Kromek Group plc

Notes to the consolidated financial statements

For the year ended 30 April 2024

 

1.       General information

 

Kromek Group plc is a company incorporated and domiciled in the United Kingdom under the Companies Act 2006. These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Group operates. Foreign operations are included in accordance with the policies set out in note 2.

 

The Group prepares its consolidated financial statements in accordance with UK-adopted IFRS.

 

The Board is currently evaluating the impact of the adoption of all other standards, amendments and interpretations but does not expect them to have a material impact on the Group's operation or results.

 

New and amended IFRS Accounting Standards that are effective for the current year

 

There are a number of standards and amendments to standards which have been issued by the IASB that are effective in future accounting periods that have not been adopted early. The following standard is effective for annual reporting periods beginning on or after 1 January 2024:

 

-     IFRS 17 Insurance Contracts

-     Classification of liabilities as current or non-current (Amendments to IAS 1)

-     Deferred tax related to assets and liabilities arising from a single transaction (Amendments to IAS 12)

-     Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

-     Classification of Financial Instruments (Amendments to IFRS 9)

-     Non-current liabilities with covenants (Amendments to IAS 1)

-     Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

 

No new standards or amendments that became effective in the financial year had a material impact in preparing these financial statements.

 

New and revised IFRS Accounting Standards in issue but not yet effective

 

The following amendments are effective for annual reporting periods beginning on or after 1 January 2025:

-     Guidance on the exchange rate to use when a currency is not exchangeable (Amendments to IAS 21)

-     Accounting treatment for the sale or contribution of assets (Amendments to IFRS 10 and IAS 28)

 

The following standards are effective for annual reporting periods beginning on or after 1 January 2027:

-     IFRS 18 Presentation and Disclosure in Financial Statements

-     IFRS 19 Subsidiaries without Public Accountability: Disclosures

 

Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these standards until a detailed review has been completed.

 

2.       Significant accounting policies

 

Basis of preparation

 

The Group's financial statements have been prepared in accordance with IFRS and International Financial Reporting Interpretations Committee ("IFRIC").

 

The financial statements have been prepared on the historical cost basis modified for assets recognised at fair value on acquisition. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies adopted are set out below.

 

Basis of consolidation

 

The consolidated financial statements incorporate the results and net assets of the Group and entities controlled by the Group (its subsidiaries) made up to 30 April each year. Control is achieved where the Group has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

 

The results of subsidiaries acquired during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to results of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-Group transactions, balances, income and expenses, and profits are eliminated on consolidation.

 

Going concern

 

As at 30 April 2024, the Group had net current assets of £8.6m (30 April 2023: £1.8m) and cash and cash equivalents of £0.5m (30 April 2023: £1.1m) as set out in the consolidated statement of financial position. The Group made a loss before tax of £3.5m in the year (2023: £7.3m).

 

The Directors have prepared a detailed forecast of the Group's financial performance over the next twelve months from the date of this report (the "base case forecast"). Given the rapidly changing macroeconomic landscape and the Group's forecast financial performance for the next twelve months, management also prepared a financial forecast based on a sensitised and severe but plausible scenario (the "severe but plausible forecast"). It should be noted that in the base case forecast, the Board has specifically excluded any significant upsides from this scenario or mitigating cost reductions. In the severe but plausible forecast, the Board has also excluded available potential but significant upsides but has included likely mitigating cost reductions, as management would act swiftly to reduce the Group's cash outflows (notably by reducing payroll costs and discretionary expenditure).

 

Whilst the Directors were able to successfully conclude a placing, subscription and open offer which raised £7.4m in H1 2024, as well as securing a new loan facility in the period, there has been continued cash burn in the year, and the current expiry date of the new loan facility is 27 March 2025.

 

In both the base case forecast and the severe but plausible forecast, the Directors indicate that they have sought the assurance of the lender of the term loan facility that the loan is likely to be extended for a further 12 months from March 2025, which is at the option of the lender. The Group has a number of significant opportunities available that the Directors are currently exploring, which are expected to provide substantial cash inflows to support the Group's operations to achieve these forecasts and significantly improve the liquidity of the Group. The Board has concluded that it is almost certain that the required outcome will be secured, which will provide sufficient cash inflows to the Group to cover any expected cash outflows for a period of at least twelve months from the date of signing of the financial statements. Furthermore, the Board has received a confirmation of financial support from one of the Group's largest shareholders, in the event that the available significant opportunities are not taken further and the facility requires extending and/or increasing, to cover any expected cash flow shortfall over the period for at least twelve months from the date of signing. As a consequence, the Board is confident that the Group will have sufficient resources and working capital to meet its present and foreseeable obligations for a period of at least twelve months from approval of these financial statements. Accordingly, the Board continues to adopt the going concern basis in preparing the Group financial statements.

 

Business combinations

 

The Group financial statements consolidate those of the Company and its subsidiary undertakings. Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. The financial information of subsidiaries is included from the date that control commences until the date that control ceases. Intra-Group balances and transactions, and any unrealised income and expenses arising from intra-Group transactions, are eliminated in preparing the consolidated financial information.

 

Acquisitions on or after 1 May 2010

 

For acquisitions on or after 1 May 2010, the Group measures goodwill at the acquisition date as:

·       the fair value of the consideration transferred; plus

·       the recognised amount of any non-controlling interests in the acquiree; plus

·       the fair value of the existing equity interest in the acquiree; less

·       the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

 

When the excess is negative, the negative goodwill is recognised immediately in profit or loss.

 

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, are expensed as incurred.

 

Goodwill

 

Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer's previously held equity interest (if any) in the entity over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

 

If, after reassessment, the Group's interest in the fair value of the acquiree's identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer's previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

 

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

 

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

 

Contracts with customers  

 

The Group recognises revenue in line with IFRS 15 'Revenue from contracts with customers'. Revenue represents income derived from contracts for the provision of goods and services by the Group to customers in exchange for consideration in the ordinary course of the Group's activities.

 

The Board disaggregates revenue by sales of goods or services, grants and contract customers. Sales of goods and services typically include the sale of product on a run rate or ad-hoc basis. Grants include technology development with parties such as Innovate UK as detailed above. Customer contracts represent agreements that the Group has entered into that typically span a period of more than 12 months.

 

Performance obligations

 

Upon approval by the parties to a contract, the contract is assessed to identify each promise to transfer either a distinct good or service or a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. Goods and services are distinct and accounted for as separate performance obligations in the contract if the customer can benefit from them either on their own or together with other resources that are readily available to the customer, and they are separately identifiable in the contract.

 

Transaction price

 

At the start of the contract, the total transaction price is estimated as the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised goods and services to the customer, excluding sales taxes. Variable consideration, such as price escalation and early settlements, is included based on the expected value or most likely amount only to the extent that it is highly probable that there will not be a reversal in the amount of cumulative revenue recognised. The transaction price does not include estimates of consideration resulting from contract modifications, such as change orders, until they have been approved by the parties to the contract. The total transaction price is allocated to the performance obligations identified in the contract in proportion to their relative standalone selling prices. Given the bespoke nature of many of the Group's products and services, which are designed and/or manufactured under contract to the customer's individual specifications, there are sometimes no observable standalone selling prices. Instead, standalone selling prices are typically estimated based on expected costs plus contract margin consistent with the Group's pricing principles or based on market knowledge of selling prices relating to similar product.

 

Revenue and profit recognition

 

Revenue is recognised as performance obligations are satisfied as control of the goods and services is transferred to the customer.

 

For each performance obligation within a contract, the Group determines whether it is satisfied over time or at a point in time. The Group has determined that the performance obligations of the majority of its contracts are satisfied at a point in time. Performance obligations are satisfied over time if one of the following criteria are satisfied:

 

- The customer simultaneously receives and consumes the benefits provided by the Group's performance as it performs.

 

- The Group's performance creates or enhances an asset that the customer controls as the asset is created or enhanced.

 

 - The Group's performance does not create an asset with an alternative use to the Group and it has an enforceable right to payment for performance completed to date.

 

For each performance obligation to be recognised over time, the Group recognises revenue using an input method, based on costs incurred in the period. Revenue and attributable margin are calculated by reference to reliable estimates of transaction price and total expected costs, after making suitable allowances for technical and other risks. Revenue and associated margin are therefore recognised progressively as costs are incurred, and as risks have been mitigated or retired. The Group has determined that this method faithfully depicts the Group's performance in transferring control of the goods and services to the customer.

 

If the over-time criteria for revenue recognition are not met, revenue is recognised at the point in time that control is transferred to the customer, which is usually when legal title passes to the customer and the business has the right to payment. Kromek's standard terms of delivery are FCA Delivery Location (Incoterms 2020), unless otherwise stated.

 

The Group's contracts that satisfy the over-time criteria are typically product development contracts where the customer simultaneously receives and consumes the benefit provided by the Group's performance. In some specific arrangements, due to the highly specific nature of the contract deliverables tailored to the customer requirements and the breakthrough technology solutions that Kromek provides, the Group does not create an asset with an alternative use but retains an enforceable right to payment and recognises revenue over time on that basis.

 

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately as an expense.

 

Contract modifications

 

The Group's contracts are sometimes amended for changes in customers' requirements and specifications. A contract modification exists when the parties to the contract approve a modification that either changes existing, or creates new, enforceable rights and obligations. The effect of a contract modification on the transaction price and the Group's measure of progress towards the satisfaction of the performance obligation to which it relates, is recognised:

 

(a) prospectively as an additional, separate contract;

(b) prospectively as a termination of the existing contract and creation of a new contract; or

(c) as part of the original contract using a cumulative catch up.

 

The majority of the Group's contract modifications are treated under either (a) (for example, the requirement for additional distinct goods or services) or (b) (for example, a change in the specification of the distinct goods or services for a partially completed contract), although the facts and circumstances of any contract modification are considered individually as the types of modifications will vary contract-by-contract and may result in different accounting outcomes.

 

Costs to obtain a contract

 

The Group expenses pre-contract bidding costs that are incurred regardless of whether a contract is awarded. The Group does not typically incur costs to obtain contracts that it would not have incurred had the contracts not been awarded.

 

Costs to fulfil a contract

 

Contract fulfilment costs in respect of over-time contracts are expensed as incurred. No such costs have been incurred in the year under review or in previous years. Contract fulfilment costs in respect of point-in-time contracts are accounted for under IAS 2, Inventories.

 

Sale of Inventories

 

Inventories include raw materials, work-in-progress and finished goods recognised in accordance with IAS 2 in respect of contracts with customers that have been determined to fulfil the criteria for point-in-time revenue recognition under IFRS 15. Also included are inventories for which the Group does not have a contract. This is often because fulfilment costs have been incurred in expectation of a contract award. The Group does not typically build inventory to stock. Inventories are stated at the lower of cost, including all relevant overhead and net realisable value. The Group continued to adopt the policy of valuing its recyclable material. In accordance with the standard, this is valued at the lower of cost and net realisable value, less the cost required to bring the material back into use.

 

Contract receivables

 

Contract receivables represent amounts for which the Group has an unconditional right to consideration in respect of unbilled revenue recognised at the balance sheet date and comprises costs incurred plus attributable margin. The Group does not plan, anticipate or offer extended payment terms within its contractual arrangements unless express payment interest charges are applied and represent a value over and above that contracted or invoiced with the customer.

 

Contract liabilities

 

Contract liabilities represent the obligation to transfer goods or services to a customer for which consideration has been received, or consideration is due, from the customer.

 

Leases

 

The Group recognises a right-of-use ("ROU") asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

 

The ROU asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the ROU or the end of the lease term. The estimated useful lives of the ROU assets are determined on the same basis as those of property and equipment. In addition, the ROU is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the Group's incremental borrowing rate.

 

Lease payments included in the measurement of the lease liability comprise fixed payments.

 

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

 

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the ROU asset, or is recorded in profit or loss if the carrying amount of the ROU has been reduced to zero.

 

The Group has elected not to recognise ROU assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less and leases of low value assets, including IT equipment and leased cars. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

Foreign currencies

 

The individual results of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in pounds sterling, which is the functional currency of the Company and the presentation currency for the consolidated financial statements. The Directors have applied IAS 21 The Effects of Changes in Foreign Exchange Rates and have concluded that the intra-Group loans held by Kromek Limited substantially form part of the net investment in Kromek USA (Kromek Inc, eV Products, Inc. and Nova R&D, Inc.), and so any gain or loss arising on the intra-Group loan balances are recognised as other comprehensive income in the period.

 

In preparing the results of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the average exchange rate for the month to which the transaction relates. At each statement of financial position date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in profit or loss in the period in which they arise.

 

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the statement of financial position date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rate at the date of transaction is used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity. On consolidation, the results of overseas operations are translated into pounds sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the statement of financial position date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised directly in other comprehensive income and are credited/(debited) to the retranslation reserve.

 

Government grants

 

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

 

Government grants towards job creation and growth are normally recognised as income over the useful economic life of the capital expenditure to which they relate.

 

Government grants are recognised in the income statement so as to match them with the related expenses that they are intended to compensate. Grants that relate to capital expenditure are offset against related depreciation costs. Where grants are received in advance of the related expenses, they are initially recognised in the balance sheet and released to match the related expenditure. Non-monetary grants are recognised at fair value.

 

Operating result

 

Operating loss is stated as loss before tax, finance income and costs.

 

Exceptional items

 

Exceptional items are those items that, in the judgement of management, need to be disclosed separately by virtue of their nature, size or incidence. Exceptional items, associated with refinancing costs, have been classified separately in order to draw them to the attention of the reader of the accounts and, in the opinion of the Board, to show more accurately the underlying results of the Group.

 

Retirement benefit costs

 

The Group operates two defined contribution pension schemes for UK employees, one of which is an auto-enrolment workplace pension scheme established following the UK Pensions Act 2008. The employees of the Group's subsidiaries in the US are members of a state-managed retirement benefit scheme operated by the US Government.

 

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. For these schemes, the assets are held separately from those of the Group in independently administered funds. Payments made to US state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the Group's obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme.

 

Taxation

 

The tax expense represents the sum of the tax currently payable and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. The UK R&D tax credit is calculated using the current rules as set out by HMRC and is recognised in the income statement during the period in which the R&D programmes occurred.

 

i)          Current tax

 

The tax credit is based on the taxable loss for the year. Taxable loss differs from net loss as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the date of the statement of financial position.

 

ii)         Deferred tax

 

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the Consolidated Statement of Financial Position and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and 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. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

 

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

 

The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised, based on tax laws and rates that have been enacted or substantively enacted at the date of the statement of financial position. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

 

Property, plant and equipment

 

Property, plant and equipment is stated at cost less accumulated depreciation and any recognised impairment loss.

 

Depreciation is recognised so as to write off the cost or valuation of assets (other than land and properties under construction) less their residual values over their useful lives, using the straight-line method, on the following bases:

 

Plant and machinery                                          6% to 25%

Fixtures, fittings and equipment                         15%

Computer equipment                                         25%

Lab equipment                                                  6% to 25%

 

The gain or loss arising on the disposal or scrappage of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset, and is recognised in income.

 

Internally-generated intangible assets - research and development expenditure

 

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from the Group's product development is recognised only if all of the following conditions are met:

 

§ The technical feasibility of completing the intangible asset so that it will be available for use or sale.

§ Its intention to complete the intangible asset and use or sell it.

§ Its ability to use or sell the intangible asset.

§ How the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset.

§ The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.

§ Its ability to measure reliably the expenditure attributable to the intangible asset during its development.

 

Research expenditure is written off as incurred. Development expenditure is also written off, except where the Directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is deferred and amortised over the period during which the Group is expected to benefit. This period normally equates to the life of the products to which the development expenditure relates. Where expenditure relates to developments for use rather than direct sales of product, the cost is amortised straight-line over a 2-15-year period. Assets that have been developed are not amortised until they are available for use and commercial sale. Provision is made for any impairment.

 

Amortisation of the intangible assets recognised on the acquisitions of Nova R&D, Inc. and eV Products, Inc. are recognised in the income statement on a straight-line basis over their estimated useful lives of between five and fifteen years.

 

Patents and trademarks

 

Patents and trademarks are measured initially at purchase cost and are amortised on a straight-line basis over their estimated useful lives.

 

Impairment of tangible and intangible assets, excluding goodwill

 

At each statement of financial position date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash generating unit ("CGU") to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

 

An intangible asset with an indefinite useful life is tested for impairment at least annually and whenever there is an indication that the asset may be impaired.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate of 9.13% for Advanced Imaging and 11.85% for CBRN and Biological Threat Detection (2023: AI 8.85%, CBRN/Bio 10.92%) that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. See note 10 for further detail.

 

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

 

Inventories

 

Inventories are stated at the lower of cost and net realisable value. The Group continues to adopt a policy of valuing recyclable material. Costs comprise direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated in the statement of financial position at standard cost, which approximates to historical cost determined on a first in, first out basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Work in progress costs are taken as production costs, which include an appropriate proportion of attributable overheads.

 

Provision is made for obsolete, slow moving or defective items where appropriate. This is reviewed by operational finance at least every six months. Given the nature of the products and the gestation period of the technology, commercial rationale necessitates that this provision is reviewed on a case-by-case basis.

 

Provisions for liabilities

 

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Such provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money. Provisions are not recognised for future operating losses.

 

Financial instruments

 

(i)         Recognition and initial measurement

Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

 

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at Fair Value Through Profit or Loss ("FVTPL"), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

 

(ii)        Classification and subsequent measurement

Financial assets

 

(a)        Classification

On initial recognition, a financial asset is classified as measured at: amortised cost; Fair Value through Other Comprehensive Income ("FVOCI") - debt investment; FVOCI - equity investment; or FVTPL.

 

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

 

A financial asset is measured at amortised cost if it meets both of the following conditions:

 

·    It is held within a business model whose objective is to hold assets to collect contractual cash flows.

·    Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in Other Comprehensive Income. This election is made on an investment-by-investment basis.

 

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL.

 

Investments in subsidiaries are carried at cost less impairment.

 

Cash and cash equivalents comprise cash balances and call deposits.

 

(b)        Subsequent measurement and gains and losses

Financial assets at FVTPL - these assets (other than derivatives designated as hedging instruments) are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

 

Financial assets at amortised cost - these assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

 

Financial liabilities and equity

 

Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:

 

(a) They include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group.

 

(b) Where the instrument will or may be settled in the Group's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Group's own equity instruments or is a derivative that will be settled by the Group exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

 

To the extent that these conditions are not met, the proceeds of the issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Group's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.

 

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held for trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

 

Where a financial instrument that contains both equity and financial liability components exists, these components are separated and accounted for individually under the above policy.

 

Convertible loan notes

 

The convertible loan issued by the Group is a hybrid financial instrument, whereby a debt host liability component and an embedded derivative liability component were determined at initial recognition. The conversion option did not satisfy the fixed-for-fixed equity criterion (fixed number of shares and fixed amount of cash). Conversion features that are derivative liabilities are accounted for separately from the host instrument. The embedded derivative is accounted for as a financial instrument through profit or loss and is initially measured at fair value, and changes therein are recognised in profit or loss. The debt host liability is accounted for at amortised cost. In the case of a hybrid financial instrument, IFRS 9 requires that the fair value of the embedded derivative is calculated first and the residual value (residual proceeds) is assigned to the host financial liability. The initial recognition of the embedded derivative conversion feature has been recognised as a liability on the balance sheet with any changes to the fair value of the derivative recognised in the income statement. It has been fair valued using a Black Scholes simulation which was performed at the transaction date and the period end date.

 

The debt host liability will be accounted for using the amortised cost basis with an effective interest rate of 5.67%. The Group will recognise the unwinding of the discount at the effective interest rate, until the maturity date. The carrying amount at the maturity date will equal the cash payment required to be made.

 

Intra-Group financial instruments

 

Where the Group enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, the Group considers these to be insurance arrangements and accounts for them as such. In this respect, the Group treats the guarantee contract as a contingent liability until such time as it becomes probable that the Group will be required to make a payment under the guarantee.

 

(iii)       Impairment

The Group recognises loss allowances for expected credit losses ("ECLs") on financial assets measured at amortised cost, debt investments measured at FVOCI and contract assets (as defined in IFRS 15).

 

The Group measures loss allowances at an amount equal to lifetime ECL, except for other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition, which are measured as twelve-month ECL.

 

Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECL. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information.

 

The Group assumes that the credit risk on a financial asset may have increased if it is more than 120 days past due. This is assessed on a case-by-case basis, taking into consideration the commercial relationship and historical pattern of payments. 

 

The Group considers a financial asset to be at risk of default when:

 

•     the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or

 

•     the financial asset is more than 120 days past due, subject to management discretion and commercial relationships.

 

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

 

Twelve-month ECLs are the portion of ECLs that result from default events that are possible within 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

 

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

 

Measurement of ECLs

 

Credit losses are measured and assessed on an individual balance by balance basis. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses. The general approach incorporates a review for any significant increase in counterparty credit risk since inception.

 

Credit-impaired financial assets

 

At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt securities at FVOCI are credit impaired. A financial asset is "credit impaired" when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

 

Write-offs

 

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. If there is recovery of the financial asset, a reversal will be recognised in the profit and loss.

 

Share-based payments

 

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date and spread over the period during which the employees become unconditionally entitled to the options, which is based on a period of employment of three years from the grant date. In accordance with IFRS 2, from a single entity perspective, Kromek Group plc recognises an increase in investment and corresponding increase in equity to represent the settlement.

 

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. The vesting date is determined based on the date an employee is granted options, usually three years from date of grant. At each statement of financial position date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions and taking into account the average time in employment across the year. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.

 

Cash

 

Cash, for the purposes of the statement of cash flows, comprises cash in hand and term deposits repayable between one and twelve months from balance sheet date, less overdrafts repayable on demand.

 

3.       Critical accounting judgements and key sources of estimation uncertainty

 

In the application of the Group's accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

Critical judgements in applying the Group's accounting policies

 

The following are the critical judgements that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

 

Development costs

 

As described in note 2, Group expenditure on development activities is capitalised if it meets the criteria as per IAS 38. Management have exercised and applied judgement when determining whether the criteria of IAS 38 is satisfied in relation to development costs. As part of this judgement process, management establish the future total addressable market relating to the product or process, evaluate the operational plans to complete the product or process and establish where the development is positioned on the Group's technology road map and asses the costs against IAS 38 criteria. This process involves input from the Group's Chief Technical Officer plus the operational, financial and commercial functions and is based upon detailed project cost analysis of both time and materials.

 

Performance obligations arising from customer contracts

 

As described in note 2, the Group recognises revenue as performance obligations are satisfied when control of the goods and services is transferred to the customer. Management have exercised and applied judgment in determining what the performance obligations are and whether they are satisfied over time or at a point in time. In applying this judgement, management considers the nature of the overall contract deliverable, legal form of the contract and economic resources required for the performance obligation to be satisfied. Management disaggregate revenues by sales of goods and services, revenue from development grants (such as Innovate UK) and revenue from contract customers. Typically, revenue from the sales of goods and services is recognised at a point in time. Revenue from development grants and contract customers is recognised either over time or at a point in time depending on the characteristics of the specific contract when applying IFRS 15.

 

Cash Generating Units

 

Management have exercised judgement in determining the number of CGUs. As set out in note 10, an asset's CGU is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. An asset or group of assets must be identified as a CGU where an active market exists for the output produced by that asset or group of assets, even if some or all of the output is used internally. This is because the asset or group of assets could generate cash inflows that would be largely independent of the cash inflows from other assets or group of assets. The smallest identifiable group of assets identified by management can be split into three markets: advanced imaging, CBRN and biological threat detection. CGUs are not necessarily consistent with the way management monitors the business. Management continues to oversee and monitor the business as two separate operating segments - UK and US - and as three separate CGUs as noted above.

 

Key sources of estimation uncertainty

 

The key assumptions concerning the future, and other key sources of estimation uncertainty at the statement of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

 

i)          Development costs

 

The key source of estimation uncertainty relates to the estimation of the asset's recoverable amount, which involves assumptions in relation to future uncertainties including discount rates and growth rates. For further details, see note 10.

 

As disclosed in note 11, development costs are capitalised in accordance with the accounting policy noted above. These capitalised assets are amortised over the period during which the Group is expected to benefit.

 

ii)    Contract revenue

 

This policy requires forecasts to be made of the outcomes of long-term contracts, which include assessments and judgements on changes in expected costs. A change in the estimate of total forecast contract costs would impact the stage of completion of those contracts and the level of revenue recognised thereon, which could have a material impact on the results of the Group.

 

iii)    R&D tax credit

 

The R&D tax credit is calculated using the current rules as prescribed by HMRC. The estimation is based on the actual UK R&D projects that qualify for the scheme that have been carried out in the period. Management estimates the tax credit on a prudent basis and then obtain additional professional input from the Group's tax advisers prior to submission of the claim to HMRC. The Group has assumed 100% of the R&D tax credit is recoverable. If only 95% of the claim were to be accepted by HMRC, this would have the effect of reducing the tax receivable and corresponding tax credit by £19k to £353k.

 

iv)        Recoverability of receivables and amounts recoverable on contract ("AROC")

 

Management judges the recoverability at the balance sheet date and makes a provision for impairment where appropriate. The resultant provision for impairment represents management's best estimate of losses incurred in the portfolio at the balance sheet date, assessed on the customer risk scoring and commercial discussions. Further, management estimates the recoverability of any AROC balances relating to customer contracts. This estimate includes an assessment of the probability of receipt, exposure to credit loss and the value of any potential recovery. Management bases this estimate using the most recent and reliable information that can be reasonably obtained at any point of review. A material change in the facts and circumstances could lead to a reversal of impairment proportional to the expected cash inflows supported by this information.   

 

v)         Impairment reviews

 

Management conducts annual impairment reviews of the Group's non-current assets on the consolidated statement of financial position. This includes goodwill annually, development costs where IAS 36 requires it, and other assets as the appropriate standards prescribe. Any impairment review is conducted using the Group's future growth targets regarding its key markets of nuclear detection, medical imaging and security screening. The current carrying value of this class of assets is £46,076k as set out on the Group's consolidated statement of financial position. Sensitivities are applied to the growth assumptions to consider any potential long-term impact of current economic conditions. Provision is made where the recoverable amount is less than the current carrying value of the asset. Further details as to the estimation uncertainty and the key assumptions are set out in note 10.

 

vi)        Calculation of share-based payment charges

 

The charge related to equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date they are granted, using an appropriate valuation model selected according to

the terms and conditions of the grant. The simplest option pricing model is the Black-Scholes model, which tends to be suitable for simple forms of share awards, in particular where there are no market-based performance conditions. More complex share schemes require the use of a more complex model such as the Monte Carlo Model. Judgement is applied in determining the most appropriate valuation model and estimates are used in determining the inputs to the model. The Group has engaged a third-party expert in FY 2024 to value the LTIPs granted in year using the Monte Carlo Model. 

 

vii)       Convertible loan notes

 

The Group issued £2.8m of convertible loan notes during the prior year. The convertible loan is a hybrid financial instrument, whereby a debt host liability component and an embedded derivative liability component was determined at initial recognition. The conversion option did not satisfy the fixed-for-fixed equity criterion (fixed number of shares and fixed amount of cash).

 

During the period, all but one noteholder converted their convertible loan holdings, as well as the interest accrued on that holding into equity. This resulted in the issue of 48,003,042 new ordinary shares during the period. A further 100,000 ordinary shares were issued in lieu of professional fees due in respect of the conversion of the convertible loan notes.

 

For convertible notes with embedded derivative liabilities, the fair value of the embedded derivative liability is determined first and the residual amount is assigned to the debt host liability.

 

The embedded derivative has been fair valued using a Black Scholes simulation that was performed at the transaction date and the period end date. The future expected market share price of the Group and the volatility of the share price are the key estimates that are critical in the determination of the fair value of the embedded derivative and subsequently the debt host liability of the convertible loan notes.

 

4.         Operating segments

 

Products and services from which reportable segments derive their revenues

 

For management purposes, the Group is organised into two geographical business segments from which the Group currently operates (US and UK) and it is these operating segments for which the Group is providing disclosure. Whilst there are two operating segments (US and UK), the Group recognises three CGUs (CBRN detection, advanced imaging and biological threat detection) on the basis that operating segments can consist of multiple CGUs. Both operating segments serve the three principal key markets. However, typically, the US business unit focuses principally on advanced imaging and the UK focuses on CBRN detection and biological threat detection. However, this arrangement is flexible and can vary based on the geographical location of the Group's customer.

 

The chief operating decision maker is the Board of Directors, which assesses the performance of the operating segments using the following key performances indicators: revenues, gross profit and operating profit. The amounts provided to the Board with respect to assets and liabilities are measured in a way consistent with the financial statements.

 

Analysis by geographical area

 

A geographical analysis of the revenue from the Group's customers, by destination, is as follows:

		2024 £'000		2023 £'000
United Kingdom		3,023		3,944
North America		5,937		6,110
Asia		1,374		2,071
Europe		8,950		5,031
Other		119		153
Total revenue		19,403		17,309

 

The Group has aggregated its CGUs, being CBRN detection, advanced imaging and biological threat detection, into two reporting segments being the operational business units in the UK and US. The UK operations comprise Kromek Group plc and Kromek Limited and the US operations comprise Kromek Inc, eV Products Inc and Nova R&D Inc. The Board currently considers this to be the most appropriate aggregation due to the main markets that are typically addressed by the UK and US business units and the necessary skillsets and expertise.

 

As the CGUs of advanced imaging, CBRN detection and biological threat detection continue to grow and mature, we are working towards reporting on the basis of two business segments being advanced imaging and CBRN/biological threat detection, rather than the current geographic segments.

 

A geographical analysis of the Group's revenue by origin is as follows:

 

Year ended 30 April 2024:

	UK Operations £'000		US Operations £'000		Total for Group £'000
Revenue from sales -Sale of goods and services	12,600		15,164		27,764
-Revenue from grants	582		-		582
-Revenue from contract customers	2,478		-		2,478
Total sales by segment	15,660		15,164		30,824
Removal of inter-segment sales	(7,770)		(3,651)		(11,421)
Total external sales	7,890		11,513		19,403
Segment result - operating loss before exceptional items	(153)		(1,222)		(1,375)
Interest received	40		-		40
Interest expense	(1,636)		(238)		(1,874)
Exceptional items	(246)		-		(246)
Loss before tax	(1,995)		(1,460)		(3,455)
Tax credit	172		(10)		162
Loss for the year	(1,823)		(1,470)		(3,293)
Reconciliation to adjusted EBITDA:
Net interest	1,596		238		1,834
Tax	(172)		10		(162)
Depreciation of PPE and right-of-use assets	977		774		1,751
Amortisation of intangible assets	1,466		1,292		2,758
Change in fair value of derivative	(517)		-		(517)
Share-based payment charge	490		-		490
Exceptional items	246		-		246
Adjusted EBITDA	2,263		844		3,107
Other segment information
Property, plant and equipment additions	42		104		146
Right-of-use assets	2,250		3,765		6,015
Release of capital grant	(44)		-		(44)
Intangible asset additions	2,471		2,425		4,896
Statement of financial position
Total assets	36,188		34,004		70,192
Total liabilities	(14,931)		(5,907)		(20,838)

 

Year ended 30 April 2023:

	UK Operations £'000		US Operations £'000		Total for Group £'000
Revenue from sales -Sale of goods and services	11,530		14,844		26,374
-Revenue from grants	226		-		226
-Revenue from contract customers	2,164		51		2,215
Total sales by segment	13,920		14,895		28,815
Removal of inter-segment sales	(8,529)		(2,977)		(11,506)
Total external sales	5,391		11,918		17,309
Segment result - operating loss before exceptional items	(1,881)		(4,168)		(6,049)
Interest received	2		-		2
Interest expense	(975)		(270)		(1,245)
Loss before tax	(2,854)		(4,438)		(7,292)
Tax credit	1,192		-		1,192
Loss for the year	(1,662)		(4,438)		(6,100)
Reconciliation to adjusted EBITDA:
Net interest	973		270		1,243
Tax	(1,192)		-		(1,192)
Depreciation of PPE and right-of-use assets	1,004		899		1,903
Amortisation of intangible assets	1,558		1,333		2,891
Share-based payment charge	(77)		-		(77)
Exceptional items	354		-		354
Adjusted EBITDA	958		(1,936)		(978)
Other segment information
Property, plant and equipment additions	42		227		269
Right-of-use assets	2,133		3,752		5,885
Release of capital grant	(44)		-		(44)
Intangible asset additions	2,761		2,243		5,004
Statement of financial position
Total assets	35,687		28,191		63,878
Total liabilities	(16,433)		(5,921)		(22,354)

 

Inter-segment sales are charged on an arms-length basis.

 

No other additions of non-current assets have been recognised during the year other than property, plant and equipment, and intangible assets.

 

No impairment losses were recognised in respect of property, plant and equipment and intangible assets including goodwill.

 

The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 2. Segment loss represents the loss reported by each segment. This is the measure reported to the Group's Chief Executive for the purpose of resource allocation and assessment of segment performance.

 

Revenues from major products and services The Group's revenues from its major products and services were as follows:		2024 £'000		2023 £'000
Product revenue		16,351		14,768
Research and development revenue		3,052		2,541
Consolidated revenue		19,403		17,309

Information about major customers

 

Included in revenues arising from US operations are revenues of approximately £4,878k (2023: £4,688k) that arose from the Group's largest commercial customer. Included in revenues arising from UK operations are revenues of approximately £2,121k (2023: £1,243k) that arose from a major commercial customer of the Group and the largest commercial customer of the UK operations.

 

5.       Loss before tax for the year

 

Loss before tax for the year has been arrived at after charging/(crediting):

	2024 £'000		2023 £'000
Net foreign exchange gains	(26)		(98)
Research and development costs recognised as an expense	793		882
Depreciation of property, plant and equipment	1,751		1,910
Release of capital grant	(44)		(44)
Amortisation of internally-generated intangible assets	2,758		2,891
Cost of inventories recognised as expense	5,590		4,858
Exceptional item (see note 7)	246		-
Staff costs (see note 6)	10,051		11,166

 

6.       Staff costs

 

The average monthly number of employees (excluding Non-Executive Directors) was:

		2024 Number		2023 Number
Directors (Executive)		3		3
Research and development, production		136		149
Sales and marketing		8		8
Administration		15		13
		162		173

 

Their aggregate remuneration comprised:

		2024 £'000		2023 £'000
Wages and salaries		8,176		9,418
Social security costs		747		824
Pension scheme contributions		638		570
Share-based payments		490		354
		10,051		11,166

 

Staff costs are shown net of a credit of £1,010k relating to a US Employee Retention Credit included in other debtors at 30 April 2024.

The total Directors' emoluments (including Non-Executive Directors) was £1,044k (2023: £933k). The aggregate value of contributions paid to money purchase pension schemes was £27k (2023: £26k) in respect of four Directors (2023: four Directors). A breakdown of remuneration by Director will be provided in the Company's annual report and accounts for the year ended 30 April 2024. There has been no exercise of share options by the Directors in the period and therefore no gain recognised in the year (2023: £nil).

 

The highest paid Director received emoluments of £313k (2023: £270k), including an amount paid to a money purchase pension scheme of £4k (2023: £4k). Key management compensation:

		2024 £'000		2023 £'000
Wages and salaries and other short-term benefits		1,184		1,096
Social security costs		117		117
Pension scheme contributions		36		33
Share-based payment expense		456		273
		1,793		1,519

 

Key management comprise the Executive Directors, Non-Executive Directors and senior operational staff. There were three Executive Directors in 2024 (2023: three); four Non-Executive Directors in 2024 (2023: four) and two senior operational staff in 2024 (2023: two).

 

7.         Exceptional Items

 

Exceptional items, booked to operating costs, comprised the following:

		2024 £'000		2023 £'000
Refinancing costs		246		-
Total exceptional items		246		-

 

The Group recognised an exceptional expense of £246k in relation to refinancing costs in the year to 30 April 2024. This related to the refinancing of the HSBC RCF, which was replaced by a new term loan from Polymer N2 Ltd, which is a current shareholder of the Group.

 

8.       Tax

 

Recognised in the income statement

	2024 £'000		2023 £'000
Current tax credit:
UK corporation tax on losses in the year	278		940
Adjustment in respect of previous periods	58		252
Foreign taxes paid	(10)		-
Total current tax	326		1,192
Deferred tax:
Origination and reversal of timing differences	(164)		-
Total deferred tax	(164)		-
Total tax credit in income statement	162		1,192

 

The main rate of UK corporation tax for the financial year was 25% (2023: 19.49%) whilst the US federal corporate tax rate is 21%. The deferred tax asset at 30 April 2024, which has been recognised, has been calculated at 25% (2023: 19.49%).

Reconciliation of tax credit

 

The charge for the year can be reconciled to the profit in the income statement as follows:

	2024 £'000		2023 £'000
Loss before tax	(3,455)		(7,292)
Tax at the UK corporation tax rate of 25% (2023: 19.49%)	864		1,422
Non-taxable (income)/expenses not deductible	(148)		36
Effect of R&D	737		396
Effect of other tax rates/credits	(58)		63
Unrecognised movement on deferred tax	(1,379)		(1,251)
Adjustment in respect of previous periods	58		252
Effects of overseas tax rates	96		274
Deferred tax (charged)/credited directly to equity	(8)		-
Total tax credit for the year	162		1,192

 

Further details of deferred tax are given in note 14. There are no tax items charged to other comprehensive income.

 

The effect of R&D is the tax impact of capitalised development costs being deducted in the year in which they are incurred.

 

The rate of corporation tax for the year is 25% (2023: 19.49%). The other tax jurisdiction that the Group currently operates in is the US. Any deferred tax arising from the US operations is calculated at 30.99%, which represents the federal plus state tax rate.

 

9.       Losses per share

 

As the Group is loss making, dilution has the effect of reducing the loss per share. The calculation of the basic earnings per share is based on the following data:

Losses		2024 £'000		2023 £'000
Losses for the purposes of basic and diluted losses per share being net losses attributable to owners of the Group		(3,293)		(6,100)
		2024		2023
Number of shares		Number		Number
Weighted average number of ordinary shares for the purposes of basic losses per share		595,404,643		431,851,820
Effect of dilutive potential ordinary shares:
Share options		1,018,796		312,909
Weighted average number of ordinary shares for the purposes of diluted losses per share		596,423,439		432,164,729

 

 

		2024		2023
Basic loss per share (p)		(0.6)		(1.4)

 

Basic earnings per share is calculated by dividing the loss attributable to shareholders by the weighted average number of ordinary shares in issue during the year. IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share or increase the loss per share. For a loss-making company with outstanding share options, net loss per share would be decreased by the exercise of options. Therefore, the anti-dilutive potential ordinary shares are disregarded in the calculation of diluted EPS.

 

10.     Intangible assets including goodwill

			£'000
Cost
At 1 May 2023 and 30 April 2024			1,275
Accumulated impairment losses
At 1 May 2023 and 30 April 2024			-
Carrying amount
At 1 May 2023 and 30 April 2024			1,275

 

Goodwill acquired in a business combination is allocated, at acquisition, to the CGUs that are expected to benefit from that business combination. Before recognition of impairment losses, the carrying amount of goodwill had been allocated as follows:

 

CGU	Goodwill £'000		Intangibles £'000
Advanced Imaging	1,275		14,835
CBRN Detection	-		6,903
Biological Threat Detection	-		10,988
Total	1,275		32,726

 

The goodwill arose on the acquisition of Nova R&D, Inc. in 2010, and represents the excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired.

 

Goodwill has been allocated to the advanced imaging CGU.

 

Impairment tests

 

The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired, by comparing the carrying value of the goodwill to its value in use on a discounted cash flow basis.

  

The Group tests intangible assets with finite lives for impairment if an indicator exists. In undertaking the impairment test, management considered both internal and external sources of information. The impairment testing did not identify any impairments in each of the CGUs.

 

Forecast cash flows

 

Management have prepared cash flow forecasts for 10 years (CBRN detection/biological threat detection) and 15 years (advanced imaging) plus a perpetuity. This exceeds the five years as set out in the standard but has been used on the basis that the entity is in the early stage of its maturity and will not have reached steady state after five years. Management have visibility over contracts in place and in the pipeline that enable it to forecast accurately and the cash flows are based on the useful economic life of the 'know how', which is considered to be the essential asset.

 

Advanced Imaging

 

The key assumptions to the value-in-use calculations are set out below:

 

-     Growth rate. The 2024 model includes a prudent revenue growth rate in years 1 and 2. This growth rate comprises of increases in raw material to finished product efficiencies, factoring in existing contracts and those in the pipeline and is reflective of historical growth rates as well as and the Group's share of the overall markets the advanced imaging CGU operates in.

-     Discount rates. Management have derived a pre-tax discount rate of 9.13% (2023: 8.85%) using the latest market assumptions for the risk-free rate, the equity premium and the net cost of debt, which are all based on publicly available sources, as well as adjustments for forecasting risk for which management considered the historical growth of the entity as well as the visibility of cash flows from a contracted perspective, which are all based on publicly available sources. The discount rate is higher than that used in 2023. The key drivers of this change are the changes in market assumptions for US corporate bond yields and risk-free rates.

 

The Challenge Model Base Case incorporates the following into the advanced imaging forecast:

·      Revised year 1 and year 2 cash flows to match the severe but plausible budget conducted as part of the Going Concern review.

·      Modelled a smoother increase in revenues from the year 1 and year 2 budgets to year 15 whilst taking into consideration potential capacity constraints.

 

CBRN Detection

 

-     Growth rate. The 2024 model includes a growth rate of 25% per annum, which is reflective of recent growth in this particular sector of the business. This growth rate considers existing contracts and those in the pipeline and is reflective of historical growth rates as well as and the Group's share of the overall markets the CBRN detection CGU operates in. No growth is assumed after 10 years.

-     Discount rates. Management have derived a pre-tax discount rate of 11.85% (2023: 10.92%) using the latest market assumptions for the risk-free rate, the equity premium and the net cost of debt, which are all based on publicly available sources, as well as adjustments for forecasting risk for which management considered the historical growth of the entity as well as the visibility of cash flows from a contracted perspective. The discount rate is higher than that used in 2023. The key drivers of this change are the changes in market assumptions for UK corporate bond yields and risk-free rates.

 

The Challenge Model Base Case scenarios incorporates the following into the CBRN detection forecast:

 

·      Revised year 1, 2 and 3 cash flows to match the severe but plausible budget conducted as part of the Going Concern review.

·      Modelled a smoother increase in revenues from the year 1 and year 2 budgets to year 10.

 

Biological Threat Detection

 

-     Growth rate. The 2024 model is based on management's assumption of future programme revenue and product delivery. The forecast revenue consists of known revenue opportunities across four key areas. For prudency, additional upside revenue from other known opportunities has been excluded.

-     Discount rates. Management have derived a pre-tax discount rate of 11.85% (2023: 10.92%) using the latest market assumptions for the risk-free rate, the equity premium and the net cost of debt, which are all based on publicly available sources, as well as adjustments for forecasting risk for which management considered the historical growth of the entity as well as the visibility of cash flows from a contracted perspective.

 

The Challenge Model Base Case scenarios incorporates the following into the biological threat detection forecast:

 

·      Modelled a smoother increase in revenues from the year 1 and year 2 budgets to year 10.

 

Sensitivities

 

The headroom in the base case model for each CGU are noted below:

	Advanced Imaging headroom	CBRN Detection headroom	Biological Threat Detection headroom
Base model	£20,977k	£60,317k	£66,206k
Combination of Discount Rate +2% and Challenge model	£17,613k	£51,296k	£56,998k
Combination of Discount Rate -2% and Challenge model	£24,798k	£70,953k	£76,981k

The table below sets out the headroom in the challenge base model for each CGU:

	Advanced Imaging headroom	CBRN Detection headroom	Biological Threat Detection headroom
Challenge base model	£15,489k	£13,200k	£30,780k
Combination of Discount Rate +2% and Challenge model	£11,751k	£9,980k	£26,101k
Combination of Discount Rate -2% and Challenge model	£19,958k	£16,998k	£36,212k

 

The Directors have reviewed the recoverable amount of each CGU and do not consider there to be any impairment in 2024 or 2023.

 

11.     Other intangible assets

	Development costs £'000		Patents, trademarks & other intangibles £'000		Total £'000
Cost
At 1 May 2023	40,705		8,097		48,802
Additions	4,644		252		4,896
Exchange differences	45		14		59
At 30 April 2024	45,394		8,363		53,757
Amortisation
At 1 May 2023	11,575		6,673		18,248
Charge for the year	2,519		239		2,758
Exchange differences	12		13		25
At 30 April 2024	14,106		6,925		21,031
Carrying amount
At 30 April 2024	31,288		1,438		32,726
At 30 April 2023	29,130		1,424		30,554

 

The Group amortises capitalised development costs on a straight-line basis over a period of 2-15 years rather than against product sales directly relating to the development expenditure. Any impairment of development costs are recognised immediately through the profit and loss.

 

Patents and trademarks are amortised over their estimated useful lives, which is on average 10 years.

 

The carrying amount of acquired intangible assets arising on the acquisitions of Nova R&D, Inc. and eV Products, Inc. as at 30 April 2024 was £180k (2023: £182k), with amortisation to be charged over the remaining useful lives of these assets, which is between 3 and 13 years.

The amortisation charge on intangible assets is included in administrative expenses in the consolidated income statement.

 

Further details on impairment testing are set out in note 10.

 

12.     Property, plant and equipment

 

		Lab equipment £'000			Computer equipment £'000		Plant and machinery £'000		Fixtures and fittings £'000		Total £'000
Cost or valuation
At 1 May 2023		210			1,497		18,849		628		21,184
Additions		-			31		108		7		146
Disposals		-			(35)		-		-		(35)
Exchange differences		-			2		26		1		29
At 30 April 2024		210			1,495		18,983		636		21,324
Accumulated depreciation and impairment
At 1 May 2023		117			1,304		9,532		400		11,353
Charge for the year		42			77		1,095		50		1,264
Exchange differences		-			2		29		1		32
At 30 April 2024		159			1,383		10,656		451		12,649
Carrying amount
At 30 April 2024		51			112		8,327		185		8,675
At 30 April 2023		93			193		9,317		228		9,831

 

13.     Inventories

	2024 £'000		2023 £'000
Raw materials	2,167		2,204
Work-in-progress	7,914		8,321
Finished goods	214		369
	10,295		10,894

 

The cost of inventories recognised as an expense during the year in respect of continuing operations was £5,590k (2023: £4,858k).

 

The write-down of inventories to net realisable value amounted to £1,292k (2023: £1,226k). The reversal of write-downs amounted to £123k (2023: £271k).

 

14.        Deferred tax

 

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period:

 

	Fair value revaluation of acquired intangibles £'000		Accelerated capital allowances £'000		Short-term timing differences £'000		Tax losses £'000		Share-based payments £'000		Total £000
At 1 May 2023	389		7,206		(656)		(6,939)		-		-
(Credit)/charge to profit or loss	-		271		(166)		175		(116)		164
(Credit)/charge to equity	-		-		-		-		(8)		(8)
At 30 April 2024	389		7,477		(822)		(6,764)		(124)		156

 

Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

 

	2024 £'000		2023 £'000
Deferred tax liabilities	6,917		6,939
Deferred tax assets	(6,761)		(6,939)
	156		-

 

At the statement of financial position date, the Group has unused tax losses of £58,465k (2023: £56,129k) available for offset against future profits. A deferred tax asset has been recognised in respect of £6,764k (2023: £6,939k) of such losses. The asset is considered recoverable because it can be offset to reduce future tax liabilities arising in the Group. No deferred tax asset has been recognised in respect of the remaining £31,409k (2023: £28,373k) as it is not yet considered sufficiently certain that there will be future taxable profits available. All losses may be carried forward indefinitely subject to a significant change in the nature of the Group's trade with US losses having a maximum life of 20 years.

 

15.        Borrowings

		2024 £'000		2023 £'000
Secured borrowing at amortised cost
Revolving credit facility and capex facility		-		5,000
Term loan facility		5,767		-
Other borrowings		2,298		1,357
Convertible loan notes (see note 16)		34		2,529
		8,099		8,886
Total borrowings
Amount due for settlement within 12 months		7,573		8,318
Amount due for settlement after 12 months		526		568

 

During the period, the Group completed a refinancing of its £5.0m revolving credit facility with HSBC with the signing of a new £5.5m secured term loan. The new term loan facility was provided by Polymer N2 Ltd, an existing and significant shareholder in the Company. The facility has a repayment date for the principal sum of 27 March 2025, with an option to extend for a further 12 months. It carries a fixed interest rate of 9.5%, which is payable quarterly, and Kromek has the option to pay the interest through the issue of new ordinary shares of 1p each in the Company at the trailing 10-day volume weighted average price of the Company's ordinary shares on the date that payment falls due.

 

Other borrowings comprise:

 

·    A fit-out loan with the landlord in the US in respect of the facility occupied by eV Products, Inc. This loan is repaid in equal instalments on a monthly basis and attracts interest at 7.50% per annum. At 30 April 2024, the total loan due to the landlord was £34k (30 April 2023: £0.2m) and was fully repaid post year-end.

·    In 2020 and 2021, the Group's US operations were eligible to apply for Covid-related Economic Injury Disaster Loans. A loan of £0.1m was approved and secured in June 2020 and a further loan of £0.4m was approved and secured in August 2021. These loans attract interest at a rate of 3.75% per annum and the maturity date is 30 years from the date of the loan.

·    A short-term £0.4m loan in September 2023 and a short-term £1.1m loan in March 2024 to aid with working capital requirements.

 

Convertible loan notes of £2.8m were secured in the prior year. This is discussed further in note 16.

 

Finance lease liabilities are secured by the assets leased. The borrowings are at a fixed interest rate with repayment periods not exceeding five years.

 

The weighted average interest rates paid during the year were as follows:

		2024 %	2023 %
Term loan facility		6.38	6.90
Other borrowing facilities		2.73	3.40

 

16.     Convertible loan notes

 

During the prior year, the Group issued convertible loan notes to the value of £2.8m at an interest rate of 8% per annum, with interest accruing monthly.

 

The convertible loan is a hybrid financial instrument, whereby a debt host liability component and an embedded derivative liability component were determined at initial recognition. The conversion option did not satisfy the fixed-for-fixed equity criterion (fixed number of shares and fixed amount of cash) and hence these instruments are not considered to contain an equity element.

 

During the period, all but one noteholder converted their convertible loan holdings, as well as the interest accrued on that holding, into equity. This resulted in the issue of 48,003,042 new ordinary shares during the period. A further 100,000 ordinary shares were issued in lieu of professional fees due in respect of the conversion of the convertible loan notes.

 

The debt host liability was accounted for using the amortised cost basis with an effective interest rate of 5.67%. The Group will recognise the unwinding of the discount at the effective interest rate, until the maturity date. The carrying amount at the maturity date will equal the cash payment required to be made.

 

	Embedded derivative £'000		Convertible loan note £'000		Total £'000
Balance at 1 May 2023	517		2,526		3,043
Unwinding of discount	-		298		298
Change in fair value	(517)		-		(517)
Extinguished on conversion	-		(2,790)		(2,790)
Balance at 30 April 2024	-		34		34

 

In September 2023, three noteholders converted 15% of their convertible loan note holding, as well as the interest accrued on that holding during the first 12 months, into equity. This resulted in the issue of 7,830,630 new ordinary shares.

 

In January 2024, two noteholders converted 100% of the residual holding, as well as the accrued interest, into equity. This resulted in the issue of 23,639,520 new ordinary shares.

 

In February 2024, two noteholders converted 100% of their holding, as well as the accrued interest, into equity. This resulted in the issue of 16,532,893 new ordinary shares.

 

The balance of the loan note liability of £34k at 30 April 2024, as well as the accrued interest, was converted into equity on 22 May 2024.

 

17.     Notes to the cash flow statement

		2024 £'000		2023 £'000
Loss for the year		(3,293)		(6,100)
Adjustments for:
Finance income		(40)		(2)
Finance costs		1,874		1,245
Change in fair value of derivative		(203)		(77)
Income tax credit		(322)		(1,192)
Depreciation of property, plant and equipment and ROU		1,751		1,903
Amortisation of intangible assets		2,758		2,891
Disposal of fixed asset		35		-
Share-based payment expense		490		354
Operating cash flow before movements in working capital		3,050		(978)
Decrease/(increase) in inventories		599		(391)
(Increase)/decrease in receivables		(7,454)		900
Decrease in payables		(62)		(529)
Cash used in operations		(3,867)		(998)
Income taxes received		1,065		1,195
Net cash (used in)/from operating activities		(2,802)		197

 

Cash and cash equivalents

	2024 £'000		2023 £'000
Cash and bank balances	466		1,097

 

Cash and cash equivalents comprise cash and term bank deposits repayable between one and twelve months from balance sheet date, net of outstanding bank overdrafts. The carrying amount of these assets is approximately equal to their fair value.

 

18.        Events after the balance sheet date

 

Post year-end, the Group converted a loan note liability of £34k into equity. This resulted in the issue of 527,092 new ordinary shares.

 

The Group has received further financing of £3.4m from Polymer N2 Ltd since year-end. The further financing was provided on the same terms as the initial Polymer N2 Ltd loan described above.