 31 December 2023
Since the year end the Company has
entered into a receivables purchasing facility which enables it to
draw down up to €2,000,000 worth of finance against specific trade
receivables.
There have not been any further
material events since 31 December 2023.
Additional Information
Additional information relating to
Ocean Harvest Technologies, can be found on the Company's website
at www.oceanharvesttechnology.com
Christopher Scott
Consolidated Statement of Total Comprehensive
Income
FOR THE YEAR
ENDED 31 DECEMBER 2023
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
Notes
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Revenue
|
|
4
|
|
3,367,646
|
|
3,008,296
|
Cost of sales
|
|
|
|
(2,229,858)
|
|
(2,229,108)
|
Gross profit
|
|
|
|
1,137,788
|
|
779,188
|
|
|
|
|
|
|
|
Administrative expenses
|
|
|
|
(3,836,933)
|
|
(3,476,495)
|
Other operating income
|
|
|
|
50,327
|
|
9,004
|
Operating loss
|
|
5
|
|
(2,648,818)
|
|
(2,688,303)
|
|
|
|
|
|
|
|
Finance expense
|
|
7
|
|
(65,504)
|
|
(212,380)
|
IPO transaction costs
|
|
|
|
(763,315)
|
|
-
|
Loss
before taxation
|
|
|
|
(3,477,637)
|
|
(2,900,683)
|
|
|
|
|
|
|
|
Taxation
|
|
8
|
|
71,639
|
|
64,817
|
Loss
for the year
|
|
|
|
(3,405,998)
|
|
(2,835,866)
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
|
|
Items that may be subsequently
reclassified to profit or loss:
|
|
|
|
|
|
|
Currency translation
differences
|
|
|
|
12,159
|
|
50,321
|
Other comprehensive income, net of tax
|
|
|
|
12,159
|
|
50,321
|
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
|
|
|
(3,393,839)
|
|
(2,785,545)
|
|
|
|
|
|
|
|
Earnings per share from continuing
operations:
|
|
|
|
|
|
|
Basic and diluted loss per
share
|
|
9
|
|
(0.031)
|
|
(0.044)
|
|
|
|
|
|
|
|
The results above relate to
continuing operations.
Consolidated Statement of Financial Position
AS AT 31
DECEMBER 2023
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
Notes
|
|
€
|
|
€
|
|
€
|
Assets
|
|
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
10
|
|
184,208
|
|
20,617
|
|
8,923
|
Property, plant, and
equipment
|
|
11
|
|
398,788
|
|
346,521
|
|
124,212
|
Right-of-use asset
|
|
12
|
|
40,492
|
|
219,075
|
|
363,910
|
Loan receivable
|
|
13
|
|
50,000
|
|
-
|
|
-
|
Total non-current assets
|
|
|
|
673,488
|
|
586,213
|
|
497,045
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
14
|
|
1,595,664
|
|
1,251,027
|
|
1,040,074
|
Inventories
|
|
15
|
|
1,450,884
|
|
629,865
|
|
729,868
|
Corporation tax receivable
|
|
|
|
71,269
|
|
62,412
|
|
48,507
|
Cash and cash equivalents
|
|
16
|
|
2,598,501
|
|
1,194,440
|
|
1,739,935
|
Total current assets
|
|
|
|
5,716,318
|
|
3,137,744
|
|
3,558,384
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
6,389,806
|
|
3,723,957
|
|
4,055,429
|
|
|
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Share capital
|
|
17
|
|
1,477,482
|
|
761,448
|
|
761,448
|
Share premium
|
|
17
|
|
8,104,571
|
|
-
|
|
-
|
Share-based payment
reserve
|
|
|
|
294,367
|
|
109,456
|
|
-
|
Merger reserve
|
|
|
|
26,932,455
|
|
26,932,455
|
|
26,932,455
|
Foreign exchange reserve
|
|
|
|
(35,680)
|
|
(47,839)
|
|
(98,160)
|
Retained losses
|
|
|
|
(30,807,666)
|
|
(27,401,668)
|
|
(24,565,802)
|
Total equity
|
|
|
|
5,965,529
|
|
353,852
|
|
3,029,941
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
|
Lease liability
|
|
12
|
|
-
|
|
74,504
|
|
322,845
|
Total non-current liabilities
|
|
|
|
-
|
|
74,504
|
|
322,845
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
18
|
|
376,663
|
|
436,534
|
|
227,154
|
Convertible loan notes
|
|
19
|
|
-
|
|
2,285,030
|
|
-
|
Lease liability
|
|
12
|
|
47,614
|
|
170,514
|
|
61,130
|
Borrowings
|
|
20
|
|
-
|
|
403,523
|
|
414,359
|
Total current liabilities
|
|
|
|
424,277
|
|
3,295,601
|
|
702,643
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
424,277
|
|
3,370,105
|
|
1,025,488
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities
|
|
|
|
6,389,806
|
|
3,723,957
|
|
4,055,429
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Changes in Equity
FOR THE YEAR
ENDED 31 DECEMBER 2023
|
|
Share
capital
|
|
Share
premium
|
|
Share-based payment
reserve
|
|
Merger
reserve
|
|
Foreign exchange
reserve
|
|
Retained
losses
|
|
Total
equity
|
|
|
€
|
|
€
|
|
€
|
|
€
|
|
€
|
|
€
|
|
€
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2022
|
|
761,448
|
|
-
|
|
-
|
|
26,932,455
|
|
(98,160)
|
|
(24,565,802)
|
|
3,029,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2,835,866)
|
|
(2,835,866)
|
Other comprehensive income
|
|
-
|
|
-
|
|
-
|
|
-
|
|
50,321
|
|
-
|
|
50,321
|
Total comprehensive income for the
year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
50,321
|
|
(2,835,866)
|
|
(2,785,545)
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
|
-
|
|
-
|
|
109,456
|
|
-
|
|
-
|
|
-
|
|
109,456
|
As at 31 December 2022
|
|
761,448
|
|
-
|
|
109,456
|
|
26,932,455
|
|
(47,839)
|
|
(27,401,668)
|
|
353,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(3,405,998)
|
|
(3,405,998)
|
Other comprehensive loss
|
|
-
|
|
-
|
|
-
|
|
-
|
|
12,159
|
|
-
|
|
12,159
|
Total comprehensive income for the
year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
12,159
|
|
(3,405,998)
|
|
(3,393,839)
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share placing
|
|
434,093
|
|
6,511,388
|
|
-
|
|
-
|
|
-
|
|
-
|
|
6,945,481
|
Conversion of convertible loan
notes
|
|
281,941
|
|
2,220,658
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,502,599
|
Issue costs
|
|
-
|
|
(627,475)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(627,475)
|
Share-based payments
|
|
-
|
|
-
|
|
184,911
|
|
-
|
|
-
|
|
-
|
|
184,911
|
Total transactions with
owners
|
|
716,034
|
|
8,104,571
|
|
184,911
|
|
-
|
|
-
|
|
-
|
|
9,005,516
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2023
|
|
1,477,482
|
|
8,104,571
|
|
294,367
|
|
26,932,455
|
|
(35,680)
|
|
(30,807,666)
|
|
5,965,529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
Notes
|
|
€
|
|
€
|
Cash
flows from operating activities
|
|
|
|
|
|
|
Loss before taxation
|
|
|
|
(3,477,637)
|
|
(2,900,683)
|
Adjustments for:
|
|
|
|
|
|
|
Depreciation of property, plant and
equipment
|
|
11
|
|
67,066
|
|
51,685
|
Loss on derecognition of right-of-use
assets
|
|
12
|
|
-
|
|
153,232
|
Amortisation of intangible
assets
|
|
10
|
|
26,250
|
|
-
|
Depreciation of right-of-use
assets
|
|
12
|
|
133,012
|
|
|
Finance expense
|
|
7
|
|
65,504
|
|
212,380
|
(Profit)/loss on disposal of
property, plant and equipment
|
|
11
|
|
(1,199)
|
|
1,426
|
Foreign exchange differences on
convertible loan note
|
|
|
|
182,321
|
|
-
|
Share-based payment
|
|
23
|
|
184,911
|
|
109,456
|
IPO transaction costs
|
|
|
|
763,315
|
|
-
|
Net
cash used in operating activities before changes in working
capital
|
|
|
|
(2,056,457)
|
|
(2,372,504)
|
|
|
|
|
|
|
|
(Increase)/decrease in
inventories
|
|
15
|
|
(821,019)
|
|
100,003
|
Increase in trade and other
receivables
|
|
14
|
|
(294,267)
|
|
(210,953)
|
Decrease/(increase) in trade and
other payables
|
|
18
|
|
(59,871)
|
|
210,959
|
Cash used in operating
activities
|
|
|
|
(3,231,614)
|
|
(2,272,495)
|
|
|
|
|
|
|
|
Taxation received
|
|
|
|
62,412
|
|
50,914
|
Net
cash used in operating activities
|
|
|
|
(3,169,202)
|
|
(2,221,581)
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
Purchase of property, plant and
equipment
|
|
11
|
|
(131,590)
|
|
(273,752)
|
Purchase of intangible
assets
|
|
10
|
|
(190,134)
|
|
(11,694)
|
Net
cash used in investing activities
|
|
|
|
(321,724)
|
|
(285,446)
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
Proceeds from issue of share
capital
|
|
17
|
|
6,945,481
|
|
-
|
Cost of share issue
|
|
17
|
|
(1,390,790)
|
|
-
|
Proceeds from convertible loan
notes
|
|
19
|
|
-
|
|
2,160,030
|
Interest paid on
borrowings
|
|
7
|
|
(13,339)
|
|
(49,890)
|
Other interest paid
|
|
7
|
|
(247)
|
|
(207)
|
Repayment of borrowings
|
|
|
|
-
|
|
(10,836)
|
Loan paid to supplier
|
|
13
|
|
(100,000)
|
|
-
|
Repayment of related party
loan
|
|
20
|
|
(403,523)
|
|
-
|
Principal paid on lease
liabilities
|
|
12
|
|
(151,415)
|
|
(147,976)
|
Interest paid on lease
liabilities
|
|
12
|
|
(16,670)
|
|
(38,862)
|
Net
cash generated from financing activities
|
|
|
|
4,869,497
|
|
1,912,259
|
|
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
|
|
|
|
1,378,571
|
|
(594,768)
|
|
|
|
|
|
|
|
Cash and cash equivalents at
beginning of year
|
|
|
|
1,194,440
|
|
1,739,935
|
Effects of foreign exchange rate
movements
|
|
|
|
25,490
|
|
49,273
|
Cash
and cash equivalents at end of year
|
|
|
|
2,598,501
|
|
1,194,440
|
|
|
|
|
|
|
|
Note 24 discloses significant
non-cash transactions in relation to the Group's investing
activities.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1. Corporate
information
Ocean Harvest Technology Group Plc
(the "Company") is a public limited Company, incorporated and
domiciled in the UK. The Company is listed on the AIM market of the
London Stock Exchange. The address of the registered office is 41
London Road, Reigate, England, RH2 9RJ. The registered number of
the Company is 13411717.
The principal activity of the
Company together with its subsidiary undertakings (the "Group") is
that of researching, developing, and selling seaweed and ancillary
products, largely in the animal feed sector.
2. Accounting
policies
(a) Basis of preparation
The Group's consolidated financial
statements have been prepared in accordance with UK-adopted
international accounting standards ("IAS") and with the
requirements of the Companies Act 2006 as applicable to companies
reporting under IFRS. The consolidated financial statements have
been prepared on historical cost basis and are presented in Euros
(€).
The preparation of financial
statements in conformity with IFRS requires the use of certain
critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's
accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the financial statements are disclosed in note
3.
These are the Group's first annual
consolidated financial statements prepared in accordance with IFRS;
the Group previously prepared its annual consolidated financial
statements under FRS 102 'The Financial Reporting Standard
applicable in the UK and Republic of Ireland' ("FRS 102").
Therefore, the requirements of IFRS 1 'First-time adoption of
First-time Adoption of International Financial Reporting Standards'
("IFRS 1") have been applied in these consolidated financial
statements. The date of transition to IFRS is 1 January 2022 and
the explanation of transition adjustments is included in note
29.
(b) Going concern
The Directors continue to adopt the
going concern basis in the preparation of the financial statements
as it is confident of the Group continuing operations into the
foreseeable future.
The Board's forecasts for the Group
include revenue from existing business, additional future revenues
from anticipated new lines of business, potential future capital
in-flows, continued operating losses, projected cash-burn of the
Group (and taking account of reasonably possible changes in trading
performance and also changes outside of expected trading
performance) for a minimum period of at least twelve months from
the date of approval of these financial statements.
The financial statements have been
prepared on the going concern basis which the Directors believe to
be appropriate for the following reasons. The Directors have
prepared cash flow forecasts for a 12-month period from the date of
approval of these financial statements. These have been prepared
taking into account trading performance, bank and loan facilities
available. They have applied a range of sensitivities to these
forecasts and such forecasts and analysis have indicated that
sufficient funds should be available to enable the Group to
continue in operational existence for a period of at least 12
months from the date of approval of these financial statements by
meeting its liabilities as they fall due for payment.
The Group's business activities,
together with the factors likely to affect its future development,
performance and position are set out in the Chairman's
statement.
The financial statements at 31
December 2023 show that the Group generated a loss for the year of
€3.4 million (2022: €2.9 million); with cash used in operating
activities of €3.3 million (2022: €2.3 million). Group balance
sheet also showed cash reserves at 31 December 2023 of €2.6 million
(2022: €1.2 million).
(c) New and amended standards and
interpretations
The Directors intend to adopt new
and amended standards and interpretations, if applicable, when they
become effective. At the date of approval of these financial
statements, the following standards and interpretations which have
not been applied in these financial statements were in issue for
the period beginning 1 January 2024 but not yet
effective:
· Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current and
Amendments to IAS 1: Classification of Liabilities as Current or
Non-current - Deferral of Effective Date - effective 1 January
2024
· Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Noncurrent - Deferral
of Effective Date - effective date 1 January 2024
· Amendments to IFRS 16 Leases: Lease Liability in a Sale and
Leaseback - effective date 1 January 2024
The directors do not expect that
the adoption of these standards will have a material impact on the
financial information of the Group or Company in future
periods.
(d) Basis of consolidation
The consolidated financial
statements incorporate the financial statements of the Company and
entities controlled by the Company. Control is achieved when the
Group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those
returns through its power over the investee.
Generally, there is a presumption
that a majority of voting rights results in control. To support
this presumption and when the Group has less than a majority of the
voting or similar rights of an investee, the Director considers all
relevant facts and circumstances in assessing whether it has power
over an investee, including:
· The
contractual arrangement with the other vote holders of the
investee;
· Rights
arising from other contractual arrangements; and
· The
Group's voting rights and potential voting rights.
The Directors re-assess whether or
not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of
control. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from
the date that control ceases. Assets, liabilities, income and
expenses of a subsidiary acquired or disposed of during the period
are included in the consolidated financial statements from the date
the Group gains control until the date the Group ceases to control
the subsidiary.
Where necessary, adjustments are
made to the financial statements of subsidiaries to bring the
accounting policies used in line with those used by other members
of the Group.
All intragroup assets and
liabilities, equity, income, expenses, and cash flows relating to
transactions between members of the Group are eliminated in full on
consolidation.
(e) Foreign currencies
The functional currency for each
entity in the Group is the currency of the primary economic
environment in which the entity, or each branch within an entity,
operates. The consolidated financial statements are presented in
Euros, which is the Group's presentational currency.
Transactions in currencies other
than the functional currency of each entity are recorded at the
exchange rate on the date the transaction occurred. 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 year end exchange
rates, are recognised in the statement of total comprehensive
income.
On consolidation, the results of
each entity in the Group with a non-Euro functional currency are
translated into Euro at rates approximating to those ruling when
the transactions took place. All assets and liabilities of these
entities are translated at the rate ruling at the reporting date.
The resulting exchange differences are recognised in other
comprehensive income and accumulated in the foreign exchange
reserve.
(f) Segment Reporting
Operating segments are reported in
a manner consistent with the internal reporting provided to the
chief operating decision-maker ("CODM"). The CODM, who is
responsible for allocating resources, making strategic decisions,
and assessing performance of the operating segments, has been
identified as the Board of Directors. The CODM has determined there
is one single operating segment, the provision of seaweed
products.
(g) Revenue recognition
IFRS 15 "Revenue from Contracts
with Customers" is a principle-based model of recognising revenue
from contracts with customers. It has a five-step model that
requires revenue to be recognised when control over goods and
services are transferred to the customer.
The Group earns revenue relating to
the sale of animal feed through direct sales. Revenue is recognised
at a point in time when the relevant performance obligation is
satisfied. The Directors consider the control over goods is
transferred to the customer at point of shipment. The performance
obligation is considered to be satisfied when the Group dispatches
a product to a customer and the bill of lading is signed. Contracts
with customers do not contain a financing component or any element
of variable consideration.
Other revenue has been recognised
for income generated through shipping and delivery of
products.
Invoices are raised at the point of
shipment. As the Directors consider the significant risks and
rewards of ownership of the goods to be transferred at this point,
revenue is subsequently measured at this point and does not give
rise to any contract assets or liabilities. New customers are
required to make a payment on account prior to their first order
which are recognised as contract liabilities.
Revenue is measured as the fair
value of the consideration received or receivable, excluding
discounts, rebates, value added tax and other sales
taxes.
(h)
Finance income and expense
Finance income comprises of bank
interest received and is recognised in profit or loss when it is
earned.
Finance expense comprises of interest
payable, lease interest and interest on convertible loan notes
which are expensed in the year in which they are
incurred.
(i) Taxation
Income tax expense represents the
sum of the current tax and deferred tax charge for the year.
Current and deferred tax is recognised in profit or loss, except to
the extent that it relates to items recognised in other
comprehensive income or directly in equity in which case the tax is
also recognised in other comprehensive income or directly in
equity, respectively.
Current tax
Current tax payable is based on the
taxable profit for the year calculated on the basis of the tax
rates and tax laws used to compute the amount are those that are
enacted or substantively enacted at the reporting date in the
countries where the Group operates and generates taxable
income.
Deferred tax
Deferred tax is recognised on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases and is
accounted for using the balance sheet liability method.
Deferred tax is calculated at the
tax rates that have been enacted or substantively enacted and are
expected to apply in the period when the liability is settled, or
the asset realised.
Deferred tax assets are recognised
to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be
utilised.
Where applicable, the Group claims
research and development tax reliefs in accordance with the Small
and Medium Sized Enterprise R&D Relief Scheme. Projects are
assessed by the Directors to ensure the claims made fit the
criteria and definitions set out by the UK HM Revenue and
Customs.
(j)
Employee benefits: pension obligations
The Group operates a defined
contribution plan for its employees. A defined contribution plan is
a pension plan under which the Group pays fixed contributions into
a separate entity. Once the contributions have been paid the Group
has no further payment obligations.
The contributions are recognised as
an expense in profit or loss when they fall due. Amounts not paid
are shown in accruals as a liability in the statement of financial
position.
(k) Research and development
Research and development
expenditure that does not meet the criteria of an intangible asset
is recognised as an expense as incurred. Development costs are only
capitalised after technical and commercial feasibility of the asset
for sale or use have been established. There must be a clear
intention to complete the asset and generate future economic
benefit from it. If the costs incurred cannot be reliability
distinguished between the research phase and development phase,
then all costs are expensed as research costs within administrative
costs in the consolidated statement of total comprehensive income.
Capitalised costs include development trials designed to
demonstrate to additional customers the market applications of this
product and by providing them with additional data showing results
of how the core benefits of the product manifests in particular
applications. Development costs are amortised over a 3-year period
on project completion.
(l) Intangible assets
Intangible assets are recognised at
cost and are subsequently measured at cost less accumulated
amortisation and accumulated impairment losses.
Intangible assets comprise
internationally registered patents and patent applications for
natural and sustainable seaweed formulae that replace synthetic
additives in fish and animal feed. Amortisation is recognised on a
straight-line basis over their estimated useful lives, which are
deemed to be the life of the patents. Amortisation charge is
included within administrative expenses in the consolidated
statement of total comprehensive income.
(m) Property, plant and equipment
Property, plant and equipment is
stated at cost less accumulated depreciation and any accumulated
impairment losses. Depreciation is provided on all property, plant
and equipment to write off the cost less estimated residual value
of each asset over its expected useful economic life on a
straight-line basis at the following rates:
Leasehold
improvements over the period of
the lease
Plant and
machinery
15% straight line
Fixtures and
fittings
20% reducing balance
Computers
20% straight line
Motor
vehicles
25% straight line
The assets' residual values and
useful lives are reviewed, and adjusted if appropriate, at the end
of each reporting period.
Subsequent costs are included in
the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the
item can be measured reliably. The carrying amount of the replaced
part is derecognised. All other repairs and maintenance are charged
to profit or loss during the year in which they are
incurred.
Gains and losses on disposals are
determined by comparing the proceeds with the carrying amount and
are recognised in profit or loss.
(n)
Inventories
Inventories are stated at the lower
of cost or net realisable value. Cost includes all expenses
directly attributable to the manufacturing process as well as
suitable portions of related production overheads, based on normal
operating capacity. Net realisable value is the amount that can be
realised from the sale of the inventory in the normal course of
business after allowing for the costs of realisation. An allowance
is recorded for obsolescence and slow-moving items.
(o)
Leases
At inception of a contract, the
Directors assess whether a contract is, or contains, a lease. A
contract is, or contains, a lease if 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, the
Group assesses whether: an identified physically distinct asset can
be identified; and the Group has the right to obtain substantially
all of the economic benefits from the asset throughout the period
of use and has the ability to direct the use of the asset over the
lease term being able to restrict the usage of third parties as
applicable.
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 12 months or less.
A lease will qualify for the low
value asset exemption if the underlying asset is not dependant on,
or highly interrelated with, other leased assets and the value of
the leased asset is less than €5,000.
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.
On initial recognition, the carrying
value of the lease liability also includes:
· amounts expected to be payable under any residual value
guarantee;
· the
exercise price of any purchase option granted in favour of the
Group if it is reasonably certain to access that option;
and
· any
penalties payable for terminating the lease, if the term of the
lease has been estimated on the basis of the termination option
being exercised.
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 depreciated on a
straight-line basis over the remaining term of the lease or over
the remaining economic life of the asset if, rarely, this is judged
to be shorter than the lease term.
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 at the revised discount rate applicable at the date of
estimation. 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.
(p) Impairment of non-financial assets
Assets that are subject to
depreciation or amortisation are assessed at each reporting date to
determine whether there is any indication that the assets are
impaired. Where there is any indication that an asset may be
impaired, the carrying value of the asset or cash generating unit
("CGU") to which the asset has been allocated is tested for
impairment. An impairment loss is recognised for the amount by
which the asset's carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset's (or 'CGU's) fair
value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash flows (CGUs).
Non-financial assets that have been previously impaired are
reviewed at each reporting date to assess whether there is any
indication that the impairment losses recognised in prior periods
may no longer exist or may have decreased.
(q) Equity and reserves
An equity instrument is any
contract that evidences a residual interest in the assets of a
Company after deducting all of its liabilities. Equity instruments
issued are recorded at the proceeds received net of direct issue
costs.
Share capital
Represents the nominal value of shares that have been issued.
Share premium
Represents the amount subscribed
for share capital in excess of nominal value less issue
costs.
Share-based payment reserve
Represents the cumulative
share-based payment charge for options that are
outstanding.
Merger reserve
Merger reserve represents the
difference between the carrying value of net assets acquired and
the nominal value of the shares issued in the share-for-share
exchange as a result of merger accounting that took place in
2021.
Foreign exchange reserve
Represents the cumulative foreign
exchange differences.
Retained losses
Retained earnings relate to
cumulative net gains and losses less distributions made.
(r) Share-based payments
Equity-settled share-based payment
transactions with employee and others providing similar services
are at the fair value of the equity instruments at the grant
date.
The grant date fair value of
share-based payment awards is recognised in profit or loss, with a
corresponding increase in the share options reserve, over the
period that the employees become unconditionally entitled to the
awards.
The amount recognised as an expense
is adjusted to reflect the number of awards for which the related
service and non-market performance conditions are expected to be
met, such that the amount ultimately recognised as an expense is
based on the number of awards that meet the related service and
non-market performance conditions at the vesting date.
For share-based payment awards with
non-vesting conditions, the grant-date fair value of the
share-based payment is measured to reflect such conditions and
there is no true-up for differences between expected and actual
outcomes.
Market vesting conditions are
factored into the fair value of the award at grant date. As long as
all other vesting conditions are satisfied, a charge is made
irrespective of whether market vesting conditions are satisfied.
The cumulative expense is not adjusted for failure to achieve a
market vesting condition.
When share-based payments awards
are exercised, the Company issues new shares. The proceeds
received, net of any directly attributable transaction costs, are
credited to share capital and the share premium account. The fair
value of the awards exercised or forfeited prior to vesting and
previously recognised in the share options reserve is transferred
to accumulated losses for capital maintenance purposes.
(s) Cash and cash equivalents
Cash and cash equivalents are
financial assets and include cash at bank and in hand and short
term highly liquid deposits which are subject to an insignificant
risk of changes in value. Bank overdrafts are shown within
borrowings in current liabilities.
(t) Financial assets
The Group's financial assets are
measured at amortised cost and comprise trade and other
receivables, cash and cash equivalents and a loan to a Group
supplier. These assets are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market. They arise principally through the provision of the
sale of goods.
Trade receivables are recognised
initially at the amount of consideration that is unconditional,
unless they contain significant financing components when they are
recognised at fair value. They are subsequently measured at
amortised cost using the effective interest method, less expected
credit loss ("ECL") allowance.
Other receivables are initially
recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently
carried at amortised cost using the effective interest rate method,
less ECL allowance.
The loan to the Group supplier is
initially recognised at fair value and is subsequently carried at
amortised cost using the effective interest rate method.
Impairment provisions for trade
receivables are recognised based on the simplified approach within
IFRS 9 'Financial Instruments' ("IFRS 9") using the lifetime
expected credit losses. The ECL balance is determined based on
historical data available to management in addition to forward
looking information utilising management knowledge. For trade
receivables, which are reported net; such provisions are recorded
in a separate provision account with the loss being recognised
within administrative expenses in profit or loss. On confirmation
that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated
provision.
Impairment provisions for other
receivables are recognised based on the general impairment model
within IFRS 9. In doing so, the Group follows the 3-stage approach
to expected credit losses. Step 1 is to estimate the probability
that the debtor will default over the next 12 months. Step 2
considers if the credit risk has increased significantly since
initial recognition of the debtor. Finally, Step 3 considers if the
debtor is credit impaired, following the criteria under IFRS
9.
(u)
Financial liabilities
All financial liabilities are
recognised in the statement of financial position when the Group
becomes a party to the contractual provision of the
instrument.
The Group's financial liabilities
measured at amortised cost comprise trade payables, other payables,
accruals, lease liabilities, borrowings and convertible loan notes.
It does not include other taxation, social security and deferred
income.
These financial liabilities are
initially measured at fair value net of any transaction costs
directly attributable to the issue of the instrument and are
subsequently measured at amortised cost using the effective
interest rate method.
The effective interest method is a
method of calculating the amortised cost of a financial liability
and of allocating interest expense over the relevant period. The
effective interest rate is the rate that exactly discounts
estimated future cash payments (including all fees and points paid
or received that form an integral part of the effective interest
rate, transaction costs and other premiums or discounts) through
the expected life of the financial liability to the amortised cost
of a financial liability.
3. Critical accounting estimates and
judgements
The preparation of the financial
information in compliance with IFRS requires the use of certain
critical accounting estimates. It also requires the Directors to
exercise judgement and use assumptions in applying the Group's
accounting policies. The resulting accounting estimates calculated
using these judgements and assumptions will, by definition, seldom
equal the related actual results but are based on historical
experience and expectations of future events. The Directors believe
that the estimates utilised in preparing the financial information
are reasonable and prudent critical accounting judgements and
estimates.
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
judgements and key sources of estimation uncertainty that have a
significant effect on the amounts recognised in the financial
information is discussed below:
Key accounting
judgements
Research and development
Under IAS 38 Intangible assets, the Directors must
assess whether an R&D project in the research phase, when costs
incurred are expensed, or in the development phase, when the costs
incurred are capitalised. This requires judgement over the
technical and commercial feasibility of the project. Total costs
capitalised in the year ended 31 December 2023 was €190,134 (2022:
€nil).
Key accounting estimates and
assumptions
Discount rates
IFRS 16 states that the lease
payments shall be discounted using the lessee's incremental
borrowing rate where the rate implicit in the lease cannot be
readily determined. Accordingly, all lease payments have been
discounted using the incremental borrowing rate ("IBR"). The IBR
has been determined by management using a range of data including
current economic and market conditions, review of current debt and
capital within the Group, lease length and comparisons against
seasoned corporate bond rates and other relevant data points. A
range between 10.24%. - 12.66% has been adopted.
Useful economic lives of tangible and intangible
assets
The annual depreciation and
amortisation charge for tangible and intangible assets is sensitive
to changes in the estimated useful economic lives and residual
values of the assets. The useful economic lives and residual values
are re-assessed annually. They are amended, when necessary, to
reflect current estimates, based on technological advancement,
future investments, economic utilisation, and the physical
condition of the assets.
Share-based payments
The Directors are required to
determine the fair value of equity-settled share-based payments and
recognise this as an expense over the period in which the employees
become unconditionally entitled to the awards. Therefore, the
Directors are required to estimate the fair value of the
share-based payments using an option valuation model and need to
estimate inputs such as volatility. Where necessary, the directors
use an external specialist. In addition to this, the terms of the
share-based payments are such that the Directors are required to
estimate the number of options expected to vest, and the time
period over which these options are expected to vest. The Directors
re-assess this estimate at each reporting period. Please refer to
note 23 for information on estimates and judgements
used.
Carrying value of inventories
Inventories are valued at the lower
cost and net realisable value. Net realisable value includes, where
necessary, provisions for slow moving and obsolete stocks.
Calculation of these provisions requires judgements to be made,
which include forecasts of consumer demand, the promotional,
competitive, and economic environment and inventory loss
trends.
Estimation of trade receivable provisions
The estimation of the
recoverability of the trade receivables has a significant impact
throughout the year. The Group measures any impairment of the trade
receivables using an expected credit loss model and recognises the
lifetime expected losses on all trade receivables.
4. Revenue
All of the Group's revenue was
generated from the sale of goods and was recognised at a point in
time. The Group considers the control over goods is transferred to
the customer at the point of shipment which is when the revenue is
recognised.
The CODM reviews the Group's
internal reporting in order to assess performance and allocate
resources. The CODM has determined that there is one single
operating segment, the provision of seaweed products.
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
Revenue split by type
|
|
|
|
|
|
|
Product sales
|
|
|
|
3,029,327
|
|
2,513,071
|
Other revenue
|
|
|
|
338,319
|
|
495,225
|
|
|
|
|
3,367,646
|
|
3,008,296
|
Other revenue relates to delivery
income where delivery costs incurred on behalf of the customer are
recharged.
Revenue generated by the Group have
been generated from the following geographic regions:
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
Geographic split
|
|
|
|
|
|
|
Europe
|
|
|
|
1,017,556
|
|
708,040
|
North America
|
|
|
|
1,847,777
|
|
1,606,208
|
South America
|
|
|
|
-
|
|
240,902
|
Asia
|
|
|
|
502,313
|
|
453,146
|
|
|
|
|
3,367,646
|
|
3,008,296
|
|
|
|
|
|
|
|
3 customers make up 10% or more of
revenue for the period ending 31 December 2023 (2022:
4):
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
Revenue from customers
|
|
|
|
|
|
|
Customer 1
|
|
|
|
817,465
|
|
525,851
|
Customer 2
|
|
|
|
528,438
|
|
677,554
|
Customer 3
|
|
|
|
426,121
|
|
212,484
|
Customer 4
|
|
|
|
-
|
|
28,707
|
Other customers
|
|
|
|
1,595,622
|
|
1,563,700
|
|
|
|
|
3,367,646
|
|
3,008,296
|
|
|
|
|
|
|
|
5. Operating loss
Operating loss for the year has
been arrived at after charging the following items:
|
|
Note
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Employee benefit expenses
|
|
6
|
|
1,890,458
|
|
1,676,834
|
Depreciation of property, plant and
equipment
|
|
11
|
|
67,066
|
|
51,685
|
Depreciation of right-of-use
assets
|
|
12
|
|
133,012
|
|
153,232
|
Amortisation of intangible
assets
|
|
10
|
|
26,250
|
|
2,339
|
Share-based payments
|
|
23
|
|
184,911
|
|
109,456
|
Exchange difference
|
|
|
|
105,106
|
|
(4,863)
|
Inventory impairment
|
|
|
|
40,573
|
|
42,913
|
|
|
|
|
|
|
|
Auditors' remuneration
During the year, the Group obtained
the following services from the Group's auditors:
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
€
|
|
€
|
|
|
|
|
|
Fees payables for the audit of the
Group's annual accounts
|
|
47,290
|
|
30,000
|
Fees payables for the audit of the
Company's subsidiaries
|
|
34,603
|
|
49,928
|
Fees payables for all other pre-IPO
non-audit services
|
|
201,848
|
|
100,000
|
|
|
283,741
|
|
179,928
|
|
|
|
|
|
6. Employee benefit
expenses
Employee benefit expenses consisted
of the following:
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
€
|
|
€
|
|
|
|
|
|
Wages and salaries
|
|
1,556,791
|
|
1,439,753
|
Social security contributions and
similar taxes
|
|
134,471
|
|
118,764
|
Pension costs
|
|
14,285
|
|
8,861
|
Share-based payment
expenses
|
|
184,911
|
|
109,456
|
|
|
1,890,458
|
|
1,676,834
|
|
|
|
|
|
The average monthly number of
employees during the year was:
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
Number
|
|
Number
|
|
|
|
|
|
Directors
|
|
8
|
|
7
|
Employees
|
|
42
|
|
31
|
Total
|
|
50
|
|
38
|
|
|
|
|
|
Further details of Directors'
remuneration are included in note 25.
7. Finance expense
Finance expense is outlined
below:
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Interest on borrowings
|
|
|
|
13,339
|
|
49,890
|
Interest on lease
liabilities
|
|
|
|
16,670
|
|
38,862
|
Interest on convertible loan
notes
|
|
|
|
35,248
|
|
123,421
|
Other interest paid
|
|
|
|
247
|
|
207
|
|
|
|
|
65,504
|
|
212,380
|
8. Taxation
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
Current tax
|
|
|
|
|
|
|
Current taxation on loss for the
year
|
|
|
|
-
|
|
-
|
R&D tax credit
|
|
|
|
(71,639)
|
|
(64,817)
|
Total current tax
|
|
|
|
(71,639)
|
|
(64,817)
|
|
|
|
|
|
|
|
Deferred tax
|
|
|
|
|
|
|
Obligation and reversal of temporary
differences
|
|
|
|
-
|
|
-
|
Total deferred tax
|
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
Total tax credit
|
|
|
|
(71,639)
|
|
(64,817)
|
|
|
|
|
|
|
|
The total tax credits for the
periods presented differ from the standard rate of corporate tax in
the UK. The differences are explained below:
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Loss for the year
|
|
|
|
(3,477,637)
|
|
(2,900,683)
|
|
|
|
|
|
|
|
Tax at the applicable rate of
23.5%
(2022:19%)
|
|
|
|
(817,245)
|
|
(551,130)
|
Expenses not deductible for
tax
|
|
|
|
218,557
|
|
-
|
Additional deduction for R&D
expenditure
|
|
|
|
(78,055)
|
|
(64,817)
|
Effect of tax losses not recognised
as deferred tax assets
|
|
|
|
611,877
|
|
551,130
|
Other differences leading to an
decrease in tax charge
|
|
|
|
(6,773)
|
|
-
|
Total tax credit for the
year
|
|
|
|
(71,639)
|
|
(64,817)
|
|
|
|
|
|
|
|
The main rate of UK corporation tax
was 23.5% for the year ended 31 December 2023 (2022: 19%). From 1
April 2023 the UK Government increased the corporation tax rates to
25% on profits above €284,000. Companies with profits of €57,000 or
less will be taxed at 19% and companies with profits between
€57,000 and €284,000 will pay tax at 25% that is reduced by
marginal relief on a sliding scale.
The Group has tax losses relating
to the UK and Ireland carried forward as at 31 December 2023 of
€17,496,375 (2022: €15,449,334) which can be carried forward
indefinitely.
The Group has Vietnamese tax losses
carried forward as at 31 December 2023 of €1,520,134 (VND
40,762,678,527) (2022: €1,600,997 (VND 40,613,199,683). The losses
relating to Vietnam may be carried fully and consecutively for a
maximum of five years. Carryback of losses is not
permitted.
No deferred tax asset has been
recognised in respect of these losses due to uncertainty over
future taxable profits.
9. Loss per share
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Loss for the year from continuing
operations
|
|
|
|
(3,405,998)
|
|
(2,835,866)
|
|
|
|
|
|
|
|
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
Number
|
|
Number
|
|
|
|
|
|
|
|
Weighted average number of ordinary
shares for the purpose of calculating basic earnings per
share
|
|
|
|
110,095,106
|
|
63,999,613
|
|
|
|
|
|
|
|
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Basic and diluted loss per
share
|
|
|
|
(0.031)
|
|
(0.044)
|
The loss incurred by the Group means
that the effect of any outstanding options would be anti-dilutive
and is ignored for the purposes of the diluted loss per share
calculation. Details of the share options are set out in note
23.
|
10. Intangible assets
|
|
|
|
Development
costs
|
|
Patents and
licences
|
|
Total
|
|
|
|
|
€
|
|
€
|
|
€
|
Cost
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
-
|
|
15,602
|
|
15,602
|
Additions
|
|
|
|
-
|
|
14,033
|
|
14,033
|
Exchange rate differences
|
|
|
|
-
|
|
61
|
|
61
|
At 31 December 2022
|
|
|
|
-
|
|
29,696
|
|
29,696
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
190,134
|
|
-
|
|
190,134
|
Exchange rate differences
|
|
|
|
(373)
|
|
-
|
|
(373)
|
At 31 December 2023
|
|
|
|
189,761
|
|
29,696
|
|
219,457
|
|
|
|
|
|
|
|
|
|
Amortisation
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
-
|
|
6,679
|
|
6,679
|
Charge for the year
|
|
|
|
-
|
|
2,339
|
|
2,339
|
Exchange rate differences
|
|
|
|
-
|
|
61
|
|
61
|
At 31 December 2022
|
|
|
|
-
|
|
9,079
|
|
9,079
|
|
|
|
|
|
|
|
|
|
Charge for the year
|
|
|
|
21,190
|
|
5,060
|
|
26,250
|
Exchange rate differences
|
|
|
|
(80)
|
|
-
|
|
(80)
|
At 31 December 2023
|
|
|
|
21,110
|
|
14,139
|
|
35,249
|
|
|
|
|
|
|
|
|
|
Net
book value
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
|
|
168,651
|
|
15,557
|
|
184,208
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
|
|
-
|
|
20,617
|
|
20,617
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
-
|
|
8,923
|
|
8,923
|
Amortisation charges are included
within operating expenses in the consolidated statement of total
comprehensive income. Development costs in prior years were
immaterial.
11. Property, plant, and
equipment
|
|
Leasehold
improvements
|
|
Plant and
machinery
|
|
Fixtures and
fittings
|
|
Computers
|
|
Motor
vehicles
|
|
Total
|
|
|
€
|
|
€
|
|
€
|
|
€
|
|
€
|
|
€
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
52,980
|
|
733,271
|
|
141,539
|
|
39,615
|
|
73,833
|
|
1,041,238
|
Additions
|
|
-
|
|
269,322
|
|
3,819
|
|
611
|
|
-
|
|
273,752
|
Disposals
|
|
-
|
|
-
|
|
(9,761)
|
|
(24,774)
|
|
-
|
|
(34,535)
|
Exchange rate differences
|
|
-
|
|
13,197
|
|
(126)
|
|
-
|
|
-
|
|
13,071
|
At 31 December 2022
|
|
52,980
|
|
1,015,790
|
|
135,471
|
|
15,452
|
|
73,833
|
|
1,293,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
-
|
|
58,097
|
|
-
|
|
73,493
|
|
-
|
|
131,590
|
Disposals
|
|
(52,980)
|
|
(205,689)
|
|
(100,047)
|
|
(1,404)
|
|
(32,720)
|
|
(392,840)
|
Exchange rate differences
|
|
-
|
|
(45,001)
|
|
-
|
|
(10)
|
|
-
|
|
(45,011)
|
At 31 December 2023
|
|
-
|
|
823,197
|
|
35,424
|
|
87,531
|
|
41,113
|
|
987,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
52,980
|
|
652,644
|
|
124,484
|
|
33,641
|
|
53,277
|
|
917,026
|
Charge for the year
|
|
-
|
|
23,873
|
|
5,672
|
|
1,585
|
|
20,555
|
|
51,685
|
Eliminated due to
disposals
|
|
-
|
|
-
|
|
(8,336)
|
|
(24,773)
|
|
-
|
|
(33,109)
|
Exchange rate differences
|
|
-
|
|
11,225
|
|
178
|
|
-
|
|
-
|
|
11,403
|
At 31 December 2022
|
|
52,980
|
|
687,742
|
|
121,998
|
|
10,453
|
|
73,832
|
|
947,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year
|
|
-
|
|
60,836
|
|
1,425
|
|
4,805
|
|
-
|
|
67,066
|
Eliminated due to
disposals
|
|
(52,980)
|
|
(205,689)
|
|
(100,758)
|
|
(1,892)
|
|
(32,720)
|
|
(394,039)
|
Exchange rate differences
|
|
-
|
|
(31,817)
|
|
-
|
|
261
|
|
1
|
|
(31,555)
|
At 31 December 2023
|
|
-
|
|
511,072
|
|
22,665
|
|
13,627
|
|
41,113
|
|
588,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
book value
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
-
|
|
312,125
|
|
12,759
|
|
73,904
|
|
-
|
|
398,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
-
|
|
328,048
|
|
13,473
|
|
4,999
|
|
1
|
|
346,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
-
|
|
80,627
|
|
17,055
|
|
5,974
|
|
20,556
|
|
124,212
|
Depreciation is charged to
operating expenses within the statement of total comprehensive
income.
12. Leases
The Group leases assets in the
jurisdictions from which it operates with all lease payments,
in-substance, fixed over the lease term. Where there are leasehold
properties which hold a variable element to lease payments made
these are not fixed and not capitalised as part of the right of use
asset. All expected future cash out flows are reflected within the
measurement of the lease liabilities at each year end.
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
Number
|
|
Number
|
|
Number
|
|
|
|
|
|
|
|
Number of active leases
|
|
1
|
|
2
|
|
2
|
|
|
|
|
|
|
|
The Group lease relates to
leasehold properties for commercial and head office use. The
current lease commenced in 2018 with a lease term of 6
years.
Extension, termination and break options
The Group negotiates extension,
termination, or break clauses in its leases. In determining the
lease term, management considers all facts and circumstances that
create an economic incentive to exercise an extension option, or
not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if
the lease is reasonably certain to be extended (or not terminated).
On a case-by-case basis, the Group will consider whether the
absence of a break clause would expose the Group to excessive risk.
Typically, factors considered in deciding to negotiate a break
clause include:
· The
length of the lease term;
· The
economic stability of the environment in which the property is
located; and
· Whether the location represents a new area of operations for
the Group.
Incremental borrowing rate
The Group has historically adopted
a rate with a range of 10.24% - 12.66% as its incremental borrowing
rate, being the rate that the individual lessee would have to pay
to borrow the funds necessary to obtain an asset of similar value
to the right-of-use asset in a similar economic environment with
similar terms, security and conditions. The rate adopted on the
single current lease as at 31 December 2023 is 12.66%. This rate is
used to reflect the risk premium over the borrowing cost of the
Group measured by reference to the Group's facilities. The
incremental borrowing rate includes an additional risk premium on a
lease based in Vietnam and denominated in Vietnamese Dong
(VND).
Right-of-use assets
|
|
|
|
|
|
Leasehold
property
|
|
|
|
|
|
|
|
€
|
|
Cost
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
|
|
813,068
|
|
Exchange rate differences
|
|
|
|
|
|
14,990
|
|
At 31 December 2022
|
|
|
|
|
|
828,058
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
-
|
|
Disposals
|
|
|
|
|
|
(148,459)
|
|
Exchange rate differences
|
|
|
|
|
|
(11,294)
|
|
At 31 December 2023
|
|
|
|
|
|
668,305
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
|
|
449,158
|
|
Charge for the year
|
|
|
|
|
|
153,232
|
|
Exchange rate differences
|
|
|
|
|
|
6,593
|
|
At 31 December 2022
|
|
|
|
|
|
608,983
|
|
|
|
|
|
|
|
|
|
Charge for the year
|
|
|
|
|
|
133,012
|
|
Disposals
|
|
|
|
|
|
(106,535)
|
|
Exchange rate differences
|
|
|
|
|
|
(7,647)
|
|
At 31 December 2023
|
|
|
|
|
|
627,813
|
|
|
|
|
|
|
|
|
|
Net
book amount
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
|
|
|
|
40,492
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
|
|
|
|
219,075
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
|
|
363,910
|
|
Lease liabilities
|
|
|
|
|
|
Leasehold
property
|
|
|
|
|
|
|
|
€
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
|
|
383,975
|
|
Interest expense
|
|
|
|
|
|
38,862
|
|
Lease payments
|
|
|
|
|
|
(186,838)
|
|
Exchange adjustments
|
|
|
|
|
|
9,019
|
|
At 31 December 2022
|
|
|
|
|
|
245,018
|
|
|
|
|
|
|
|
|
|
Disposals
|
|
|
|
|
|
(41,924)
|
|
Interest expense
|
|
|
|
|
|
16,670
|
|
Lease payments
|
|
|
|
|
|
(168,085)
|
|
Exchange adjustments
|
|
|
|
|
|
(4,065)
|
|
At 31 December 2023
|
|
|
|
|
|
47,614
|
|
Reconciliation of current and
non-current lease liabilities is detailed below:
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
€
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Current
|
|
47,614
|
|
170,514
|
|
61,130
|
Non-current
|
|
-
|
|
74,504
|
|
322,845
|
Total
|
|
47,614
|
|
245,018
|
|
383,975
|
13. Loan receivable
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
€
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Amounts due from BeoBio
|
|
50,000
|
|
-
|
|
-
|
|
|
|
|
|
|
|
The Group advanced a €100,000 loan to
BeoBio Teoranta ("BeoBio"), a Company registered in Ireland, in
July 2023. BeoBio supplies the Group with raw materials. The term
of the loan is 2 years and interest is charged at 10% per annum in
the event that BeoBio fail to meet a supply commitment for two
consecutive quarters. The supply commitment relates to raw
materials being supplied to the Group.
As at 31 December 2023, no further
advances or repayments have been made and no interest has been
charged. The directors recognised the loan at amortised cost. The
loan has been recognised appropriately between non-current assets
and current assets as determined by the dates the amounts are due
to be repaid.
14. Trade and other receivables
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
€
|
|
€
|
|
€
|
Amounts due in less than 1 year:
|
|
|
|
|
|
|
Trade receivables
|
|
871,324
|
|
915,912
|
|
822,863
|
Other receivables
|
|
387,580
|
|
218,830
|
|
107,764
|
Amounts due from BeoBio
|
|
50,000
|
|
-
|
|
-
|
Prepayments
|
|
286,760
|
|
116,285
|
|
109,447
|
|
|
1,595,664
|
|
1,251,027
|
|
1,040,074
|
|
|
|
|
|
|
|
Trade receivables are amounts due
from customers for services performed in the ordinary course of
business. The Group negotiates the terms and payment conditions
with each customer separately. The amounts due from customers are
generally due for settlement within 45 days, but the Group does
offer extended credit terms to certain customers. For new
customers, the Group adopts a policy whereby 50% of the payment is
due before fulfilment of any order. Any amounts received in advance
are held as a contract liability and recognised in revenue on
dispatch.
Other receivables include deposits
and recoverable VAT.
Analysis of trade receivables based on age of
invoices:
|
|
Current
|
|
31 - 60
|
|
61 - 90
|
|
> 90
|
|
Total
Gross
|
|
ECL
|
|
Total Net
|
|
|
€
|
|
€
|
|
€
|
|
€
|
|
€
|
|
€
|
|
€
|
Expected Credit Loss rate
|
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
-
|
|
-
|
|
-
|
31 December 2023
|
|
586,753
|
|
165,539
|
|
55,103
|
|
63,929
|
|
871,324
|
|
-
|
|
871,324
|
31 December 2022
|
|
384,362
|
|
349,046
|
|
3,662
|
|
178,842
|
|
915,912
|
|
-
|
|
915,912
|
1 January 2022
|
|
540,194
|
|
159,850
|
|
3,099
|
|
119,720
|
|
822,863
|
|
-
|
|
822,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group applies the IFRS 9
simplified approach to measuring expected credit losses which uses
a lifetime expected loss allowance for all trade receivables. In
measuring the expected credit loses, the trade receivables have
been assessed on a collective basis as they possess shared credit
risk characteristics. During the assessment it was noted that
evidence of historical loss was minimal and would not result in a
material impact to the group. Additionally, no customer specific
circumstances or future economic conditions that could adversely
impact recoverability were identified. As such, the expected credit
loss rate was deemed to be nil in the year ending 31 December
2023.
No ECL allowance is made against
other receivables, and none have been written off (2022:
€nil).
15. Inventories
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
€
|
|
€
|
|
€
|
Inventories
|
|
1,450,884
|
|
629,865
|
|
729,868
|
|
|
|
|
|
|
|
The cost of Group inventories
recognised as an expense in the year ended 31 December 2023
amounted to €1,501,417, (2022: €1,134,331) respectively. These
costs are included within cost of sales in the consolidated
statement of comprehensive income.
16. Cash and cash equivalents
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
€
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Cash at bank and in hand
|
|
2,598,501
|
|
1,194,440
|
|
1,739,935
|
|
|
|
|
|
|
|
17. Share capital and share
premium
|
|
|
|
Share
capital
|
|
Share
premium
|
|
Total
|
Called up and fully paid ordinary
shares of £0.01 each
|
|
Number
|
|
€
|
|
€
|
|
€
|
|
|
|
|
|
|
|
|
|
At 1 January 2022 and 31 December
2022
|
|
63,999,613
|
|
761,448
|
|
-
|
|
761,448
|
Share placing
|
|
37,500,000
|
|
434,093
|
|
6,511,388
|
|
6,945,481
|
Conversion of convertible loan
notes
|
|
24,356,084
|
|
281,941
|
|
2,220,658
|
|
2,502,599
|
Issue costs
|
|
-
|
|
-
|
|
(627,475)
|
|
(627,475)
|
At 31 December 2023
|
|
125,855,697
|
|
1,477,482
|
|
8,104,571
|
|
9,582,053
|
|
|
|
|
|
|
|
|
|
On 4 April 2023, the entire issued
share capital of the Company was admitted to trading on AIM and the
Company successfully raised £6,000,000 (€6,945,481) gross proceeds
by placing 37,500,000 new Ordinary Shares at £0.16 per share. As
part of the admission, the convertible loan notes converted to
24,356,084 ordinary shares. Further details on the conversion can
be found in note 19.
The total costs in relation to the
issuance of shares and the listing was €1,390,790. Of the total
costs incurred, direct costs of €627,475 relating to the issuance
of shares have been capitalised as part of the share premium. The
costs associated with the listing have been expensed and amounted
to €763,315.
All share classes rank pari passu,
including voting and distribution rights and repayment of capital
in the event of winding up. There are no
restrictions on the transfer of shares.
18. Trade and other payables
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
€
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Trade payables
|
|
125,354
|
|
64,166
|
|
78,812
|
Other payables
|
|
24,412
|
|
161,818
|
|
33,041
|
Taxation and social
security
|
|
56,081
|
|
48,550
|
|
46,075
|
Accruals
|
|
170,816
|
|
162,000
|
|
69,226
|
|
|
376,663
|
|
436,534
|
|
227,154
|
|
|
|
|
|
|
|
19. Convertible loan notes
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
€
|
|
€
|
|
|
|
|
|
|
|
|
|
Convertible loan notes
|
|
-
|
|
2,285,030
|
|
-
|
|
|
|
|
|
|
|
On 23 June 2022, the Company issued
£2,025,000 of convertible loan notes ("CLNs") to existing
shareholders in order to fund the continuing operations and
development activities of the Group in advance of the Company's
IPO. £1,000,000 were subscribed by Terance Butler Holdings Limited,
£700,000 were subscribed by Heaton Holdings Limited, £200,000 were
subscribed by Ashley Head, £100,000 were subscribed by Mark
Williams, £12,500 were subscribed for by Hadden Graham and £12,500
were subscribed for by Graham Ellis.
The CLNs convert into fully paid
ordinary shares in the Company based on a range of factors,
including the share price of the Company on the date of conversion,
the principal and accrued interest on the CLNs at the date of
conversion, as well as a discount to the share price related to
whether the CLNs are converted before or after certain dates
outlined in the agreement. In certain scenarios outlined within the
CLN agreement, the holder can also redeem up to 75% of the
principal and accrued interest thereon in cash. The CLNs accrue
interest on the principal amount at 10% per annum from the date on
which the CLNs are issued up to and including the 31 December 2022
and 6% per annum thereafter, with mandatory conversion at 1
September 2023 if certain other events have not
occurred.
The CLNs meet the definition of
financial liabilities and are carried at amortised cost, with the
interest expense recognised in profit or loss.
The CLN's converted into 24,356,084
fully paid shares in the Company upon admission to trading on AIM
on 4 April 2023 at a discount of 30% and 45% to the issue
price.
20. Borrowings
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
€
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Amounts due to Heaton Holdings
Limited
|
|
-
|
|
403,523
|
|
414,359
|
|
|
|
|
|
|
|
Related party loans
The Group had a working capital
loan with Heaton Holdings Limited, a related party in which Stuart
Waring (a former director of the Company) is a director. Interest
was charged at 10 per cent per annum upon amounts drawn down. The
loan was secured by a fixed charge over the Group's
assets.
During the year ended 31 December
2023 the balance of the loan was repaid in full. Interest charged
during the period totalled €13,339 (2022: €49,890). Further details
of the interest and repayments can be found in note 25.
21. Investments in subsidiaries and
associate
The subsidiary undertakings of the
Group are detailed below:
List of subsidiary
undertakings
Name and registered office address
|
Country of
incorporation
and
residence
|
Registered
address
|
Nature of the
business
|
Proportion of equity shares
held by the business
|
|
|
|
|
|
Ocean Harvest Technology
Limited
|
Ireland
|
Unit 5,
Milltown Business Park, County Galway, H54 D722,
Ireland.
|
Preparation of animal feed
|
100%
(Direct)
|
Ocean Harvest Technology Company
Limited
|
Vietnam
|
Factory
No.18, Lot CN6, H2 Street, Kim Huy Industrial Park, Thu Dau Mot
City, Binh Duong Province, Vietnam
|
Preparation of animal feed
|
100%
(Indirect)
|
Ocean Harvest Technology (UK)
Limited
|
England
& Wales
|
41
London Road, Reigate, England, RH2 9RJ.
|
Preparation of animal feed
|
100%
(Indirect)
|
|
|
|
|
|
22. Financial instruments
Categories of financial
instruments
Financial assets are not measured
at fair value and due to their short-term nature, the carrying
value approximates their fair value. They comprise trade
receivables, other receivables, a loan to a Group supplier and cash
at bank. It does not include corporation tax or
prepayments.
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
|
|
€
|
|
€
|
|
€
|
Financial assets at amortised cost:
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
871,324
|
|
915,912
|
|
822,863
|
Other receivables
|
|
|
|
22,657
|
|
218,830
|
|
107,764
|
Loan to BeoBio
|
|
|
|
100,000
|
|
-
|
|
-
|
Cash and cash equivalents
|
|
|
|
2,598,501
|
|
1,194,440
|
|
1,739,935
|
|
|
|
|
3,592,482
|
|
2,329,182
|
|
2,670,562
|
|
|
|
|
|
|
|
|
|
Financial liabilities measured at
amortised cost comprise trade payables, other payables, accruals,
lease liabilities, borrowings and convertible loan notes. It does
not include other taxation, social security and deferred
income.
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
|
|
€
|
|
€
|
|
€
|
Financial liabilities at amortised cost:
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
|
125,354
|
|
64,166
|
|
78,812
|
Other payables
|
|
|
|
21,696
|
|
161,818
|
|
33,041
|
Accruals
|
|
|
|
170,816
|
|
162,000
|
|
69,226
|
Lease liabilities
|
|
|
|
47,614
|
|
170,514
|
|
61,130
|
Borrowings
|
|
|
|
-
|
|
403,523
|
|
414,359
|
Convertible loan notes
|
|
|
|
-
|
|
2,285,030
|
|
-
|
|
|
|
|
365,480
|
|
3,247,051
|
|
656,568
|
The Directors consider that the
carrying amounts of the financial instruments approximate to their
fair value. The Group has no derivative foreign exchange contracts
outstanding at the reporting dates.
Financial risk
management
The Group is exposed through its
operation to the following financial risks: credit risk, foreign
exchange risk and liquidity risk. Risk management is carried out by
the directors of the Group. The Group uses financial instruments to
provide flexibility regarding its working capital requirements and
to enable it to manage specific financial risks to which it is
exposed.
The Group finances its operations
through a mixture of debt finance, cash and liquid resources and
various items such as trade debtors and trade payables which arise
directly from the Group's operations.
Credit
risk
Credit risk is the risk of
financial loss to the Group if a customer or counterparty to a
financial instrument fails to meet its contractual obligations. In
order to minimise the risk, the Group endeavours only to deal with
companies which are demonstrably creditworthy and this, together
with the aggregate financial exposure, is continuously monitored.
The maximum exposure to credit risk is the carrying value of its
financial receivables, trade and other receivables and cash and
cash equivalents as disclosed in the notes to the historical
financial information.
The receivables' age analysis is
evaluated on a regular basis for potential doubtful debts,
considering historic, current and forward-looking information.
Impairments are made to trade receivables when management consider
the debt unlikely to be received. No impairment against trade
receivables was made in the year ended 31 December 2023 (2022:
none). Further disclosures regarding trade and other receivables
are provided in note 14.
Credit risk also arises on cash and
cash equivalents and deposits with banks and financial
institutions. For banks and financial institutions, only
independently rated parties with minimum rating "B+" are accepted.
Currently all financial institutions whereby the Group holds
significant levels of cash are rated from AA- to A+.
Foreign exchange
risk
The Group operates internationally
and is exposed to currency risk arising on cash and cash
equivalents, receivables and payables denominated in a currency
other than the respective functional currencies of the Group
entities, which are primarily Euros, Sterling, US Dollar and
Vietnamese Dong (VND). The Group's and Company's net exposure to
foreign currency risk at the reporting date is as
follows:
The carrying amounts of the Group's
foreign currency denominated monetary assets and monetary
liabilities at the reporting date are as follows:
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
|
|
€
|
|
€
|
|
€
|
Net foreign currency financial
assets/(liabilities)
|
|
|
|
|
|
|
|
|
Sterling
|
|
|
|
440,228
|
|
757,392
|
|
51,454
|
US Dollar
|
|
|
|
816,310
|
|
863,862
|
|
539,274
|
Total net exposure
|
|
|
|
1,256,538
|
|
1,621,254
|
|
590,728
|
Sensitivity analysis
A 10% strengthening of the Euro
against the Group's primary currencies at the respective reporting
dates below would have increased/(decreased) equity and profit or
loss by the amounts shown below:
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
1 Jan
2022
|
|
|
|
|
€
|
|
€
|
|
€
|
GBP
|
|
|
|
|
|
|
|
|
Effect on equity
|
|
+10%
|
|
(44,022)
|
|
(75,739)
|
|
(5,145)
|
Effect on loss
|
|
+10%
|
|
44,022
|
|
75,739
|
|
5,145
|
|
|
|
|
-
|
|
-
|
|
-
|
USD
|
|
|
|
|
|
|
|
|
Effect on equity
|
|
+10%
|
|
(81,631)
|
|
(86,386)
|
|
(53,927)
|
Effect on loss
|
|
+10%
|
|
81,631
|
|
86,386
|
|
53,927
|
|
|
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Liquidity
risk
The Group seeks to maintain
sufficient cash balances. Management reviews cash flow forecasts on
a regular basis to determine whether the Group has sufficient cash
reserves to meet future working capital requirements and to take
advantage of business opportunities.
A maturity analysis of the Group's
undiscounted cash flows arising from financial liabilities
(exclusive of interest amounts) is shown below:
|
|
Less than 1
year
|
|
Between 1 and 5
years
|
|
|
Total
|
2023
|
|
€
|
|
€
|
|
|
€
|
Trade payables
|
|
125,354
|
|
-
|
|
|
125,354
|
Other payables
|
|
21,696
|
|
-
|
|
|
21,696
|
Lease liabilities
|
|
49,428
|
|
-
|
|
|
49,428
|
Accruals
|
|
170,816
|
|
-
|
|
|
170,816
|
|
|
367,294
|
|
-
|
|
|
367,294
|
|
|
|
|
|
|
|
|
2022
|
|
|
|
|
|
|
|
Trade payable
|
|
64,166
|
|
-
|
|
|
64,166
|
Other payables
|
|
161,818
|
|
-
|
|
|
161,818
|
Convertible loan notes
|
|
2,285,030
|
|
-
|
|
|
2,285,030
|
Lease liabilities
|
|
168,085
|
|
74,504
|
|
|
242,589
|
Borrowings
|
|
403,523
|
|
-
|
|
|
403,523
|
Accruals
|
|
162,000
|
|
-
|
|
|
162,000
|
|
|
3,244,622
|
|
74,504
|
|
|
3,319,126
|
|
|
|
|
|
|
|
|
Capital
disclosures
The capital structure of the
business consists of debt and equity. Equity comprises share
capital, share premium, merger reserve, foreign exchange
differences reserve, retained earnings and is equal to the amount
shown as 'Equity' in the statement of financial position. Debt
comprises borrowings and convertible loan notes.
The Group's current objectives when
maintaining capital are to:
- Safeguard the Group's ability as a going concern so that it
can continue to pursue its growth plans;
-
Provide a reasonable expectation of future returns
to shareholders; and
- Maintain adequate financial flexibility to preserve its
ability to meet financial obligations, both current and long
term.
The Group sets the amount of
capital it requires in proportion to risk. The Group manages its
capital structure and adjusts it in the light of changes in
economic conditions and the risk characteristics of underlying
assets. In order to maintain or adjust the capital structure, the
Group may issue new shares or sell assets to reduce
debt.
23. Share-based payments
The Group operates two employee
share option schemes that are accounted for as equity-settled
share-based payments.
Share Options
Plan
On 29 March 2023 the Company
granted 10,952,244 share options to certain directors of the
Company as detailed below:
Date
of grant
|
|
Director
|
|
No. of options
|
|
Exercise price (£)
|
|
Vesting conditions
|
|
Contractual life of options
|
|
|
|
|
|
|
|
|
|
|
|
29 March 2023
|
|
Mark
Williams
|
|
391,464
|
|
0.01
|
|
Immediate
|
|
10
years
|
29 March 2023
|
|
Mark
Williams
|
|
924,439
|
|
0.01
|
|
Upon
admission
|
|
10
years
|
29 March 2023
|
|
Mark
Williams
|
|
5,478,770
|
|
0.01
|
|
Various
share price targets
|
|
10
years
|
24 March 2023
|
|
Hadden
Graham
|
|
1,385,857
|
|
0.01
|
|
Various
share price targets
|
|
10
years
|
29 March 2023
|
|
Adrian
Crockett
|
|
1,385,857
|
|
0.01
|
|
Various
share price targets
|
|
10
years
|
29 March 2023
|
|
Ian
Hutchinson
|
|
593,939
|
|
0.01
|
|
Various
share price targets
|
|
10
years
|
29 March 2023
|
|
Basil
Kennedy
|
|
791,918
|
|
0.01
|
|
Various
share price targets
|
|
10
years
|
|
|
|
|
|
|
|
|
|
|
|
All options granted are subject to
a 12-month holding period from the date of vesting and may not be
exercised whilst the Company's share price is below
£0.192.
With the exception of 1,315,903
options granted to Mark Williams which vested immediately and on
admission to AIM, the options are split into tranches with each
tranche vesting once a share price target for that tranche has been
met and, if applicable, a minimum of 2 years' service has been
completed. The options therefore have a variable vesting period and
in accordance with the applicable accounting standard the Directors
have to estimate the most likely vesting period on grant
date.
The fair value of the options and
the expected vesting period was calculated at the date of grant
using the Monte Carlo Model with the following key
assumptions:
Grant date
|
29 March
2023
|
Share price target range
|
£0.31 to
£0.80
|
Minimum share price on
exercise
|
£0.19
|
Exercise price
|
£0.01
|
Risk free rate (10 year UK
gilts)
|
3.40%
|
Annualised volatility (based on
peer Group companies)
|
47.98%
|
Expected dividend yield
|
0.00%
|
Exercise date
|
Once
vested
|
Contractual life
|
10
years
|
|
|
The fair value of the options
granted ranged between £0.06 and £0.12. The expected vesting period
of the options was 10 years (except for the 1,315,903 options
vested immediately and on admission to
AIM).
Details of the number of share
options granted, exercised, lapsed and outstanding at the end of
the period, as well as the weighted average exercise prices in GBP
as follows:
|
Number
|
|
Weighted
Average
Exercise
Price
|
|
|
|
£
|
|
|
|
|
At 1 January 2023
|
-
|
|
-
|
Granted during the year
|
10,952,244
|
|
0.01
|
Lapsed during the year
|
(462,219)
|
|
0.01
|
Forfeited during the
year
|
(1,385,857)
|
|
0.01
|
At 31 December 2023
|
9,104,168
|
|
0.01
|
|
|
|
|
Total outstanding
|
9,104,168
|
|
0.01
|
Total exercisable
|
-
|
|
-
|
The weighted average remaining
contractual life of the options is 9 years and 91 days. The total
share-based payment charge relating to the above options is
€180,128 (2022: €109,456).
Other options
On 29 March 2023, the Company also
granted a total of 180,000 ordinary shares under a separate option
agreement to non-executive directors. The terms and conditions of
the grants are detailed below:
Date
of grant
|
|
Director
|
|
No. of options
|
|
Exercise price (£)
|
|
Vesting
conditions
|
|
Contractual life of options
|
|
|
|
|
|
|
|
|
|
|
|
29 March 2023
|
|
David
Tilston
|
|
90,000
|
|
0.16
|
|
2-year
service period
|
|
10
years
|
29 March 2023
|
|
Christine
Maggs
|
|
90,000
|
|
0.16
|
|
2-year
service period
|
|
10
years
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of the options
granted was calculated using the Black Scholes Model with the
following assumptions:
Grant date
|
29 March
2023
|
Exercise prices
|
£0.16
|
Risk free rate
|
3.40%
|
Expected volatility
|
47.98%
|
Expected dividend yield
|
0.00%
|
Exercise date
|
29 March
2025
|
Contractual life
|
10
years
|
|
|
The weighted average contractual
life of the options is 9 years and 91 days. All options remain
outstanding, and none are exercisable.
The total charge for the ended 31
December 2023 in respect of the two options schemes was €4,783
(£4,244) and was recognised in profit or
loss.
24. Changes in liabilities from financing
activities
|
|
Opening
balance
|
|
Financing cash
flows
|
|
Interest
charge
|
|
|
Exchange
movements
|
|
Other non-cash
changes
|
|
Closing
balance
|
|
|
€
|
|
€
|
|
€
|
|
|
€
|
|
€
|
|
€
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities
|
|
383,975
|
|
(186,838)
|
|
38,862
|
|
|
9,019
|
|
-
|
|
245,018
|
Convertible loan notes
|
|
-
|
|
2,160,030
|
|
-
|
|
|
-
|
|
125,000
|
|
2,285,030
|
Borrowings
|
|
414,359
|
|
(60,726)
|
|
49,890
|
|
|
-
|
|
-
|
|
403,523
|
Total
|
|
798,334
|
|
1,912,466
|
|
88,752
|
|
|
9,019
|
|
125,000
|
|
2,933,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities
|
|
245,018
|
|
(168,085)
|
|
16,670
|
|
|
(4,065)
|
|
(41,924)
|
|
47,614
|
Convertible loan notes
|
|
2,285,030
|
|
-
|
|
35,248
|
|
|
182,321
|
|
(2,502,599)
|
|
-
|
Borrowings
|
|
403,523
|
|
(416,862)
|
|
13,339
|
|
|
-
|
|
-
|
|
-
|
Total
|
|
2,933,571
|
|
(584,947)
|
|
65,257
|
|
|
178,256
|
|
(2,544,523)
|
|
47,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-cash changes relates to
the conversion of convertible loan notes into ordinary shares of
the Company and the remeasurement of a lease liability.
25. Related party transactions
Key management
personnel
Key management personnel include
all Directors of the Company and certain senior employees, who
together have authority and responsibility for planning, directing,
and controlling the activities of the Group's business.
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Wages and salaries
|
|
|
|
1,046,916
|
|
521,818
|
Social security contributions and
similar taxes
|
|
|
|
127,076
|
|
69,638
|
Pension costs
|
|
|
|
10,464
|
|
2,919
|
Share-based payment
expenses
|
|
|
|
184,911
|
|
109,456
|
|
|
|
|
1,369,367
|
|
703,831
|
|
|
|
|
|
|
|
The number of Directors
participating in defined contribution pension as at 31 December
2022 and 2023 was 8.
Details of Directors' remuneration
are as follows:
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Wages and salaries
|
|
|
|
834,082
|
|
442,258
|
Social security contributions and
similar taxes
|
|
|
|
103,669
|
|
60,847
|
Pension costs
|
|
|
|
5,788
|
|
1,418
|
Share-based payment
expenses
|
|
|
|
184,911
|
|
109,456
|
|
|
|
|
1,128,450
|
|
613,979
|
|
|
|
|
|
|
|
(ii) Purchases of
services
During the year ended 31 December
2023, the Group paid €nil to Heaton Holdings Limited (2022:
€9,960), a Company in which Stuart Waring is a director and
shareholder. The Company provided administrative coordination
services and Company secretarial services to the Group. All
transactions were conducted at arm's length. As at the year end,
the balance due to Heaton Holdings Limited in relation to these
services was €nil (2022: €nil; 2021: €nil).
Other
transactions
Other transactions with related
parties included a working capital loan, detailed in note 20 and
subscription and subsequent conversion of convertible loan notes
detailed in note 19.
26. Capital commitments
The Group had no capital
commitments as at 31 December 2023 (2022: none; 2021:
none).
27. Ultimate controlling Party
The directors do not consider there
to be one ultimate controlling party.
28. Events after the reporting
date
There were no significant events
after the reporting date and up to the date of approval of these
financial statements.
29. Transition to IFRS
The Group's date of transition to
IFRS is 1 January 2022. This note details the principal adjustments
made by the Group in restating its FRS 102 financial statements,
including the statement of financial position as at 1 January 2022
and the financial statements as of, and for, the year ended 31
December 2022.
The Company was incorporated on 20
May 2021 and remained a shell Company until it became the parent
Company of the Group via a share-for-share exchange on 31 December
2021. The accounting treatment of the transaction under FRS 102 is
consistent with IFRS and does not result in any
adjustments.
During the year ended 31 December
2022, the Company issued convertible loan notes ("CLN") detailed in
note 19. Under FRS 102, the CLNs did not meet the definition of
'basic financial instruments' and thus were carried at fair value
through profit or loss. Under IFRS the CLNs met the definition of
financial liabilities and thus are carried at amortised cost. As at
31 December 2022 the fair value of the CLNs was equal to their
amortised cost resulting in no adjustment to the statement of
comprehensive income or the statement of financial position.
The only adjustments on transition
to IFRS are as a result of the application of IFRS 16 to the leases
held by the Group. As disclosed in note 2(p), the Group recognises
lease liabilities and right-of-use assets, whilst under FRS 102 all
leases held by the Group were operating leases with rental expense
charged to profit or loss as incurred. The full retrospective
approach for lease accounting was adopted on transition. As one of
the leases was held by an overseas subsidiary, there was a
consequential adjustment to the foreign exchange
reserve.
IFRS Transition
i)
Right of use assets of €363,910 was recognised in the
period ended 31 December 2021. A decrease of €144,835 was
recognised in the period ended 31 December 2022
ii)
Lease liabilities of €383,975 was recognised in the
period ended 31 December 2021. A decrease of €138,957 was
recognised in the period ended 31 December 2022.
iii)
Increase finance costs by €38,862 in the period ended 31 December
2022, relating to IFRS 16.
iv)
Decrease in operating expenses by €33,606 in the period ended 31
December 2022.
The reconciliation of the amounts
presented under FRS 102 to the restated amounts under IFRS are
shown below.
Effect of IFRS adoption on
the consolidated statement of financial position
|
|
1 January
2022
|
|
31 December
2022
|
|
|
FRS 102
|
|
IFRS 16 adj
|
|
IFRS
|
|
FRS 102
|
|
IFRS 16 adj
|
|
IFRS
|
|
|
€
|
|
€
|
|
€
|
|
€
|
|
€
|
|
€
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Right of use asset
|
|
-
|
|
363,910
|
|
363,910
|
|
-
|
|
219,075
|
|
219,075
|
Total non-current assets
|
|
-
|
|
363,910
|
|
363,910
|
|
-
|
|
219,075
|
|
219,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
-
|
|
363,910
|
|
363,910
|
|
-
|
|
219,075
|
|
219,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange reserve
|
|
-
|
|
(98,160)
|
|
(98,160)
|
|
-
|
|
(47,839)
|
|
(47,839)
|
Retained earnings
|
|
(24,696,073)
|
|
78,095
|
|
(24,565,802)
|
|
(27,423,564)
|
|
21,896
|
|
(27,401,668)
|
Total equity
|
|
(24,696,073)
|
|
(20,065)
|
|
(24,663,962)
|
|
(27,423,564)
|
|
(25,943)
|
|
(27,449,507)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liability
|
|
-
|
|
322,845
|
|
322,845
|
|
-
|
|
74,504
|
|
74,504
|
Total non-current liabilities
|
|
|
|
322,845
|
|
322,845
|
|
-
|
|
74,504
|
|
74,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liability
|
|
-
|
|
61,130
|
|
61,130
|
|
-
|
|
170,514
|
|
170,514
|
Total current liabilities
|
|
-
|
|
61,130
|
|
61,130
|
|
-
|
|
170,514
|
|
170,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities
|
|
(24,696,073)
|
|
363,910
|
|
(24,181,827)
|
|
(27,423,564)
|
|
219,075
|
|
(27,204,489)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of IFRS adoption on
the consolidated statement of comprehensive income for the year end
31 December 2022
|
|
|
|
FRS 102
|
|
IFRS 16 adj
|
|
IFRS
|
|
|
|
|
€
|
|
€
|
|
€
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
3,008,296
|
|
-
|
|
3,008,296
|
Cost of Sales
|
|
|
|
(2,229,108)
|
|
-
|
|
(2,229,108)
|
Gross Profit
|
|
|
|
779,188
|
|
-
|
|
779,188
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
(3,501,097)
|
|
33,606
|
|
(3,467,491)
|
Operating loss
|
|
|
|
(2,721,909)
|
|
33,606
|
|
(2,688,303)
|
|
|
|
|
|
|
|
|
|
Finance costs
|
|
|
|
(173,518)
|
|
(38,862)
|
|
(212,380)
|
Loss
before taxation
|
|
|
|
(2,895,427)
|
|
(5,256)
|
|
(2,900,683)
|
Taxation
|
|
|
|
64,817
|
|
-
|
|
64,817
|
Loss
for the year
|
|
|
|
(2,830,610)
|
|
(5,256)
|
|
(2,835,866)
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
Currency translation
differences
|
|
|
|
50,943
|
|
(622)
|
|
50,321
|
Other comprehensive income, net of tax
|
|
|
|
50,943
|
|
(622)
|
|
50,321
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
|
|
|
(2,779,667)
|
|
(5,878)
|
|
(2,785,545)
|
|
|
|
|
|
|
|
|
|
The transition to IFRS has impacted
the presentation of items within the consolidated cash flow
statement. The implementation of IFRS 16 has resulted in €147,976
of payments being recognised within cash flows from financing
activities, which were previously presented under cash flows from
operating activities, during the year ended 31 December
2022.
Company Statement of Financial Position
AS AT 31
DECEMBER 2023
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
Notes
|
|
€
|
|
€
|
Assets
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
Investments
|
|
5
|
|
1,043,719
|
|
870,904
|
Other receivables
|
|
6
|
|
7,228,912
|
|
2,031,138
|
Total non-current assets
|
|
|
|
8,272,631
|
|
2,902,042
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Trade and other
receivables
|
|
7
|
|
152,117
|
|
35,850
|
Cash and cash equivalents
|
|
|
|
43,616
|
|
253,892
|
Total current assets
|
|
|
|
195,733
|
|
289,742
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
8,468,364
|
|
3,191,784
|
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Share capital
|
|
8
|
|
1,477,482
|
|
761,448
|
Share premium
|
|
8
|
|
8,104,571
|
|
-
|
Share-based payment
reserve
|
|
|
|
294,367
|
|
109,456
|
Foreign exchange reserve
|
|
|
|
51,259
|
|
-
|
Retained earnings
|
|
|
|
(1,486,106)
|
|
(316,796)
|
Total equity
|
|
|
|
8,441,573
|
|
554,108
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
Trade and other payables
|
|
9
|
|
26,791
|
|
352,646
|
Convertible loan
|
|
10
|
|
-
|
|
2,285,030
|
Total current liabilities
|
|
|
|
26,791
|
|
2,637,676
|
|
|
|
|
|
|
|
Total equity and liabilities
|
|
|
|
8,468,364
|
|
3,191,784
|
|
|
|
|
|
|
|
Under s408 of the Companies Act
2006 the Company is exempt from the requirement to present its own
statement of comprehensive income. The loss after tax for the year
ended 31 December 2023 was €1,169,310 (2022: €316,796).
Company Statement of Changes in Equity
FOR THE YEAR
ENDED 31 DECEMBER 2023
|
|
Share
capital
|
|
Share
premium
|
|
Share-based payment
reserve
|
|
Foreign exchange
reserve
|
|
Retained
earnings
|
|
Total
|
|
|
€
|
|
€
|
|
€
|
|
€
|
|
€
|
|
€
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2022
|
|
761,448
|
|
-
|
|
-
|
|
-
|
|
-
|
|
761,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(316,796)
|
|
(316,796)
|
Other comprehensive income
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Total comprehensive income for the
year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(316,796)
|
|
(316,796)
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
|
-
|
|
-
|
|
109,456
|
|
-
|
|
-
|
|
109,456
|
As at 31 December 2022
|
|
761,448
|
|
-
|
|
109,456
|
|
-
|
|
(316,796)
|
|
554,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1,169,310)
|
|
(1,169,310)
|
Other comprehensive income
|
|
-
|
|
-
|
|
-
|
|
51,259
|
|
-
|
|
51,259
|
Total comprehensive income for the
year
|
|
-
|
|
-
|
|
-
|
|
51,259
|
|
(1,169,310)
|
|
(1,118,051)
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
Share placing
|
|
434,093
|
|
6,511,388
|
|
-
|
|
-
|
|
-
|
|
6,945,481
|
Conversion of convertible loan
notes
|
|
281,941
|
|
2,220,658
|
|
-
|
|
-
|
|
-
|
|
2,502,599
|
Issue costs
|
|
-
|
|
(627,475)
|
|
-
|
|
-
|
|
-
|
|
(627,475)
|
Share-based payments
|
|
-
|
|
-
|
|
184,911
|
|
-
|
|
-
|
|
184,911
|
Total transactions with
owners
|
|
716,034
|
|
8,104,571
|
|
184,911
|
|
-
|
|
-
|
|
9,005,516
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2023
|
|
1,477,482
|
|
8,104,571
|
|
294,367
|
|
51,259
|
|
(1,486,106)
|
|
8,441,573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Significant accounting
policies
(a) 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"),
on a historical cost basis and in accordance with the Companies Act
2006.
The results of the Company are
included in the consolidated financial statements of the Group,
which are presented alongside these financial
statements.
These are the Company's first
annual financial statements prepared in accordance with FRS 101;
the Company previously prepared its annual financial statements
under FRS 102. Due to the similarities between FRS 101 and FRS 102,
there are no adjustments on transition to FRS 101 for the
Company.
These financial statements are
presented in Euros, which is the Company's functional and
presentational currency.
The principal accounting policies
adopted are the same as those set out in note 2 to the consolidated
financial statements of the Group except as described in this
note.
Disclosure exemptions adopted:
The following exemptions from the
requirements of IFRS have been applied in the preparation of these
financial statements, in accordance with FRS 101:
· The
requirement of IFRS 1 to present a statement of financial position
at the date of transition.
· IFRS
7, 'Financial instruments: Disclosures'.
· Paragraphs 91 to 99 of IFRS 13, 'Fair value
measurement'.
· The
following paragraphs of IAS 1, 'Presentation of financial
statements'
a) 10(d)
(statement of cash flows);
b) 16
(statement of compliance with IFRS);
c) 38A
(requirement for minimum of two primary statements, including cash
flow statements);
d) 38B-D
(additional comparative information);
e) 111
(statement of cash flows information); and
f) 134-136
(capital management disclosures).
· IAS 7,
'Statement of cash flows'.
· Paragraphs 30 and 31 of IAS 8, 'Accounting policies, changes
in accounting estimates and errors'.
· The
requirements in IAS 24, 'Related party disclosures'.
(b) Going concern
The Directors continues to adopt
the going concern basis in the preparation of the financial
statements. Further details are included in note 2(b) to the
consolidated financial statements.
(c) Investment in
subsidiaries
Equity investment in subsidiaries
are stated at cost, which is the fair value of the consideration
transferred, less accumulated impairment.
2. Critical accounting estimates and
judgements
The judgements and key sources of
estimation uncertainty that have a significant effect on the
amounts recognised in the financial statements is discussed
below:
Recoverability of investment in subsidiaries and intragroup
receivables
In the Company financial
statements, the carrying value of the Company's investment in
subsidiaries is €1,043,719 (2022: €870,904) and amounts owed by
intragroup receivables is €7,228,912 (2022: €2,031,138).
The Directors carry out impairment
tests of the Company's investments which require estimates to be
made of the value in use of its CGUs and G roups of CGUs. The
value in use calculations are dependent on estimates of future cash
flows, long-term growth rates and appropriate discount rates to be
applied to future cash flows.
The recoverability of the Company's
intragroup receivables is dependant on the success of the Group to
continually commercialise existing products and generate revenue
from existing development projects.
Share-based payments
Refer to note 23 to the consolidated
financial statements.
3. Loss for the year
The average number of employees for
the year ended 31 December 2023 was 0 (2022: 5). Staff costs were
€nil (2022: nil). Directors' remuneration are charged through the
Company's subsidiaries.
Disclosures of auditor remuneration
in relation to the audit of the Company financial statements are
included within note 5 of the Group financial
statements.
4. Share-based
payments
Details of the Company's
share-based payment schemes are included in note 23 to the
consolidated financial statements and relate to employees or others
providing similar services to the Company's subsidiaries. The
share-based payment charge is included in the investments in
subsidiaries balance.
5. Investments in
subsidiaries
|
|
|
|
|
|
Investments
|
|
Total
|
|
|
|
|
|
|
€
|
|
€
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
|
|
761,448
|
|
761,448
|
Additions
|
|
|
|
|
|
109,456
|
|
109,456
|
At 31 December 2022
|
|
|
|
|
|
870,904
|
|
870,904
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
172,815
|
|
172,815
|
At 31 December 2023
|
|
|
|
|
|
1,043,719
|
|
1,043,719
|
|
|
|
|
|
|
|
|
|
The additions in the year relate to
the share option expense recognised in a subsidiary company over
shares in the parent. This is accounted for as an addition to the
investment cost in that subsidiary.
6. Other receivables
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Amounts owed by Group
undertakings
|
|
|
|
7,228,912
|
|
2,031,138
|
|
|
|
|
7,228,912
|
|
2,031,138
|
The amounts owed by Group
undertakings primarily represent working capital provided to
facilitate operational activities within the Group. The loans are
interest free and no material amounts are overdue. No impairment
was incurred on the amounts owed by Group undertakings.
7. Trade and other
receivables
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Other receivables
|
|
|
|
152,117
|
|
35,850
|
|
|
|
|
152,117
|
|
35,850
|
Other receivables relate to VAT due
and prepaid insurance.
|
|
|
|
|
|
|
8. Share capital and share
premium
Full details of movements in share
capital and share premium are given in note 17 to the consolidated
financial statements.
9. Trade and other
payables
|
|
|
|
31 Dec
2023
|
|
31 Dec
2022
|
|
|
|
|
€
|
|
€
|
|
|
|
|
|
|
|
Other payables
|
|
|
|
26,791
|
|
119,573
|
Amounts owed to Group
undertakings
|
|
|
|
-
|
|
233,073
|
Total
|
|
|
|
26,791
|
|
352,646
|
|
|
|
|
|
|
|
10. Convertible loan notes
These are detailed in note 19 to
the consolidated financial statements.
11. Ultimate controlling party
At 31 December 2023, there was no
individual controlling party. Ocean Harvest Technology Group Plc is
the ultimate parent entity and is listed on AIM.
12. Events after the reporting
date
There were no significant events after the
reporting date and up to the date of approval of these financial
statements.