CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
In Euro	Share Capital	Share premium	Foreign currency translation reserve	Accumulated  deficit	Total	Non-controlling interests	Total equity
Balance at 31 December 2022	205,469	39,181,789	(39,161)	(30,069,843)	9,278,254	1,546,887	10,825,141
Total comprehensive expense for the year
Loss of the year	-	-	-	(3,856,103)	(3,856,103)	(419,245)	(4,275,348)
Total other comprehensive expense	-	-	-	(10,769)	(10,769)	-	(10,769)
Total comprehensive expense for the period	-	-	-	(3,866,872)	(3,866,872)	(419,245)	(4,286,117)
Translation reserve	-	-	(5,741)	-	(5,741)	(5,731)	(11,472)
Share-based payment	-	-	-	54,573	54,573	-	54,573
Balance at 31 December 2023	205,469	39,181,789	(44,902)	(33,882,143)	5,460,213	1,121,911	6,582,124
Total comprehensive expense for the year
Loss of the year	-	-	-	(5,140,237)	(5,140,237)	(233,881)	(5,374,118)
Total other comprehensive income	-	-	-	18,154	18,154	-	18,154
Total comprehensive expense for the period	-	-	-	(5,122,083)	(5,122,083)	(233,881)	(5,355,964)
Capital raised	113,148	8,033,534	-	-	8,146,682	-	8,146,682
Expenditure related to the issuance of shares	-	(646,302)	-	-	(646,302)	-	(646,302)
Acquisition of 48,95% Setcar	-	-	-	(649,237)	(649,237)	(814,499)	(1,463,736)
Translation reserve	-	-	(35,454)	-	(35,454)	-	(35,454)
Share-based payment	-	-	-	(76,741)	(76,741)	-	(76,741)
Balance at 31 December 2024	318,617	46,569,021	(80,356)	(39,730,204)	7,077,078	73,531	7,150,609

 

 

                    COMPANY STATEMENT OF CHANGES IN EQUITY

		Share			Share		Accumulated		Total
	In Euro		capital		premium		deficit		equity
	Balance at 31 December 2022		205,469		39,181,789		(5,346,322)		34,040,936
	Loss for the year		-		-		(14,509,549)		(14,509,549)
	Share-based payment		-		-		85,532		85,532
	Balance at 31 December 2023		205,469		39,181,789		(19,770,339)		19,616,919
	Loss for the year		-		-		(17,665,515)		(17,665,515)
	Capital raised		113,148		8,033,534		-		8,146,682
	Cost directly attributable to the issuance of shares		-		(646,302)		-		(646,302)
	Share-based payment		-		-		(68,999)		(68,999)
	Balance at 31 December 2024		318,617		46,569,021		(37,505,853)		9,382,785

 

                        CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS

			Group		Company
	In Euro	Note	2024	2023	2024	2023
	Cash flows from operating activities
	Loss for the year before tax		(5,374,118)	(4,307,066)	(17,665,515)	(14,509,549)
	Adjustments for:
	Depreciation	12	741,264	817,611	-	-
	Amortisation of intangible assets	11	445,037	452,582	-	-
	Impairment on intangible assets	11	69,444	-	-	-
	Impairment on assets under construction	11	134,121
	Disposal loss on tangible and intangible assets		4,326	24,014	-	-
	Share-based payment expense	7	(76,741)	54,573	(68,999)	85,532
	Finance income	9	(204,767)	(72,270)	(115,751)	(39,214)
	Finance expense		156,322	175,350	22,340	3,018
	Interest of lease liabilities	9	6,069	19,310	-	-
	Impairment on inventory		343,946	-	-	-
	Impairment of investments	13	-	-	16,875,963	13,602,359
			(3,755,097)	(2,835,896)	(951,962)	(857,854)
	Decrease/(Increase) in:
	- inventories		(148,518)	240,461	-	-
	- trade and other receivables	14	2,619,479	(374,105)	(2,376)	18,619
	- trade and other payables		(832,069)	712,208	49,663	4,136
	- provisions and employee benefits		(208,610)	(224,170)	-	-
	- Other provision	22	(20,542)	(150,150)	-	-
	Net cash used in operating activities		(2,345,357)	(2,631,652)	(904,675)	(835,099)
	Cash flows from investing activities
	Interest received	9	87,732	46,108	-	-
	Investment in intangible assets		(247,451)	(213,538)	-	-
	Acquisition / investment in subsidiary	13	(1,500,326)	-	(3,585,000)	(1,964,800)
	Acquisition of property, plant and equipment		(100,547)	(271,281)	-	-
	Net cash used in investing activities		(1,760,592)	(438,711)	(3,585,000)	(1,964,800)
	Cash flows from financing activities
	Proceeds from capital raise net of issuance costs	17	7,500,380	-	7,500,380	-
	Interest on loan and other financial costs	9	(143,459)	(159,225)	(22,340)	(3,018)
	New borrowings	18	1,172,896	945,278	1,000,000	-
	Repayment of borrowings	18	(1,738,490)	(820,084)	(1,000,000)	-
	Repayment of lease liabilities		(215,714)	(244,762)	-	-
	New lease liabilities		-	-	-	-
	Net cash from/(used in) financing activities		6,575,613	(278,793)	7,478,040	(3,018)
	Net increase/(decrease) in cash and cash equivalent		2,469,664	(3,349,156)	2,988,365	(2,802,917)
	Cash and cash equivalent at beginning of the year		2,393,303	5,727,768	1,024,286	3,787,989
	Exchange gains on cash and cash equivalents		118,171	14,691	115,751	39,214

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

1.    Basis of preparation

a)    Statement of compliance

These consolidated and parent Company financial statements have been prepared in accordance with UK-adopted International Accounting Standards (IFRSs). The principal accounting policies are summarised below. They have all been applied consistently throughout the year and the preceding year, unless otherwise stated.

All notes, except as otherwise indicated, are presented in Euros ("€").

 

I.             Going Concern

The Group meets its working capital requirements through the receipt of revenues from the provision of its services and sale of products, mainly in Europe, the management of capital and operating expenditure, the working capital and other borrowing facilities available to it and from the issue of equity capital.

 

The conflicts in Ukraine and the Middle East, high inflation, increased tariffs in international trade policies, and increased interest rates by Central Banks have been an additional cause of uncertainty over the macro-economic outlook, affecting both the political and business environments. These events have had a significant impact on global economies and markets, and on the operations and operational funding of companies experiencing widespread inflationary cost pressures and supply chain disruption. In particular, certain sectors such as textiles and environmental services have been directly affected - the former by increased raw material and energy costs, and the latter by rising operational expenses and delays in public and private sector contracting - adding further pressure on businesses operating in these industries.

 

Management believes that the Group has systems and protocols in place to address the challenges. However, as at the date of approval of these financial statements, it is not clear how long the current circumstances are likely to last and what the long-term impact will be.

 

On 11 June 2024, the Group announced the launch of a fundraise of £6.9 million, by way of a placing and subscription, to fund the acquisition of the minority interests of its subsidiary, Setcar SA, and to sustain the expected high growth of the business. The capital raise was effective after the shareholders' approval at a General Meeting held on 27 June 2024. As at 31 December 2024, the Group held cash and cash equivalents of €4.98 million (31 December 2023: €2.39 million) and is currently funded through €7.15 million of shareholder equity and €1.71 million of loans and bank debt, most of which are repayable over two years. As at 30 April 2025, the Group held €3.6m of gross cash.

 

The Directors prepared a cash flow forecast for the Group and the Parent Company for the period to December 2026, to assess if there is sufficient liquidity in place to support the plan and strategy for the future development of the Group. This forecast showed that the Group and the Parent Company will have sufficient financial headroom for the entire forecast period if reasonably plausible downside scenarios do not occur.

 

In addition, the Directors, in formulating the plan and strategy for the future development of the business, considered reasonably plausible downside scenarios including reductions in forecast revenues and gross margin and no renewal of any financial facilities. Under those stressed scenarios the Group could exhaust its cash resources before December 2026 and may therefore be required to raise additional funding which is not guaranteed.

 

These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group and Parent Company's ability to continue as going concern and therefore, the Group and the Parent Company may be unable to realise their assets or discharge their liabilities in the normal course of business. The Directors review regularly updates to the scenario planning such that it can put in place mitigating actions and maintain the viability of the company and will keep stakeholders informed as necessary.

 

Based on the analysis above, the Directors have a reasonable expectation that, in the event of the reasonable plausible downside scenario occurring, the Group and the Company will be able to raise additional funding to facilitate the adequate resources to support their activities for the foreseeable future. The Directors have concluded that it is appropriate to adopt the going concern basis of accounting in the preparation of the financial statements. The financial statements have therefore been prepared on the going concern basis. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.

 

b)    Basis of consolidation

I.             Subsidiaries

Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

 

The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests.

 

II.            Transactions eliminated on consolidation

The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

 

III.           Non-controlling interest

Non-controlling interest in the net assets of the consolidated subsidiaries are identified separately from the Group's equity. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder's share changes in equity since the date of the combination. The non-controlling interest's share of losses, where applicable, are attributed to the non-controlling interests irrespective of whether the non-controlling shareholders have a binding obligation and are able to make an additional investment to cover the losses. 

 

c)    Functional and presentation currency

These financial statements are presented in Euro ("€") and is considered by the Directors to be the most appropriate presentation currency to assist the users of the financial statements. The functional currency of the Company and of the Italian operating subsidiaries is Euro ("€"). The functional currency of the Romanian subsidiary is Romanian Leu.

 

d)    Use of estimates and judgements

The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances and the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period.

Critical estimates and judgements that have the most significant effect on the amounts recognised in the financial statements and/or have a significant risk of resulting in a material adjustment within the next financial year are as follows.

 

Estimates

Management identified the following estimates for the preparation of the financial statements. The Group has not made any material judgments.

 

I.             Valuation of share based payments

The estimation related to share-based payment expenses includes the selection of an appropriate valuation option pricing model, consideration as to the inputs necessary for the valuation model chosen, and the estimation of the number of awards that will ultimately vest. Inputs subject to estimation relate to the future volatility of the share price which has been estimated based on the historical observed volatility from trading in the Company's shares, over a historical period of time between the date of the grant and the date of exercise. Management has used a Monte-Carlo model to calculate the fair value of the awards which include market based performance conditions. Further disclosure of inputs relevant to the calculations is set out in note 25 to the financial statements.

 

II.            Carrying value of goodwill, other intangible assets and PPE

The carrying value of goodwill, intangible assets and property, plant and equipment is tested annually for impairment in accordance with IAS 36. Management has assessed the recoverable amount of the relevant cash-generating units (CGUs) using a combination of value in use (VIU) calculations and qualitative indicators for CGUs in which the Group continues to invest and sees long-term commercial potential.

 

The VIU method involves estimating future cash flows derived from approved business plans and discounting them using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to each CGU. In addition, market multiples derived from comparable companies are considered as a cross-check to validate the results obtained through the VIU approach.

 

For CGUs still in development, management considered recent investments, ongoing commercial discussions, and forecasts of future expected cash flows.

 

As a secondary cross-check, management also considered both the Group's market capitalisation and market valuation multiples of comparable companies, which provided additional comfort on the reasonableness of the value in use calculations.

 

Given that the Group is still in a development phase for certain products and technologies, the projections used in the impairment assessment are inherently subject to a higher degree of estimation uncertainty.

 

Details of the assumptions used and the results of the impairment tests are provided in Note 11 to the financial statements.

 

III.           Valuation of inventory

Inventories are stated at the lower of cost or net realisable value. The cost of inventories comprises of net prices paid for materials purchased, production labour cost and factory overhead. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Inventory provisions are recognised for slow-moving, obsolete or unsalable inventory and are reviewed on a six-monthly basis. The valuation of inventory includes key estimates over required provision for slow moving inventory including consideration of normal production capacity, market demand and selling opportunities. If actual demand or usage were to be lower than estimated, additional inventory provisions for excess or obsolete inventory may be required.

 

In response to the decline in revenue and lower inventory turnover during FY2024, the Group adopted a revised inventory provisioning policy. The new methodology introduces standardised provision rates based on inventory ageing, and expected future sales of finished goods and consumption of raw materials.

 

IV.          Investments

Judgement is required over the recoverability of any amounts invested into subsidiary companies, Management considers the Group's market capitalisation at the end of the reporting period as a potential indicator of impairment. The carrying value is determined by reference to value in use calculations. As each of the subsidiaries are owned (directly or indirectly) by the Company the creditworthiness of the subsidiary is the same as the creditworthiness of the Company. Further details are set out in note 13.

 

V.            Expected credit losses on receivables

Revenue from product and service sales is recognised at a point in time, in line with IFRS 15. As part of the revenue recognition process, management performs an assessment of the recoverability of trade receivables at each reporting date.

 

This assessment involves estimating the expected credit losses (ECL) on receivables, considering factors such as the customer's financial condition, historical payment behaviour, ageing of balances, and forward-looking information about economic and sector-specific conditions. Where necessary, specific provisions are recognised for credit-impaired receivables.

 

Further detail on trade receivables and associated credit risk is disclosed in Note 14 to the financial statements.

 

2.    Material accounting policy information

 

a)    Functional currency

The financial statements of each Group company are measured using the currency of the primary economic environment in which that company operates (the functional currency). The consolidated financial statements record the results and financial position of each Group company in Euro, which is the functional currency of the Company and the presentational currency for the consolidated financial statements.

 

I.     Transaction and balances

Transactions in foreign currencies are converted into the respective functional currencies at initial recognition, using the exchange rates at the transaction date. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling at the reporting date. Non-monetary assets and liabilities are not retranslated. All exchange differences are recognised in profit or loss. On consolidation, the results of overseas operations not in Euro are translated at the rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at closing rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 

b)    Financial instruments

There are no other categories of financial assets other than those listed below:

I.       Trade and other receivables and amount due from subsidiaries

Trade and other receivables and amounts due from subsidiaries are recognised and carried at the original invoice amount less any provision for impairment.

 

The Group recognises a loss allowance for expected credit losses ("ECL") on financial assets that are measured at amortised cost which comprise mainly of trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

 

The Group always recognises lifetime ECL on trade receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

 

II.      Cash and cash equivalents

Cash and cash equivalents comprise demand deposits with an original maturity of up to 3 months which are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

III.    Trade and other payables

Trade payables are stated at their amortised cost.

 

IV.    Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. At initial recognition, financial liabilities are measured at their fair value, minus transaction costs that are directly attributable, and are subsequently measured at amortised cost.

 

An equity instrument is any contract that evidences a residual interest in the asset of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

 

V.     Leases

On commencement of a contract which gives the Group the right to use assets for a period of time in exchange for consideration, the Group recognises a right-of-use asset and a lease liability. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payment made in advance of the lease commencement date (net of any incentives received). The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Group measures the lease liability at the present value of the lease payment unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group's incremental borrowing rate. Lease payments included in the measurement of the lease liability are made up of fixed payments, variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reducing for payment made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments. When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.

 

c)    Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are netted off against share premium.

 

d)    Property, plant and equipment

I.     Recognition and measurement

Property, plant and equipment are measured at cost less accumulated depreciation, Government grants received (where applicable) and accumulated impairment losses.

 

Costs capitalised include expenditure that are directly attributable to the acquisition of the asset.

 

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

 

Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) are recognised in profit or loss.

 

II.    Subsequent costs

Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs and maintenance are expensed as incurred.

 

III.   Depreciation

Items of property, plant and equipment are depreciated on a straight-line basis in the statement of comprehensive income over the estimated useful lives of each component.

 

Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.

 

The estimated useful lives of significant items of property, plant and equipment are as follows:

·    IT equipment from 3 to 5 years

·    Industrial equipment, office equipment and plant and machinery from 5 to 10 years

 

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted where appropriate.

 

e)    Intangible assets

Intangible assets are measured at cost less accumulated amortisation and Government grants received (where applicable). The carrying value of intangible assets is reviewed annually for impairment.

 

Patent rights acquired and development expenditure are recognised at cost.

 

Expenditure on internally developed products is capitalised if it can be demonstrated that:

·    it is technically feasible to develop the product

·    adequate resources are available to complete the development

·    there is an intention to complete and sell the product

·    the Group is able to sell the product

·    sale of the product will generate future economic benefits, and

·    expenditure on the project can be measured reliably

 

Capitalised development costs are amortised over the period the Group expects to benefit from selling the products developed (Useful Economic Life). The amortisation expense is included within the cost of sales in the consolidated statement of comprehensive income.

 

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the consolidated statement of comprehensive income as incurred.

 

Capitalised development expenditure is measured at cost less accumulated amortisation and impairment losses.

 

Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses.

 

I.     Amortisation

Intangible assets are amortised on a straight-line basis in profit or loss over their estimated useful lives, from the date that they are available for use. The estimated useful lives of significant intangible assets are as follows:

·    Patents concerning G+® technology generate significant value to the Group over a period of 20 years, in line with the legal duration of the patent and their useful lives. However, given the risk of technical obsolescence, such costs are amortised over a period of 10 years. 

·    Brand: 5 years

·    Development costs concerning personnel capitalized: 5 years

·    Others: 5 years

 

f)     Inventories

Inventories are stated at the lower of cost or net realisable value. The cost of inventories comprises of net prices paid for materials purchased, production labour cost and factory overhead. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Inventory provisions are recognised for slow-moving, obsolete or unsalable inventory and are reviewed on a six-month basis.

 

g)    Goodwill

Goodwill represents the excess of the cost of a business combination over the Group's interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired.

 

Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss.

 

Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement of comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the acquisition date.

 

h)    Impairment

Impairment tests on goodwill, other intangible assets, and property, plant and equipment with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (CGUs). The Group's CGUs generally align with each subsidiary. The recoverable amount is then estimated. The recoverable amount of an asset or a CGU is the greater of its net present value and its fair value less costs to sell.

 

Net present value is generally computed as the present value of the future cash flows, discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

An impairment loss is recognised if the carrying amount of an asset or a CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to reduce the carrying amounts of the other assets in the unit on a pro rata basis.

 

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior years are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation and amortisation, if no impairment loss had been recognised.

 

i)     Employee benefits

Defined benefit scheme surpluses and deficits are measured at:

·    The fair value of plan assets at the reporting date; less

·    Plan liabilities calculated using the projected unit credit method discounted to its present value using yields available on high quality corporate bonds that have maturity dates approximating to the terms of the liabilities; plus

·    Unrecognised past service costs; less

·    The effect of minimum funding requirements agreed with scheme trustees.

 

Remeasurements of the net defined obligation are recognised directly within equity. The remeasurements include:

·    Actuarial gains and losses

·    Return on plan assets (interest exclusive)

·    Any asset ceiling effects (interest exclusive).

 

Service costs are recognised in profit or loss and include current and past service costs as well as gains and losses on curtailments.

 

Net interest expense (income) is recognised in profit or loss and is calculated by applying the discount rate used to measure the defined benefit obligation (asset) at the beginning of the annual period to the balance of the net defined benefit obligation (asset), considering the effects of contributions and benefit payments during the period.

 

Gains or losses arising from changes to scheme benefits or scheme curtailment are recognised immediately in profit or loss.

 

Settlements of defined benefit schemes are recognised in the period in which the settlement occurs.

For more information, please see note 20.

 

j)     Revenues

The Group operates diverse businesses and accordingly applies different methods for revenue recognition, based on the principles set out in IFRS 15.

 

The revenue and profits recognised in any reporting period are based on the delivery of performance obligations and an assessment of when control is transferred to the customer. In determining the amount of revenue and profits to record, and associated balance sheet items, management is required to review performance obligations within individual contracts. This may involve some judgemental areas.

 

Revenue is recognised either when the performance obligation in the contract has been performed (so 'point in time' recognition) or 'over time' as control of the performance obligation is transferred to the customer.

 

For each performance obligation to be recognised over time, the Group applies a revenue recognition method that faithfully depicts the Group's performance in transferring control of the goods or services to the customer. This decision requires assessment of the real nature of the goods or services that the Group has promised to transfer to the customer.

·    Revenues from sale of graphene-based products are typically recognised at a point in time when goods are delivered to the customer as with this, the customer gains the right of control over the goods. However, for export sales, control might also be transferred when delivered either to the port of departure or port of arrival, depending on the specific terms of the contract with a customer.

·    Revenues from services relates mainly to environmental services provided by Setcar which are recognised:

o  at a point in time basis when contracts include an obligation to process waste once the process occurred according with the contract in place.

o  at the point in time when the waste is delivered to our platform with no further performance obligations.

o  over time in accordance with agreed project milestones being delivered.

 

k)    Government grants

Government grants are recognised when there is reasonable assurance that the entity will comply with the relevant conditions and the grant will be received. Grants are recognised in profit or loss on a systematic basis where the Group has recognised the initial expenses that the grants are intended to compensate. Where a grant has been received as a contribution for property, plant and equipment, or capitalised development costs, the income received has been credited against the asset in the statement of financial position.

 

l)     Finance income and finance costs

Finance income comprises interest income on funds invested. Interest income is recognised in the profit or loss, using the effective interest method. Finance costs comprise interest expense on borrowings.

 

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

 

m)  Investments in subsidiaries (Company only)

Investments are stated at their cost less any provision for impairment (for details refer to note h).

 

n)    Taxation

Tax expense comprises current and deferred tax. Current and deferred tax is recognised in the profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

 

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

 

Deferred tax is not recognised for:

·    temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

·    temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and

·    taxable temporary differences arising on the initial recognition of goodwill.

 

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

 

A deferred tax asset is recognised for deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

 

Changes in accounting standards

 

a) New standards, interpretations and amendments effective from January 2024

·    Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
The amendments introduce specific disclosure requirements related to supplier finance arrangements (sometimes known as reverse factoring or supply chain finance), including the terms and magnitude of such arrangements. These amendments are intended to improve transparency around the effects of these arrangements on an entity's liabilities and cash flows.
These amendments did not have a material impact on the Group's consolidated financial statements.

·    Lease Liability in a Sale and Leaseback - Amendments to IFRS 16
The amendments clarify the measurement of lease liabilities arising in sale and leaseback transactions, ensuring the seller-lessee does not recognise any gain or loss related to the retained right of use.
The amendments had no effect on the Group's consolidated financial statements.

 

Classification of Liabilities as Current or Non-Current and Non-Current Liabilities with Covenants - Amendments to IAS 1
The amendments clarify how to assess the classification of liabilities, including cases where the right to defer settlement is subject to compliance with future covenants. Additional disclosure is required about the risk of liabilities becoming repayable within twelve months after the reporting period.
These amendments did not affect the classification of the Group's liabilities, as the Group's long-term borrowings are not contingent on future covenant compliance within twelve months of year-end.

 

The new standard had no impact on the Group's consolidated financial statements.

 

b) New standards, interpretations and amendments not yet effective

There are a number of standards, amendments to standards, and interpretation which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.

 

Effective from 1 January 2025:

·    Lack of Exchangeability (Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates): Provides guidance on how to determine the exchange rate when a currency is not exchangeable.

 

Effective from 1 January 2026:

·    Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9)

·    Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)

 

Effective from 1 January 2027:

·      IFRS 18 - Presentation and Disclosure in Financial Statements: This new standard will replace IAS 1 and introduce significant changes to the presentation of financial statements, including new subtotals and management-defined performance measures.

·      IFRS 19 - Subsidiaries without Public Accountability: Disclosures: Provides disclosure simplifications for qualifying subsidiaries.

 

The Group is currently evaluating the potential impact of these new standards and amendments. IFRS 18 is expected to significantly affect the presentation and disclosure of items in the financial statements, although it will not impact recognition or measurement. The Group does not expect IFRS 19 to be applicable.

 

3.    Operating segments

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision makers (CEO and CFO), as defined in IFRS 8, in order to allocate resources to the segments and to assess its performance.

 

For management purposes, also considering the materiality the Group is organized into the following segments:

·    Textiles

·    Environmental Remediation

·    Others

 

Textiles and Environmental Remediation were considered by Management the most advanced strategic segments in terms of commercial readiness. Management's strategic needs are constantly monitored and an update of the segments will be provided if required.

 

Segment profit/(loss) represents the profit/(loss) earned by each segment, including all the direct costs that are directly correlated with the segment. Overhead, assets and liabilities not directly attributable to a specific segment have been allocated as Head Office.

 

As the business evolves this is an area that will be assessed on a regular basis and additional segmental reporting will be provided at the appropriate time.

 

-In euro	Textiles	Environmental Remediation	Others	Head Office	Consolidated
Revenue	1,315,254	5,306,229	39,634	-	6,661,117
Cost of Sales*	(811,523)	(2,381,906)	(31,826)	-	(3,225,255)
Inventory write-off	(343,946)	-	-	-	(343,946)
Gross Profit	159,785	2,924,323	7,808	-	3,091,916
Other income	95,011	13,635	-	56,416	165,062
Other expenses:
R&D expenses	(11,068)	(7,644)	(4,700)	-	(23,412)
Advisory	(90,712)	(450,366)	-	(1,091,226)	(1,632,304)
Operating expenses	(183,546)	(3,246,544)	(32,840)	(2,299,081)	(5,762,011)
D&A	(112,858)	(557,507)	(45,563)	(470,400)	(1,186,328)
Impairment of intangibles	-	-	(62,085)	(7,332)	(69,417)
Operating Profit/(Loss)	(143,388)	(1,324,103)	(137,380)	(3,811,623)	(5,416,494)
Net financial costs	-	-	-	42,376	42,376
Tax	-	-	-	-	-
Profit/(Loss) of the year	(143,388)	(1,324,103)	(137,380)	(3,769,247)	(5,374,118)
Total assets	2,751,846	8,440,030	547,291	-	11,739,167
Total liabilities	1,923,726	2,586,226	78,606	-	4,588,558

*Includes Changes in inventories of finished goods.

 

-In euro	Textiles	Environmental Remediation	Others	Head Office	Consolidated
Revenue	3,203,752	7,229,677	96,966	-	10,530,395
Cost of Sales*	(2,078,194)	(4,161,253)	(64,508)	-	(6,303,955)
Gross Profit	1,125,558	3,068,424	32,458	-	4,226,440
Other income	62,251	16,295	112,515	141,902	332,963
Other expenses:
R&D expenses	(125,704)	-	(5,645)	-	(131,349)
Advisory	(8,545)	(298,058)	(174,587)	(1,085,389)	(1,566,579)
Operating expenses	(267,946)	(3,175,696)	(104,128)	(2,228,188)	(5,775,958)
D&A	(386,930)	(858,445)	(24,818)	-	(1,270,193)
Operating Loss	398,684	(1,247,480)	(164,205)	(3,171,675)	(4,184,676)
Net financial costs	-	-	-	(122,390)	(122,390)
Tax	-	31,718	-	-	31,718
Profit/(loss) of the year	398,684	(1,215,762)	(164,205)	(3,294,065)	(4,275,348)
Total assets	3,991,458	7,839,333	731,126	-	12,561,917
Total liabilities	2,501,851	3,346,950	130,992	-	5,979,793

*Includes Changes in inventories of finished goods.

 

	2024	2023
	€	€
Sale of products	1,390,935	3,323,174
Sale of services	5,270,182	7,207,221
Government grants	95,000	160,015
Other	70,062	172,948
Total income	6,826,179	10,863,358

 

Geographical breakdown of revenues is:

	2024	2023
	€	€
Italy	1,148,627	3,031,727
Romania	5,275,440	7,211,161
Rest of the world	237,050	287,507
Total	6,661,117	10,530,395

 

In 2024 the two main customers accounted for more than 41% of Group revenues for sales of products and services. This largest customer accounted for 30% of revenues (€2,015,184) and the second for 11% (€731,401).

 

Other Income of €165,062 mainly include Government Grants for €95,000 and R&D Expenditure Credit (RDEC) for €23,060. The RDEC is an Italian incentive scheme (art.3 DL 145/2013) designed to encourage companies to invest in research and development. The credit can be used to reduce corporation tax or to offset outstanding payables related to social security.

 

4.    Government Grants

Information regarding government grants:

	2024	2023
	€	€
Filiere	-	112,515
Ricerca e Innova	95,000	47,500
Total	95,000	160,015

 

In July 2023, the Company was awarded a project tender from the Italian Region of Lombardy as part of its Ricerca & Innova programme to further develop Graphene Plus (G+) air filtration applications. The 18-month project ended in December 2024. This award will enable Directa Plus to continue investing and developing its air filter applications, leveraging the antiviral and antimicrobial properties of its G+ technologies.

 

The key terms of government grants are:

			Filiere	Ricerca e Innova
Starting date			2022	2023
Ending date			2023	2024
Duration (months)			12	18
Total amount			135,930	407,142
Final report submitted			Yes	Yes

 

There are no capital commitments built into the ongoing grants. Government grants have been recognised within other income in the income statement and as other receivables in the balance sheet.

 

5. Inventory  

	2024	2023
	€	€
Finished and semi-finished products	578,915	627,078
Raw material	342,172	144,880
Spare parts	109,492	109,492
Write-off  of inventory	(344,556)	-
Total	686,023	881,450

 

In 2024, management revised its inventory provisioning policy in response to the decline in revenue, reduced inventory turnover, and an increased risk of obsolescence among aging stock.

 

The new policy reflects a more prudent, structured, and evidence-based approach, aiming to ensure that inventory is valued accurately and transparently in line with current market realities.

 

This resulted in a total provision of €344,556, related to items that were assessed as having limited recoverability under current commercial assumptions.

 

6.    Raw materials and consumables used

	2024	2023
	€	€
Raw materials & consumables	2,138,295	3,898,083
Textile products	588,884	1,452,407
Total	2,727,179	5,350,490

 

Costs related to raw materials, consumables and textile products decreased primarily due to the decline in sales and the impact of the revenue mix.

 

7.    Employee benefits expenses

	2024	2023
	€	€
Wages and salaries	3,928,616	3,797,869
Social security costs	391,314	456,405
Employee benefits	77,385	98,062
Share option (income)/expense	(76,741)	54,573
Other costs	239,894	141,536
Total	4,560,468	4,548,445
Capitalised cost in "Intangible assets"	(95,961)	(103,868)
Total charged to the Income Statement	4,464,507	4,444,577

 

The average number of employees (excluding non-executive directors) during the period was as follows:

 

	2024	2023
Sales and Administration	27	30
Engineering, R&D and production	153	157
Total	180	187

 

The total average number of employees of the Group as at 31 December 2024 was 180 (2023: 187), of which 152 were employed by Setcar at year end (2023: 162).

 

The Directors' emoluments (including non-executive directors) are as follows:

	2024	2023
	€	€
Wages and salaries (including bonus and pension)	709,096	680,435
Social security costs	63,651	58,460
Total	772,747	738,895

 

The aggregate emoluments (wages, salaries and social contributions) of the highest paid Director totalled €401k (2023: €393k).

Personnel costs benefited from a net positive impact of €76,741, resulting from a reversal of share-based payment expenses amounting to €93,943, partially offset by new charges of €17,202.

8. Other expenses: 

 

	2024 €	2023 €
Audit of the Group and Company financial statements	145,680	120,485
Audit of the subsidiaries' financial statements	47,840	45,504
Other non-audit services provided by Group's auditor	6,746	5,709
Tool manufacturing	89,133	281,182
Analyses & tests	21,572	101,180
Travel & Marketing	289,821	248,339
Technical consultancies	277,663	231,552
Shipping and logistic expenses	293,228	358,793
Insurance	170,484	189,551
IP expenses	51,719	44,087
Sales & business development	482,534	444,436
G&A	453,976	680,537
Rent	149,201	134,031
Maintenance	103,516	96,362
Utilities	41,590	48,748
Legal, tax and administrative consultancies	785,062	704,317
Total other expenses	3,409,765	3,734,813

Other expenses mainly include professional services (such as audit, legal, tax and administrative consultancies), R&D/technical consultancies and tests, travels, shipping/logistic and insurance.

 

9. Net Finance expenses

Finance expenses include:

		2024 €	2023 €
Interest Income		(87,732)	(46,108)
Interest on loans and other financial costs		143,459	159,225
Interest on lease liabilities		6,069	19,310
Interest cost for benefit plan		12,863	16,125
Foreign exchanges (gains)		(117,035)	(26,162)
Total		(42,376)	122,390

 

The Group benefited from positive interest income of €87,732, driven by sustained high market interest rates and a higher average balance of interest-bearing cash held during the year.

 

In addition, the Group recorded foreign exchange gains of €117,035 (2023: €26,162), further contributing to the improvement in financial income.

 

10. Taxation

	2024	2023
	€	€
Current tax expense	-	(1,384)
Deferred tax recovery	-	33,102
Total Tax income	-	31,718

 

Reconciliation of tax rate

 

	2024	2023
	€	€
Loss before tax	(5,374,118)	(4,307,066)
Italian statutory tax rate	24%	24%
	(1,289,788)	(1,033,696)
Impact of temporary differences	12,452	42,633
Losses recognised	(12,452)	(10,915)
Impact of tax rate in foreign jurisdiction	(47,898)	(44,936)
Losses not utilised	1,337,687	1,078,632
Total Tax income	-	31,718

 

Tax losses are carried forward and not recognised as a deferred tax asset due to the uncertainty regarding generating future taxable profits.

 

11. Intangible assets

 

Cost	Development cost		Patents	Goodwill	Other	Brands	Total
	€		€	€	€	€	€
Balance at 31/12/2022		3,410,311	992,787	293,995	290,982	371,073	5,359,148
Additions		103,868	120,769	-	1,813	-	226,450
Currency translation diff		(62)	-	(1,486)	(1,022)	(2,029)	(4,599)
Balance at 31/12/2023		3,514,117	1,113,556	292,509	291,773	369,044	5,580,999
Additions		95,961	151,490	-	-	-	247,451
Currency translation diff		-	-	27	18	37	82
Balance at 31/12/2024		3,610,078	1,265,046	292,536	291,791	369,081	5,828,532

 

Amortisation
Balance at 31/12/2022	2,850,290	517,095	-	98,281	228,816	3,694,482
Amortisation 2023	259,029	107,185	-	12,138	74,230	452,582
Currency translation diff.	(62)	-	-	(1,015)	(1,672)	(2,749)
Balance at 31/12/2023	3,109,257	624,280	-	109,404	301,374	4,144,315
Amortisation 2024	253,854	118,066	-	5,459	67,658	445,037
Impairment	-	69,444	-	-	-	69,444
Currency translation diff.	-	-	-	6	49	55
Balance at 31/12/2024	3,363,111	811,790	-	114,869	369,081	4,658,851

 

Carrying amount
Balance at 31/12/2022	560,021		475,692	293,995		192,701		142,257		1,664,666
Balance at 31/12/2023	404,860		489,276	292,509		182,369		67,670		1,436,684
Balance at 31/12/2024	246,967		453,256	292,536		176,922		-		1,169,681

 

As disclosed in note 2(e) development costs capitalised in the year are mainly based on time spent by employees who are directly engaged in the development of the G+® technology.

 

Management carried out an impairment test on the goodwill arising from the acquisition of Setcar S.A. in 2019. The cash-generating unit (CGU) identified for the purposes of this assessment is Setcar S.A. itself, with a carrying amount of €2.3 million as at 31 December 2024.

 

The recoverable amount was determined using the value in use method, based on projected cash flows and a terminal value, discounted using a pre-tax rate that reflects market conditions and the risk profile of the CGU. Given the evolving nature of Setcar's operations, as the Group is still developing its products, the impairment test is subject to a high degree of estimation uncertainty.

 

As an additional cross-check, management also considered indicative valuation ranges derived from comparable company market multiples which provided further comfort on the reasonableness of the value in use assessment.

 

Separately, the Group also performed an impairment review of its intangible asset portfolio in accordance with IAS 36. For revenue-generating CGUs such as Textiles and Environmental, a value in use approach was applied. The projected cash flows supported the carrying values, and no impairment was recognised.

 

For CGUs still in early-stage development (such as Paints, Batteries and Outsole), management considered recent capitalised investments, ongoing commercial discussions with both prospective and existing customers, and the strategic relevance of these verticals. Based on this qualitative and forward-looking assessment, no impairment was recognised for these CGUs either.

 

The Group wrote off certain intangible assets, resulting in a total impairment charge of €69,444. These write-downs were made due to the lack of sufficiently tangible evidence to support near-term revenue generation.

The impairment review reflects the Group's transition towards a commercially driven phase, where investments are increasingly linked to monetisable applications. Management continues to monitor asset recoverability with prudence and discipline.

 

12. Property, plant and equipment

	Industrial Equipment				Computer Equipment	Office Equipment	Plant & Machinery	Land	ROU Assets	Under Const.		Total
Cost	€				€	€	€	€	€	€		€
31/12/2022	2,011,729				87,093	141,151	4,743,296	587,723	779,128	2,362		8,352,482
Additions	107,973				1,787	4,181	22,455	-	-	134,885		271,281
Disposal	(64,123)				-	(1,964)	(91,897)	-	-	(2,362)		(160,346)
FX trans. diff.	(13,238)				-	(540)	(17,381)	(3,214)	-	(764)		(35,137)
31/12/2023	2,042,341				88,880	142,828	4,656,473	584,509	779,128	134,121		8,428,280
Additions	45,895				10,741	7,685	36,226	-	450,285	-		550,832
Impairment	-				-	-	-	-	-	(134,121)		(134,121)
Disposal	(4,515)				-	-	(6,883)	-	-	-		(11,398)
FX trans. diff.	246				-	15	318	59	-	-		638
31/12/2024	2,083,967				99,621	150,528	4,686,134	584,568	1,229,413	-		8,834,231
Depreciation				€	€	€	€	€	€	€		€
31/12/2022		1,064,915			61,739	137,085	2,865,668	-	361,924	-		4,491,331
Depreciation			283,337		9,795	20,814	407,183	-	96,482	-		817,611
Reclass			31,842		-	(31,842)	-	-	-	-		-
Disposal		(64,057)			-	(1,964)	(84,437)	-	-	-		(150,458)
FX trans. diff			(8,942)		-	(451)	(11,620)	-	-	-		(21,013)
31/12/2023		1,307,095			71,534	123,642	3,176,794	-	458,406	-		5,137,471
Depreciation			294,612		9,163	17,139	323,868	-	96,482	-		741,264
Disposal		(188)			-	-	(6,883)	-	-	-		(7,071)
FX trans. diff			185		-	13	236	-	-	-		434
31/12/2024		1,601,704			80,697	140,794	3,494,015	-	554,888	-		5,872,098
Carrying amounts
31/12/2022		946,814			25,354	4,066	1,877,628	587,723	417,204		2,362	3,861,151
31/12/2023		735,246			17,346	19,186	1,479,679	584,509	320,722		134,121	3,290,809
31/12/2024		482,263			18,924	9,734	1,192,119	584,568	674,525		-	2,962,133

 

The balance of Assets Under Construction at 31 December 2023 corresponded to engineering development costs incurred by Setcar in connection with the Liberty Galați project. Due to the customer's financial difficulties and the temporary suspension of the project, these assets were fully impaired during 2024 and derecognised from the statement of financial position.

 

Asset held under financial leases with a net book value of €700,600 are included in the above table within Industrial equipment and ROU.

 

The replacement cost of all property, plant and equipment exceeds its carrying value. No liability for the restoration of land has been recorded because it is expected to be used in perpetuity.

 

13. Investments in subsidiaries

Details of the Company's subsidiaries as at 31 December 2024 are as follows:

 

						Shareholding
Subsidiaries		Country		Principal activity		2024		2023
Directa Plus S.p.a.	Italy		Producer and supplier of graphene-based materials and related products		100%		100%
Directa Textile Solutions S.r.l.	Italy		Commercialise textile membranes, including graphene-based technical and high-performance membranes		73.5%		73.5%
Setcar S.A.	Romania		Waste management and decontamination services business		99.95%		51%

 

In May 2024, Directa Plus S.p.A. acquired an additional 48.96% stake in Setcar S.A. from GVC Investment Company Ltd., increasing its shareholding from 50.99% to 99.95%. The total consideration for the acquisition amounted to €1.5 million.

 

The objective of the acquisition is to strengthen Directa Plus' control over the subsidiary and to maximize the value creation potential enabled by its Grafysorber® technology.

 

As Setcar was already fully consolidated in the Group's financial statements prior to the transaction, due to Directa Plus's existing majority control, the acquisition of the additional interest has not been capitalised. The consideration paid has been accounted for as an equity transaction, with the difference between the purchase price and the carrying amount of the non-controlling interest recognised directly in equity.

 

Subsidiaries	Place of Business	Registered Office and place of business
Directa Plus S.p.a.	Italy	Via Cavour 2, Lomazzo (CO) Italy
Directa Textile Solutions S.r.l.	Italy	Via Cavour 2, Lomazzo (CO) Italy
Setcar S.A.	Romania	Str. Gradinii Publice 6, Braila Romania

 

The Company's investment as capital contributions in Directa Plus Spa are as follows:

	Directa Spa
At 31 December 2022	30,260,336
Additions	1,964,800
Impairment Loss	(13,602,359)
At 31 December 2023	18,622,777
Additions	3,585,000
Impairment Loss	(16,875,963)
At 31 December 2024	5,331,814

 

The Company finances the activities of Directa Plus SpA through regular capital contributions. The increase compared to the previous year is mainly due to cash requirements related to the acquisition of the minority interests in Setcar.

 

During the year an impairment loss on the investment held by Directa Plus plc in Directa Plus S.p.A. for a total amount of €16.9 million was recognised following the identification of an impairment trigger. The impairment was deemed necessary due to the decline in the Group's market capitalisation over the past 12 months.

 

14. Trade and other receivables

 

Current	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Account receivables	1,227,797	3,645,064	-	-
Tax receivables	439,671	482,800	29,953	24,489
Other receivables	268,726	268,884	68,688	71,776
Total	1,936,194	4,396,748	98,641	96,265

 

 

Non-current	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Other receivables	3,998	162,923	-	-
Total	3,998	162,923	-	-

 

Group account receivables of €1,227,797 are mainly composed by four major clients, covering 60% of the total amount.

 

Group Tax Receivables are composed of Italian VAT receivables of €244,035, UK VAT receivables of €29,953, Romanian VAT receivables of €62,334, RDEC Tax Credit receivables of €70,237 and other Italian Tax receivables of €11,670.

 

Other receivables are mainly composed of governments grants for €142,494 and prepayments for €49,399.

 

As at 31 December 2024 the ageing of account receivables was:

 

 

Provision for expected credit losses (ECL)	2024	2023
	€	€
Opening balance	460,894	15,181
Net increase in provision	63,906	445,713
Closing balance	524,800	460,894

 

The Group recognises a loss allowance for expected credit losses on trade receivables. As at 31 December 2024 the cumulative provision for expected credit losses amounted to €524,800 (2023: €460,894). The increase primarily reflects additional provisioning against overdue receivables of Setcar, where the counterparties are experiencing financial distress.

 

Subsequent to the year-end and prior to the approval of these financial statements, Setcar successfully collected €66k from a customer whose balance had been fully provisioned at year-end due to initial doubts over recoverability. Nevertheless, management has decided to maintain the provision in full, adopting a prudent approach to reflect continued uncertainty and potential credit risk during the course of 2025.

 

15. Deferred tax assets and liabilities

 

	2024	2023
	€	€
Deferred tax liabilities	7,589	59,647
Deferred tax (assets)	(7,589)	(59,647)
Total	-	-

 

Tax losses are carried forward and not recognised as a deferred tax asset due to the uncertainty regarding generating future taxable profits.

 

The deferred tax liabilities arise from the capitalisation of development costs and defined benefit scheme are detailed below:

 

	2024			2023
		€		€
Deferred tax liabilities Cost Capitalized			7,589	27,929
Deferred tax liabilities Other			8,254	(363)
Deferred tax liabilities arising from acquisition			-	31,718
Deferred tax assets - incl. consolidation adjustment			(15,843)	(59,284)
Total	-			-

 

16. Cash and cash equivalents

 

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Cash at bank	4,978,110	2,389,687	4,128,402	1,024,286
Cash in hand	3,028	3,616	-	-
Total	4,981,138	2,393,303	4,128,402	1,024,286

 

17. Equity

 

Share Capital

	Number of ordinary shares	Share capital (€)
At 31 December 2022	66,057,649	205,469
At 31 December 2023	66,057,649	205,469
Share issue on 28 June *	14,954,048	44,144
Share issue on 1 July *	23,407,058	69,004
At 31 December 2024	104,418,755	318,617

 

* On 28 June and 1 July 2024, 38,361,106 ordinary shares with a nominal value of £0.0025 each were issued as part of Company's capital raise.

 

Share Premium

	Share
In euro	premium
At 31 December 2022	39,181,789
Shares issued	-
At 31 December 2023	39,181,789
Shares issued	8,033,534
Expenditure relating to the raising of shares	(646,302)
At 31 December 2024	46,569,021

 

*On 28 June and 1 July 2024, 38,361,106 ordinary shares were issued as part of Company's capital raise at a price of £0.18 each. The Company recognised for €8,033,534 of share premium before expenditure related to the issue of the shares.

 

Share capital

 

Financial instruments issued by the Directa Plus Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Directa Plus Group's ordinary shares are classified as equity instruments.

 

Share premium

 

To the extent that the company's ordinary shares are issued for a consideration greater than the nominal value of those shares (in the case of the company, £0.0025 per share), the excess is deemed Share Premium. Costs directly associated with the issuing of those shares are deducted from the share premium account, subject to local statutory guidelines.

 

Foreign currency translation reserve

 

Exchange differences resulting from the consolidation process of Setcar are recognised in the translation reserve for an amount of €80,356.

 

Non- controlling interest

Non-controlling interest refers to the minority shareholders of the company who own less than 50% of the overall share capital.

 

As of 31 December 2024, non-controlling interest is composed by 0.05% of Setcar S.A. and 26.46% of Directa Textile Solutions Srl.

 

18. Loans and borrowings

 

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Non-current loans and borrowings	853,165	1,528,108	-	-
Current loans and borrowings	852,253	742,904	-	-
Total	1,705,418	2,271,012	-	-

 

 

In euro	2024	Current	Non-current	Repayment	Interest rate
Bank of Transilvania	361,849	241,233	120,616	36-months	Variable 6.22% ROBOR 3M + 2,5%/year
Bank of Transilvania IMM INV	207,826	113,322	94,504	60-months	Variable 6.22% ROBOR 3M +2.5% MARJA BANK
LINIE CREDIT IMM- Invest Plus BRD - revolving	172,896	172,896	-	-	-
Bank of Transilvania IMM INVEST PROIECT POIM inv	22,415	12,226	10,189	36-Months	Variable 6.5 % Robor 6M+3.65%/Year
Intesa San Paolo	132,760	75,572	57,188	72-months	1.5%/year + EURIBOR 3M
Intesa San Paolo	9,481	6,306	3,175	72-months	1.5%/year + EURIBOR 3M
Intesa San Paolo	314,737	124,995	189,742	72-months	1.5%/year + EURIBOR 3M
Banca Popolare di Sondrio	296,211	103,709	192,502	72-months	1.5%/year + EURIBOR 3M
Ricerca e Innova (Finlombarda)	185,250	-	185,250	84-months	-

 

Certain debt facilities contracted by Setcar under the IMM Invest programme are secured by specific assets acquired through these loans, including transport and technical equipment, which serve as collateral. In addition, the loans held by Directa Plus and Directa Textile Solutions are covered by public guarantees ranging from 80% to 90%, issued by the Italian government under state-backed credit support schemes.

 

Reconciliation of liabilities arising from financing activities

 

	Cash flows			Non-cash flows
	1 January 24	Capital repayments	Liabilities acquired	Accrued interests	Loan conversion into equity	31 December 24
	€	€	€	€	€	€
Borrowings	2,271,012	(1,738,490)	1,172,896	-	-	1,705,418
Total	2,271,012	(1,738,490)	1,172,896	-	-	1,705,418

 

The Liabilities acquired and the Capital repayments include the €1 million loan from Nant Capital to support the acquisition of Setcar, fully repaid in the year, as explained in note 26.

Net debt reconciliation

	2024		2023
		€	€
Loans and borrowings		1,705,418	2,271,012
Lease liabilities		624,136	389,565
Less: cash and cash equivalent		(4,981,138)	(2,393,303)
Net Debt		(2,651,584)	267,274
Total equity		7,150,609	6,582,124
Debt to capital ratio (%)		(37.08%)	4.06%

 

19. Leases liabilities

The following table details the movement in the Group's lease obligations for the period ended 31 December 2024:

 

		2024	2023
		€	€
Non-current lease liabilities		448,195	183,056
Current lease liabilities		175,941	206,509
Total		624,136	389,565

 

Reconciliation of liabilities arising from leasing activities

	Cash flows			Non-cash flows
	1 January 24	Capital repayments	Leasing acquired	Accrued interests	31 December 24
	€	€	€	€	€
Leasing	389,565	(215,714)	450,285	-	624,136
Total	389,565	(215,714)	450,285	-	624,136

 

20. Employee benefits provision

		2024	2023
		€	€
Employee benefits		207,633	357,520
Total		207,633	357,520

 

Provisions for benefits upon termination of employment primarily related to provisions accrued by Italian companies for employee retirement, determined using actuarial techniques and regulated by Article 2120 of the Italian Civil code.  The benefit is paid upon retirement as a lump sum, the amount of which corresponds to the total of the provisions accrued during the employees' service period based on payroll costs as revalued until retirement.  Following the changes in the law regime, from January 1, 2007, accruing benefits have been contributing to a pension fund or a treasury fund held by the Italian administration for post-retirement benefits (INPS).  For companies with less than 50 employees it will be possible to continue this scheme as in previous years.  Therefore, contributions of future TFR provisions to pension funds or the INPS treasury fund determines that these amounts will be treated in accordance to a defined contribution scheme, not subject to actuarial evaluation. Amounts already accrued before 1 January 2007 continue to be accounted for a defined benefit plan and to be assessed on actuarial assumptions.

 

The breakdown for 2023 and 2024 is as follows:

 In Euro

Amount at 31 December 2022	554,444
Service cost	14,170
Interest cost	16,125
Actuarial losses	10,769
Benefit paid	(237,988)
Amount at 31 December 2023	357,520
Service cost	42,892
Interest cost	12,863
Actuarial losses	(18,154)
Benefit paid	(187,488)
Amount at 31 December 2024	207,633

 

Variables analysis

Detailed below are the key variables applied in the valuation of the defined benefit plan liabilities. 

 

	2024	2023
Annual rate interest	3.50%	3.30%
Annual rate inflation	2.00%	2.10%
Annual increase TFR	7.41%	7.41%
Tax on revaluation	17.00%	17.00%
Social contribution	0.50%	0.50%
Increase salary male	2.20%	2.20%
Increase salary female	2.10%	2.10%
Rate of turnover male	2.00%	2.00%
Rate of turnover female	1.80%	1.80%

 

Sensitivity analysis

Detailed below are tables showing the impact of movements on key variables:

Actuarial hypothesis - 2024		Decrease 10%			Increase 10%
				Variation		Variation
		Rate		DBO €	Rate	DBO €
Increase salary	Male	1.95%		(2,598)	2.45%	2,722
	Female	1.85%			2.35%
Turnover	Male	1.00%		(13,526)	3.00%	11,591
	Female	0.80%			2.80%
Interest rate		3.25%		6,421	3.75%	(6,107)
Inflation rate		1.75%		(4,890)	2.25%	(4,890)

 

21. Trade and Other payables

 

Non-current	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Other payables	-	64,014	-	-
Total	-	64,014	-	-

 

 

Current	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Trade payables	1,308,762	1,693,569	48,762	1,846
Employment costs	163,805	184,838	-	-
Other payables	558,499	978,428	127,310	124,563
Total	2,031,066	2,856,835	176,072	126,409

 

22. Provision

 

Current	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Provision	20,305	40,847	-	-
Total	20,305	40,847	-	-

 

The 2023 provision of €40,847 was related to the expected future losses incurred on an onerous long-term contract in Laos. The project was completed in the year and the provision released.

 

The 2024 provision mainly reflects a tax risk provision recorded by Setcar in Romania.

 

23. Financial instruments

 

Financial risk management

The Group's business activities expose the Group to the following financial risks:

 

a)    Market risk

Market risk arises from the Group's use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value of future cash flow of a financial instrument will fluctuate because of changes in interest rates or foreign exchange rates. As at 31 December 2024 the Group is exposed to variable interest rate risk for the loans issued by Setcar and by Directa Plus SpA under the Italian Government Covid-19 Recovery Plan. Despite the rise in interest rates by the Central Banks over the recent months, those loans, being 90% guaranteed by the Italian Government, bear a relatively low interest rate (1.5% + EURIBOR) and, if the interest rate had increased or decreased by 200 basis points during the year the reported loss after taxation would not have been materially different to that reported.

 

b)    Capital Risk

The Group's objectives for managing capital are to safeguard the Group's ability to continue as going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. There were no changes in the Group's approach to capital management during the year.

 

c)    Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group's credit risk is primarily attributable to its trade receivables that the Company consider defaulted if any instalment is unpaid more than sixty (60) days past its original due date or where there is evidence that identifies the debtor's state of insolvency.

The Group's cash and cash equivalents and restricted cash are held with major financial institutions. The Group monitors credit risk by reviewing the credit quality of the financial institutions that hold the cash and cash equivalents and restricted cash.

 

The Group's trade receivables consist of receivables for revenue mainly in Italy and Romania. Management believes that the Group's exposure to credit risk is manageable and currently the Group's standard payment terms are 30 to 60 days from date of invoice are largely met from the clients. At the end of the period, 66% of account receivables have an ageing less of 60 days and refers to orders delivered close to the year end. As at 31 December 2024 the Group recognised a cumulated bad debt provision for €524,800.

 

Every new customer is internally analysed for creditworthiness before the Group's standard payment and delivery terms and conditions are offered. Advance payment usually applies for the first order and the exposure to credit risk is approved and monitored on an ongoing basis individually for all significant customers. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position. The Group does not require collateral in respect of financial assets.

 

d)    Exposure to credit risk

 

Group	Note	2024	2023
		€	€
Trade receivables	14	1,227,797	3,645,064
Cash and cash equivalent	16	4,981,138	2,393,303
Total		6,208,935	6,038,367

 

The largest customer within trade receivables accounts for 29% of debtors. Management continually monitors this dependence on the largest customers and are continuing to develop the commercial pipeline to reduce this dependence, spreading revenues across a variety of customers.

 

e)    Liquidity risk

It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt instruments.  The Group manages liquidity risk by maintaining adequate reserves and banking facilities and by continuously monitoring forecast and actual cash flows. The Board reviews regularly the cash position to ensure there are sufficient resources for working capital requirements and to meet the Group's financial commitments.

 

2024	Carrying amount	Up to 1 year	1 -5 years
Financial liabilities	€	€	€
Trade payables	1,308,762	1,308,762	-
Lease liabilities	624,136	175,941	448,195
Loans	1,705,418	852,253	853,165
Total	3,638,316	2,336,956	1,301,360
2023	Carrying amount	Up to 1 year	1 -5 years
Financial liabilities	€	€	€
Trade payables	1,693,569	1,693,569	-
Lease liabilities	389,565	206,509	183,056
Loans	2,271,012	742,904	1,528,108
Total	4,354,146	2,642,982	1,711,164

 

f)     Currency risk

The Group usually raises money issuing shares in pounds, it follows that the Group usually holds sterling bank accounts as result of capital raise. Sterling bank accounts are mainly used to manage expenses of the Company (such as UK advisors, LSE fees and costs related to the Board) in UK. The cash held in Sterling continues to be subject to currency risk.

	EUR
Cash held in GBP	4,029,026

 

If the exchange rate EUR/GBP increase by 10% the impact on P&L would be a loss equal to €0.4 million (if decrease by 10% would be a profit equal to €0.4 million).

 

The Group holds accounts also in other currency (such as USD and RON) but just for business purposes and for not material amount.

 

Management constantly monitors exchange rate fluctuations and remains ready to implement appropriate measures to mitigate adverse trends, should they arise.

 

24. Earnings per share

 

		Change in number of ordinary shares	Total number of ordinary shares	Days	Weighted number of ordinary shares
	At 31 December 2023	-	66,057,649	365	66,057,649
	Existing shares	-	66,057,649	179	32,306,883
	Issued on 28 June 2024	14,954,048	81,011,697	3	664,030
	Issued on 1 July 2024	23,407,058	104,418,755	184	52,494,674
	At 31 December 2024	38,361,106	104,418,755	366	85,465,587

 

		Basic		Diluted
		2024 €	2023 €	2024 €	2023 €
Loss attributable to the owners of the Parent		(5,140,237)	(3,856,103)	(5,140,237)	(3,856,103)
Weighted average number of ordinary shares in issue during the year		85,465,588	66,057,649	-	-
Fully diluted average number of ordinary shares during the year		-	-	86,493,771	67,052,006
Loss per share		(0.06)	(0.06)	(0.06)	(0.06)

 

The effect of anti-dilutive potential ordinary shares is ignored in calculating the diluted loss per share.

 

25. Share Schemes

 

The 2020 Employees' Share Scheme is administered by the Remuneration Committee.

The Directors are entitled to grant awards over up to 10 per cent of the Company's issued share capital from time to time.

Under the 2020 Employees' Share Scheme, in November 2020 1,801,000 options over Ordinary Shares were granted to key employees and additional 150,000 options were granted to an Executive Director in June 2021 under the same Scheme. As of 31 December 2024, there are not any outstanding Ordinary Shares awards.

At the date of this report, an additional 331,046 share options had vested in 2020 under the 2016 Employees' and NED Share Schemes that have not yet been exercised.

The main terms of the 2020 Employee's Share Schemes are set out below:

Eligibility

All persons who at the date on which an award is granted under the Employees' Share Scheme are employees (or employees who are also office-holders) of a member of the Group and are eligible to participate. The Remuneration Committee decides to whom awards are granted under the Employees' Share Scheme, the number of Ordinary Shares subject to an award, the exercise date(s) (subject to the below) and the conditions which must be achieved for the award to be exercisable.

Types of Award

Awards granted under the Employees' Share Scheme have the form of market value share options. "Market value share options" are share options with an exercise price equal to the market value of a share at the date of grant. The right to exercise the award is generally dependent upon the participant remaining an officer or employee throughout the performance period. This is subject to the good leaver provisions. Awards granted under the Share Schemes will not be pensionable.

Individual Limits

The value of Ordinary Shares over which an employee or Executive Director may be granted awards under the Employees' Share Scheme in any financial year of the Company shall not exceed 200 per cent of his basic rate of salary at the date of grant.

Variation of share capital

Awards granted under the Share Schemes may be adjusted to reflect variations in the Company's share capital.

Vesting of awards

Outstanding awards vest over three years in equal one third tranches on each anniversary of the grant date to the extent that the market-based performance targets have been met. Vested awards may generally be exercised between the third and tenth anniversaries from the date of grant. 75% of vested shares can be exercised after the third anniversary, while the remaining 25% from the fourth.

The inputs to the Monte-Carlo simulation were as follows:

	Monte-Carlo simulation
				Market value shares (1st granting Nov20)		Market value shares (2nd granting Jun21)
Share price				60p		127p
Exercise price				66p		118.20p
Expected volatility				54%		61%
Compounded Risk-Free Interest Rate				0.10%		0.16%
Expected life				6 years		6 years
Number of options issued*				1,801,000		150,000

 

*Number of options issued is an input of the Monte-Carlo simulation and refers to the total options granted by the Company in November 2020 and June 2021. This is not representing any option issued in the period.

 

As of December 2024, there are not any outstanding awards to vest. Details are as follows:

	2022	2023	2024
Outstanding at start of period	1,688,000	1,503,000	150,000
Granted during the period	-	-	-
Cancelled during the period	-185,000	-358,000	-
Expired during the period	-	-331,669	-116,194
Vested during the period	-	-663,331	-33,806
Outstanding at end of period	1,503,000	150,000	-
Exercisable period option price	66p-118p	66p-118p	66p-118p
Grant date	12 Nov 20 - 15 Jun 21	12 Nov 20 - 15 Jun 21	12 Nov 20 - 15 Jun 21
Exercisable date	12 Nov 23 - 15 Jun 24	12 Nov 23 - 15 Jun 24	12 Nov 23 - 15 Jun 24

 

Share options expired over the period refer to those performance share options that did not meet the performance criteria on the third anniversary of their granting. Vested share options are Market share options that met the criteria on each anniversary.

 

26. Related parties

In March 2024, Directa Plus received a financing facility of €1 million from Nant Capital LLC, which was fully repaid in July 2024, along with interest of €19,640 and the reimbursement of $60,000 in legal fees.

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

 

Remuneration of key management personnel

The below figures represent remuneration of key management personnel for the Group, who are part of the Executive Management Team but not part of the Board of Directa Plus PLC. The remuneration is set out below in aggregate for each of the categories specified in IAS 24 'Related Party Disclosures'.

 

	2024	2023
	€	€
Short-term employee benefits and fees	68,738	129,065
Social security costs	22,884	39,837
	91,622	168,902

 

The decrease in 2024 is mainly explained by the layoff of an executive manager during the year.

For Directors remuneration please see Director's Remuneration Report.

 

27. Contingent Liabilities and Commitments

The group has the following contingent liabilities relating to bank guarantees on operating lease arrangements and government grants.

 

	2024 €	2023 €
Bank guarantees	31,995	38,435

28. Post balance sheet events

No significant events have occurred after the reporting date that would require disclosure in these financial statements.