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REG - Ocean Harvest Tech. - Final Results and Notice of AGM

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RNS Number : 0410I  Ocean Harvest Technology Group PLC  25 March 2024

25 March 2024

 

Ocean Harvest Technology Group plc

 

("OHT" or the "Company")

 

Annual Results Announcement for the Year Ended 31 December 2023 and Notice of
AGM

 

Ocean Harvest Technology Group Plc (AIM: OHT), a leading researcher, developer
and supplier of proprietary blended seaweed products as functional additives
for the global animal feed industry, announces its results for the year ended
31 December 2023 and gives notice of its AGM.

 

Highlights

·      28% growth in sales revenue from OHT's proprietary OceanFeed(TM)
product year on year

·      Significant increase in gross margin from 31% to 38%

·    Strengthening of Intellectual Property position with two patents
granted and multiple successful trial results, pushing OHT further ahead in
the innovation of seaweed blends as an animal feed additive

·      Doubling the volume of seaweed sourced, advancing OHT's
leadership in global seaweed supply

·    Cash of €2.6 million and a receivables financing facility of up to
€2 million in place, putting OHT in a strong financial position

·      A solid outlook for 2024 with sales growth expected from a number
of channels

 

Operational Performance

OHT is pleased to announce its first set of full year financial results as a
publicly listed company with 28% growth in the sales of its core proprietary
OceanFeed(TM) product. This growth was driven through the addition of 15 new
customers through the year, both in existing markets, and with first time
sales in India, Korea and Taiwan. Pleasingly the company had good revenue
growth in the UK and has also achieved product registration in Brazil which
will be a new market for 2024.

 

To facilitate this growth the Company has doubled the amount of seaweed it has
sourced in 2023 as compared to 2022. This has been driven by investment and
expansion with existing suppliers and the opening up of additional harvesting
regions in South East Asia and eastern Africa.

 

OHT has made significant strides in the development of its Intellectual
Property portfolio. The Company recently announced that it had been granted a
patent covering the claims that its seaweed blends have a pre-biotic effect
which leads to increased growth rates and/or improved feed efficiency in a
wide range of animals. This provides a significant competitive advantage and
was in addition to the patent granted in 2023 which covered the claims that
OHT's products improve the quantity and/or quality of eggs produced by egg
laying birds. In addition to the patents, OHT was pleased to announce
successful results from a number of animal feed trials demonstrating the
performance benefits of using OceanFeed(TM) in swine, poultry and aqua diets
as well as the superior performance observed in the presence of disease
challenges in poultry and shrimp.

 

Summary of 2023 annual results

 

The Company has prepared the following financial summary, in addition to the
attached financial statements, in the same format as previous announcements to
ensure consistency of approach and comparability.

 

                                                                                    Year ended        Year ended

                                                                                       31-Dec-23          31-Dec-22
                                                                                                                                                                    €'000
                                                                                €'000
 Product revenue                                                                3,029                                                                               2,513
 Other revenue                                                                  339                                                                                 495
 Reported revenue                                                               3,368                                                                               3,008
 Cost of goods sold                                                             (2,230)                                                                             (2,229)
 Gross Margin                                                                   1,138                                                                               779
 Gross Margin % Product revenue                                                 38%                                                                                 31%
 Overheads excluding IPO costs, share based payments, depreciation and finance  (3,321)                                                                             (3,164)
 costs
 Adj EBITDA                                                                     (2,183)                                                                             (2,385)
 Finance expense                                                                (66)                                                                                (212)
 Depreciation & Amortisation                                                    (226)                                                                               (207)
 Other                                                                          (55)                                                                                13
 Adj Earnings                                                                   (2,530)                                                                             (2,791)
 IPO transaction costs                                                          (763)                                                                               -
 Share based payments                                                           (185)                                                                               (109)
 Profit (loss) before tax                                                       (3,478)                                                                             (2,900)

 

 

Outlook

 

The Company is excited about the enormous potential to capitalise on the
growing demand for sustainable and natural ingredients which improve the
profitability and sustainability of feeding production animals. We continue to
have good visibility over revenue growth supported by our solid revenue base
from long standing repeat customers and the strength and depth of the future
sales pipeline.

 

The Company is in a strong financial position. It had cash of €2.6 million
as at the end of 2023 and since the end of the 2023 financial year has secured
a receivables financing facility which enables the Company to draw up to €2
million. With the growth in its supply chain the Company believes it can
improve its working capital efficiency and cashflow outlook by reducing the
number of days inventory it holds and it has also conducted preliminary
feasibility work on capacity expansion options which are less capital
intensive than previously estimated.

 

 

Mark Williams, CEO of OHT, commented:

 

"The Company is growing quickly and this reflects the increasing demand from
customers to include our proprietary seaweed blends in the diets of the
animals they feed. We are very pleased with the growth of our seaweed supply
chain during the year to underpin this increase in sales and the achievements
in R&D and other intellectual property development that will help drive
future growth.

 

OHT's seaweed blends have consistently demonstrated that they improve the
performance, profitability and sustainability of livestock when included in
their diets. These are key success factors that our customers are seeking to
achieve. Our seaweeds are sustainably sourced, our products have one of the
lowest carbon footprints of all animal feed ingredients and our sourcing
activity generates material economic benefits for the harvesters involved.

 

OHT is well placed for the year ahead to extend our position as a leading
provider of blended seaweed additives to the animal feed industry. We look
forward to significant progress in 2024."

 

Notice of AGM

 

OHT's Annual General Meeting will be held on Thursday 25 April at 1.00pm and
that the notice of Annual General Meeting will been sent to shareholders and
is available on the OHT plc website at www.oceanharvesttechnology.com
(http://www.oceanharvesttechnology.com) .

 

For more information please contact:

 Ocean Harvest Technology Group plc                                     Tel: +44 (0) 1737 735018

 Mark Williams, CEO

 Chris Scott, CFO

 Cavendish Capital Markets Limited (Nominated Adviser and Sole Broker)  Tel: +44 020 7220 0500
 Geoff Nash / Seamus Fricker / George Dollemore (Corporate Finance)

 Tim Redfern / Harriet Ward (ECM)

 

 

Notes to Editors

 

Ocean Harvest Technology Group plc is a global leader in the development and
commercialisation of value adding proprietary products from blending multiple
species of seaweed. The Company provides a range of natural additives focused
on improving animal performance and the sustainability of the feed chain,
through its unique and proven proprietary seaweed blends. The Company sources
its seaweed globally, utilising sustainable and socially responsible
harvesting of largely wild blooming seaweed species. Its products are produced
in its facility in Vietnam and sold into the $40bn animal feed additive sector
in multiple markets across the world.

 

For more information, please visit www.oceanharvesttechnology.com
(http://www.oceanharvesttechnology.com) .

 

 

 

Chairman's statement

Solid progress in our first year as a public company

I am delighted to announce, on behalf of the Board, OHT's first set of full
year results following the successful admission of the Company to trading on
AIM in April 2023. I would also like to take this opportunity to thank our
longer term shareholders for their ongoing support and to welcome all our new
shareholders.

 

Strategy

Ocean Harvest Technology's business model is centred on creating blended
seaweed feed additives that deliver a number of specific benefits across
multiple animal species based on the polysaccharides and other bioactive
ingredients present in particular species of seaweeds.

 

Through its research and development ('R&D') programme, the Company
continues to build a portfolio of intellectual property and has had commercial
success in selling its products as ingredients to improve the efficiency,
profitability and sustainability of the animal feed chain by delivering
improvements in animal gut health.

 

Our core OceanFeed(TM) product has demonstrated benefits across multiple
species through improved growth rates, feed efficiency and lower mortality
rates. OceanFeed(TM) has a lower carbon footprint than additives produced from
land-based plants and generates significant economic benefits in the
communities where our seaweed raw material is harvested.

 

Ocean Harvest Technology's ambition is to continue to pioneer the use of
proprietary blended seaweed ingredients to the global animal feed industry.

 

We expect to grow sales in this large global market, driving profits and
increased value for our shareholders and other stakeholders.

 

Highlights of the year under review

The funds raised at IPO have enabled the Company to focus on its strategic
growth objectives of investing and strengthening its global sales and
marketing effort, building out its supply chain and continuing to invest in
R&D to innovate and enhance the Company's existing product offering in the
growing markets that it operates in.

 

The Company achieved total revenue for the year of €3.4 million (2022:
€3.0 million) with a significantly improved gross margin of 38% on its
product revenue. Pleasingly, there has been strong momentum in customer wins
throughout the year from our growing pipeline of trials with 15 new customers
onboarded including our first penetration into the Indian market. In addition,
Ocean Harvest Technology has grown its supply chain to new regions including
East Africa and the Philippines.

 

Board and Governance

At the time of the IPO, we strengthened the Board with the appointments of
David Tilston and Professor Christine Maggs as Non-Executive Directors and
Stephen Walker shortly thereafter, each of whom bring additional expertise and
experience to our discussions.

 

As a Board, we are committed to promoting the highest standards of corporate
governance and ensuring effective communication with shareholders. We remain
focused on ensuring the Company delivers on its long-term growth strategy and
is run in a sustainable and socially responsible manner with a strong level of
governance oversight from the Board of Directors.

 

People

We have a wealth of knowledge and experience across the business and our
people are core to OHT's success. I would like to thank everyone for their
hard work during the year and for building the platform for OHT's future
growth.

 

I would like to welcome Chris Scott to the Company, who joined as CFO and
Executive Director post year end, and Nico Stein who recently joined as Chief
Commercial Officer. We recently announced that Hadden Graham will retire
during 2024, I would like to thank him for all his contribution to our Company
and for his ongoing support during the transition period this year. We have
also announced that after many years on the Board, Tom Onions will not be
seeking re-election at the next AGM, I thank Tom for his valuable service.

 

Outlook

The Board believes that OHT has enormous potential to capitalise on the
growing demand for sustainable and natural ingredients which improve the
profitability and sustainability of feeding production animals. This is
supported by our solid revenue base from long-standing repeat customers and
the strength and depth of the future sales pipeline.

 

The Company anticipates that upcoming R&D trial data will further
demonstrate the wide and expanding range of additional benefits provided by
its feed additives, which the Directors believe will enable OHT to attract
additional new customers and access new markets within the animal nutrition
industry.

 

The market drivers for our business are supportive and we look forward to
reporting further progress in the year ahead.

Ashley Head
Chairman

 

 

CEO's Statement

 

Growing current and future revenue from sales of our proprietary seaweed
blends

This has been a significant year for Ocean Harvest Technology. We successfully
joined AIM in April 2023, an important milestone on our journey as a listed
business towards investing for future growth.

 

OHT is pioneering the use of blended seaweed additives in the animal feed
industry. The business has continued to grow in 2023, driven by the
acquisition of new customers, the expansion of our supply chain and continued
investment in research and development.

 

Delivering our strategic ambitions

OHT has a strong position within a growing market. Our strategy is focused on
three core areas: Research and Development; Sales and Marketing; and Seaweed
Supply. Underpinning these is a portfolio of animal feed additives made from a
blend of seaweeds which have a proven pre-biotic effect in livestock and
companion animals.

 

Research and Development

The Company has conducted extensive R&D to demonstrate the many benefits
of its products. Research has shown that OHT's products both improve gut
health and lead to a number of benefits in livestock including higher growth
rates, improved feed efficiency and lower mortality, which together contribute
to improved profitability and sustainability of livestock production.

 

OHT's Research and Development activities during the year have been divided
into:

i)      Supporting potential customers to conduct trials of OceanFeed(TM)
in their own production systems to generate near term sales growth; and

ii)     Conducting trials to demonstrate additional applications of
OceanFeed(TM) in various animal species to support future sales growth.

 

The key results of trials conducted during 2023 include the following:

·      A laying hen trial confirmed improvements in both egg production
and feed efficiency when birds were fed an OceanFeed(TM) Poultry supplemented
diet. These performance improvements materially increased income per hen

·      A catfish trial demonstrated that fish fed with OceanFeed(TM)
Aqua in their diets had higher feed intake and weight gain, leading to a
substantial increase in final live weight.

·      A trial with juvenile shrimp where OceanFeed(TM) Aqua improved
both weight gain and feed efficiency, thus reducing production costs.
OceanFeed(TM) Aqua also helped reduce mortality in a disease challenge trial
run in parallel.

·      A commercial swine trial reported material improvements in feed
efficiency in piglets with OceanFeed(TM) Swine included in their diet.
OceanFeed(TM) Swine successfully replaced a combination of seven conventional
gut health additives.

·      A research institution led study demonstrating significantly
improved survivability of poultry in the presence of a Necrotic Enteritis
challenge which is a major disease faced by the poultry sector.

·      During 2023, the Company was also granted its first patent.
Patent No: GB 2594432 is focused on the efficacy of OceanFeed(TM) in layer
hens and protects the claim made by the Company that use of a seaweed blend as
a feed supplement for egg laying birds improves the quantity and/or quality of
eggs produced.

·      Subsequent to the year end, on 20 February 2024, the Company was
granted its second patent (GB2594433B). This patent protects a number of
claims which are key for OHT's business including OHT's specific seaweed blend
can improve body weight and feed efficiency in a host animal through acting as
a prebiotic and favourably altering the composition of the intestinal
microbiome.

New Customer Acquisition

OHT sells its products into the global animal nutrition market, primarily
those customers who either produce animal protein at large scale or
manufacture the feed that is used in animal production. OHT sold products to
over 45 customers during 2023. The customer base is global with approximately
50% of revenue earned from customers in the Americas, 30% from those in
Europe, Middle East and Africa and 20% from the Asia Pacific region. During
2023, OHT made sales for the first time to Taiwan, South Korea and India, and
achieved good growth in the UK and North America. OHT recently achieved
product registration in Brazil, clearing the way for sales into that large
animal nutrition market.

 

The majority of OHT's new customers are operating in the swine and poultry
sectors, areas where the Company has particularly strong data supporting the
performance benefits of its OceanFeed(TM) products.

 

Product revenue for 2023 was €3.0 million, up from €2.5 million in 2022,
with the growth being underpinned by a 28% increase in revenue from the sale
of OceanFeed(TM) products from €1.86 million to €2.39 million.
OceanFeed(TM) is the Company's higher margin product, made from OHT's
proprietary blend of seaweeds for specific animal species. Our customers
include OceanFeed(TM) as an additive in their animal feeds and hence we see
very consistent sales revenue from a customer once they have included the
product in their diets.

 

Our sales of single seaweed products were €0.64 million, roughly the same as
recorded in 2022. Whilst our focus is on maximizing revenue from the sales of
OceanFeed(TM), which our trial data shows delivers superior performance for
our customers, single seaweed sales are helpful in enabling the Company to
scale its seaweed supply chain and can be useful in gaining access to new
customers for future blended product sales.

 

The growth in OceanFeed(TM) sales contributed to the increase in OHT's gross
margin to 37.6% in 2023 (2022: 31.0%), as a result of production efficiency
improvements and a shift in product mix towards the higher margin
OceanFeed(TM) products.

 

We have continued to grow the pipeline of trials where potential customers use
the OceanFeed(TM) product to demonstrate product efficacy in their own
production systems before adopting the product in their diets. As at the end
of 2023, there were 20 customer trials either recently completed, ongoing or
scheduled, which is an increase from the start of the year.

 

Seaweed Sourcing and Processing

The Company has continued to expand its supply chain, on-boarding new
suppliers in new and existing markets for its key seaweed species. We have
commenced sourcing seaweed from East Africa for the first time during 2023 and
returned to sourcing from the Philippines where we had not sourced from since
before the pandemic. We have onboarded new suppliers in Indonesia and
increased volumes from existing suppliers in that important supply region. Our
visibility and confidence of future seaweed supplies has grown with these
developments, which will support the Company's continued growth.

In addition, the Company entered into a strategic arrangement with a supplier
of brown seaweed in Ireland, which has committed supply to the Company at
favourable pricing for at least the next two years. We are progressing the
development of similar arrangements with other seaweed suppliers.

 

As well as the Company having improved visibility of much greater volumes of
seaweed supply available to it, it has achieved an improvement in the quality
of the seaweed it has sourced. Through having lower levels of sand, moisture,
plastic and other physical impurities, OHT has achieved material improvements
in production efficiencies when processing its finished products. This has
contributed to the improvement in the Company's gross margin in 2023.

 

Our Vietnam facility had the full use of the second grinding line which was
installed and commissioned in late 2022. In addition to providing increased
volume capacity of the facility, we have observed that the efficiency of this
new line has also contributed to lower yield losses when processing the
seaweed raw material. This has also contributed to our margin improvement.

 

Environmental Factors

OHT is very proud of the multiple sustainability, environmental and social
benefits that are generated from the sourcing of its seaweed and the use of
its OceanFeed(TM) products.

 

OHT sources wild blooming red, green and brown seaweeds, the majority of which
are invasive and can cause ecological damage if they are not removed from the
areas where they are harvested.

 

During the year we commissioned an independent party to conduct a Life Cycle
Analysis (LCA) of our OceanFeed(TM) product and calculate its carbon
footprint. The findings of this work were that OceanFeed(TM) has a
significantly lower carbon footprint than the majority of other ingredients
and additives used in animal feed. Seaweed uses no arable land, fresh water or
fertiliser when it grows naturally. Furthermore, due to the carbon capture
benefits of the seaweed and the reduced feed consumption benefits of using
OceanFeed(TM) as an additive, we have calculated that every tonne of
OceanFeed(TM) used leads to a ten tonne reduction in CO2 equivalent emissions
from the animal feed chain.

 

OHT sourced over 3,000 dry weight tonnes of raw seaweed during 2023. This has
generated tens of thousands of euros for each of the multiple communities
which harvest the seaweed. In many of these communities this seaweed
harvesting forms an instrumental component of the income generating activity,
often alongside fishing and seaweed cultivation. We have observed that the
harvesting and drying of OHT's wild blooming seaweed has tended to employ the
use of female members of the community who previously had limited opportunity
for income generation.

 

Global Seaweed Market

OHT operates at the heart of the global seaweed market and is one of the only
globally commercially viable seaweed feed ingredient businesses in a global
feed additives market worth US$40bn growing at c. 6% p.a. In August 2023, the
World Bank stated in its Global Seaweed Report 2023 that it views seaweed as a
high growth input to many developing industries. In particular:

·    The top four opportunities cited for new growth in seaweed
applications are Animal Feed, Pet Feed, Methane Reduction Additives and
Biostimulants.

·      In discussing the animal feed and pet feed opportunities the
report cites the pre-biotic effect of seaweed, and states the improvements in
feed efficiency, production economics and anti-biotic replacement ability of
seaweed.

·      The report cites OceanFeed(TM) as a product that delivers
specific benefits to animals, quoting the performance benefits of
OceanFeed(TM) Bovine and OceanFeed(TM) Swine.

·      It acknowledges the challenge in building the supply chain but
goes on to say that OHT is a company that has already built a supply chain
that gives it access to high volumes of seaweed.

·      The report cites the three key challenges in growing an industry
of seaweed ingredients for animal and pet feed as:

o  having the R&D to demonstrate product efficacy;

o  having a new customer onboarding timeline; and

o  building the supply chain.

This independent analysis supports our conviction around the major drivers for
our business and our strategy to exploit them.

 

Conclusion and Outlook

The Company has strong revenue momentum and continues to onboard new
customers. There is good visibility of further growth in 2024 driven by:

 

·      the stable revenue base provided by long standing, repeat
OceanFeed(TM) customers;

·      newly acquired customers that are increasing their usage of
OceanFeed(TM) and are expected to use the product for the full year in 2024;

·      existing customers who have trialed or are trialing OceanFeed(TM)
products for additional applications with in their business;

·      further new customers wins which in aggregate represent a
pipeline of approximately €15 million revenue potential from OceanFeed(TM)
annual sales. It is important to note that nearly all of these potential
customers are trialing the product for applications for which OHT has already
demonstrated efficacy; and

·      ongoing demand from customers demanding single seaweed products.

 

The Company has a strong pipeline of research trials where customers trial
OceanFeed(TM) to replicate in their own production systems the efficacy that
OHT has demonstrated in its trials. This can be key to winning new customer
orders. OHT currently has trials scheduled or in progress with over 20
potential customers, an increase in the size of our customer trial pipeline
since the start of the year. The pipeline of customer trials represents
potential annual product revenue of approximately €15 million, which is an
increase from the €5 million pipeline at the start of the year. The growth
in the value of this customer pipeline provides the key visibility of OHT's
revenue growth opportunity for the coming years.

 

The medium to longer term outlook for the business also remains very strong.
The market backdrop remains supportive of OHT's products with customers
looking for more sustainable feed additives which improve animal production
metrics and can replace existing additives such as antibiotics, other
synthetic additives and feed ingredients from land based plants. The global
market for animal feed additives is estimated to be valued over US$40 billon
per annum. Whilst the current value of potential revenue from OHT's customer
trial pipeline of approximately €15 million is only a small share of this,
it demonstrates the growth potential to OHT from the on-boarding of these
customers which are currently engaged and interested in using its
OceanFeed(TM) products.

 

A number of our existing and potential customers are facing challenges in
their own markets. Shrimp producers, for example, have suffered declines in
prices for their harvest and feed manufacturers generally have had to endure
material increases in costs over the past year. This can make the timing and
process of onboarding new customers challenging as they turn their attention
to manage their own internal profitability issues. Whilst this could impact
the timing of a new customer's onboarding OceanFeed(TM) into their feeds, we
do not believe these factors fundamentally impact the overall demand from
customers to trial our products which can provide the performance, efficiency
and sustainability improvements that they are seeking.

 

The Company's own R&D program during the coming year is designed to
demonstrate additional benefits of using OceanFeed(TM) as an additive in
animal feeds for various species. This includes key trials in beef and dairy
cattle for both performance and enteric methane emissions, salmon performance
and health data as well as sow performance and fertility data. The data
demonstrating these additional applications is expected to help generate
further growth in future years over and above the growth which the markets for
the Company's existing applications offer.

 

We expect to maintain the improvements the Company achieved in gross margin on
the sale of OceanFeed(TM) during 2023 and aim to further improve on that
margin. We believe this is achievable through a combination of monitoring and
adjusting price levels for customers, achieving production efficiencies on
increased throughput in our facility and from the benefits of more efficient
sourcing of high quality seaweed raw material.

 

The outlook for OHT's supply of seaweed remains strong and supportive of the
Company's continued growth. OHT has worked with existing suppliers to help
them access additional biomass and has also been developing new geographic
regions for seaweed supply. Some of these new regions are

expected to come online during 2024. In addition to providing access to
increased volumes, OHT's recent work on its supply chain has helped improve
the quality of the seaweed it is sourcing and to better manage any volatility
in price or volume from specific geographic areas. OHT hopes to further

develop strategic projects with some of its suppliers during 2024 to create
greater alignment with these suppliers as the basis for long term supply
partnerships.

 

OHT has also been reviewing its working capital requirements and future
capacity expansion options in an effort to reduce the amount of cash that
these can require. With the recent improvements in the reliability of our
seaweed supply chain we will begin reducing the number of days sales of
inventory that we hold. We are in the process of reviewing various options to
increase capacity as it is required and believe that this could be done more
cost effectively through an expansion of our existing Vietnam site or
utilizing third party manufacturers before looking to build a new facility in
another market.

 

We have ambitious targets. We are operating in a very large market with a
product which has demonstrated it brings many economic and sustainability
benefits to customers. We have a well developed and expanded supply chain to
serve this market and we have an R&D program which is designed to further
expand our addressable market. We look forward to executing our growth plan
and are grateful to all of our shareholders for their support.

 

The Strategic Report has been approved by the Board of Directors.

 

On behalf of the Board

Mark Williams

 

 

CFO's Statement

 

Strong revenue growth, reduced losses, stronger balance sheet

 

 

The Company has prepared the following financial summary, in addition to the
attached financial statements. This summary shows its product revenue and
separates the other revenue it records which is a reimbursement of shipping
arranged by OHT on behalf of its customers and on which it does not charge a
margin. Adjusted EBITDA excludes IPO costs, share based payments, other
income/expenses. 2022 comparatives in the table below are updated to reflect
this definition.

 

                                                                                    Year ended       Year ended

                                                                                       31-Dec-23          31-Dec-22
                                                                                €'000                       €'000
 Product revenue                                                                3,029                       2,513
 Other revenue                                                                  339                         495
 Reported revenue                                                               3,368                       3,008
 Cost of goods sold                                                             2,230                       2,229
 Gross Margin                                                                   1,138                       779
 Gross Margin % Product revenue                                                 38%                         31%
 Overheads excluding IPO costs, share based payments, depreciation and finance  (3,321)                     (3,164)
 costs
 Adj EBITDA                                                                     (2,183)                     (2,385)
 Finance expense                                                                (66)                        (212)
 Depreciation & Amortisation                                                    (226)                       (207)
 Other                                                                          (55)                        13
 Adj Earnings                                                                   (2,530)                     (2,791)
 IPO transaction costs                                                          (763)                       -
 Share based payments                                                           (185)                       (109)
 Profit (loss) before tax                                                       (3,478)                     (2,900)

 

Key Performance Indicators

The Company has identified that the Key Performance Indicators it should
measure for the business include Product Revenue growth, Gross Margin, EBITDA
and its cash balance.

 

Revenue

Product revenue grew 21% to €3.0 million (2022: €2.5 million). The product
revenue on our OceanFeed(TM) products grew more impressively by 28% to €2.4
million (2022 €1.9 million), whereas the sales of the single seaweeds were
flat for the year at €0.6 million. The table below shows the steady growth
we have recorded in OceanFeed(TM) revenue, whereas the revenue from single
seaweed species is less predictable in each period.

 

 €000's                 H1    H2    H1    H2     H1     H2
                        2021  2021  2022  2022   2023   2023
 OceanFeed(TM)          526   883   822   1,038  1,130  1,255
 Single Seaweed         84    14    130   523    446    198
 Total Product Revenue  610   897   952   1,561  1,576  1,453

 

 

The growth in OceanFeed(TM) product revenue was driven from new customer
acquisition and an increase in average selling prices. The Company sold
significant volumes of its proprietary blended seaweed products to over 45
customers, increasing from the 30 sold to during 2022. The Company sold
OceanFeed(TM) products for the first time in 2023 to customers in Taiwan,
Korea, India and also commenced sales to one of the largest UK animal feed
pre-mix companies.

 

The Company has been able to increase average selling prices by demonstrating
the significant financial benefits of using its products to new customers and
through eliminating selling concessions which the Company had offered to
customers in previous years in response to the high shipping costs resulting
primarily from the Covid-19 pandemic. The average selling price achieved on
our OceanFeed(TM) products in 2023 was €1,743 per tonne, an increase of 8%
on the level achieved in 2022.

 

Profitability

The Company recorded gross margin of €1.14 million in the year vs €0.78
million achieved last year. Gross margins have benefited from the increases in
average selling prices but also from expanded seaweed sourcing with improved
quality, and therefore better production yields. The gross margin of 38% on
product revenue in 2023 is a substantial increase on the equivalent margin of
31% recorded in 2022. We believe that we will be able to further improve gross
margin through operational leverage as we scale the business further.

 

Operating expenses excluding IPO costs and shared based payments have been
kept at similar levels, recording €3.3 million in 2023, an increase of just
5% on 2022. This led to an adjusted earnings loss of €2.5 million in the
year vs a loss of €2.8 million in 2022. Accordingly an adjusted EBITDA loss
of €2.2 million was recorded for the year against a €2.4 million loss in
2022.

 

The Company also recorded non-operating expenses in the year of €0.9 million
which included IPO transaction expenses including legal, professional and
advisory costs, and share based payments. The total reported loss for the year
after these items has increased to a loss of €3.5 million from €2.9
million in 2022 primarily due to these items.

 

EPS

Basic loss per share of €0.031 has reduced from a loss of €0.044 in 2022.

 

Cash Flow and Balance Sheet

Net cash outflow from operating activities was €2.1 million (2022: €2.4
million), impacted by working capital increases from inventory build,
particularly of semi-finished goods to support sales volume growth, and trade
debtors increased in line with sales growth.

 

Net cash used in investing activities was €0.3 million (2022: €0.3
million) with investment in the Vietnam manufacturing facility, R&D
activity and systems development costs.

 

Net cash generated from financing activities was €4.9 million (2022: €1.9
million) with IPO gross proceeds of €6.9 million significantly improving
cash flow. All of the convertible loan notes which were previously outstanding
were converted into shares in the Company, in addition the IPO proceeds were
used to repay the working capital facility that it had with one of its
shareholders, hence the Company is in a strong financial position and has no
external debt.

 

Total assets at year end increased to €6.5 million (2022: €3.7 million)
through higher cash balance, trade debtors and inventory. Net Assets at year
end increased to €6.0 million (2022: €0.4 million).

 

At the end of 2023, the Company had net cash of €2.6 million and also had
€0.3 million receivable from government VAT refunds.

 

Events occurring since 31 December 2023

Since the year end the Company has entered into a receivables purchasing
facility which enables it to draw down up to €2,000,000 worth of finance
against specific trade receivables.

There have not been any further material events since 31 December 2023.

 

Additional Information

Additional information relating to Ocean Harvest Technologies, can be found on
the Company's website at www.oceanharvesttechnology.com
(http://www.oceanharvesttechnology.com)

 

Christopher Scott

 

Consolidated Statement of Total Comprehensive Income

FOR THE YEAR ENDED 31 DECEMBER 2023

 

                                                                                31 Dec           31 Dec

                                                                                2023             2022
                                                                     Notes      €                €

 Revenue                                                             4          3,367,646        3,008,296
 Cost of sales                                                                  (2,229,858)      (2,229,108)
 Gross profit                                                                   1,137,788        779,188

 Administrative expenses                                                        (3,836,933)      (3,476,495)
 Other operating income                                                         50,327           9,004
 Operating loss                                                      5          (2,648,818)      (2,688,303)

 Finance expense                                                     7          (65,504)         (212,380)
 IPO transaction costs                                                          (763,315)        -
 Loss before taxation                                                           (3,477,637)      (2,900,683)

 Taxation                                                            8          71,639           64,817
 Loss for the year                                                              (3,405,998)      (2,835,866)

 Other comprehensive income
 Items that may be subsequently reclassified to profit or loss:
 Currency translation differences                                               12,159           50,321
 Other comprehensive income, net of tax                                         12,159           50,321

 Total comprehensive loss for the year                                          (3,393,839)      (2,785,545)

 Earnings per share from continuing operations:
 Basic and diluted loss per share                                    9          (0.031)          (0.044)

 

The results above relate to continuing operations.

 

Consolidated Statement of Financial Position

AS AT 31 DECEMBER 2023

 

                                                31 Dec            31 Dec            1 Jan

                                                2023              2022              2022
                                     Notes      €                 €                 €
 Assets
 Non-current assets
 Intangible assets                   10         184,208           20,617            8,923
 Property, plant, and equipment      11         398,788           346,521           124,212
 Right-of-use asset                  12         40,492            219,075           363,910
 Loan receivable                     13         50,000            -                 -
 Total non-current assets                       673,488           586,213           497,045

 Current assets
 Trade and other receivables         14         1,595,664         1,251,027         1,040,074
 Inventories                         15         1,450,884         629,865           729,868
 Corporation tax receivable                     71,269            62,412            48,507
 Cash and cash equivalents           16         2,598,501         1,194,440         1,739,935
 Total current assets                           5,716,318         3,137,744         3,558,384

 Total assets                                   6,389,806         3,723,957         4,055,429

 Equity and liabilities
 Equity
 Share capital                       17         1,477,482         761,448           761,448
 Share premium                       17         8,104,571         -                 -
 Share-based payment reserve                    294,367           109,456           -
 Merger reserve                                 26,932,455        26,932,455        26,932,455
 Foreign exchange reserve                       (35,680)          (47,839)          (98,160)
 Retained losses                                (30,807,666)      (27,401,668)      (24,565,802)
 Total equity                                   5,965,529         353,852           3,029,941

 Liabilities
 Non-current liabilities
 Lease liability                     12         -                 74,504            322,845
 Total non-current liabilities                  -                 74,504            322,845

 Current liabilities
 Trade and other payables            18         376,663           436,534           227,154
 Convertible loan notes              19         -                 2,285,030         -
 Lease liability                     12         47,614            170,514           61,130
 Borrowings                          20         -                 403,523           414,359
 Total current liabilities                      424,277           3,295,601         702,643

 Total liabilities                              424,277           3,370,105         1,025,488

 Total equity and liabilities                   6,389,806         3,723,957         4,055,429

 

Consolidated Statement of Changes in Equity

FOR THE YEAR ENDED 31 DECEMBER 2023

 

                                              Share capital      Share premium      Share-based payment reserve      Merger reserve      Foreign exchange reserve      Retained losses      Total

                                                                                                                                                                                            equity
                                              €                  €                  €                                €                   €                             €                    €

 As at 1 January 2022                         761,448            -                  -                                26,932,455          (98,160)                      (24,565,802)         3,029,941

 Comprehensive income
 Loss for the year                            -                  -                  -                                -                   -                             (2,835,866)          (2,835,866)
 Other comprehensive income                   -                  -                  -                                -                   50,321                        -                    50,321
 Total comprehensive income for the year      -                  -                  -                                -                   50,321                        (2,835,866)          (2,785,545)
 Transactions with owners
 Share-based payments                         -                  -                  109,456                          -                   -                             -                    109,456
 As at 31 December 2022                       761,448            -                  109,456                          26,932,455          (47,839)                      (27,401,668)         353,852

 Comprehensive income
 Loss for the year                            -                  -                  -                                -                   -                             (3,405,998)          (3,405,998)
 Other comprehensive loss                     -                  -                  -                                -                   12,159                        -                    12,159
 Total comprehensive income for the year      -                  -                  -                                -                   12,159                        (3,405,998)          (3,393,839)
 Transactions with owners
 Share placing                                434,093            6,511,388          -                                -                   -                             -                    6,945,481
 Conversion of convertible loan notes         281,941            2,220,658          -                                -                   -                             -                    2,502,599
 Issue costs                                  -                  (627,475)          -                                -                   -                             -                    (627,475)
 Share-based payments                         -                  -                  184,911                          -                   -                             -                    184,911
 Total transactions with owners               716,034            8,104,571          184,911                          -                   -                             -                    9,005,516

 As at 31 December 2023                       1,477,482          8,104,571          294,367                          26,932,455          (35,680)                      (30,807,666)         5,965,529

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2023

 

                                                                                         31 Dec           31 Dec

                                                                                         2023             2022
                                                                              Notes      €                €
 Cash flows from operating activities
 Loss before taxation                                                                    (3,477,637)      (2,900,683)
 Adjustments for:
 Depreciation of property, plant and equipment                                11         67,066           51,685
 Loss on derecognition of right-of-use assets                                 12         -                153,232
 Amortisation of intangible assets                                            10         26,250           -
 Depreciation of right-of-use assets                                          12         133,012
 Finance expense                                                              7          65,504           212,380
 (Profit)/loss on disposal of property, plant and equipment                   11         (1,199)          1,426
 Foreign exchange differences on convertible loan note                                   182,321          -
 Share-based payment                                                          23         184,911          109,456
 IPO transaction costs                                                                   763,315          -
 Net cash used in operating activities before changes in working capital                 (2,056,457)      (2,372,504)

 (Increase)/decrease in inventories                                           15         (821,019)        100,003
 Increase in trade and other receivables                                      14         (294,267)        (210,953)
 Decrease/(increase) in trade and other payables                              18         (59,871)         210,959
 Cash used in operating activities                                                       (3,231,614)      (2,272,495)

 Taxation received                                                                       62,412           50,914
 Net cash used in operating activities                                                   (3,169,202)      (2,221,581)

 Cash flows from investing activities
 Purchase of property, plant and equipment                                    11         (131,590)        (273,752)
 Purchase of intangible assets                                                10         (190,134)        (11,694)
 Net cash used in investing activities                                                   (321,724)        (285,446)

 Cash flows from financing activities
 Proceeds from issue of share capital                                         17         6,945,481        -
 Cost of share issue                                                          17         (1,390,790)      -
 Proceeds from convertible loan notes                                         19         -                2,160,030
 Interest paid on borrowings                                                  7          (13,339)         (49,890)
 Other interest paid                                                          7          (247)            (207)
 Repayment of borrowings                                                                 -                (10,836)
 Loan paid to supplier                                                        13         (100,000)        -
 Repayment of related party loan                                              20         (403,523)        -
 Principal paid on lease liabilities                                          12         (151,415)        (147,976)
 Interest paid on lease liabilities                                           12         (16,670)         (38,862)
 Net cash generated from financing activities                                            4,869,497        1,912,259

 Net increase/(decrease) in cash and cash equivalents                                    1,378,571        (594,768)

 Cash and cash equivalents at beginning of year                                          1,194,440        1,739,935
 Effects of foreign exchange rate movements                                              25,490           49,273
 Cash and cash equivalents at end of year                                                2,598,501        1,194,440

 

Note 24 discloses significant non-cash transactions in relation to the Group's
investing activities.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

1.     Corporate information

 

Ocean Harvest Technology Group Plc (the "Company") is a public limited
Company, incorporated and domiciled in the UK. The Company is listed on the
AIM market of the London Stock Exchange. The address of the registered office
is 41 London Road, Reigate, England, RH2 9RJ. The registered number of the
Company is 13411717.

 

The principal activity of the Company together with its subsidiary
undertakings (the "Group") is that of researching, developing, and selling
seaweed and ancillary products, largely in the animal feed sector.

 

2.     Accounting policies

(a)   Basis of preparation

 

The Group's consolidated financial statements have been prepared in accordance
with UK-adopted international accounting standards ("IAS") and with the
requirements of the Companies Act 2006 as applicable to companies reporting
under IFRS. The consolidated financial statements have been prepared on
historical cost basis and are presented in Euros (€).

 

The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements are disclosed in note 3.

 

These are the Group's first annual consolidated financial statements prepared
in accordance with IFRS; the Group previously prepared its annual consolidated
financial statements under FRS 102 'The Financial Reporting Standard
applicable in the UK and Republic of Ireland' ("FRS 102"). Therefore, the
requirements of IFRS 1 'First-time adoption of First-time Adoption of
International Financial Reporting Standards' ("IFRS 1") have been applied in
these consolidated financial statements. The date of transition to IFRS is 1
January 2022 and the explanation of transition adjustments is included in note
29.

 

(b) Going concern

 

The Directors continue to adopt the going concern basis in the preparation of
the financial statements as it is confident of the Group continuing operations
into the foreseeable future.

 

The Board's forecasts for the Group include revenue from existing business,
additional future revenues from anticipated new lines of business, potential
future capital in-flows, continued operating losses, projected cash-burn of
the Group (and taking account of reasonably possible changes in trading
performance and also changes outside of expected trading performance) for a
minimum period of at least twelve months from the date of approval of these
financial statements.

 

The financial statements have been prepared on the going concern basis which
the Directors believe to be appropriate for the following reasons. The
Directors have prepared cash flow forecasts for a 12-month period from the
date of approval of these financial statements. These have been prepared
taking into account trading performance, bank and loan facilities available.
They have applied a range of sensitivities to these forecasts and such
forecasts and analysis have indicated that sufficient funds should be
available to enable the Group to continue in operational existence for a
period of at least 12 months from the date of approval of these financial
statements by meeting its liabilities as they fall due for payment.

 

The Group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Chairman's
statement.

 

The financial statements at 31 December 2023 show that the Group generated a
loss for the year of €3.4 million (2022: €2.9 million); with cash used in
operating activities of €3.3 million (2022: €2.3 million). Group balance
sheet also showed cash reserves at 31 December 2023 of €2.6 million (2022:
€1.2 million).

 

 

(c) New and amended standards and interpretations

 

The Directors intend to adopt new and amended standards and interpretations,
if applicable, when they become effective. At the date of approval of these
financial statements, the following standards and interpretations which have
not been applied in these financial statements were in issue for the period
beginning 1 January 2024 but not yet effective:

 

·      Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current and Amendments to IAS
1: Classification of Liabilities as Current or Non-current - Deferral of
Effective Date - effective 1 January 2024

·      Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Noncurrent - Deferral of Effective
Date - effective date 1 January 2024

·      Amendments to IFRS 16 Leases: Lease Liability in a Sale and
Leaseback - effective date 1 January 2024

 

The directors do not expect that the adoption of these standards will have a
material impact on the financial information of the Group or Company in future
periods.

 

(d) Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company. Control is achieved when
the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its
power over the investee.

 

Generally, there is a presumption that a majority of voting rights results in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Director
considers all relevant facts and circumstances in assessing whether it has
power over an investee, including:

 

·      The contractual arrangement with the other vote holders of the
investee;

·      Rights arising from other contractual arrangements; and

·      The Group's voting rights and potential voting rights.

 

The Directors re-assess whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the
date that control ceases. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the period are included in the
consolidated financial statements from the date the Group gains control until
the date the Group ceases to control the subsidiary.

 

Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used in line with those used by
other members of the Group.

 

All intragroup assets and liabilities, equity, income, expenses, and cash
flows relating to transactions between members of the Group are eliminated in
full on consolidation.

 

(e) Foreign currencies

 

The functional currency for each entity in the Group is the currency of the
primary economic environment in which the entity, or each branch within an
entity, operates. The consolidated financial statements are presented in
Euros, which is the Group's presentational currency.

 

Transactions in currencies other than the functional currency of each entity
are recorded at the exchange rate on the date the transaction occurred.
Foreign exchange gains and losses resulting from the settlement of such
transactions, and from the translation of monetary assets and liabilities
denominated in foreign currencies at year end exchange rates, are recognised
in the statement of total comprehensive income.

 

On consolidation, the results of each entity in the Group with a non-Euro
functional currency are translated into Euro at rates approximating to those
ruling when the transactions took place. All assets and liabilities of these
entities are translated at the rate ruling at the reporting date. The
resulting exchange differences are recognised in other comprehensive income
and accumulated in the foreign exchange reserve.

 

(f) Segment Reporting

 

Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker ("CODM"). The CODM,
who is responsible for allocating resources, making strategic decisions, and
assessing performance of the operating segments, has been identified as the
Board of Directors. The CODM has determined there is one single operating
segment, the provision of seaweed products.

 

(g) Revenue recognition

 

IFRS 15 "Revenue from Contracts with Customers" is a principle-based model of
recognising revenue from contracts with customers. It has a five-step model
that requires revenue to be recognised when control over goods and services
are transferred to the customer.

 

The Group earns revenue relating to the sale of animal feed through direct
sales. Revenue is recognised at a point in time when the relevant performance
obligation is satisfied. The Directors consider the control over goods is
transferred to the customer at point of shipment. The performance obligation
is considered to be satisfied when the Group dispatches a product to a
customer and the bill of lading is signed. Contracts with customers do not
contain a financing component or any element of variable consideration.

 

Other revenue has been recognised for income generated through shipping and
delivery of products.

 

Invoices are raised at the point of shipment. As the Directors consider the
significant risks and rewards of ownership of the goods to be transferred at
this point, revenue is subsequently measured at this point and does not give
rise to any contract assets or liabilities. New customers are required to make
a payment on account prior to their first order which are recognised as
contract liabilities.

 

Revenue is measured as the fair value of the consideration received or
receivable, excluding discounts, rebates, value added tax and other sales
taxes.

 

(h) Finance income and expense

 

Finance income comprises of bank interest received and is recognised in profit
or loss when it is earned.

 

Finance expense comprises of interest payable, lease interest and interest on
convertible loan notes which are expensed in the year in which they are
incurred.

 

(i) Taxation

 

Income tax expense represents the sum of the current tax and deferred tax
charge for the year. Current and deferred tax is recognised in profit or loss,
except to the extent that it relates to items recognised in other
comprehensive income or directly in equity in which case the tax is also
recognised in other comprehensive income or directly in equity, respectively.

 

Current tax

 

Current tax payable is based on the taxable profit for the year calculated on
the basis of the tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted at the reporting date in the
countries where the Group operates and generates taxable income.

 

Deferred tax

 

Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases and is accounted for using the balance sheet liability method.

 

Deferred tax is calculated at the tax rates that have been enacted or
substantively enacted and are expected to apply in the period when the
liability is settled, or the asset realised.

 

Deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised.

 

Where applicable, the Group claims research and development tax reliefs in
accordance with the Small and Medium Sized Enterprise R&D Relief Scheme.
Projects are assessed by the Directors to ensure the claims made fit the
criteria and definitions set out by the UK HM Revenue and Customs.

 

(j) Employee benefits: pension obligations

 

The Group operates a defined contribution plan for its employees. A defined
contribution plan is a pension plan under which the Group pays fixed
contributions into a separate entity. Once the contributions have been paid
the Group has no further payment obligations.

 

The contributions are recognised as an expense in profit or loss when they
fall due. Amounts not paid are shown in accruals as a liability in the
statement of financial position.

 

(k) Research and development

 

Research and development expenditure that does not meet the criteria of an
intangible asset is recognised as an expense as incurred. Development costs
are only capitalised after technical and commercial feasibility of the asset
for sale or use have been established. There must be a clear intention to
complete the asset and generate future economic benefit from it. If the costs
incurred cannot be reliability distinguished between the research phase and
development phase, then all costs are expensed as research costs within
administrative costs in the consolidated statement of total comprehensive
income. Capitalised costs include development trials designed to demonstrate
to additional customers the market applications of this product and by
providing them with additional data showing results of how the core benefits
of the product manifests in particular applications. Development costs are
amortised over a 3-year period on project completion.

 

(l) Intangible assets

 

Intangible assets are recognised at cost and are subsequently measured at cost
less accumulated amortisation and accumulated impairment losses.

 

Intangible assets comprise internationally registered patents and patent
applications for natural and sustainable seaweed formulae that replace
synthetic additives in fish and animal feed. Amortisation is recognised on a
straight-line basis over their estimated useful lives, which are deemed to be
the life of the patents. Amortisation charge is included within administrative
expenses in the consolidated statement of total comprehensive income.

 

(m) Property, plant and equipment

 

Property, plant and equipment is stated at cost less accumulated depreciation
and any accumulated impairment losses. Depreciation is provided on all
property, plant and equipment to write off the cost less estimated residual
value of each asset over its expected useful economic life on a straight-line
basis at the following rates:

 

Leasehold improvements       over the period of the lease

Plant and machinery               15% straight line

Fixtures and fittings               20% reducing balance

Computers                              20%
straight line

Motor vehicles                        25% straight line

 

The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.

 

Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replaced part
is derecognised. All other repairs and maintenance are charged to profit or
loss during the year in which they are incurred.

 

Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised in profit or loss.

 

(n) Inventories

 

Inventories are stated at the lower of cost or net realisable value. Cost
includes all expenses directly attributable to the manufacturing process as
well as suitable portions of related production overheads, based on normal
operating capacity. Net realisable value is the amount that can be realised
from the sale of the inventory in the normal course of business after allowing
for the costs of realisation. An allowance is recorded for obsolescence and
slow-moving items.

 

(o) Leases

 

At inception of a contract, the Directors assess whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration.

 

To assess whether a contract conveys the right to control the use of an
identified asset, the Group assesses whether: an identified physically
distinct asset can be identified; and the Group has the right to obtain
substantially all of the economic benefits from the asset throughout the
period of use and has the ability to direct the use of the asset over the
lease term being able to restrict the usage of third parties as applicable.

 

All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:

 

·      Leases of low value assets; and

·      Leases with a duration of 12 months or less.

 

A lease will qualify for the low value asset exemption if the underlying asset
is not dependant on, or highly interrelated with, other leased assets and the
value of the leased asset is less than €5,000.

 

Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
Group's incremental borrowing rate on commencement of the lease is used.

On initial recognition, the carrying value of the lease liability also
includes:

 

·      amounts expected to be payable under any residual value
guarantee;

·      the exercise price of any purchase option granted in favour of
the Group if it is reasonably certain to access that option; and

·      any penalties payable for terminating the lease, if the term of
the lease has been estimated on the basis of the termination option being
exercised.

 

Right of use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for:

 

·      lease payments made at or before commencement of the lease;

·      initial direct costs incurred; and

·      the amount of any provision recognised where the Group is
contractually required to dismantle, remove, or restore the leased asset.

 

Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are depreciated on a
straight-line basis over the remaining term of the lease or over the remaining
economic life of the asset if, rarely, this is judged to be shorter than the
lease term.

 

When the Group revises its estimate of the term of any lease (because, for
example, it re-assesses the probability of a lessee extension or termination
option being exercised), it adjusts the carrying amount of the lease liability
to reflect the payments to make over the revised term, which are discounted at
the revised discount rate applicable at the date of estimation. An equivalent
adjustment is made to the carrying value of the right-of-use asset, with the
revised carrying amount being amortised over the remaining (revised) lease
term.

 

(p) Impairment of non-financial assets

 

Assets that are subject to depreciation or amortisation are assessed at each
reporting date to determine whether there is any indication that the assets
are impaired. Where there is any indication that an asset may be impaired, the
carrying value of the asset or cash generating unit ("CGU") to which the asset
has been allocated is tested for impairment. An impairment loss is recognised
for the amount by which the asset's carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset's (or 'CGU's) fair
value less costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (CGUs). Non-financial assets that have been
previously impaired are reviewed at each reporting date to assess whether
there is any indication that the impairment losses recognised in prior periods
may no longer exist or may have decreased.

 

(q) Equity and reserves

 

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

 

Share capital

Represents the nominal value of shares that have been issued.

 

Share premium

Represents the amount subscribed for share capital in excess of nominal value
less issue costs.

 

Share-based payment reserve

Represents the cumulative share-based payment charge for options that are
outstanding.

Merger reserve

Merger reserve represents the difference between the carrying value of net
assets acquired and the nominal value of the shares issued in the
share-for-share exchange as a result of merger accounting that took place in
2021.

 

Foreign exchange reserve

Represents the cumulative foreign exchange differences.

 

Retained losses

Retained earnings relate to cumulative net gains and losses less distributions
made.

 

(r) Share-based payments

 

Equity-settled share-based payment transactions with employee and others
providing similar services are at the fair value of the equity instruments at
the grant date.

 

The grant date fair value of share-based payment awards is recognised in
profit or loss, with a corresponding increase in the share options reserve,
over the period that the employees become unconditionally entitled to the
awards.

 

The amount recognised as an expense is adjusted to reflect the number of
awards for which the related service and non-market performance conditions are
expected to be met, such that the amount ultimately recognised as an expense
is based on the number of awards that meet the related service and non-market
performance conditions at the vesting date.

 

For share-based payment awards with non-vesting conditions, the grant-date
fair value of the share-based payment is measured to reflect such conditions
and there is no true-up for differences between expected and actual outcomes.

 

Market vesting conditions are factored into the fair value of the award at
grant date. As long as all other vesting conditions are satisfied, a charge is
made irrespective of whether market vesting conditions are satisfied. The
cumulative expense is not adjusted for failure to achieve a market vesting
condition.

 

When share-based payments awards are exercised, the Company issues new shares.
The proceeds received, net of any directly attributable transaction costs, are
credited to share capital and the share premium account. The fair value of the
awards exercised or forfeited prior to vesting and previously recognised in
the share options reserve is transferred to accumulated losses for capital
maintenance purposes.

 

(s) Cash and cash equivalents

 

Cash and cash equivalents are financial assets and include cash at bank and in
hand and short term highly liquid deposits which are subject to an
insignificant risk of changes in value. Bank overdrafts are shown within
borrowings in current liabilities.

 

(t) Financial assets

 

The Group's financial assets are measured at amortised cost and comprise trade
and other receivables, cash and cash equivalents and a loan to a Group
supplier. These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They arise
principally through the provision of the sale of goods.

 

Trade receivables are recognised initially at the amount of consideration that
is unconditional, unless they contain significant financing components when
they are recognised at fair value. They are subsequently measured at amortised
cost using the effective interest method, less expected credit loss ("ECL")
allowance.

 

Other receivables are initially recognised at fair value plus transaction
costs that are directly attributable to their acquisition or issue and are
subsequently carried at amortised cost using the effective interest rate
method, less ECL allowance.

 

The loan to the Group supplier is initially recognised at fair value and is
subsequently carried at amortised cost using the effective interest rate
method.

 

Impairment provisions for trade receivables are recognised based on the
simplified approach within IFRS 9 'Financial Instruments' ("IFRS 9") using the
lifetime expected credit losses. The ECL balance is determined based on
historical data available to management in addition to forward looking
information utilising management knowledge. For trade receivables, which are
reported net; such provisions are recorded in a separate provision account
with the loss being recognised within administrative expenses in profit or
loss. On confirmation that the trade receivable will not be collectable, the
gross carrying value of the asset is written off against the associated
provision.

 

Impairment provisions for other receivables are recognised based on the
general impairment model within IFRS 9. In doing so, the Group follows the
3-stage approach to expected credit losses. Step 1 is to estimate the
probability that the debtor will default over the next 12 months. Step 2
considers if the credit risk has increased significantly since initial
recognition of the debtor. Finally, Step 3 considers if the debtor is credit
impaired, following the criteria under IFRS 9.

 

(u) Financial liabilities

 

All financial liabilities are recognised in the statement of financial
position when the Group becomes a party to the contractual provision of the
instrument.

 

The Group's financial liabilities measured at amortised cost comprise trade
payables, other payables, accruals, lease liabilities, borrowings and
convertible loan notes. It does not include other taxation, social security
and deferred income.

 

These financial liabilities are initially measured at fair value net of any
transaction costs directly attributable to the issue of the instrument and are
subsequently measured at amortised cost using the effective interest rate
method.

 

The effective interest method is a method of calculating the amortised cost of
a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts
estimated future cash payments (including all fees and points paid or received
that form an integral part of the effective interest rate, transaction costs
and other premiums or discounts) through the expected life of the financial
liability to the amortised cost of a financial liability.

 

 

3.     Critical accounting estimates and judgements

 

The preparation of the financial information in compliance with IFRS requires
the use of certain critical accounting estimates. It also requires the
Directors to exercise judgement and use assumptions in applying the Group's
accounting policies. The resulting accounting estimates calculated using these
judgements and assumptions will, by definition, seldom equal the related
actual results but are based on historical experience and expectations of
future events. The Directors believe that the estimates utilised in preparing
the financial information are reasonable and prudent critical accounting
judgements and estimates.

 

Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The judgements and
key sources of estimation uncertainty that have a significant effect on the
amounts recognised in the financial information is discussed below:

 

Key accounting judgements

 

Research and development

 

Under IAS 38 Intangible assets, the Directors must assess whether an R&D
project in the research phase, when costs incurred are expensed, or in the
development phase, when the costs incurred are capitalised. This requires
judgement over the technical and commercial feasibility of the project. Total
costs capitalised in the year ended 31 December 2023 was €190,134 (2022:
€nil).

Key accounting estimates and assumptions

 

Discount rates

 

IFRS 16 states that the lease payments shall be discounted using the lessee's
incremental borrowing rate where the rate implicit in the lease cannot be
readily determined. Accordingly, all lease payments have been discounted using
the incremental borrowing rate ("IBR"). The IBR has been determined by
management using a range of data including current economic and market
conditions, review of current debt and capital within the Group, lease length
and comparisons against seasoned corporate bond rates and other relevant data
points. A range between 10.24%. - 12.66% has been adopted.

 

Useful economic lives of tangible and intangible assets

 

The annual depreciation and amortisation charge for tangible and intangible
assets is sensitive to changes in the estimated useful economic lives and
residual values of the assets. The useful economic lives and residual values
are re-assessed annually. They are amended, when necessary, to reflect current
estimates, based on technological advancement, future investments, economic
utilisation, and the physical condition of the assets.

 

Share-based payments

 

The Directors are required to determine the fair value of equity-settled
share-based payments and recognise this as an expense over the period in which
the employees become unconditionally entitled to the awards. Therefore, the
Directors are required to estimate the fair value of the share-based payments
using an option valuation model and need to estimate inputs such as
volatility. Where necessary, the directors use an external specialist. In
addition to this, the terms of the share-based payments are such that the
Directors are required to estimate the number of options expected to vest, and
the time period over which these options are expected to vest. The Directors
re-assess this estimate at each reporting period. Please refer to note 23 for
information on estimates and judgements used.

 

Carrying value of inventories

 

Inventories are valued at the lower cost and net realisable value. Net
realisable value includes, where necessary, provisions for slow moving and
obsolete stocks. Calculation of these provisions requires judgements to be
made, which include forecasts of consumer demand, the promotional,
competitive, and economic environment and inventory loss trends.

 

Estimation of trade receivable provisions

 

The estimation of the recoverability of the trade receivables has a
significant impact throughout the year. The Group measures any impairment of
the trade receivables using an expected credit loss model and recognises the
lifetime expected losses on all trade receivables.

4.     Revenue

 

All of the Group's revenue was generated from the sale of goods and was
recognised at a point in time. The Group considers the control over goods is
transferred to the customer at the point of shipment which is when the revenue
is recognised.

 

The CODM reviews the Group's internal reporting in order to assess performance
and allocate resources. The CODM has determined that there is one single
operating segment, the provision of seaweed products.

 

                                    31 Dec         31 Dec

                                    2023           2022
                                    €              €
 Revenue split by type
 Product sales                      3,029,327      2,513,071
 Other revenue                      338,319        495,225
                                    3,367,646      3,008,296

 

Other revenue relates to delivery income where delivery costs incurred on
behalf of the customer are recharged.

 

Revenue generated by the Group have been generated from the following
geographic regions:

 

                               31 Dec           31 Dec

                               2023             2022
                               €                €
 Geographic split
 Europe                         1,017,556        708,040
 North America                  1,847,777        1,606,208
 South America                  -                240,902
 Asia                           502,313          453,146
                               3,367,646        3,008,296

 

3 customers make up 10% or more of revenue for the period ending 31 December
2023 (2022: 4):

 

                                     31 Dec         31 Dec

                                     2023           2022
                                     €              €
 Revenue from customers
 Customer 1                          817,465        525,851
 Customer 2                          528,438        677,554
 Customer 3                          426,121        212,484
 Customer 4                          -              28,707
 Other customers                     1,595,622      1,563,700
                                     3,367,646      3,008,296

 

5.     Operating loss

 

Operating loss for the year has been arrived at after charging the following
items:

 

                                                    Note      31 Dec         31 Dec

                                                              2023           2022
                                                              €              €

 Employee benefit expenses                          6         1,890,458      1,676,834
 Depreciation of property, plant and equipment      11        67,066         51,685
 Depreciation of right-of-use assets                12        133,012        153,232
 Amortisation of intangible assets                  10        26,250         2,339
 Share-based payments                               23        184,911        109,456
 Exchange difference                                          105,106        (4,863)
 Inventory impairment                                         40,573         42,913

 

Auditors' remuneration

 

During the year, the Group obtained the following services from the Group's
auditors:

 

                                                                 31 Dec       31 Dec

                                                                 2023         2022
                                                                 €            €

 Fees payables for the audit of the Group's annual accounts      47,290       30,000
 Fees payables for the audit of the Company's subsidiaries       34,603       49,928
 Fees payables for all other pre-IPO non-audit services          201,848      100,000
                                                                 283,741      179,928

 

6.     Employee benefit expenses

 

Employee benefit expenses consisted of the following:

 

                                                      31 Dec         31 Dec

                                                      2023           2022
                                                      €              €

 Wages and salaries                                   1,556,791      1,439,753
 Social security contributions and similar taxes      134,471        118,764
 Pension costs                                        14,285         8,861
 Share-based payment expenses                         184,911        109,456
                                                      1,890,458      1,676,834

 

The average monthly number of employees during the year was:

 

                31 Dec      31 Dec

                2023        2022
                Number      Number

 Directors      8           7
 Employees      42          31
 Total          50          38

 

Further details of Directors' remuneration are included in note 25.

 

7.     Finance expense

 

Finance expense is outlined below:

 

                                                 31 Dec      31 Dec

                                                 2023        2022
                                                 €           €

 Interest on borrowings                          13,339      49,890
 Interest on lease liabilities                   16,670      38,862
 Interest on convertible loan notes              35,248      123,421
 Other interest paid                             247         207
                                                 65,504      212,380

 

8.     Taxation

 

                                                               31 Dec        31 Dec

                                                               2023          2022
                                                               €             €
 Current tax
 Current taxation on loss for the year                         -             -
 R&D tax credit                                                (71,639)      (64,817)
 Total current tax                                             (71,639)      (64,817)

 Deferred tax
 Obligation and reversal of temporary differences              -             -
 Total deferred tax                                            -             -

 Total tax credit                                              (71,639)      (64,817)

 

The total tax credits for the periods presented differ from the standard rate
of corporate tax in the UK. The differences are explained below:

 

 

                                                                         31 Dec           31 Dec

                                                                         2023             2022
                                                                         €                €

 Loss for the year                                                       (3,477,637)      (2,900,683)

 Tax at the applicable rate of 23.5% (2022:19%)                          (817,245)        (551,130)
 Expenses not deductible for tax                                         218,557          -
 Additional deduction for R&D expenditure                                (78,055)         (64,817)
 Effect of tax losses not recognised as deferred tax assets              611,877          551,130
 Other differences leading to an decrease in tax charge                  (6,773)          -
 Total tax credit for the year                                           (71,639)         (64,817)

 

The main rate of UK corporation tax was 23.5% for the year ended 31 December
2023 (2022: 19%). From 1 April 2023 the UK Government increased the
corporation tax rates to 25% on profits above €284,000. Companies with
profits of €57,000 or less will be taxed at 19% and companies with profits
between €57,000 and €284,000 will pay tax at 25% that is reduced by
marginal relief on a sliding scale.

 

The Group has tax losses relating to the UK and Ireland carried forward as at
31 December 2023 of €17,496,375 (2022: €15,449,334) which can be carried
forward indefinitely.

 

The Group has Vietnamese tax losses carried forward as at 31 December 2023 of
€1,520,134 (VND 40,762,678,527) (2022: €1,600,997 (VND 40,613,199,683).
The losses relating to Vietnam may be carried fully and consecutively for a
maximum of five years. Carryback of losses is not permitted.

 

No deferred tax asset has been recognised in respect of these losses due to
uncertainty over future taxable profits.

 

9.     Loss per share

 

                                                           31 Dec           31 Dec

                                                           2023             2022
                                                           €                €

 Loss for the year from continuing operations              (3,405,998)      (2,835,866)

 

                                                                                        31 Dec           31 Dec

                                                                                        2023             2022
                                                                                        Number           Number

 Weighted average number of ordinary shares for the purpose of calculating              110,095,106      63,999,613
 basic earnings per share

 

                                               31 Dec       31 Dec

                                               2023         2022
                                               €            €

 Basic and diluted loss per share              (0.031)      (0.044)

 The loss incurred by the Group means that the effect of any outstanding
 options would be anti-dilutive and is ignored for the purposes of the diluted
 loss per share calculation. Details of the share options are set out in note
 23.

10.   Intangible assets

 

                                        Development costs      Patents and licences      Total
                                        €                      €                         €
 Cost
 At 1 January 2022                      -                      15,602                    15,602
 Additions                              -                      14,033                    14,033
 Exchange rate differences              -                      61                        61
 At 31 December 2022                    -                      29,696                    29,696

 Additions                              190,134                -                         190,134
 Exchange rate differences              (373)                  -                         (373)
 At 31 December 2023                    189,761                29,696                    219,457

 Amortisation
 At 1 January 2022                      -                      6,679                     6,679
 Charge for the year                    -                      2,339                     2,339
 Exchange rate differences              -                      61                        61
 At 31 December 2022                    -                      9,079                     9,079

 Charge for the year                    21,190                 5,060                     26,250
 Exchange rate differences              (80)                   -                         (80)
 At 31 December 2023                    21,110                 14,139                    35,249

 Net book value
 At 31 December 2023                    168,651                15,557                    184,208

 At 31 December 2022                    -                      20,617                    20,617

 At 1 January 2022                      -                      8,923                     8,923

 

Amortisation charges are included within operating expenses in the
consolidated statement of total comprehensive income. Development costs in
prior years were immaterial.

 

11.   Property, plant, and equipment

 

                                  Leasehold improvements      Plant and machinery      Fixtures and fittings      Computers      Motor vehicles      Total
                                  €                           €                        €                          €              €                   €
 Cost
 At 1 January 2022                52,980                      733,271                  141,539                    39,615         73,833              1,041,238
 Additions                        -                           269,322                  3,819                      611            -                   273,752
 Disposals                        -                           -                        (9,761)                    (24,774)       -                   (34,535)
 Exchange rate differences        -                           13,197                   (126)                      -              -                   13,071
 At 31 December 2022              52,980                      1,015,790                135,471                    15,452         73,833              1,293,526

 Additions                        -                           58,097                   -                          73,493         -                   131,590
 Disposals                        (52,980)                    (205,689)                (100,047)                  (1,404)        (32,720)            (392,840)
 Exchange rate differences        -                           (45,001)                 -                          (10)           -                   (45,011)
 At 31 December 2023              -                           823,197                  35,424                     87,531         41,113              987,265

 Depreciation
 At 1 January 2022                52,980                      652,644                  124,484                    33,641         53,277              917,026
 Charge for the year              -                           23,873                   5,672                      1,585          20,555              51,685
 Eliminated due to disposals      -                           -                        (8,336)                    (24,773)       -                   (33,109)
 Exchange rate differences        -                           11,225                   178                        -              -                   11,403
 At 31 December 2022              52,980                      687,742                  121,998                    10,453         73,832              947,005

 Charge for the year              -                           60,836                   1,425                      4,805          -                   67,066
 Eliminated due to disposals      (52,980)                    (205,689)                (100,758)                  (1,892)        (32,720)            (394,039)
 Exchange rate differences        -                           (31,817)                 -                          261            1                   (31,555)
 At 31 December 2023              -                           511,072                  22,665                     13,627         41,113              588,477

 Net book value
 At 31 December 2023              -                           312,125                  12,759                     73,904         -                   398,788

 At 31 December 2022              -                           328,048                  13,473                     4,999          1                   346,521

 At 1 January 2022                -                           80,627                   17,055                     5,974          20,556              124,212

 

Depreciation is charged to operating expenses within the statement of total
comprehensive income.

12.   Leases

 

The Group leases assets in the jurisdictions from which it operates with all
lease payments, in-substance, fixed over the lease term. Where there are
leasehold properties which hold a variable element to lease payments made
these are not fixed and not capitalised as part of the right of use asset. All
expected future cash out flows are reflected within the measurement of the
lease liabilities at each year end.

 

                              31 Dec      31 Dec      1 Jan

                              2023        2022        2022
                              Number      Number      Number

 Number of active leases      1           2           2

 

The Group lease relates to leasehold properties for commercial and head office
use. The current lease commenced in 2018 with a lease term of 6 years.

 

 

Extension, termination and break options

 

The Group negotiates extension, termination, or break clauses in its leases.
In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an extension
option, or not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated). On a case-by-case
basis, the Group will consider whether the absence of a break clause would
expose the Group to excessive risk. Typically, factors considered in deciding
to negotiate a break clause include:

 

·      The length of the lease term;

·      The economic stability of the environment in which the property
is located; and

·      Whether the location represents a new area of operations for the
Group.

 

Incremental borrowing rate

 

The Group has historically adopted a rate with a range of 10.24% - 12.66% as
its incremental borrowing rate, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset of similar
value to the right-of-use asset in a similar economic environment with similar
terms, security and conditions. The rate adopted on the single current lease
as at 31 December 2023 is 12.66%. This rate is used to reflect the risk
premium over the borrowing cost of the Group measured by reference to the
Group's facilities. The incremental borrowing rate includes an additional risk
premium on a lease based in Vietnam and denominated in Vietnamese Dong (VND).

 

 

Right-of-use assets

 

                                                Leasehold property
                                                €
 Cost
 At 1 January 2022                              813,068
 Exchange rate differences                      14,990
 At 31 December 2022                            828,058

 Additions                                      -
 Disposals                                      (148,459)
 Exchange rate differences                      (11,294)
 At 31 December 2023                            668,305

 Accumulated depreciation
 At 1 January 2022                              449,158
 Charge for the year                            153,232
 Exchange rate differences                      6,593
 At 31 December 2022                            608,983

 Charge for the year                            133,012
 Disposals                                      (106,535)
 Exchange rate differences                      (7,647)
 At 31 December 2023                            627,813

 Net book amount
 At 31 December 2023                            40,492

 At 31 December 2022                            219,075

 At 1 January 2022                              363,910

 

 

Lease liabilities

 

                                           Leasehold property
                                           €

 At 1 January 2022                         383,975
 Interest expense                          38,862
 Lease payments                            (186,838)
 Exchange adjustments                      9,019
 At 31 December 2022                       245,018

 Disposals                                 (41,924)
 Interest expense                          16,670
 Lease payments                            (168,085)
 Exchange adjustments                      (4,065)
 At 31 December 2023                       47,614

 

Reconciliation of current and non-current lease liabilities is detailed below:

 

                  31 Dec      31 Dec       1 Jan

                  2023        2022         2022
                  €           €            €

 Current          47,614      170,514      61,130
 Non-current      -           74,504       322,845
 Total            47,614      245,018      383,975

 

 

13.   Loan receivable

 

                              31 Dec      31 Dec      1 Jan

                              2023        2022        2022
                              €           €           €

 Amounts due from BeoBio      50,000      -           -

 

The Group advanced a €100,000 loan to BeoBio Teoranta ("BeoBio"), a Company
registered in Ireland, in July 2023. BeoBio supplies the Group with raw
materials. The term of the loan is 2 years and interest is charged at 10% per
annum in the event that BeoBio fail to meet a supply commitment for two
consecutive quarters. The supply commitment relates to raw materials being
supplied to the Group.

 

As at 31 December 2023, no further advances or repayments have been made and
no interest has been charged. The directors recognised the loan at amortised
cost. The loan has been recognised appropriately between non-current assets
and current assets as determined by the dates the amounts are due to be
repaid.

 

 

 

14.   Trade and other receivables

 

                                       31 Dec         31 Dec         1 Jan

                                       2023           2022           2022
                                       €              €              €
 Amounts due in less than 1 year:
 Trade receivables                     871,324        915,912        822,863
 Other receivables                     387,580        218,830        107,764
 Amounts due from BeoBio               50,000         -              -
 Prepayments                           286,760        116,285        109,447
                                       1,595,664      1,251,027      1,040,074

 

Trade receivables are amounts due from customers for services performed in the
ordinary course of business. The Group negotiates the terms and payment
conditions with each customer separately. The amounts due from customers are
generally due for settlement within 45 days, but the Group does offer extended
credit terms to certain customers. For new customers, the Group adopts a
policy whereby 50% of the payment is due before fulfilment of any order. Any
amounts received in advance are held as a contract liability and recognised in
revenue on dispatch.

 

Other receivables include deposits and recoverable VAT.

 

Analysis of trade receivables based on age of invoices:

 

                                Current        31 - 60        61 - 90       > 90           Total Gross      ECL      Total Net
                                €              €              €             €              €                €        €
 Expected Credit Loss rate      0%             0%             0%            0%             -                -        -
 31 December 2023                586,753        165,539        55,103        63,929         871,324         -         871,324
 31 December 2022                384,362        349,046        3,662         178,842        915,912         -         915,912
 1 January 2022                  540,194        159,850        3,099         119,720        822,863         -         822,863

 

The Group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade
receivables. In measuring the expected credit loses, the trade receivables
have been assessed on a collective basis as they possess shared credit risk
characteristics. During the assessment it was noted that evidence of
historical loss was minimal and would not result in a material impact to the
group. Additionally, no customer specific circumstances or future economic
conditions that could adversely impact recoverability were identified. As
such, the expected credit loss rate was deemed to be nil in the year ending 31
December 2023.

 

No ECL allowance is made against other receivables, and none have been written
off (2022: €nil).

 

 

15.   Inventories

 

                  31 Dec         31 Dec       1 Jan

                  2023           2022         2022
                  €              €            €
 Inventories      1,450,884      629,865      729,868

 

The cost of Group inventories recognised as an expense in the year ended 31
December 2023 amounted to €1,501,417, (2022: €1,134,331) respectively.
These costs are included within cost of sales in the consolidated statement of
comprehensive income.

 

 

16.   Cash and cash equivalents

 

                               31 Dec         31 Dec         1 Jan

                               2023           2022           2022
                               €              €              €

 Cash at bank and in hand      2,598,501      1,194,440      1,739,935

 

17.   Share capital and share premium

 

                                                                               Share capital      Share premium      Total
 Called up and fully paid ordinary shares of £0.01 each       Number           €                  €                  €

 At 1 January 2022 and 31 December 2022                       63,999,613       761,448            -                  761,448
 Share placing                                                37,500,000       434,093            6,511,388          6,945,481
 Conversion of convertible loan notes                         24,356,084       281,941            2,220,658          2,502,599
 Issue costs                                                  -                -                  (627,475)          (627,475)
 At 31 December 2023                                          125,855,697      1,477,482          8,104,571          9,582,053

 

On 4 April 2023, the entire issued share capital of the Company was admitted
to trading on AIM and the Company successfully raised £6,000,000
(€6,945,481) gross proceeds by placing 37,500,000 new Ordinary Shares at
£0.16 per share. As part of the admission, the convertible loan notes
converted to 24,356,084 ordinary shares. Further details on the conversion can
be found in note 19.

 

The total costs in relation to the issuance of shares and the listing was
€1,390,790. Of the total costs incurred, direct costs of €627,475 relating
to the issuance of shares have been capitalised as part of the share premium.
The costs associated with the listing have been expensed and amounted to
€763,315.

 

All share classes rank pari passu, including voting and distribution rights
and repayment of capital in the event of winding up. There are no restrictions
on the transfer of shares.

 

18.   Trade and other payables

 

                                   31 Dec       31 Dec       1 Jan

                                   2023         2022         2022
                                   €            €            €

 Trade payables                    125,354      64,166       78,812
 Other payables                    24,412       161,818      33,041
 Taxation and social security      56,081       48,550       46,075
 Accruals                          170,816      162,000      69,226
                                   376,663      436,534      227,154

 

19.   Convertible loan notes

 

                             31 Dec      31 Dec         1 Jan

                             2023        2022           2022
                             €           €

 Convertible loan notes      -           2,285,030      -

 

On 23 June 2022, the Company issued £2,025,000 of convertible loan notes
("CLNs") to existing shareholders in order to fund the continuing operations
and development activities of the Group in advance of the Company's IPO.
£1,000,000 were subscribed by Terance Butler Holdings Limited, £700,000 were
subscribed by Heaton Holdings Limited, £200,000 were subscribed by Ashley
Head, £100,000 were subscribed by Mark Williams, £12,500 were subscribed for
by Hadden Graham and £12,500 were subscribed for by Graham Ellis.

 

The CLNs convert into fully paid ordinary shares in the Company based on a
range of factors, including the share price of the Company on the date of
conversion, the principal and accrued interest on the CLNs at the date of
conversion, as well as a discount to the share price related to whether the
CLNs are converted before or after certain dates outlined in the agreement. In
certain scenarios outlined within the CLN agreement, the holder can also
redeem up to 75% of the principal and accrued interest thereon in cash. The
CLNs accrue interest on the principal amount at 10% per annum from the date on
which the CLNs are issued up to and including the 31 December 2022 and 6% per
annum thereafter, with mandatory conversion at 1 September 2023 if certain
other events have not occurred.

 

 

 

The CLNs meet the definition of financial liabilities and are carried at
amortised cost, with the interest expense recognised in profit or loss.

 

The CLN's converted into 24,356,084 fully paid shares in the Company upon
admission to trading on AIM on 4 April 2023 at a discount of 30% and 45% to
the issue price.

 

 

 

20.   Borrowings

 

                                             31 Dec      31 Dec       1 Jan

                                             2023        2022         2022
                                             €           €            €

 Amounts due to Heaton Holdings Limited      -           403,523      414,359

 

Related party loans

 

The Group had a working capital loan with Heaton Holdings Limited, a related
party in which Stuart Waring (a former director of the Company) is a director.
Interest was charged at 10 per cent per annum upon amounts drawn down. The
loan was secured by a fixed charge over the Group's assets.

 

During the year ended 31 December 2023 the balance of the loan was repaid in
full. Interest charged during the period totalled €13,339 (2022: €49,890).
Further details of the interest and repayments can be found in note 25.

 

 

21.   Investments in subsidiaries and associate

 

The subsidiary undertakings of the Group are detailed below:

 

List of subsidiary undertakings

 

 Name and registered office address        Country of incorporation  Registered address                                                             Nature of the business      Proportion of equity shares held by the business

                                           and residence

 Ocean Harvest Technology Limited          Ireland                   Unit 5, Milltown Business Park, County Galway, H54 D722, Ireland.              Preparation of animal feed  100% (Direct)
 Ocean Harvest Technology Company Limited  Vietnam                   Factory No.18, Lot CN6, H2 Street, Kim Huy Industrial Park, Thu Dau Mot City,  Preparation of animal feed  100% (Indirect)
                                                                     Binh Duong Province, Vietnam
 Ocean Harvest Technology (UK) Limited     England & Wales           41 London Road, Reigate, England, RH2 9RJ.                                     Preparation of animal feed  100% (Indirect)

 

 

22.   Financial instruments

 

Categories of financial instruments

 

Financial assets are not measured at fair value and due to their short-term
nature, the carrying value approximates their fair value. They comprise trade
receivables, other receivables, a loan to a Group supplier and cash at bank.
It does not include corporation tax or prepayments.

 

                                                  31 Dec         31 Dec         1 Jan

                                                  2023           2022           2022
                                                  €              €              €
 Financial assets at amortised cost:
 Trade receivables                                871,324        915,912        822,863
 Other receivables                                22,657         218,830        107,764
 Loan to BeoBio                                   100,000        -              -
 Cash and cash equivalents                        2,598,501      1,194,440      1,739,935
                                                  3,592,482      2,329,182      2,670,562

 

Financial liabilities measured at amortised cost comprise trade payables,
other payables, accruals, lease liabilities, borrowings and convertible loan
notes. It does not include other taxation, social security and deferred
income.

 

                                                       31 Dec       31 Dec         1 Jan

                                                       2023         2022           2022
                                                       €            €              €
 Financial liabilities at amortised cost:
 Trade and other payables                              125,354      64,166         78,812
 Other payables                                        21,696       161,818        33,041
 Accruals                                              170,816      162,000        69,226
 Lease liabilities                                     47,614       170,514        61,130
 Borrowings                                            -            403,523        414,359
 Convertible loan notes                                -            2,285,030      -
                                                       365,480      3,247,051      656,568

 

The Directors consider that the carrying amounts of the financial instruments
approximate to their fair value. The Group has no derivative foreign exchange
contracts outstanding at the reporting dates.

 

Financial risk management

 

The Group is exposed through its operation to the following financial risks:
credit risk, foreign exchange risk and liquidity risk. Risk management is
carried out by the directors of the Group. The Group uses financial
instruments to provide flexibility regarding its working capital requirements
and to enable it to manage specific financial risks to which it is exposed.

 

The Group finances its operations through a mixture of debt finance, cash and
liquid resources and various items such as trade debtors and trade payables
which arise directly from the Group's operations.

 

Credit risk

 

Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. In order to minimise the risk, the Group endeavours only to deal
with companies which are demonstrably creditworthy and this, together with the
aggregate financial exposure, is continuously monitored. The maximum exposure
to credit risk is the carrying value of its financial receivables, trade and
other receivables and cash and cash equivalents as disclosed in the notes to
the historical financial information.

The receivables' age analysis is evaluated on a regular basis for potential
doubtful debts, considering historic, current and forward-looking information.
Impairments are made to trade receivables when management consider the debt
unlikely to be received. No impairment against trade receivables was made in
the year ended 31 December 2023 (2022: none). Further disclosures regarding
trade and other receivables are provided in note 14.

 

Credit risk also arises on cash and cash equivalents and deposits with banks
and financial institutions. For banks and financial institutions, only
independently rated parties with minimum rating "B+" are accepted. Currently
all financial institutions whereby the Group holds significant levels of cash
are rated from AA- to A+.

 

Foreign exchange risk

 

The Group operates internationally and is exposed to currency risk arising on
cash and cash equivalents, receivables and payables denominated in a currency
other than the respective functional currencies of the Group entities, which
are primarily Euros, Sterling, US Dollar and Vietnamese Dong (VND). The
Group's and Company's net exposure to foreign currency risk at the reporting
date is as follows:

 

The carrying amounts of the Group's foreign currency denominated monetary
assets and monetary liabilities at the reporting date are as follows:

 

                                                                  31 Dec         31 Dec         1 Jan

                                                                  2023           2022           2022
                                                                  €              €              €
 Net foreign currency financial assets/(liabilities)
 Sterling                                                         440,228         757,392        51,454
 US Dollar                                                        816,310         863,862        539,274
 Total net exposure                                               1,256,538      1,621,254      590,728

 

Sensitivity analysis

 

A 10% strengthening of the Euro against the Group's primary currencies at the
respective reporting dates below would have increased/(decreased) equity and
profit or loss by the amounts shown below:

 

                                 31 Dec        31 Dec        1 Jan

                                 2023          2022          2022
                                 €             €             €
 GBP
 Effect on equity      +10%      (44,022)      (75,739)      (5,145)
 Effect on loss        +10%      44,022        75,739        5,145
                                 -             -             -
 USD
 Effect on equity      +10%      (81,631)      (86,386)      (53,927)
 Effect on loss        +10%      81,631        86,386        53,927
                                 -             -             -

 

Liquidity risk

 

The Group seeks to maintain sufficient cash balances. Management reviews cash
flow forecasts on a regular basis to determine whether the Group has
sufficient cash reserves to meet future working capital requirements and to
take advantage of business opportunities.

 

A maturity analysis of the Group's undiscounted cash flows arising from
financial liabilities (exclusive of interest amounts) is shown below:

 

                             Less than 1 year      Between 1 and 5 years          Total
 2023                        €                     €                              €
 Trade payables              125,354               -                              125,354
 Other payables              21,696                -                              21,696
 Lease liabilities           49,428                -                              49,428
 Accruals                    170,816               -                              170,816
                             367,294               -                              367,294

 2022
 Trade payable               64,166                -                              64,166
 Other payables              161,818               -                              161,818
 Convertible loan notes      2,285,030             -                              2,285,030
 Lease liabilities           168,085               74,504                         242,589
 Borrowings                  403,523               -                              403,523
 Accruals                    162,000               -                              162,000
                             3,244,622             74,504                         3,319,126

 

Capital disclosures

 

The capital structure of the business consists of debt and equity. Equity
comprises share capital, share premium, merger reserve, foreign exchange
differences reserve, retained earnings and is equal to the amount shown as
'Equity' in the statement of financial position. Debt comprises borrowings and
convertible loan notes.

 

The Group's current objectives when maintaining capital are to:

 

-     Safeguard the Group's ability as a going concern so that it can
continue to pursue its growth plans;

-      Provide a reasonable expectation of future returns to shareholders;
and

-     Maintain adequate financial flexibility to preserve its ability to
meet financial obligations, both current and long term.

 

The Group sets the amount of capital it requires in proportion to risk. The
Group manages its capital structure and adjusts it in the light of changes in
economic conditions and the risk characteristics of underlying assets. In
order to maintain or adjust the capital structure, the Group may issue new
shares or sell assets to reduce debt.

 

23.   Share-based payments

 

The Group operates two employee share option schemes that are accounted for as
equity-settled share-based payments.

 

Share Options Plan

 

On 29 March 2023 the Company granted 10,952,244 share options to certain
directors of the Company as detailed below:

 

 Date of grant      Director             No. of options      Exercise price (£)       Vesting conditions               Contractual life of options

 29 March 2023      Mark Williams        391,464             0.01                     Immediate                        10 years
 29 March 2023      Mark Williams        924,439             0.01                     Upon admission                   10 years
 29 March 2023      Mark Williams        5,478,770           0.01                     Various share price targets      10 years
 24 March 2023      Hadden Graham        1,385,857           0.01                     Various share price targets      10 years
 29 March 2023      Adrian Crockett      1,385,857           0.01                     Various share price targets      10 years
 29 March 2023      Ian Hutchinson       593,939             0.01                     Various share price targets      10 years
 29 March 2023      Basil Kennedy        791,918             0.01                     Various share price targets      10 years

All options granted are subject to a 12-month holding period from the date of
vesting and may not be exercised whilst the Company's share price is below
£0.192.

 

With the exception of 1,315,903 options granted to Mark Williams which vested
immediately and on admission to AIM, the options are split into tranches with
each tranche vesting once a share price target for that tranche has been met
and, if applicable, a minimum of 2 years' service has been completed. The
options therefore have a variable vesting period and in accordance with the
applicable accounting standard the Directors have to estimate the most likely
vesting period on grant date.

 

The fair value of the options and the expected vesting period was calculated
at the date of grant using the Monte Carlo Model with the following key
assumptions:

 

 Grant date                                             29 March 2023
 Share price target range                               £0.31 to £0.80
 Minimum share price on exercise                        £0.19
 Exercise price                                         £0.01
 Risk free rate (10 year UK gilts)                      3.40%
 Annualised volatility (based on peer Group companies)  47.98%
 Expected dividend yield                                0.00%
 Exercise date                                          Once vested
 Contractual life                                       10 years

 

The fair value of the options granted ranged between £0.06 and £0.12. The
expected vesting period of the options was 10 years (except for the 1,315,903
options vested immediately and on admission to AIM).

 

Details of the number of share options granted, exercised, lapsed and
outstanding at the end of the period, as well as the weighted average exercise
prices in GBP as follows:

 

                            Number           Weighted Average

                                             Exercise Price
                                             £

 At 1 January 2023          -                -
 Granted during the year    10,952,244       0.01
 Lapsed during the year     (462,219)        0.01
 Forfeited during the year  (1,385,857)      0.01
 At 31 December 2023        9,104,168        0.01

 Total outstanding          9,104,168        0.01
 Total exercisable          -                -

 

The weighted average remaining contractual life of the options is 9 years and
91 days. The total share-based payment charge relating to the above options is
€180,128 (2022: €109,456).

 

Other options

 

On 29 March 2023, the Company also granted a total of 180,000 ordinary shares
under a separate option agreement to non-executive directors. The terms and
conditions of the grants are detailed below:

 

 Date of grant      Director             No. of options      Exercise price (£)       Vesting conditions         Contractual life of options

 29 March 2023      David Tilston        90,000              0.16                     2-year service period      10 years
 29 March 2023      Christine Maggs      90,000              0.16                     2-year service period      10 years

 

The fair value of the options granted was calculated using the Black Scholes
Model with the following assumptions:

 

 Grant date               29 March 2023
 Exercise prices          £0.16
 Risk free rate           3.40%
 Expected volatility      47.98%
 Expected dividend yield  0.00%
 Exercise date            29 March 2025
 Contractual life         10 years

 

The weighted average contractual life of the options is 9 years and 91 days.
All options remain outstanding, and none are exercisable.

 

The total charge for the ended 31 December 2023 in respect of the two options
schemes was €4,783 (£4,244) and was recognised in profit or loss.

24.   Changes in liabilities from financing activities

 

                             Opening balance      Financing cash flows      Interest charge          Exchange movements      Other non-cash changes      Closing balance
                             €                    €                         €                        €                       €                           €
 2022
 Lease liabilities           383,975              (186,838)                 38,862                   9,019                   -                           245,018
 Convertible loan notes      -                    2,160,030                 -                        -                       125,000                     2,285,030
 Borrowings                  414,359              (60,726)                  49,890                   -                       -                           403,523
 Total                       798,334              1,912,466                 88,752                   9,019                   125,000                     2,933,571

 2023
 Lease liabilities           245,018              (168,085)                 16,670                   (4,065)                 (41,924)                    47,614
 Convertible loan notes      2,285,030            -                         35,248                   182,321                 (2,502,599)                 -
 Borrowings                  403,523              (416,862)                 13,339                   -                       -                           -
 Total                       2,933,571            (584,947)                 65,257                   178,256                 (2,544,523)                 47,614

 

Other non-cash changes relates to the conversion of convertible loan notes
into ordinary shares of the Company and the remeasurement of a lease
liability.

 

25.   Related party transactions

 

Key management personnel

 

Key management personnel include all Directors of the Company and certain
senior employees, who together have authority and responsibility for planning,
directing, and controlling the activities of the Group's business.

 

                                                              31 Dec         31 Dec

                                                              2023           2022
                                                              €              €

 Wages and salaries                                           1,046,916      521,818
 Social security contributions and similar taxes              127,076        69,638
 Pension costs                                                10,464         2,919
 Share-based payment expenses                                 184,911        109,456
                                                              1,369,367      703,831

 

The number of Directors participating in defined contribution pension as at 31
December 2022 and 2023 was 8.

 

Details of Directors' remuneration are as follows:

 

                                                              31 Dec         31 Dec

                                                              2023           2022
                                                              €              €

 Wages and salaries                                           834,082        442,258
 Social security contributions and similar taxes              103,669        60,847
 Pension costs                                                5,788          1,418
 Share-based payment expenses                                 184,911        109,456
                                                              1,128,450      613,979

 

 

 

(ii) Purchases of services

 

During the year ended 31 December 2023, the Group paid €nil to Heaton
Holdings Limited (2022: €9,960), a Company in which Stuart Waring is a
director and shareholder. The Company provided administrative coordination
services and Company secretarial services to the Group. All transactions were
conducted at arm's length. As at the year end, the balance due to Heaton
Holdings Limited in relation to these services was €nil (2022: €nil; 2021:
€nil).

 

Other transactions

 

Other transactions with related parties included a working capital loan,
detailed in note 20 and subscription and subsequent conversion of convertible
loan notes detailed in note 19.

26.   Capital commitments

 

The Group had no capital commitments as at 31 December 2023 (2022: none; 2021:
none).

 

27.   Ultimate controlling Party

 

The directors do not consider there to be one ultimate controlling party.

 

28.   Events after the reporting date

 

There were no significant events after the reporting date and up to the date
of approval of these financial statements.

29.   Transition to IFRS

 

The Group's date of transition to IFRS is 1 January 2022. This note details
the principal adjustments made by the Group in restating its FRS 102 financial
statements, including the statement of financial position as at 1 January 2022
and the financial statements as of, and for, the year ended 31 December 2022.

 

The Company was incorporated on 20 May 2021 and remained a shell Company until
it became the parent Company of the Group via a share-for-share exchange on 31
December 2021. The accounting treatment of the transaction under FRS 102 is
consistent with IFRS and does not result in any adjustments.

 

During the year ended 31 December 2022, the Company issued convertible loan
notes ("CLN") detailed in note 19. Under FRS 102, the CLNs did not meet the
definition of 'basic financial instruments' and thus were carried at fair
value through profit or loss. Under IFRS the CLNs met the definition of
financial liabilities and thus are carried at amortised cost. As at 31
December 2022 the fair value of the CLNs was equal to their amortised cost
resulting in no adjustment to the statement of comprehensive income or the
statement of financial position.

 

The only adjustments on transition to IFRS are as a result of the application
of IFRS 16 to the leases held by the Group. As disclosed in note 2(p), the
Group recognises lease liabilities and right-of-use assets, whilst under FRS
102 all leases held by the Group were operating leases with rental expense
charged to profit or loss as incurred. The full retrospective approach for
lease accounting was adopted on transition. As one of the leases was held by
an overseas subsidiary, there was a consequential adjustment to the foreign
exchange reserve.

 

IFRS Transition

i)            Right of use assets of €363,910 was recognised in the
period ended 31 December 2021. A decrease of €144,835 was recognised in the
period ended 31 December 2022

ii)            Lease liabilities of €383,975 was recognised in the
period ended 31 December 2021. A decrease of €138,957 was recognised in the
period ended 31 December 2022.

iii)            Increase finance costs by €38,862 in the period
ended 31 December 2022, relating to IFRS 16.

iv)            Decrease in operating expenses by €33,606 in the
period ended 31 December 2022.

 

The reconciliation of the amounts presented under FRS 102 to the restated
amounts under IFRS are shown below.

 

Effect of IFRS adoption on the consolidated statement of financial position

 

                                    1 January 2022                                         31 December 2022
                                    FRS 102            IFRS 16 adj       IFRS              FRS 102             IFRS 16 adj        IFRS
                                    €                  €                 €                 €                   €                  €
 Assets
 Non-current assets
 Right of use asset                 -                  363,910           363,910           -                   219,075            219,075
 Total non-current assets           -                  363,910           363,910           -                   219,075            219,075

 Total assets                       -                  363,910           363,910           -                   219,075            219,075

 Equity and liabilities
 Equity
 Foreign exchange reserve           -                  (98,160)          (98,160)          -                   (47,839)           (47,839)
 Retained earnings                  (24,696,073)       78,095            (24,565,802)      (27,423,564)        21,896             (27,401,668)
 Total equity                       (24,696,073)       (20,065)          (24,663,962)      (27,423,564)        (25,943)           (27,449,507)

 Liabilities
 Non-current liabilities
 Lease liability                    -                  322,845           322,845           -                   74,504             74,504
 Total non-current liabilities                         322,845           322,845           -                   74,504             74,504

 Current liabilities
 Lease liability                    -                  61,130            61,130            -                   170,514            170,514
 Total current liabilities          -                  61,130            61,130            -                   170,514            170,514

 Total equity and liabilities       (24,696,073)       363,910           (24,181,827)      (27,423,564)        219,075            (27,204,489)

 

Effect of IFRS adoption on the consolidated statement of comprehensive income
for the year end 31 December 2022

 

                                                     FRS 102          IFRS 16 adj      IFRS
                                                     €                €                €

 Revenue                                             3,008,296        -                3,008,296
 Cost of Sales                                       (2,229,108)      -                (2,229,108)
 Gross Profit                                        779,188          -                779,188

 Operating expenses                                  (3,501,097)      33,606           (3,467,491)
 Operating loss                                      (2,721,909)      33,606           (2,688,303)

 Finance costs                                       (173,518)        (38,862)         (212,380)
 Loss before taxation                                (2,895,427)      (5,256)          (2,900,683)
 Taxation                                            64,817           -                64,817
 Loss for the year                                   (2,830,610)      (5,256)          (2,835,866)

 Other comprehensive loss
 Currency translation differences                    50,943           (622)            50,321
 Other comprehensive income, net of tax              50,943           (622)            50,321

 Total comprehensive loss for the year               (2,779,667)      (5,878)          (2,785,545)

 

The transition to IFRS has impacted the presentation of items within the
consolidated cash flow statement. The implementation of IFRS 16 has resulted
in €147,976 of payments being recognised within cash flows from financing
activities, which were previously presented under cash flows from operating
activities, during the year ended 31 December 2022.

 

 

Company Statement of Financial Position

AS AT 31 DECEMBER 2023

 

                                              31 Dec           31 Dec

                                              2023             2022
                                   Notes      €                €
 Assets
 Non-current assets
 Investments                       5          1,043,719        870,904
 Other receivables                 6          7,228,912        2,031,138
 Total non-current assets                     8,272,631        2,902,042

 Current assets
 Trade and other receivables       7          152,117          35,850
 Cash and cash equivalents                    43,616           253,892
 Total current assets                         195,733          289,742

 Total assets                                 8,468,364        3,191,784

 Equity and liabilities
 Equity
 Share capital                     8          1,477,482        761,448
 Share premium                     8          8,104,571        -
 Share-based payment reserve                  294,367          109,456
 Foreign exchange reserve                     51,259           -
 Retained earnings                            (1,486,106)      (316,796)
 Total equity                                 8,441,573        554,108

 Liabilities
 Current liabilities
 Trade and other payables          9          26,791           352,646
 Convertible loan                  10         -                2,285,030
 Total current liabilities                    26,791           2,637,676

 Total equity and liabilities                 8,468,364        3,191,784

 

Under s408 of the Companies Act 2006 the Company is exempt from the
requirement to present its own statement of comprehensive income. The loss
after tax for the year ended 31 December 2023 was €1,169,310 (2022:
€316,796).

 

Company Statement of Changes in Equity

FOR THE YEAR ENDED 31 DECEMBER 2023

 

                                              Share capital      Share premium      Share-based payment reserve      Foreign exchange reserve      Retained earnings      Total
                                              €                  €                  €                                €                             €                      €

 As at 1 January 2022                         761,448            -                  -                                -                             -                      761,448

 Comprehensive income
 Loss for the year                            -                  -                  -                                -                             (316,796)              (316,796)
 Other comprehensive income                   -                  -                  -                                -                             -                      -
 Total comprehensive income for the year      -                  -                  -                                -                             (316,796)              (316,796)
 Transactions with owners
 Share-based payments                         -                  -                  109,456                          -                             -                      109,456
 As at 31 December 2022                       761,448            -                  109,456                          -                             (316,796)              554,108

 Comprehensive income
 Loss for the year                            -                  -                  -                                -                             (1,169,310)            (1,169,310)
 Other comprehensive income                   -                  -                  -                                51,259                        -                      51,259
 Total comprehensive income for the year      -                  -                  -                                51,259                        (1,169,310)            (1,118,051)
 Transactions with owners
 Share placing                                434,093            6,511,388          -                                -                             -                      6,945,481
 Conversion of convertible loan notes         281,941            2,220,658          -                                -                             -                      2,502,599
 Issue costs                                  -                  (627,475)          -                                -                             -                      (627,475)
 Share-based payments                         -                  -                  184,911                          -                             -                      184,911
 Total transactions with owners               716,034            8,104,571          184,911                          -                             -                      9,005,516

 As at 31 December 2023                       1,477,482          8,104,571          294,367                          51,259                        (1,486,106)            8,441,573

1.     Significant accounting policies

 

(a)   Basis of preparation

 

The separate financial statements of the Company have been prepared in
accordance with Financial Reporting Standard 101, 'Reduced Disclosure
Framework' ("FRS 101"), on a historical cost basis and in accordance with the
Companies Act 2006.

 

The results of the Company are included in the consolidated financial
statements of the Group, which are presented alongside these financial
statements.

 

These are the Company's first annual financial statements prepared in
accordance with FRS 101; the Company previously prepared its annual financial
statements under FRS 102. Due to the similarities between FRS 101 and FRS 102,
there are no adjustments on transition to FRS 101 for the Company.

 

These financial statements are presented in Euros, which is the Company's
functional and presentational currency.

 

The principal accounting policies adopted are the same as those set out in
note 2 to the consolidated financial statements of the Group except as
described in this note.

 

Disclosure exemptions adopted:

 

The following exemptions from the requirements of IFRS have been applied in
the preparation of these financial statements, in accordance with FRS 101:

 

·      The requirement of IFRS 1 to present a statement of financial
position at the date of transition.

·      IFRS 7, 'Financial instruments: Disclosures'.

·      Paragraphs 91 to 99 of IFRS 13, 'Fair value measurement'.

·      The following paragraphs of IAS 1, 'Presentation of financial
statements'

a)     10(d) (statement of cash flows);

b)     16 (statement of compliance with IFRS);

c)     38A (requirement for minimum of two primary statements, including
cash flow statements);

d)     38B-D (additional comparative information);

e)     111 (statement of cash flows information); and

f)     134-136 (capital management disclosures).

·      IAS 7, 'Statement of cash flows'.

·      Paragraphs 30 and 31 of IAS 8, 'Accounting policies, changes in
accounting estimates and errors'.

·      The requirements in IAS 24, 'Related party disclosures'.

 

 

(b)   Going concern

 

The Directors continues to adopt the going concern basis in the preparation of
the financial statements. Further details are included in note 2(b) to the
consolidated financial statements.

 

(c)    Investment in subsidiaries

 

Equity investment in subsidiaries are stated at cost, which is the fair value
of the consideration transferred, less accumulated impairment.

2.     Critical accounting estimates and judgements

 

The judgements and key sources of estimation uncertainty that have a
significant effect on the amounts recognised in the financial statements is
discussed below:

 

Recoverability of investment in subsidiaries and intragroup receivables

 

In the Company financial statements, the carrying value of the Company's
investment in subsidiaries is €1,043,719 (2022: €870,904) and amounts owed
by intragroup receivables is €7,228,912 (2022: €2,031,138).

 

The Directors carry out impairment tests of the Company's investments which
require estimates to be made of the value in use of its CGUs and G  roups of
CGUs. The value in use calculations are dependent on estimates of future cash
flows, long-term growth rates and appropriate discount rates to be applied to
future cash flows.

 

The recoverability of the Company's intragroup receivables is dependant on the
success of the Group to continually commercialise existing products and
generate revenue from existing development projects.

 

 

Share-based payments

 

Refer to note 23 to the consolidated financial statements.

 

3.     Loss for the year

 

The average number of employees for the year ended 31 December 2023 was 0
(2022: 5). Staff costs were €nil (2022: nil). Directors' remuneration are
charged through the Company's subsidiaries.

 

Disclosures of auditor remuneration in relation to the audit of the Company
financial statements are included within note 5 of the Group financial
statements.

 

 

4.     Share-based payments

 

Details of the Company's share-based payment schemes are included in note 23
to the consolidated financial statements and relate to employees or others
providing similar services to the Company's subsidiaries. The share-based
payment charge is included in the investments in subsidiaries balance.

 

5.     Investments in subsidiaries

 

 

                                          Investments      Total
                                          €                €

 At 1 January 2022                        761,448          761,448
 Additions                                109,456          109,456
 At 31 December 2022                      870,904          870,904

 Additions                                172,815          172,815
 At 31 December 2023                      1,043,719        1,043,719

 

The additions in the year relate to the share option expense recognised in a
subsidiary company over shares in the parent. This is accounted for as an
addition to the investment cost in that subsidiary.

 

 

6.     Other receivables

 

                                                 31 Dec         31 Dec

                                                 2023           2022
                                                 €              €

 Amounts owed by Group undertakings              7,228,912      2,031,138
                                                 7,228,912      2,031,138

 

The amounts owed by Group undertakings primarily represent working capital
provided to facilitate operational activities within the Group. The loans are
interest free and no material amounts are overdue. No impairment was incurred
on the amounts owed by Group undertakings.

 

7.     Trade and other receivables

 

                                                                          31 Dec       31 Dec

                                                                          2023         2022
                                                                          €            €

 Other receivables                                                        152,117      35,850
                                                                          152,117      35,850

 Other receivables relate to VAT due and prepaid insurance.

 

 

8.     Share capital and share premium

 

Full details of movements in share capital and share premium are given in note
17 to the consolidated financial statements.

 

 

9.     Trade and other payables

 

                                                 31 Dec      31 Dec

                                                 2023        2022
                                                 €           €

 Other payables                                  26,791      119,573
 Amounts owed to Group undertakings              -           233,073
 Total                                           26,791      352,646

 

10.   Convertible loan notes

 

 

These are detailed in note 19 to the consolidated financial statements.

 

 

11.   Ultimate controlling party

 

At 31 December 2023, there was no individual controlling party. Ocean Harvest
Technology Group Plc is the ultimate parent entity and is listed on AIM.

 

 

12.   Events after the reporting date

 

There were no significant events after the reporting date and up to the date
of approval of these financial statements.

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