RNS Number : 4731C
Windar Photonics PLC
13 June 2023
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

 

Windar Photonics plc

("Windar" or the "Company")

 

Final Results and Notice of AGM

Windar Photonics plc (AIM:WPHO), the technology group that has developed a cost efficient and innovative LiDAR wind sensor for use on electricity generating wind turbines, is pleased to announce its final audited results for the year ended 31 December 2022 ("FY22").

Notice of Annual General Meeting

The Company is pleased to confirm that its Annual General Meetings ("AGM") will be held at the offices of WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR at 1.00 p.m. on 11 July 2023. 

The Company will include all valid proxy votes (whether submitted electronically or in hard copy form) in its polls at the AGM and the Chair of the meeting will call for a poll on each resolution. The Company accordingly requests that shareholders submit their proxy votes in respect of the resolutions as set out in the Notice of the AGM, electronically or by post in advance, in accordance with the instructions set out in the Notice of the AGM.

Shareholders should submit their votes via proxy as early as possible, and shareholders are requested to appoint the Chairman of the meeting as their proxy. If a shareholder appoints someone else as their proxy, that proxy will not be able to attend the AGM in person or cast the shareholder's vote.

Copies of the Annual Report and Accounts for the year ended 31 December 2022 and the Notice of the Annual General Meeting are available from the Company's website - www.windarphotonics.com

Copies of the Annual Report and Accounts for FY22 and the Notice of the Annual General Meeting will be posted to shareholders today and will be available from the Company's website - www.windarphotonics.com

 

For further information, please contact: 

Windar Photonics plc                    Jørgen Korsgaard Jensen, CEO                                                             +45 2423 4930 

WH Ireland Limited                         Chris Fielding, James Bavister (Corporate Finance)                                                         +44 20 7220 1666 

 

The person responsible for arranging the release of this announcement on behalf of the Company is Jørgen Korsgaard Jensen, Chief Executive Officer of the Company.

 

About Windar:

Windar Photonics is a technology group that develops cost-efficient and innovative Light Detection and Ranging ("LiDAR") optimization systems for use on electricity generating wind turbines. LiDAR wind sensors in general are designed to remotely measure wind speed and direction.

 http://investor.windarphotonics.com



 

 

CHAIRMAN'S STATEMENT

Despite a very positive underlying business development in respect of the Group's general product offerings, the year 2022 turned out to be a very challenging year once again, heavily impacted by the general COVID-19 pandemic. During parts of the first half of 2022, the Group's Shanghai based subsidiary handling substantial parts of sourcing and logistic tasks within the Group, was effectively locked down. This consequently had a severely negative impact on production and deliveries from our assembly facility in Denmark in 2022.

 

Despite being constrained by additional COVID-19 related impacts, in relation to specific electronic component shortages in the market, the Group achieved full year revenue of €1.9 million, an increase of 236% compared to 2021 (€0.6 million). Most of this revenue was earned in the second half. Furthermore, despite the general challenges and continued component shortages continuing during the second half of 2022, the Group moved towards an EBITDA breakeven level in the second half of 2022 (loss of €0.04 million), based on recognized revenues of €1.5 million in the period. 

 

Gross Profit for the year amounted to €0.9 million, an increase of 112% compared to 2021 (€0.4 million), corresponding to a Gross Margin in 2022 of 51% compared to 81% in 2021. The 2022 Gross Margin was restored to historical levels, whereas the Gross Margin in 2021 was impacted by exceptional items. The underlying Gross Margin in 2022 was achieved despite the Group experiencing substantial cost increases, related to logistical and component costs. The change in the product mix compensated for these cost increases. Overall Costs of Goods Sold (COGS) for 2022 increased by approximately 5%, compared to COGS in 2021.This meant that the substantial cost savings, related to the introduction of our One Unite platform in 2021, were eliminated in 2022. 

 

Despite the overall challenges in 2022, the year has also shown some very encouraging developments in relation to the fundamentals of the product offerings of the Group. The combined WindEye™ and WindTimizer products provide a unique "Plug and Play" turbine integration solution, focused on increasing electricity generation from existing installed wind turbines. These have become even more valuable, due to the generally increased price levels of energy during the year, and further by the increased focus on the need to move towards more renewable energy sources in general. Due to these developments, the Group's order backlog increased by the end of year to €4.3 million (2021: €2.6 million). The product mix continues to be favourable compared to the order backlog entering 2022.

 

Overall EBITDA loss for the year was reduced to €0.8 million in 2022 compared to a loss in 2021 of €1.1 million. The EBITDA loss in 2022 was primarily realised during the first half of 2022, whereas the Group progressed toward an EBITDA break-even position during the second half of 2022.

 

During 2022 the Group continued its strong development effort, both related to expanding current product offerings and new deployment of our general Lidar technology. In the short term, one of the most important developments was related to our WindTimizer products, which now also cover an analogue interface for turbine integrations. This expands the potential total market for our plug and play integration solution within the Retro-fit market segment. Our participation in the drone-based CO2 emissions project Khaosguard is progressing well and initial milestones such as preliminary in field CO2 measurements have successfully been demonstrated.       

 

 

 

Financial Overview

Revenue during the year increased 236% to €1.9 million (2021: €0.6 million). Gross profit was up 112% (2021: (36%) to €0.9 million (2021: €0.4 million).

 

During the year, administrative expenses excluding depreciation amortisation and warrant cost increased to €1.76 million compared to €1.58 million in 2021, relating to development projects, following the increased revenues.

 

Net loss for the year before taxes and exceptional expenses, decreased to €1.2 million from €1.4 million in 2021, which included depreciation, amortisation, and warranty costs of €0.2 million (2021: €0.3 million) in aggregate.

 

The Group held cash balances at the end of the year of €1.4 million (2021: €0.04 million) and trade receivables at the end of the year amounted to €0.4 million (2021: €1.0 million). During the year the Company raised €2.4 million before expenses through the issue of share capital.

 

The Group has capitalised its continued cost of investment in technology during the year of €0.3 million in 2022 (2021: €0.7 million) before grants of €0.1 million (2021: €0.4 million).

 

 

 

Outlook 

 

Entering 2023 the Group had a strong order backlog of €4.3 million scheduled for delivery in 2023. In 2023 the Group has received additional orders scheduled for delivery in 2023 and further additional significant orders are currently being negotiated. Based on these developments the Group expects to realise a substantial revenue growth in 2023 compared to 2022.

 

In 2023 the Group expects to see a reduction of the average COGS compared to costs in 2022 supporting an expected modest Gross Margin increase in 2023.

 

Entering 2023, the production capacity of the Group was fully booked by customer orders for deliveries in the first half of 2023. Currently, the Group is focused on increasing capacity by at least 100% to be implemented mid-year 2023 and planning for a further doubling of capacity when entering year 2024.

 

In particular, considering the very unexpected challenges the COVID-19 pandemic brought upon us in the past two years, I would like to take the opportunity to thank our employees, partners and management in Denmark, China and UK for their efforts and loyalty to the Group in 2022.

 

BY ORDER OF THE BOARD ON JUNE 12, 2023

Johan Blach Petersen

Chairman

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2021

 






 

Year ended

31 December 2022

Year ended

31 December 2021


 


Note

 


 Revenue from contracts with customers

5

1,853,249

551,535

Cost of goods sold


(906,638)

(105,322)

 Gross profit

 

946,611

446,213



 


Administrative expenses


(1,953,607)

(1,882,094)

 Other operating income

 

32,260

32,271

 Exceptional (expenses)/income

6

(89,038)

-

 Loss from operations

6

(1,063,774)

(1,403,610)



 


Finance (expense)/income

9

(230,734)

25,520

 Loss before taxation

 

(1,294,508)

(1,378,090)



 


 Taxation

10

218,837                  

248,913                  

 Loss for the year attributable to the ordinary equity holders of Windar Photonics Plc

 

(1,075,671)

(1,129,177)

 

 

 


 Other comprehensive income

 

 


 Items that will or may be reclassified to profit or loss:


 


 Exchange gains/(losses) arising on translation of foreign
 operations


22,817

(92,348) 

Total comprehensive loss for the year attributable to the ordinary equity holders of Windar Photonics Plc

 

(1,052,854)

(1,221,525)

 


 


Loss per share attributable to the ordinary equity holders of Windar Photonics Plc 


 


 Basic and diluted, cents per share

11

(1.9)

(2.1)

 

All activities relate to continuing operations.

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022






 

31 December 2022

31 December 2021


 

 €

 €


 Note

 


Assets

 

 


Non-current assets

 

 


Intangible assets

14

1,196,996

1,195,267

Property, plant & equipment

15

106,983

2,423

Deposits


28,994

26,398

Total non-current assets

 

1,332,973

1,224,088

 

 

 


 Current assets

 

 


 Inventory

16

699,236

694,969

 Trade receivables

17

389,652

991,734

 Other receivables

 Tax credit receivables

17

17

197,496

218,928

157,919

265,620

 Prepayments


47,860

33,954

 Cash and cash equivalents

18

1,404,073

40,548

 Total current assets

 

2,957,245

2,184,744

 

 

 


 Total assets

 

4,290,218

3,408,832

 

 

 


 Equity 

 

 


 Share capital

22

834,771

675,664

 Share premium

23

16,479,150

14,502,837

 Merger reserve

23

2,910,866

2,910,866

 Foreign currency reserve

23

(65,577)

(88,394)

 Retained earnings

23

(19,818,092)

(18,758,348)

 Total equity

 

341,118

(757,375)

 

 

 


 Non-current liabilities

 

 


 Warranty provisions

25

45,774

36,150

 Holiday Allowance provisions

26

134,734

131,877

 Loans

21

1,690,462

1,371,076

 Total non-current liabilities

 

1,870,970

1,539,103

 

 

 


 Current liabilities

 

 


 Trade payables

20

264,083

544,330

 Other payables and accruals

20

451,402

758,234

 Contract liabilities

20

1,205,531

951,606

 Loans

20

157,114

372,934

 Total current liabilities

 

2,078,130

2,627,104

 

 

 


 Total liabilities

 

3,949,100

4,166,207

 

 

 


 Total equity and liabilities

 

4,290,218

3,408,832

 



 

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022

 

 

 





31 December

31 December


 

2022

2021


 

 €


Note



Assets

 



Non-current assets

 



Investments in subsidiaries

13

-

-

Total non-current assets

 

-

-

 

 

 


 Current assets

 

 


 Other receivables

17

21,300

12,898

 Intragroup receivables

17

183,579

88,373

 Cash and cash equivalents

18

960,237

4,454

 Total current assets

 

1,165,116

105,725

 

 

 


 Total assets

 

1,165,116

105,725

 

 

 


 

 

 


 Equity 

 

 


 Share capital

22

834,771

675,664

 Share premium

23

16,479,150

14,502,837

 Merger reserve

23

658,279

658,279

 Foreign exchange reserve

23

(7,746)

(7,746)

 Retained earnings

23

(16,977,909)

(16,088,210)

 Total equity

 

986,545

(259,176)

 

 

 


 

 

 


 Current liabilities

 

 


 Trade payables

20

 

108,452

186,271

 Other payables and accruals

20

70,119

178,630

 Total liabilities

 

178,571

364,901

 

 

 


 Total equity and liabilities

 

1,165,116

105,725



 


 



 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2022

 







Year ended

31 December 2022

Year ended

31 December 2021


Notes

 €

 €



 


 Loss for the period before taxation

 

(1,294,508)

(1,378,090)



 


 Adjustments for:


 


 Finance expense/(income)

9

230,734

(25,520)

 Amortisation

14

174,792

254,339

 Depreciation

15

2,992

25,115

 Received tax credit


265,510

213,362

 Foreign exchange gain/(losses)


22,817

(92,348)

 Share option and warrant costs


15,927

22,773

 

 

(581,736)

(980,369)


 

 


 Movements in working capital

 

 


 Changes in inventory


(4,268)

(58,183)

 Changes in receivables


562,504

(500,363)

 Changes in prepayments


(13,906)

(19,760)

 Changes in deposits


(2,596)

(1,017)

 Changes in trade payables


(280,247)

(96,569)

 Changes in contract liabilities


253,926

735,700

 Changes in warranty provisions

25

9,620

(2,343)

 Changes in other payables and provisions


(306,832)

528,803

 Cash flow from operations

 

(363,535)

(394,101)


 

 


 Investing activities


 


 Payments for intangible assets

14

(297,540)

(652,264)

 Payments for tangible assets

15

(107,456)

-

 Grants received

14

121,019

408,354

  Cash flow from investing activities

 

(283,977)

(243,910)


 

 


 Financing activities

 

 


 Proceeds from issue of share capital


2,393,686

-

 Costs associated with the issue of share capital


(258,266)

-

 Proceeds from new long-term loans

 Repayment of loans


373,055

(372,934)

-

(22,180)

 Interest received / (paid)


(124,630)

51,006

 Cash flow from financing activities

 

2,010,911

28,826


 

 


 Net increase/(decrease) in cash and cash equivalents


1,363,399

(609,185)

 Exchange differences


126

23,372

Cash and cash equivalents at the beginning of the year


40,548

626,361

Cash and cash equivalents at the end of the year

18

1,404,073

40,548


 

 


 



 

COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2022

 






Notes

Year ended

31 December 2022

Year ended

31 December 2021


 

 €


 

 


 Loss for the period before taxation


(889,699)

(700,557)



 


 Adjustments for:


 


 Finance Expenses and currency losses / (Income)


17,313

(20,332)

 Write down of investment in subsidiary


677,376

559,137

 

 

(195,010)

(161,752)



 


 Movements in working capital

 

 


 Changes in receivables


(8,402)

(1,603)

 Changes in loans to subsidiary entity


(92,069)

(67,728)

 Changes in trade payables


(77,819)

18,320

 Changes in other payables and provisions


(108,512)

88,850

Cash flow from operations

 

(481,812)

(123,913)



 


 Investing activities


 


 Additional investment in subsidiary undertaking

13

(677,376)

(416,640)

 Cash flow from investing activities

 

(677,376)

(416,640)



 


 Financing activities

 

 


 Proceeds from issue of share capital

 Cost associated with the issue of share capital


2,393,686

(258,266)

-

-

 Interest expenses and currency losses during the year / (Income)


(20,449)

1,760

 Cash flow from financing activities

 

2,114,971

1,760



 


 Net Increase/(decrease) in cash and cash equivalents


955,783

(538,793)

 Cash and cash equivalents at the beginning of the year


4,454

543,247



 


 Cash and cash equivalents at the end of the year

18

960,237

4,454



 

 

 



 

CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2022

 


Share
Capital

Share
Premium

Merger reserve

Foreign currency reserve

Accumulated Losses

Total

 

Group








 








At 1 January 2021

675,664

14,502,837

2,910,866

3,954

(17,651,944)

441,377

Share option and warrant costs

-

-

-

-

22,773

22,773

Transaction with owners

-

-

-

-

22,773

22,773

Loss for the year

 

-

 

-

 

-

 

-

 

(1,129,177)

 

(1,129,177)

Exchange gains/(losses) arising on translation of foreign
operations

-

-

-

(92,348)

-

(92,348)

Total comprehensive loss

-

-

-

(92,348)

(1,129,177)

(1,221,525)








At 31 December 2021

675,664

14,502,837

2,910,866

(88,394)

(18,758,348)

(757,375)








New shares issued

159,107 

2,234,579

-

-

-

2,393,686

Costs associated with capital raise

-

(258,266)

-

-

-

(258,266)

Share option and warrant costs

-

-

-

-

15,927

15,927

Transaction with owners

159,107

1,976,313

-

-

15,927

2,151,347








Loss for the year

-

                  -

-

-

(1,075,671)

(1,075,671)

Exchange gains/(losses) arising on translation of foreign
operations

-

-

-

22,817

-

22,817

Total comprehensive loss

-

-

-

22,817

(1,075,671)

(1,052,854)

At 31 December 2022

834,771

16,479,150

2,910,866

(65,577)

(19,818,092)

341,118

 

Company

 

 

 

 

 

 

 

Share
Capital


Share
Premium

Merger reserve

Foreign currency reserve

Accumulated Losses

Total

 








At 1 January 2021

675,664

14,502,837

658,279

(7,746)

(15,387,653)

441,381

Loss for the year

 

-

 

-

 

-

 

-

 

(700,557)

 

(700,557)

Total comprehensive loss

-

-

-

-

(700,557)

(700,557)








At 31 December 2021

675,664

14,502,837

658,279

(7,746)

(16,088,210)

(259,176)








New shares issued

159,107 

2,234,579

-

-

-

2,393,686

Costs associated with capital raise

-

(258,266)

-

-

-

(258,266)

Transaction with owners

159,107

1,976,313

-

-

-

2,135,420

Loss for the year

-

                  -

-

-

(889,699)

 

(889,699)

 

 

Total comprehensive loss

-

-

-

-

(889,699)

(889,699)

 

 

At 31 December 2021

834,771

16,479,150

658,279

(7,746)

(16,977,909)

986,545

 

 



 

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

 

1. General information

 

The Company is a public limited company domiciled in the United Kingdom and incorporated under registered number 09024532 in England and Wales. The Company's registered office is 3 More London Riverside, London, SE1 2AQ.

The Group was formed when the Company acquired on 29 August 2014 the entire share capital of Windar Photonics A/S, a company registered in Denmark through the issue of Ordinary Shares.

 

2. Adoption of new and revised International Financial Reporting Standards

 

New and amended standards adopted by the Group and Company.

Several amendments and interpretations apply for the first time in 2022.

 

Standard or

 

Effective for annual

periods beginning

Interpretation

Title                                                                                                                                                

               on or after

 

 

 

IFRS 16

COVID-19-Related Rent Concessions beyond 30 June 2021. (Amendment to IFRS 16)

1 April 2021

IAS 37

Onerous Contracts - Cost of Fulfilling a Contract. (Amendments to IAS 37)

1 January 2022

IAS 16

Property, Plant and Equipment: Proceeds before Intended Use. (Amendments to IAS 16)

1 January 2022

IFRS

Annual Improvements to IFRS Standards 2018-2020

1 January 2022

IFRS 3

Reference to the Conceptual Framework. (Amendments to IFRS 3)

1 January 2022

The above new and amended standards which apply for the first time for these 2022 financial statements have been assessed by the Directors and to the extent that they may be applicable, the Directors have concluded that none of these have had a material impact to the Group's and Company's financial statements.

There are no IFRSs or IFRIC interpretations that are effective and not relevant to the Group and Company's.

 

There were a number of standards and interpretations which were in issue at 31 December 2022 but not effective for periods commencing 1 January 2022 and have not been adopted for these financial statements. The Directors have assessed the full impact of these accounting changes on the Company. To the extent that they may be applicable, the Directors have concluded that none of these pronouncements will cause material adjustments to the Group's and Company's financial statements. They may result in consequential changes to the accounting policies and other note disclosures. The new standards will not be early adopted by the Group and Company and will be incorporated in the preparation of the Group and Company financial statements from the effective dates noted below.

 

 

Standard or

 

Effective for annual

periods beginning

Interpretation

Title                                                                                                                                                

               on or after

 

 

 

IAS 1

Classification of Liabilities as Current or Non-current. (Amendments to IAS 1)

 

1 January 2023

IFRS 17

IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts.

1 January 2023

IAS 1

Disclosure of Accounting Policies. (Amendments to IAS 1 and IFRS Practice Statement 2)

1 January 2023

IAS 12

Deferred Tax related to Assets and Liabilities arising from a Single Transaction. (Amendments to IAS 12)

1 January 2023

IAS 8

Definition of Accounting Estimates. (Amendments to IAS 8)

1 January 2023




IFRS 16

Amendments to IFRS 16, Lease Liability in a Sale and Leaseback.

1 January 2024

IAS 1

Amendments to IAS 1, Non-current Liabilities with Covenants.

1 January 2024




 

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group and Company.

 

3. Going Concern

 

The consolidated financial statements have been prepared assuming the Group will continue as a going concern. Under the going concern assumption, an entity is anticipated to continue in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.

 

Based on the Group's latest trading expectations and associated cash flow forecasts, the directors have considered the cash requirements of the Group on which basis the board is convinced the Company has sufficient cash flows for operations for the coming 12 months period.

 

However, as the Company foresee and plan for substantial growth in both 2023 and 2024 the cash flow projections rely on the precise execution of logistical plans within the entire supply chain. During the period, difficulty in obtaining supplies has had an impact on the group's ability to deliver on contracts or the Group has experienced delays in the start of assignments, which has had an impact on cashflows and could still impact future cashflows. It remains difficult to assess reliably whether there will be any further material disruption in the future which could adversely impact the group's forecast.

 

The risk related to the execution of the logistical plans is not only related to COVID-19 developments as seen in 2022 but also to the general performance of single suppliers whereby symmetry of deliveries to the Company has led and could still lead to over stocking and lack of deliveries to the final customers. Management is monitoring the supply chain developments on a daily basis, however any deviations could have a material impact, and as such the Board considers this risk to pose a materially uncertainty in respect of future cash flows in the Company, which may cast significant doubt about the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

 

4. Accounting policies

 

 

Basis of preparation

The consolidated financial statements comprise the consolidated financial information of the Group as at 31 December 2022 and are prepared under the historic cost convention, except for the following:

·      share based payments and share option and warrant costs

The principal accounting policies adopted in the preparation of the financial information are set out below.

 

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively "IFRSs") issued by the International Accounting Standards Board (IASB) as adopted by the United Kingdom ("adopted IFRSs").

 

5. Revenue

 

Revenue from contracts with customers:

 

Year ended
31 December 2022

Year ended
31 December 2021


Sale of products and installation

1,820,762

550,558

Rendering of services

32,487

977


 


Revenue

1,853,249

551,535

 

 



 

Revenue from contracts with customers is split of products as follows:

 

 

Year ended
31 December 2022

Year ended
31 December 2021


WindEye™

1,250,834

 

256,663

WindVision™

569,928

293,895

Rendering of services

32,487

977


 


Revenue

1,853,249

551,535

 

 

Contract liabilities of €1,205,531 (2021: €951,606) relates to performance obligation under contracts that have not yet been completed and are expected to be met in 2023.

 

6. Loss from operations

 

Loss from operations is stated after:

 

Year ended
31 December 2022

Year ended
31 December 2021

Staff costs (note 11)

1,253,715

1,072,454


 


Expensed research and development costs

633,451

328,582

Amortisation1

174,792

254,339

Depreciation

2,474

25,115

Lease payments

105,066

108,589

Other Operating Income

(32,260)

(32,271)

Remuneration received by the Group's auditor or associates of the Group's auditor:

 


- Audit of parent company

   8,760

8,340

- Additional amounts relating to the prior year group audit charged during the current year

-

12,774

- Audit of consolidated financial statements

- Taxation compliance services

Other auditors:

 

20,678

1,128

 

22,638

953

- Audit of overseas subsidiaries

16,233

25,071


 



 


1 Amortisation charges on the Group's intangible assets are recognised in the administrative expenses line item in the consolidated statement of comprehensive income.

Above loss specification excludes exceptional expenses in 2022 of €89,038 relating to solicitor and auditor costs related to the suspension of the Company in 2022.

7. Segment information

 

 

Operation segments are reported as reported to the chief operation decision maker.

 

The Group has one reportable segment being the sale of LiDAR Wind Measurement and therefore segmental results and assets are disclosed in the consolidated income statement and consolidated statement of financial position.

 

In 2022, one customer accounted for more than 25 per cent of the revenue (2021: two customers). The total amount of revenue from this customer amounted to €752,893 or 41 per cent of the total revenue (2021: €302,199 or 55 per cent of the revenue)

 

 

 

Revenue by geographical location of customer:


Year ended
31 December 2022

Year ended
31 December 2021

Europe

18,737

7,519

Americas

870,817

-

China

899,573

544,016

Asia (excluding China)

64,122

-

Revenue

1,853,249

551,535

 

 

Geographical information

The parent company is based in the United Kingdom. The information for the geographical area of non-current assets is presented for the most significant area where the Group has operations being Denmark.

 



As at 31 December

2022

As at 31 December 2021



Denmark


1,327,449

1,216,037

 

 

 


 




Non-current assets for this purpose consist of property, plant and equipment and intangible assets.

 

 

8. Directors and employees

 


2022

 

2021

 


Average

Year end

Average

Year end

Number of employees

excluding directors





Sales and Services

4

4

7

5

Research and development

12

11

11

13

Production

5

5

4

4

Administration

3

3

3

3







24

23

25

25

 



 






Group

 

 

2022

2021

 



Staff costs



 


Wages and salaries



1,114,985

971,863

Social security costs



122,803

77,818




1,237,788

1,049,681




 


Warrant and Option costs



15,927

22,773




 





1,253,715

1,072,454




 


 

Company



2022

2021




Staff costs



 


Wages and fees



41,850

13,450




 





41,850

13,450

The Company has 4 employees (2021: 3), all being the Directors of the Company.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of Group, and are considered to be directors of the company.

The value of all elements of remuneration received by key management in the year was as follows:

 

 


 

Wages and salaries and fees

Fair value of warrant costs

Pension contributions

Total

 

 

Year ended 31 December 2022

 

 




Directors


41,850

-

-

41,850







Year ended 31 December 2021






Directors

 

13,450

-

-

13,450

 

 

 

9. Finance income/(expense)


 Year
ended
31 December 2022

 Year
ended
31 December 2021

Foreign exchange gains/(losses)



(82,086)

143,019

Interest expense on financial liabilities measured at amortised cost



(148,648)

(117,499)

Finance income/(expense)

(230,734)

25,520

 

 

 

 

 

 

 

 

10. Income tax

 

 

Year ended 31 December 2022

Year ended 31 December 2021

 


 

(a)

The tax credit for the year:

 


 


UK Corporation tax

-

-

 


Foreign Research and Development tax credit

(218,837)

(248,913)

 

(b)

Tax reconciliation

 


 


Loss on ordinary activities before tax

(1,294,508)

(1,378,090)

 


Loss on ordinary activities at the UK standard rate of corporation tax 19% (2021: 19%)

 


 


(245,956)

(261,837)

 


Effects of:

 


 


Expenses non-deductible for tax purposes

8,838

46,061

 


Research and Development tax allowance

(56,699)

(74,679)

 


Adjustment to not recognized deferred taxes in previous periods

(33,979)

23,583

 


Unrecognised tax losses

137,165

118,873

 


Different tax rates applied in overseas jurisdictions

(55,918)

(47,098)

 


Exchange rate differences

27,712

(53,816)

 


Research and Development Tax credit for the year

(218,837)

(248,913)

 


 


 

The tax credit is recognised as 22 per cent. (2021: 22 per cent) of the company's deficit that relates to research and development costs. Companies in Denmark, who conduct research and development and accordingly experience deficits can apply to the Danish tax authorities for a payment equal to 22 per cent. (2021; 22 per cent) of deficits relating to research and development costs up to DKK 25 million.

 

(a) Deferred tax - Group

In view of the tax losses carried forward and other timing differences there is a deferred tax asset of approximately €3,085,177 (2021: €2,948,012) which has not been recognised in these Financial Statements, given uncertainty around timing and availability of sufficient taxable profits in the relevant Company.

 

(b) Deferred tax - Company

In view of the tax losses carried forward and other differences there is a deferred tax asset of approximately €409,952 (2021: €389,814) which has not been recognised in these Financial Statements, given uncertainty around timing and availability of future profit against which the losses will be able to be used.

 

All taxes recognized in the statement of Comprehensive income are denominated in DKK. 

 

11. Loss per share



The loss and weighted average number of ordinary shares used in the calculation of basic loss per share are as follows:


Year ended
31 December
2022

Year ended
31 December
2021


Loss for the year

(1,075,671)

(1,129,177)

Weighted average number of ordinary shares for the purpose of basic earnings per share

55,963,110

54,595,522

Basic loss and diluted, cents per share

(1.9)

(2.1)

 

There is no dilutive effect of the outstanding share options (note 25) as the dilution would reduce the loss per share.

 

 

 

12. Dividends

 

 

No dividends were proposed by the Group during the period under review (2021: €Nil).

 

 

13. Investment in Subsidiaries

 

Company

 



At 1 January 2022

-

Capital subscriptions in the year

5,376

Capital contribution in the year

672,000

Write down investment in subsidiary

(677,376)

As at 31 December 2022

-

 

The subsidiaries of Windar Photonics Plc are as follows:

 

Name

Country of incorporation

Ownership

Registered Office

Nature of business

 

Windar Denmark ApS

Denmark

100%

Helgeshoej Allé 16-18

DK-2630 Taastrup

Holding company

Windar Photonics A/S

Denmark

100% indirect

Helgeshoej Allé 16-18

DK-2630 Taastrup,

Develop and commercialise wind turbine technology

Windar Photonics (Shanghai) Co. Ltd.

China

100% indirect

Room 403-03, Building #2 No. 38 Debao Road, Pudong, Shanghai

Commercialise wind turbine technology

 

During the year the Company established Windar Denmark ApS and owns 100 per cent. of the issued share capital of Windar Denmark ApS (comprising shares of DKK 40,000 of 1 DKK each) with CVR number 43615947.

 

In November 2022 the Company transferred all outstanding shares in Windar Photonics A/S (CVR number 32157688) to Windar Denmark ApS. Following the transaction, the existing share capital in Windar Photonics A/S of DKK 9,380,392 (comprising A Shares of DKK 5,737,800 of 1 DKK each and B Shares of DKK 3,642,592 of 1 DKK each) were reduced to DKK 400,000 without any difference in share classes.

 

Windar Photonics A/S was incorporated on 28 December 2008 in Denmark and acquired by the Company in August 2014.

 

During the year the Company invested funds received from the share placing into subsidiaries, and a total transfer of funds of €769,445 was made during the year. A further capital contribution of €672,000 was made to Windar Denmark ApS during the year.

 

Windar Photonics A/S owns 100 per cent. of the issued common stock of Windar Photonics (Shanghai) Co.Ltd. Windar Photonics (Shanghai) Co. Ltd. was incorporated on 18 May 2016 in China with a registered capital of USD 200,000 of which USD 200,000 is paid in as per 31 December 2022.



 

 

14. Intangible assets

Group

 


Development projects

Cost




At 1 January 2021

 

 

3,774,766

Additions



652,264

Grants received



(408,354)

Exchange differences



1,437

At 31 December 2021

 

 

4,020,113

Additions - internally developed

 

 

297,540

Grants received

 

 

(121,019)

Exchange differences

 

 

74

At 31 December 2022

 

 

4,196,708

 

 


Development projects

Accumulated amortisation

At 1 January 2021

 

 

2,569,523

Charge for the year



254,339

Exchange differences



984

At 31 December 2021

 

 

2,824,846

Charge for the year

 

 

174,792

Exchange differences

 

 

74

At 31 December 2022

 

 

2,999,712

Net carrying value 

At 1 January 2021



1,205,243

At 31 December 2021



1,195,267

At 31 December 2022

 

 

1,196,996


The Group has received public Research and Development Grants of €121,019 (2021: €408,354) in respect of the capitalised research and development. At the end of the year 2 development projects are ongoing which are supported by public Research and Development Grants and outstanding grants which can be claimed in the coming two years amount to €209,754 (2021: €402,893) which could be claimed in the following 2 years).

 

The development projects relate to the development of improved performance and functionality of the Company's product offerings. Measurement of the development projects are based on expected contributions to forward looking business plans and budgets.



 

15. Property, plant & equipment

 

Group

 

 

Plant and equipment

Cost

At 1 January 2021

 

226,909

Additions



-

Disposed



-

Exchange differences



1,313

At 31 December 2021

 

 

228,222

Additions

 

 

107,456

Disposed

 

 

-

Exchange differences

 

45

At 31 December 2022

 

335,723

Accumulated depreciation

 


 

At 1 January 2021

 

 

199,211 

Charge for the year



25,111

Disposed



-

Exchange differences



1,477

At 31 December 2021

 

 

225,799

Charge for the year

 

 

2,992

Disposed

 

 

-

Exchange differences

 

 

(51)

At 31 December 2022

 

 

228,740

 

 

16. Inventory

 

Net carrying value

 

 

 

At 1 January 2021



27,698

At 1 January 2022



2,423

At 31 December 2022



106,983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Group


As at
31 December 2022

As at
31 December 2021


Raw material

382,027

363,216

Work in progress

294,852

46,879

Finished goods

22,357

284,874

Inventory

699,236

694,969




 

The cost of inventory sold and recognised as an expense during the year was €897,017 (2021: €107,679)

 



 

17. Trade and other receivables

 

 

Group

Company


As at
31 December
2022

As at
31 December
2021

As at
31 December
2022

As at
31 December
2021

Trade receivables

389,652

1,865,023

-

-

Less; provision for impairment of trade receivables

-

(873,289)

-

-

Trade receivables - net

389,652

991,734

-

-

Receivables from related parties

-

-

183,579

88,373


 


 


Total financial assets other than cash and cash equivalents classified at amortised costs

389,652

991,734

183,579

88,373


 


 



 


 


Tax receivables

218,928

265,620

-

-

Other receivables

197,496

157,919

21,300

12,898

Total other receivables

416,424

423,539

21,300

12,898

Total trade and other receivables

806,076

1,415,273

204,879

12,898

 

 


 


Classified as follows:

 


 


Current Portion

806,076

1,415,273

204,879

101,271






The carrying value of trade and other receivables classified at amortised cost approximates fair value.

 


More than 30 days past due

More than 60 days past due

More than 120 days past due

Total


 

Gross carrying amount

-

800

75,749

76,549

Loss provision

-

-

-

-

Net carrying amount

-

800

75,749

76,549

 

 

 

There is no material difference between the net book value and the fair values of trade and other receivables due to their short-term nature.

Other classes of financial assets included within trade and other receivables do not contain impaired assets.

The Group is committed to underwrite any of the debts transferred and therefore continues to recognise the debts sold within trade receivables until the debtors repay or default. Since the trade receivables continue to be recognised, the business model of the Group is not affected. The proceeds from transferring the debts of are included in other financial liabilities until the debts are collected or the Group makes good any losses incurred by the service provider.

 

 18. Cash and cash equivalents

 

For the purpose of the cash flow statement, cash and cash equivalents comprise the following balances with original maturity less than 90 days:


Group

Company


As at
31 December
2022

As at
31 December
2021

As at
31 December
2022

As at
31 December
2021


 


 


Cash at bank

1,404,073

40,548

960,237

4,454

 

19. Notes supporting statement of cash flows


Non-current loans and borrowings

Current loans and borrowings


Total

As at 1 January 2021

1,719,825

22,173

1,741,998

Repayment of loans

-

(22,180)

(22,180)




 

Accrued interests on non-current loans

23,538

-

23,538

Loans and borrowings classified as non-current in previous period becoming current in this period

(372,934)

372,934

-




 

Foreign exchange rate differences

647

7

654

As at 31 December 2021

1,371,076

372,934

1,744,010

Repayment of loans

-

(93,686)

(93,686)

Loans and borrowings classified as non-current in previous period becoming current in this period

(157,114)

157,114

-

Accrued interests on non-current loans

103,247

-

103,247

Loans and borrowings classified as current in previous period becoming non-current in this period

-

-

-

New long-term borrowings in the period

373,055

(279,248)

93,807

Foreign exchange rate differences

198

-

198

As at 31 December 2022

1,690,462

157,114

1,847,576


The Company does not have any long- or short-term loans or borrowings.

 

20. Trade and other payables


Group

Company


As at
31 December
2022

As at
31 December
2021

As at
31 December
2022

As at
31 December
2021

Trade payables

264,083

544,330

108,452

186,271

Other payables and accruals

410,600

615,932

29,317

36,328

Payables to Directors

40,802

142,302

40,802

142,302

Current portion of Growth Fund and Covid-19 loans

157,114

372,934

-

-

Total financial liabilities, excluding 'non-current' loans and borrowings classified as financial liabilities measured at amortised cost

 

 

872,599

 

1,675,498

 

 

178,571

 

 

364,901

Contract liabilities

1,205,531

951,606

-

-

Total trade and other payables

2,078,130

2,627,104

178,571

364,901


 


 


Classified as follows:

 


 


Current Portion

2,078,130

2,627,104

178,571

364,901






There is no material difference between the net book value and the fair values of current trade and other payables due to their short-term nature.

 

 

21. Borrowings

 

 

The carrying value and fair value of the Group's borrowings are as follows:


Group

Carrying and Fair value

Loans

As at 31 December
2022

As at 31 December
2021

Growth Fund and COVID-19 loans

1,847,576

1,744,010

Current portion of Growth Fund and COVID-19 loans

 

 

(157,114)

 

(372,934)

Total non-current financial liabilities measured at amortised costs

1,690,462

1,371,076

 

The Growth Fund borrowing from the Danish public institution, Vækstfonden, initially bore interest at a fixed annual rate of 12 per cent with a full bullet repayment in June 2020. As announced in 2020 terms for the borrowing was renewed during the year whereafter the interest rate was reduced to 7 percent p.a. and the loan to be repaid in quarterly instalments over the period from 1 January, 2022 until 1 October, 2026. The loan agreement was further amended in 2022 whereby interests payable until September 2022 were further accrued to the loan principal hereafter the loan principal to be repaid in quarterly instalments over the period from 1 October 2023 until 1 July 2027. In November 2022 the loan was transferred to Windar Denmark ApS.

 

A new Covid-19 loan was further obtained during 2020 from Vækstfonden which carries an interest rate of CIBOR plus 5 percent p.a. and to be repaid in quarterly instalments over the period from 1 October 2021 until 1 October 2026.

 

In 2020 relation with the changes to the existing Growth Fund borrowing and the new offered loan, the lender now has security of the assets of Windar Photonics A/S, subsidiary undertaking, to an amount of DKK12.6m. In relation to the additional Covid-19 loan the following terms and conditions are in place:

 

·      There is an early exit fee set at a maximum DKK600k

·      No dividends or corporate bond interest will be paid. Dividend distributions from Windar Photonics A/S to Windar Photonics PLC has been restricted until full repayment of the borrowing to the Growth Fund.

·      No payment of inter-company debts from Windar Photonics A/S. Windar Photonics PLC has entered into an agreement to resign from repayments of any outstanding amounts owned by Windar Photonics A/S to Windar Photonics PLC until full repayment of the borrowing to the Growth Fund.

·      The loan is secured up to a value of DKK12.6M on certain assets of Windar Photonics A/S, subsidiary undertaking.

 

Both loans are denominated in Danish Kroner.

 

The Company had no borrowings.






 

 





22. Share capital

 

 

Authorised

2022

2022

Authorised

2021

 2021






Shares at beginning of reporting period

 54,595,524

 675,664

 54,595,524

 675,664

Issue of share capital

13,765,920

159,107

-

-

Shares at end of reporting period

68,361,444

834,771

54,595,524

675,664

 

 

Number of shares issued and fully paid

2022

2022

Number of shares issued and fully paid

2021

2021

Shares at 1 January 2021

54,595,524

 675,664

54,595,524

 675,664

Issue of shares for cash

13,765,920

159,107

-

-

Shares at 31 December 2022

68,361,444

834,771

54,595,524

675,664

 

 

At 31 December 2022 the share capital comprises 68,361,444 shares of 1 pence each.

 

On 25 and 29 November 2022 the company issued 13,640,920 ordinary shares of 1 pence each for a cash consideration at £0.15 per share. On 30 December 2022 the company issued 125,000 ordinary shares of 1 pence each for cash contribution at £0.20 per share.  

 

Share options

Share options are granted to employees.

 

During the year a total of 10,833 share options lapsed, and no new share options were granted during the year.

 

Share options issued in 2017, 2019 and 2021 are valued using the Black-Scholes pricing model and no performance conditions are included in the fair value calculations. The options were issued at a strike price of 100p in respect of share options granted in 2017 and 2019 and a strike price of 40p for options granted in 2021. All share options granted with a third vesting on each anniversary for the first three years whereafter the options have a 10-year life. The price of the share at the time of issue used equals the actual market price of the share at issue. The risk-free rate was 1.15%. The expected volatility is based on historical volatility of the AIM market over the last two years and is estimated to be 40%.

 

The average share price during the year was 12.67 pence (2021: 21.14 pence). At the year end the Company had the following options outstanding:

 

Number of options

 


At 31 December 2021

 

Granted

Lapsed

At 31 December 2022

Exercise price (£ pence)

Exercise date

Options

1,032,500

-

(10,833)

1,021,667

72.40

16/11/18 to 01/04/35


1,032,500

-

(10,833)

1,021,667



 

 

The number of share options exercisable at 31 December 2022 are 803,287 (2021: 589,583).

 

The weighted average remaining contractual life for the share options outstanding as at 31 December 2022 is 8.92 years (2021: 10.37 years).

 

 

23. Reserves

 

The following describes the nature and purpose of each reserve within equity

Reserve

Description and purpose



Share premium

Amount subscribed for share capital in excess of nominal value.

Merger reserve - Group

Represents the difference between the consideration paid for the acquisition of Windar Photonics A/S by the Company and the net book value of the assets and liabilities acquired.

Merger reserve - Company

Represents the difference between the fair value and the nominal value of the shares issued for the acquisition of Windar Photonics A/S.

Foreign currency reserve

Gains and losses on the retranslating the net assets from the functional currencies to the reporting currency of €.

Retained earnings

All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

 

24. Short term leases

 

The Company has no leasing commitments with maturity longer than 6 months.

 

 

 

 

 

 

 

 

 

 

25. Warranty provision

 

 

 

2022

2021


 

 

 

 

Provision at the beginning of reporting period



36,150

38,493

Provision charged to the profit and loss account



9,620

(2,358)

Utilised in year



-

-

Foreign exchange rate movements



4

15




45,774

36,150

 

The Group typically provides a two-year warranty period to customers on products sold. Warranty expenses/(income) charged to the Statement of Comprehensive Income amounted to €9,620 (2021: (€2,358)) corresponding to a warranty cost percentage of Nil % (2021: Nil%) relative to the prior two years revenue. However, due to the early business stage of the Group and the uncertainty following this the Group has adopted a policy to accrue a 4% provision based on the prior two years deliveries calculated with the cost of goods sold at the end of the period. 

 

26. Holiday allowance provision

 

 

 

2022

2021


 

 

 

 

Provision at the beginning of reporting period



131,877

129,879

Increase holiday allowance provision in year



-

-

Accrued interest



2,857

1,949

Foreign exchange rate movements



-

49




134,734

131,877

 

 

27. Related Party Transactions

 

Jørgen Korsgaard Jensen and Johan Blach Petersen are directors and shareholders of Wavetouch Denmark A/S (Wavetouch) and OPDI Technologies A/S (OPDI). Wavetouch has during the year rented office space from Windar Photonics A/S, the amount payable during the year to Windar was €32,261 (2021: €32,273). At the end of the year receivable amounts were outstanding from Wavetouch €81,628 (2021: €(193,173)). At the end of the year there were amounts outstanding to Jorgen Korsgaard Jensen €416 (2021: €77,280), Johan Blach Petersen €6,850 (2021: € 65,022) and Søren Høffer €33,536 (2021: €33,536). During the year Jorgen Korsgaard Jensen issued a loan to the company of €51,183 and subscribed new shares in the Company for an amount of €115,600. During the year Johan Blach Petersen subscribed new shares in the Company for an amount of €71,672. Further Pasinika Limited a significant shareholder in the Company, received a fee from the Company of €4,000.

 

Intercompany transactions

At 31 December 2022 there exist an intercompany loan between Windar Photonics PLC and its directly or indirectly held subsidiaries Windar Denmark ApS and Windar Photonics A/S.

Windar Photonics PLC has a receivable at €183,579 (2021: 88,373) and interest added during 2022 amounts to €3,136 (2021: €11,054) with Windar Photonics A/S and Windar Denmark ApS.

The interest rate for 2022 is Bank of England base rate + 2.5% p.a. (2021: Base rate + 2.5% p.a.).

 

28. Controlling Parties

 

There is no ultimate controlling party of the Company.

 

29 Post balance sheet events and outstanding lawsuits

 

No material events have happened post balance sheet date and no outstanding lawsuits are ongoing at the end of the year or post balance sheet date.

 

 

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FR UUUARORUNAUR