Picture of Directa Plus logo

DCTA Directa Plus News Story

0.000.00%
gb flag iconLast trade - 00:00
IndustrialsSpeculativeMicro CapSucker Stock

REG - Directa Plus PLC - Final Results

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250603:nRSC1144La&default-theme=true

RNS Number : 1144L  Directa Plus PLC  03 June 2025

3 June 2025

 

 

Directa Plus plc

("Directa Plus", the "Company" or the "Group")

 

Final Results

 

Directa Plus (AIM: DCTA), a leading producer and supplier of graphene-based
products for use in consumer and industrial markets, announces its final
results for the year ended 31 December 2024.

 

Financial highlights

 ·     Product sales and service revenue at €6.66m (2023: €10.53m), impacted by
       temporary delays in key customer orders and contract awards in the
       Environmental Remediation and Textiles divisions, as well as the exit from
       some selected lower-margin contracts
 ·     Total income (including grants) at €6.83m (2023: €10.86m)
 ·     Adjusted LBITDA* increased by 42% to €3.64m (2023: €2.56m), driven by
       lower revenues, offset in part by continued cost control and improved
       production efficiencies
 ·     Loss before tax increased by 25% to €5.37m (2023: €4.31m)
 ·     Reported (basic) Loss per share stable at €0.06 (2023: €0.06)
 ·     Cash and cash equivalents at year end of €4.98m (2023: €2.39m),
       significantly strengthened by the capital raise completed in June 2024
 ·     Total patents granted at year end of 106 (2023: 86)

       * Adjusted EBITDA loss represents results from operating activities before
       tax, interest, depreciation and amortisation, adjusted by one-off expenses,
       one-off provisions, inventory write-offs, non-recurring legal expenses and
       onerous contract provision (details in the CFO statement).

 

Target market progress

Environmental Remediation - 79% of revenue (2023: 69%)

 ·     Acquired a further 49% stake in Setcar taking the Group's holding to 99.95%,
       following which Directa Plus has appointed a new board and general manager,
       and has set about significantly improving operational efficiencies within
       Setcar
 ·     Post period, secured a number of new contract wins and renewals, including a
       further renewal with FORD Otosan and a new contract signed with MIDIA
       International
 ·     Resumed activities with OMV Petrom for the decontamination of sludges using
       Grafysorber® and signed a €1.6 million contract extension post period end
       in April 2025

 

Textiles - 20% of revenue (2023: 30%)

 ·     The European textile market continued to be challenged by weaker consumer
       spending, resulting in a slowdown in revenues, although there are some signs
       of a recovery, supported by a stabilisation in inflation
 ·     Continued to work with major workwear, defence and fashion brands, seeing
       growing demand for the Group's technical product enhancements globally and
       increasing interest for the properties of G+ graphene

 

Operational updates

 ·     Secured c. €0.5 million of targeted annualised cost savings across the
       Group, which will be reflected in FY2025
 ·     Competitive position improved with enhancements to the production line,
       including replacing argon gas for nitrogen gas, providing significant cost
       savings and environmental benefits
 ·     Renewed production team, now working on a remodelling of the production line
       aimed at further increasing productivity and ensuring greater operational
       flexibility at lower direct production costs
 ·     R&D capabilities strengthened to better align with evolving market needs
       and to drive innovation

 

Outlook

 ·     Trading in Q1 FY2025 has been robust, with revenues of approximately €2
       million, up c. 40% on the same period in 2024, primarily driven by several
       contract renewals across the Environmental and Textiles divisions, including
       with Grassi, Ford Otosan, Cummins and Metchem
 ·     Current order book stands at approximately €7 million for FY2025, supported
       further by a good pipeline of opportunities
 ·     Setcar is progressing well, with an initial agreement with Midia International
       SA, worth up to $1.5 million, signed in February 2025, and a €1.59 million
       contract extension with OMV Petrom, for the use of Directa Plus's patented
       Grafysorber® technology to treat oil sludges, emulsions, and contaminated
       water
 ·     Momentum building with new contract wins and renewals, and a clear focus on
       reducing the Group's cost structure. The Board is confident in achieving
       results for FY25 in line with market expectations

 

Giulio Cesareo, Founder & CEO of Directa Plus, said: "Good strategic
progress was made in the year to offset challenges presented by some contract
delays and external pressures and strengthen the Group, laying the groundwork
for sustainable future growth. The success of our strategy is seen in the
momentum which picked up towards the end of the year, with a number of new
contract wins and renewals secured, supported by a growing pipeline, providing
confidence in achieving results for FY25 in line with market expectations. The
Group is well-positioned to capitalise on future opportunities as market
conditions stabilise."

 

For further information please visit http://www.directa-plus.com/
(http://www.directa-plus.com/) or contact:

 

 Directa Plus plc               +39 02 36714458
 Giulio Cesareo, CEO
 Giorgio Bonfanti, CFO

 Singer Capital Markets         +44 20 7496 3069
 Rick Thompson

 Phil Davies

 Alma Strategic Communications  +44 20 3405 0205
 Justin James                   directaplus@almastrategic.com

 Hannah Campbell

 Kinvara Verdon

 

About Directa Plus

Directa Plus (www.directa-plus.com) is one of the largest producers and
suppliers of graphene-based products for use in consumer and industrial
markets. The Company's graphene manufacturing capability uses proprietary
patented technology based on a plasma super expansion process. Starting from
natural graphite, each step of Directa Plus' production process - expansion,
exfoliation and drying - creates graphene-based materials and hybrid graphene
materials ready for a variety of uses and available in various forms such as
powder, liquid and past

 

This proprietary production process uses a physical process, rather than a
chemical process, to process graphite into pristine graphene nanoplatelets,
which enables Directa Plus to offer a sustainable, non-toxic product, without
unwanted by-products. Directa Plus' products are made of hybrid graphene
materials and graphene nano-platelets. The products (marketed as G+®) have
multiple applications due to its properties. These G+® products can be
categorised into various families, with different products being suitable for
specific practical applications.

 

Directa Plus was established in 2005 and is based in Lomazzo (Como, Italy) and
has been listed on the AIM market of the London Stock Exchange since May
2016. The Company holds the Green Economy Mark from London Stock Exchange
which recognises companies that contribute to the global green economy.

 

 

Chairman's statement

 

FY24 was a challenging year for the Group. Whilst we didn't meet our initial
revenue expectations, due to short-term headwinds, including delayed customer
decision-making and geopolitical uncertainty, which ultimately extended
timelines on the award of key contracts across the Environmental Remediation
and Textiles divisions, we continued to make good strategic progress. These
headwinds deferred contracts into FY25, resulting in product and service
revenue of €6.7 million (2023: €10.5 million) and adjusted LBITDA of
€3.6 million (2023: €2.6 million). The revenue decline was exacerbated
also by our decision during the year to cease significant low margin service
activities in favour of a focus on higher margin, higher value-added services,
including our Grafysorber® technology.

 

During the year the team worked hard to deliver against our four strategic
pillars across each of our key verticals. In particular, strong progress was
made in reducing production costs and streamlining our operations, and in
reinforcing our position in key markets, such as Environmental Remediation and
Textiles. The Group has now secured its initial target of €0.5 million of
annualised cost savings, which will be realised in the current financial year.
In addition, we have established a new production team that is now working on
modifying our production line, aimed at further increasing productivity and
ensuring greater operational flexibility at significantly lower direct
production costs, further supporting the foundations for future growth.

The year also saw the completion of a successful capital raise and the
acquisition of full majority control of Setcar, two key developments for the
Group that will help accelerate our growth and unlock future shareholder
value.

 

After the headwinds experienced in FY24, it is pleasing to report that trading
in FY25 has shown a strong recovery, with Q1 revenues of approximately €2
million, up c. 40% on the same period in 2024, primarily driven by several
contract renewals across the Environmental Remediation and Textiles divisions,
including with Grassi, Ford Otosan, Cummins and Metchem. The Group's current
order book is healthy, providing improved visibility, and the Board is
confident of meeting FY25 market expectations.

 

Delivering on our strategy

 

We remain focused on delivering across the four pillars of our growth
strategy: a unique, low-cost graphene production process; the manufacture of
pristine graphene nanoplatelets free of chemical pollutants and tailored to
customers' needs; a reduced time to market for new products, benefitting from
considerable accumulated knowhow and strong IP; and market reach leveraged
through carefully assessed partnerships.

In line with our strategy, the Group has successfully built a significant
pipeline of opportunities and tenders across all its verticals.

 

In June 2024, we successfully completed a £6.9m capital raise to invest
further in the delivery of the Group's strategic growth plan, and to fund the
€1.5 million acquisition of the c. 49% minority holding in Setcar, bring our
total shareholding in our environmental services subsidiary to 99.95%. I would
like to thank all shareholders who participated in the fundraise for their
support of the Group and the next phase of development.

 

Since the acquisition, significant improvements have been implemented to
better align Setcar's operations with the Group's strategy and culture,
increase efficiency and to position the business to capture and deliver on the
pipeline of environmental opportunities ahead.

 

The graphene market is forecast to grow at pace in the coming years, with
Fortune Business Insights estimating the market to reach over $5 billion by
2032. This growth is driven by increasing demand for advanced materials in
industries like electronics, energy, and automotive and we believe that
Directa Plus is well positioned to capitalise on this market momentum.

 

Sustainability

 

Directa Plus's product is chemical free and involves a low energy consumption
production process. As businesses across all sectors are progressively turning
towards more sustainable solutions, our graphene technology can confer
material improvements in the performance and sustainability of our customers'
products. Our Grafysorber® technology, which is fast gaining traction,
substitutes for the use of oil-based products and can be advantageously
applied to oil and chemical decontamination, produced water and steel mill
wastes.

 

 We have built a strong and dedicated team to drive the growth of the
business, and we recognise the value in supporting our employees to both
maintain the ethos of the business and achieve the best return on effort. The
Board remains committed to pursuing good corporate governance and understands
its importance in promoting the long-term growth of the business.

 

CEO succession

 

The Group's Founder and Chief Executive Officer, Giulio Cesareo, has confirmed
that he would like to step back from his CEO role, effective by the 2026 AGM.
Giulio has been the driving force for the development of the Group since its
foundation in 2005, taking a unique graphene production process from the
drawing board to commercialisation, with significant recurring contracts and
future opportunity. The Board will be looking at appropriate succession
planning over the coming 12 months and Board changes to ensure that the Group
is able to continue to benefit from Giulio's knowledge, expertise and customer
contacts into the future. Further announcements will be made as and when
appropriate.

 

Summary and looking ahead

 

Whilst the Group's financial performance in FY24 was lower than expected, the
Group has entered FY2025 with renewed optimism and stronger trading as we look
to recover our growth path. The management team has worked effectively to
ensure we have the right strategy and building blocks in place to capture the
significant opportunities ahead and to deliver value across our growing
network of partners and customers.

Looking ahead, we remain committed to reducing our cost base and increased
operational efficiencies, with prioritisation being given to investments
directly linked to short term returns. With the increased traction in graphene
technology and its applications globally, I am confident we are well placed
within the market.

 

Richard Hickinbotham
Non-Executive Chairman

2 June 2025

 

 

 

Chief Executive Officer's statement

 

FY24 presented the Group with challenges that the Board has responded to by
strengthening the Group and laying the groundwork for sustainable future
growth. As a result, we are more confident that Directa Plus is
well-positioned to capitalise on future opportunities as market conditions
stabilise.

 

Our strategic shift towards prioritising higher margins and value-added
services resulted in lower revenues in the year. Alongside this, we continued
to encounter operational challenges and delays in securing key contracts
within our Environmental Remediation and Textiles divisions. These issues
carried over into the second half of the year, leading to financial
performance for FY24 that was below our initial expectations.

 

Despite external pressures, we made tangible progress in areas core to our
long-term strategy - from technology deployment and operational streamlining,
to reinforcing our position in key markets such as Environmental Remediation.
The successful capital raise and the full acquisition of Setcar are two
significant milestones that will help accelerate our strategic agenda and
unlock further value.

 

 As part of strengthening the Group for future growth, we completed a £6.9m
capital raise in mid-2024 to support investment in line with our strategic
plan to accelerate the Group's path to profitability. Since the full
acquisition of Setcar, we have made considerable headway, securing operational
efficiencies, including a headcount reduction, and the appointment of a new
subsidiary board. Importantly we have also recruited a new General Manager,
who brings over 15 years engineering experience internationally and will play
a crucial role in ensuring Setcar is positioned for growth through improved
focus and leadership. In line with this reorganisation, there is a process for
further senior appointments in place, including a new Sales Director, to
strengthen commercial capabilities.

 

The capital raise also provided funds for investments to support the
commercialisation of our G+ graphene, increase the Group's technical and
commercial capabilities, and improve our production line to further reduce our
production costs. We have additionally restructured the manufacturing and
R&D teams in Italy, maximising the benefits of Directa Plus' technology
and production process to deliver more effective, scalable and
customer-oriented solutions. Notably, the replacement of argon gas for
nitrogen gas in our production line has provided significant cost efficiencies
and environmental benefits, as it is a common energy source that can be
generated internally.

 

Review of Operations

 

Environmental Remediation (79% of revenue)

The Environmental Remediation division is underpinned by our unique
Grafysorber® technology, which is independently proven to be five times more
effective than comparable technologies. It is a hybrid-graphene solution for
treating pollutants, in particular water sludges and emulsions containing
hydrocarbons, where it can absorb and recover more than 100 times its own
weight of oil-based pollutants.

 

Although performance was dampened in the year, in part due to a focus on
higher margin, higher value services, a series of important contract wins and
renewals were secured. In addition, specific project delays and market
uncertainties further impacted the division's performance. The contract signed
in 2023 with Liberty Galați, Romania's leading integrated steel producer, has
progressed more slowly than anticipated due to the customer's financial
difficulties. The Romanian government has announced measures to support
Liberty Galați's stabilisation, and we are closely monitoring the situation
to safeguard the successful continuation of the project. Furthermore, as
previously notified, a major tender for a €44 million two-year contract for
a significant remediation project was being sought by Setcar. This tender has
not progressed in the manner the Board were continually led to expect. The
contract has now been awarded to another party, under circumstances that are
difficult to appropriately determine. Whilst this is very disappointing after
all our considerable efforts and engagement, the outturn would appear to be in
our best interests as a public company.

 

Nevertheless, a series of important contract wins and renewals during the
period demonstrate the strong underlying demand for our solutions. The Group's
environmental remediation activities are primarily carried out via Setcar
which renewed its contract with FORD Otosan, a Romanian automotive business
owned by Ford Motor company, for the fifth time in the period for a total
contract value of €1.9m. Post-period end Setcar secured a further renewal
for c. €1.1 million for the first half of the year to continue to deliver
Total Waste Management services, including waste disposal, transportation,
treatment, recycling, equipment, and personnel.

 

Post-period end, Setcar also signed an initial $1.5m agreement with Midia
International SA, to provide tank cleaning and waste disposal services as part
of an offshore drilling campaign in the Black Sea, specifically the Trident
EX30 block. The project will involve the use of Directa Plus's proprietary
Grafysorber® technology to treat the contaminated water and is expected to
commence in the second half of 2025.

 

The Group also resumed its activities with OMV Petrom for the decontamination
of sludges using Grafysorber as the customer has identified a new area to
decontaminate. In recent years we have treated c. 41,000 cubic meters of
emulsions generated by OMV Petrom, recovering c. 10,000 tons of crude oil to
be reinjected in their refineries, improving their overall operational
efficiency. In April 2025 Setcar signed a €1.59 million contract extension
agreement with OMV Petrom, for the use of Directa Plus's patented
Grafysorber® technology to treat oil sludges, emulsions, and contaminated
water. This contract extends the original framework agreement, which commenced
in 2021 and has generated over €1.0 million in revenues to date, to 31
December 2026, ensuring the continuity of services without interruption.

 

With the restructuring of Setcar, we continue to look for ways to capture
further opportunities by leveraging our proprietary environmental remediation
technology and to capitalise on the significant market potential that we
expect to materialise in the region.

 

Textiles (20% of revenue)

The European textile market was affected by weaker consumer spending in the
current economic climate, which adversely impacted our Textile division
resulting in a slowdown in revenues. In parallel, we have also experienced a
temporary slowdown in sales to a major workwear client during the year that
are now expected to rebuild in 2025. Nonetheless, we continue to experience
strong demand for our technical product enhancements globally and see
potential to deepen our presence in the luxury textile market and further
develop opportunities in defence and workwear applications, for which our
technology plays a key role. Whilst the European textile market remains
challenging, there are signs of a potential recovery later in 2025, supported
by a stabilisation in inflation and international markets. Additionally, the
growing focus on sustainability and circular economy regulations presents
opportunities for companies investing in innovation and responsible
production. Against this backdrop, we remain committed to optimising our
operations and leveraging market trends to strengthen our commercial position.

 

We work with major fashion brands and are seeing increasing interest for the
thermal conductivity and antimicrobial properties of our G+ graphene in high
technology electronic applications. In March 2024, we secured a contract with
Heathcoat Fabrics in the UK, a manufacturer of advanced knitted and woven
fabrics, which involves the integration of our G+ Planar Thermal Circuit
technology into its portfolio to provide thermal dissipation. We continue to
work with luxury brands across workwear and shoes in Europe and the US as well
as defence wear in South America, with several open discussions taking place
in North America and Turkey for our products.

 

Additional industry verticals (1% of revenue)

Whilst we see increasing opportunities across our verticals, the Group is
focused on tangible opportunities that provide near-term value, which
predominately arise in verticals such as asphalts and batteries.

 

GiPave, developed in conjunction with Iterchimica, has had success in the
asphalts market. GiPave is a G+ graphene-based technology that provides
significant improvements to road durability and a significantly reduced carbon
footprint. In the period, GiPave was used in the Imola Circuit for the
Emilia-Romagna Grand Prix in May 2024 as part of the Formula 1 World
Championship, making it the first circuit to feature green, sustainable and
high-tech asphalt utilising graphene and recycled plastics. GiPave was also
chosen for an extensive resurfacing operation in Rome, ahead of the 2025
Jubilee.

 

We are currently collaborating with Nant G Power, a company owned by one of
our cornerstone shareholders, which specialises in the research, development,
and later manufacturing and sale of next-generation lithium-ion batteries. We
are supporting Nant by providing G+ technology as a key component and sharing
our expertise to help build coin cells and single-layer pouch cell prototypes
for lab-scale material testing and product development, with a focus on the
Italian and EU markets.

 

In parallel, we continue to invest in R&D to further adapt and refine our
G+ technology for additional application areas such as elastomers, paints,
cements and air filtration systems. Across these verticals, we have achieved
promising validations at various levels and stages, confirming the
effectiveness of our solutions. Our efforts are now focused on accelerating
adoption by industrial partners and progressing towards broader market
commercialisation.

 

Operational

At the Lomazzo plant, we have renewed our production team, which is currently
working on a remodelling of the production line aimed at increasing
productivity and ensuring greater operational flexibility at much lower direct
production costs. In parallel, we have undertaken specific investments in the
line, including the substitution of argon gas with nitrogen gas as the main
energy source, which is expected to directly reduce production costs with
additional benefits in terms of sustainability.

 

We are also strengthening our R&D team to better align with evolving
market needs and to drive innovation both in the short term and across our
medium- to long-term strategic verticals.

 

The new strategic focus at Setcar has resulted also in a reduction in
headcount since the acquisition of full majority control in H1 2024.
Management changes have been made to improve leadership and to bring better
focus to support growth.

 

Intellectual Property

 

At the end of 2024, the Group's patent portfolio comprises 106 patents granted
(December 2023: 86), with 33 pending (December 2023: 46), grouped into 22
patent families. The Group's patents cover our unique graphene production
process and a wide range of applications, and our portfolio evidences Directa
Plus' real strategic value. Since inception, we have fostered an aggressive IP
strategy across different verticals to protect the production process and
several of our applications. Our production process is modular and flexible,
and we can easily and quickly produce G+ finished and semifinished products
for different verticals. Our wide IP portfolio represents a strong barrier
against competitors and a significant asset, ready to generate economic
returns and position Directa Plus as a leading technology player in a
fast-growing market.

 

Outlook

 

Whilst new wins in FY24 were slower than we had expected, the team has worked
diligently to ensure that we have a solid strategy and the necessary
foundation to take advantage of the significant opportunities that are ahead
of us, driving value across our expanding network of partners and customers,
and bringing the Group back to its expected growth path. In the near term, we
are focused on continued reorganisation of Setcar which will allow us to
capture new business opportunities and eliminate inefficiencies. We are also
redesigning the layout of the Lomazzo plant to enhance production flexibility
and to achieve further significant cost reductions.

 

The early momentum seen so far in FY25 is evidence of the success of this
focus with new contract wins, that are further supported by a good pipeline of
opportunities and scope for further operational efficiencies and cost
reduction. The Board is confident in achieving results for FY25 in line with
market expectations.

 

Giulio Cesareo

Chief Executive Officer

2 June 2025

 

 

 

Chief Financial Officer's statement

 

The key focus in 2024 has been on navigating a particularly challenging
environment, while preserving the Group's financial stability and enhancing
operational efficiency. Despite external headwinds, the finance team has
remained committed to supporting strategic decision making, optimising
resource allocation, and maintaining robust cost control.

 

In parallel, the Group continued to invest in line with its long-term
strategic plan, with a disciplined approach aimed at balancing short-term
resilience and long-term growth. The successful capital raise completed in
June 2024 has been instrumental in enabling these efforts, strengthening both
the operational and financial foundations of the Group, and positioning it to
capitalise on emerging opportunities in its core markets.

 

Key Performance Indicators

 

The Board measures the performance of the Group through several important
KPIs. As a growing business operating across different vertical markets,
identifying measurable data that will provide useful insight year-on-year is
not always straightforward but the KPIs below aim to help shareholders
navigate the Group's progress:

 

 ·         Product sales and service revenue at €6.66m (2023: €10.53m), impacted by
           temporary delays in key customer orders and contract awards in the
           Environmental Remediation and Textiles divisions
 ·         Total income (including grants) at €6.83m (2023: €10.86m)
 ·         Adjusted LBITDA* increased by 42% to €3.64m (2023: €2.56m), driven by
           lower revenues, offset in part by continued efforts to control costs and
           improve production efficiency
 ·         Loss before tax increased by 25% to €5.37m (2023: €4.31m)
 ·         Reported (basic) Loss per share stable at €0.06 (2023: €0.06)
 ·         Cash and cash equivalents at year end of €4.98m (2023: €2.39m),
           significantly strengthened by the capital raise completed in June 2024

 

* Adjusted EBITDA loss represents results from operating activities before
tax, interest, depreciation and amortisation, adjusted by one-off expenses,
one-off provisions, inventory write-offs, non-recurring legal expenses and
onerous contract provision (details below).

 

Financial review

 

2024 remained a challenging year, as the war in Ukraine and the Middle East,
combined with persistently high interest rates, continued to weigh on global
markets. These macroeconomic and geopolitical conditions temporarily impacted
the Group's growth trajectory, financial results and stock performance.

 

The difficult environment particularly affected our two primary business
areas: the European textiles market and the environmental remediation
activities, both of which were directly exposed to the macroeconomic slowdown
and geopolitical uncertainties. This led to a material reduction in revenue to
€6.7 million, representing a 37% decrease versus 2023, mainly due to a
temporary slowdown in orders from key customers and the strategic decision to
focus on high margin high value business.

 

Despite this, the Group implemented several mitigating actions aimed at
protecting margins and preserving liquidity. These included strict control
over operating expenses, a continued reduction in direct production costs, and
a focused prioritisation of contracts with higher profitability. These efforts
helped partially offset the impact on the net loss for the year.

 

In June 2024, the Group raised gross proceeds of approximately £6.9 million
through a placing and subscription involving the issuance of 38,361,106 new
Ordinary Shares at a price of 18p each. The capital raised was used to acquire
the remaining minority interest in Setcar, with the balance deployed to
accelerate investments across both our primary and secondary verticals, to
cover general working capital needs, and maintain momentum on medium to
long-term opportunities.

 

The completion of the €1.5 million acquisition of an additional 49% stake in
Setcar has taken to Group's total ownership to 99.95%. The acquisition was
initially partially financed through a short-term €1 million loan from Nant
Capital LLC, which was repaid out of the proceeds of the capital raise. Full
majority control has enabled the Group to actively restructure Setcar in order
to enhance its strategic alignment with the wider Group, accelerate the
deployment of Grafysorber® in the region, and capitalise on the significant
market opportunities emerging locally in environmental services and
decontamination.

 

The new funds have enabled the Group to continue executing its strategic plan,
with targeted commercial and R&D investments. These are carefully balanced
to optimise short-term returns while preserving the Group's ability to capture
high-value opportunities in the medium to long term, all while maintaining
disciplined cash management. As of 31 December 2024, the Group held cash and
equivalents of €4.98 million.

 

It should also be noted that, at the statutory level, the parent company
(Directa Plus plc) recorded a non-cash impairment loss of €16.9 million on
its investment in Directa Plus S.p.A., following a decrease in the Group's
market capitalisation. This adjustment, which has no impact on the
consolidated financial statements, reflects a prudent application of
accounting standards in the individual entity's accounts.

 

Looking ahead, the Group's short-term priorities remain focused on reducing
cash consumption and enhancing profitability.

 

Alternative performance measures

 

This report includes both statutory and adjusted financial measures, the
latter of which the Directors believe better reflect the underlying
performance of the Group by excluding certain items that if included could
distort a reader's understanding of the results.

 

The table below shows a reconciliation of statutory and adjusted measures for
LBITDA and Loss before taxation.

 

 € million                          2024    2023
 Result from operating activities   (5.42)  (4.18)
 (+) Depreciation and amortisation  1.26    1.27
 LBITDA                             (4.16)  (2.91)
 (+) One-off expenses               0.13    0.00
 (+) One-off provision              0.02    0.28
 (+) Inventory write-off            0.36    0.17
 (+) Lawsuit expenses               0.05    0.05
 (+/-) Onerous contracts provision  (0.04)  (0.15)
 Adjusted LBITDA                    (3.64)  (2.56)

 

Adjustments refer to

 ·       a one-off expense of €0.13 million in 2024, relating to engineering
         development costs incurred by Setcar for the acquisition of specialised
         equipment intended for the Liberty Galați project. In light of Liberty's
         financial difficulties, Setcar decided to place the investment on hold. The
         costs have been treated as a non-recurring item, with the potential to be
         leveraged as an intangible asset should the project activities resume;
 ·       a €0.02 million tax risk provision in Romania in 2024 and a bad debt
         provision in 2023 of €0.28 million referred to unpaid receivables in respect
         of contracts carried out in 2021 and 2022;
 ·       an inventory write-off of €0.36 million in 2024 and €0.17 million in 2023.
         The 2024 amount reflects the adoption of a new, more conservative internal
         provisioning policy for inventory, introduced following the revenue decline
         experienced during the year. In response to this downturn, management opted
         for a stricter and more structured approach, applying progressive write-down
         percentages based on stock ageing, lack of movement, and absence of recent
         sales;
 ·       legal costs of €0.05 million in 2024 and €0.05 million in 2024 mainly
         linked to the protection of Directa Plus' IP portfolio;
 ·       a provision release of €0.04 million (2023: €0.15 million). A €0.19
         million provision was made in 2022 for the total expected loss on the
         conclusion of the two onerous long-term contracts where recovery was deemed
         uncertain under IFRS15. The provision was reversed out in 2023 and 2024 on the
         conclusion of the contracts.

 

A description of the principal risks and uncertainties facing the Group is set
out in the Directors' Report of the Annual Report.

 

Giorgio Bonfanti

Chief Financial Officer

2 June 2025

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

      In Euro                                                                       Note                          31-Dec-24                                                                      31-Dec-23
      Continuing operations
      Revenue                                                                       3                      6,661,117                                                                       10,530,395
      Other income                                                                  3                      165,062                                                                         332,963
      Changes in inventories of finished goods and work in progress                                        (41,531)

                                                                                                                                                                                           (247,961)
      Inventory write-off                                                           5                      (343,946)                                                                       -
      Raw materials and consumables used                                            6                      (2,727,179)                                                                     (5,350,490)
      Employee benefits expenses                                                    7                      (4,464,507)                                                                     (4,444,577)
      Depreciation and amortisation                                                 11/12                  (1,186,301)                                                                     (1,270,193)
      Impairment of intangible assets                                               11                     (69,444)                                                                        -
      Other expenses                                                                8                      (3,409,765)                                                                     (3,734,813)
      Results (used in) operating activities                                                               (5,416,494)                                                                     (4,184,676)

      Finance income                                                                9                      204,767                                                                         72,270
      Finance expenses                                                              9                      (162,391)                                                                       (194,660)
      Net finance costs                                                                                    42,376                                                                          (122,390)

      Loss before tax                                                                                      (5,374,118)                                                                     (4,307,066)
      Tax income                                                                    10                     -                                                                               31,718
      Loss after tax from continuing operations                                                            (5,374,118)                                                                     (4,275,348)
      Loss of the year                                                                                     (5,374,118)                                                                     (4,275,348)
      Other Comprehensive expense items that will not be reclassified to profit or

    loss

      Defined Benefit Plan re-measurement gains and losses                          20                     18,154                                                                          (10,769)
      Other comprehensive expense/income for the year (no tax impact)                                      18,154                                                                          (10,769)
      Total comprehensive expense for the year                                                             (5,355,964)                                                                     (4,286,117)

      Loss attributable to
      Owner of the Parent                                                                                                                (5,140,237)

                                                                                                                                                                                           (3,856,103)
      Non-controlling interests                                                                                                             (233,881)

                                                                                                                                                                                           (419,245)
                                                                                                           (5,374,118                                                                      (4,275,348)

      Total comprehensive expense attributable to:
      Owners of the Company                                                                                (5,122,083)                                                                     (3,866,872)
      Non-controlling interests                                                                            (233,881)                                                                       (419,245)
                                                                                                           (5,355,964)                                                                     (4,286,117)
      Loss per share
      Basic loss per share                                                          24                     (0.06)                                                                          (0.06)
      Diluted loss per share                                                        24                     (0.06)                                                                          (0.06)

 

 

CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION

                                                                         Group                             Company
   In Euro                                 Note                               31-Dec-24      31-Dec-23          31-Dec-24      31-Dec-23
   Assets
   Intangible assets                       11                            1,169,681           1,436,684     -                   -
   Investments                             13                            -                   -             5,331,814           18,622,777
   Property, plant and equipment           12                            2,962,133           3,290,809     -                   -
   Other receivables                       14                            3,998               162,923       -                   -
   Non-current assets                                                    4,135,812           4,890,416     5,331,814           18,622,777
   Inventories                             5                             686,023             881,450       -                   -
   Trade and other receivables             14                            1,936,194           4,396,748     98,641              96,265
   Cash and cash equivalent                16                            4,981,138           2,393,303     4,128,402           1,024,286
   Current assets                                                        7,603,355           7,671,501     4,227,043           1,120,551
   Total assets                                                          11,739,167          12,561,917    9,558,857           19,743,328

   Equity
   Share capital                           17                            318,617             205,469       318,617             205,469
   Share premium                           17                            46,569,021          39,181,789    46,569,021          39,181,789
   Foreign Currency Translation Reserve    17

                                                                         (80,356)            (44,902)      -                   -
   Accumulated losses                          17                        (39,730,204)        (33,882,143)  (37,504,853)        (19,770,339)
   Equity attributable to owners of Group                                7,077,078           5,460,213     9,382,785           19,616,919
   Non-controlling interests               17                            73,531              1,121,911     -                   -
   Total equity                                                          7,150,609           6,582,124     9,382,785           19,616,919

   Liabilities
   Loans and borrowings                    18                            853,165             1,528,108     -                   -
   Lease liabilities                       19                            448,195             183,056       -                   -
   Employee benefits provision             20                            207,633             357,520       -                   -
   Other payables                          21                            -                   64,014        -                   -
   Non-current liabilities                                               1,508,993           2,132,698     -                   -
   Loans and borrowings                    18                            852,253             742,904       -                   -
   Lease liabilities                       19                            175,941             206,509       -                   -
   Trade and other payables                21                            2,031,066           2,856,835     176,072             126,409
   Provision                               22                            20,305              40,847        -                   -
   Current liabilities                                                   3,079,565           3,847,095     176,072             126,409
   Total liabilities                                                     4,588,558           5,979,793     176,072             126,409
   Total equity and liabilities                                          11,739,167          12,561,917    9,558,857           19,743,328

 

The Company has taken advantage of the exemption allowed under section 408 of
the Companies Act 2006 and has not presented its own statement of
comprehensive income in these financial statements. The Company loss after tax
for the year was €17,665,515 (2023: €14,509,549). The loss in 2024 was
mainly attributable to the impairment loss on the investment held by Directa
Plus plc in Directa Plus S.p.A. for a total amount of €16.9 million. An
impairment trigger was identified following a decrease in the market
capitalisation of the Group over the last 12 months.

 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 In Euro                                        Share Capital           Share premium  Foreign currency translation reserve  Accumulated   Total        Non-controlling interests  Total equity

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

 

 

                    COMPANY STATEMENT OF CHANGES IN EQUITY

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

 

                        CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS
                                                                                                                                                          Group                       Company
   In                                                                                                                         Note                        2024          2023          2024          2023
   Euro

   Cash flows from operating activities
   Loss for the year before tax                                                                                                                                                       (17,665,515)  (14,509,549)

                                                                                                                                                          (5,374,118)   (4,307,066)
   Adjustments for:
   Depreciation                                                                                                               12                          741,264       817,611       -             -
   Amortisation of intangible                                                                                                 11                          445,037       452,582       -             -
   assets
   Impairment on intangible assets                                                                                            11                          69,444        -             -             -
   Impairment on assets under construction                                                                                    11                          134,121
   Disposal loss on tangible and intangible assets                                                                                                        4,326         24,014        -             -
   Share-based payment expense                                                                                                7                           (76,741)      54,573        (68,999)      85,532
   Finance                                                                                                                    9                           (204,767)     (72,270)      (115,751)     (39,214)
   income
   Finance                                                                                                                                                156,322       175,350       22,340        3,018
   expense
   Interest of lease liabilities                                                                                              9                           6,069         19,310        -             -
   Impairment on inventory                                                                                                                                343,946       -             -             -
   Impairment of investments                                                                                                  13                          -             -             16,875,963    13,602,359
                                                                                                                                                          (3,755,097)   (2,835,896)   (951,962)     (857,854)
   Decrease/(Increase) in:
   -                                                                                                                                                      (148,518)     240,461       -             -
   inventories
   - trade and other                                                                                                          14                          2,619,479     (374,105)     (2,376)       18,619
   receivables
   - trade and other                                                                                                                                      (832,069)     712,208       49,663        4,136
   payables
   - provisions and employee benefits                                                                                                                     (208,610)     (224,170)     -             -
   - Other provision                                                                                                          22                          (20,542)      (150,150)     -             -
   Net cash used in operating activities                                                                                                                  (2,345,357)   (2,631,652)   (904,675)     (835,099)

   Cash flows from investing activities
   Interest                                                                                                                   9                           87,732        46,108        -             -
   received
   Investment in intangible assets                                                                                                                        (247,451)     (213,538)     -             -
   Acquisition / investment in subsidiary                                                                                     13                          (1,500,326)   -             (3,585,000)   (1,964,800)
   Acquisition of property, plant and equipment                                                                                                           (100,547)     (271,281)     -             -
   Net cash used in investing activities                                                                                                                  (1,760,592)   (438,711)     (3,585,000)   (1,964,800)

   Cash flows from financing activities
   Proceeds from capital raise net of issuance costs                                                                          17                          7,500,380     -             7,500,380     -
   Interest on loan and other financial costs                                                                                 9                           (143,459)     (159,225)     (22,340)      (3,018)
   New borrowings                                                                                                             18                          1,172,896     945,278       1,000,000     -
   Repayment of                                                                                                                   18                      (1,738,490)   (820,084)     (1,000,000)   -
   borrowings
   Repayment of lease                                                                                                                                     (215,714)     (244,762)     -             -
   liabilities
   New lease liabilities                                                                                                                                  -             -             -             -
   Net cash from/(used in) financing activities                                                                                                           6,575,613     (278,793)     7,478,040     (3,018)
   Net increase/(decrease) in cash and cash equivalent                                                                                                    2,469,664     (3,349,156)   2,988,365     (2,802,917)
   Cash and cash equivalent at beginning of the year                                                                                                      2,393,303     5,727,768     1,024,286     3,787,989
   Exchange gains on cash and cash equivalents                                                                                                            118,171       14,691        115,751       39,214

 

 

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

1.    Basis of preparation

a)    Statement of compliance

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

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

 

I.             Going Concern

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

b)    Basis of consolidation

I.             Subsidiaries

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

 

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

 

II.            Transactions eliminated on consolidation

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

 

III.           Non-controlling interest

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

 

c)    Functional and presentation currency

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

 

d)    Use of estimates and judgements

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

 

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

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

 

Estimates

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

 

I.             Valuation of share based payments

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

III.           Valuation of inventory

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

 

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

 

IV.          Investments

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

 

V.            Expected credit losses on receivables

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

 

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

 

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

 

2.    Material accounting policy information

 

a)    Functional currency

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

 

I.     Transaction and balances

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

 

b)    Financial instruments

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

I.       Trade and other receivables and amount due from subsidiaries

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

 

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

 

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

 

II.      Cash and cash equivalents

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

 

III.    Trade and other payables

Trade payables are stated at their amortised cost.

 

IV.    Financial liabilities and equity

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

 

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

 

V.     Leases

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

 

c)    Share capital

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

 

d)    Property, plant and equipment

I.     Recognition and measurement

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

 

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

 

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

 

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

 

II.    Subsequent costs

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

 

III.   Depreciation

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

 

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

 

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

·    IT equipment from 3 to 5 years

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

 

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

 

e)    Intangible assets

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

 

Patent rights acquired and development expenditure are recognised at cost.

 

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

·    it is technically feasible to develop the product

·    adequate resources are available to complete the development

·    there is an intention to complete and sell the product

·    the Group is able to sell the product

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

·    expenditure on the project can be measured reliably

 

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

 

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

 

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

 

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

 

I.     Amortisation

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

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

·    Brand: 5 years

·    Development costs concerning personnel capitalized: 5 years

·    Others: 5 years

 

f)     Inventories

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

 

g)    Goodwill

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

 

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

 

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

 

h)    Impairment

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

 

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

 

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

 

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

 

i)     Employee benefits

Defined benefit scheme surpluses and deficits are measured at:

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

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

·    Unrecognised past service costs; less

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

 

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

·    Actuarial gains and losses

·    Return on plan assets (interest exclusive)

·    Any asset ceiling effects (interest exclusive).

 

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

 

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

 

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

 

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

For more information, please see note 20.

 

j)     Revenues

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

 

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

 

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

 

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

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

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

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

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

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

 

k)    Government grants

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

 

l)     Finance income and finance costs

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

 

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

 

m)  Investments in subsidiaries (Company only)

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

 

n)    Taxation

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

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

 

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

 

Deferred tax is not recognised for:

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

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

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

 

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

 

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

 

Changes in accounting standards

 

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

·    Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
The amendments introduce specific disclosure requirements related to supplier
finance arrangements (sometimes known as reverse factoring or supply chain
finance), including the terms and magnitude of such arrangements. These
amendments are intended to improve transparency around the effects of these
arrangements on an entity's liabilities and cash flows.

These amendments did not have a material impact on the Group's consolidated
financial statements.

·    Lease Liability in a Sale and Leaseback - Amendments to IFRS 16
The amendments clarify the measurement of lease liabilities arising in sale
and leaseback transactions, ensuring the seller-lessee does not recognise any
gain or loss related to the retained right of use.

The amendments had no effect on the Group's consolidated financial statements.

 

Classification of Liabilities as Current or Non-Current and Non-Current
Liabilities with Covenants - Amendments to IAS 1
The amendments clarify how to assess the classification of liabilities,
including cases where the right to defer settlement is subject to compliance
with future covenants. Additional disclosure is required about the risk of
liabilities becoming repayable within twelve months after the reporting
period.

These amendments did not affect the classification of the Group's liabilities,
as the Group's long-term borrowings are not contingent on future covenant
compliance within twelve months of year-end.

 

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

 

b) New standards, interpretations and amendments not yet effective

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

 

Effective from 1 January 2025:

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

 

Effective from 1 January 2026:

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

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

 

Effective from 1 January 2027:

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

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

 

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

 

3.    Operating segments

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

 

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

·    Textiles

·    Environmental Remediation

·    Others

 

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

 

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

 

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

 

2024

 -In euro                   Textiles                                      Environmental Remediation  Others     Head Office  Consolidated

 Revenue                    1,315,254                                     5,306,229                  39,634     -            6,661,117
 Cost of Sales*             (811,523)                                     (2,381,906)                (31,826)   -            (3,225,255)
 Inventory write-off        (343,946)                                     -                          -          -            (343,946)
 Gross Profit               159,785                                       2,924,323                  7,808      -            3,091,916
 Other income               95,011                                        13,635                     -          56,416       165,062

 Other expenses:
 R&D expenses               (11,068)                                      (7,644)                    (4,700)    -            (23,412)
 Advisory                   (90,712)                                      (450,366)                  -          (1,091,226)  (1,632,304)
 Operating expenses         (183,546)                                     (3,246,544)                (32,840)   (2,299,081)  (5,762,011)
 D&A                        (112,858)                                     (557,507)                  (45,563)   (470,400)    (1,186,328)
 Impairment of intangibles  -                                             -                          (62,085)   (7,332)      (69,417)
 Operating Profit/(Loss)    (143,388)                                     (1,324,103)                (137,380)  (3,811,623)  (5,416,494)
 Net financial costs        -                                             -                          -          42,376       42,376
 Tax                        -                                             -                          -          -            -
 Profit/(Loss) of the year                    (143,388)                   (1,324,103)                (137,380)  (3,769,247)  (5,374,118)

 Total assets               2,751,846                                     8,440,030                  547,291    -            11,739,167
 Total liabilities          1,923,726                                     2,586,226                  78,606     -            4,588,558

*Includes Changes in inventories of finished goods.

 

2023

 -In euro                   Textiles     Environmental Remediation  Others     Head Office  Consolidated

 Revenue                    3,203,752    7,229,677                  96,966     -            10,530,395
 Cost of Sales*             (2,078,194)  (4,161,253)                (64,508)   -            (6,303,955)
 Gross Profit               1,125,558    3,068,424                  32,458     -            4,226,440
 Other income               62,251       16,295                     112,515    141,902      332,963

 Other expenses:
 R&D expenses               (125,704)    -                          (5,645)    -            (131,349)
 Advisory                   (8,545)      (298,058)                  (174,587)  (1,085,389)  (1,566,579)
 Operating expenses         (267,946)    (3,175,696)                (104,128)  (2,228,188)  (5,775,958)
 D&A                        (386,930)    (858,445)                  (24,818)   -            (1,270,193)
 Operating Loss             398,684      (1,247,480)                (164,205)  (3,171,675)  (4,184,676)
 Net financial costs        -            -                          -          (122,390)    (122,390)
 Tax                        -            31,718                     -          -            31,718
 Profit/(loss) of the year  398,684      (1,215,762)                (164,205)  (3,294,065)  (4,275,348)

 Total assets               3,991,458    7,839,333                  731,126    -            12,561,917
 Total liabilities          2,501,851    3,346,950                  130,992    -            5,979,793

*Includes Changes in inventories of finished goods.

 

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

 

Geographical breakdown of revenues is:

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

 

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

 

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

 

4.    Government Grants

Information regarding government grants:

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

 

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

 

The key terms of government grants are:

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

 

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

 

5. Inventory

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

 

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

 

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

 

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

 

6.    Raw materials and consumables used

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

 

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

 

7.    Employee benefits expenses

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

 

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

 

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

 

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

 

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

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

 

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

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

8. Other expenses:

 

                                                       2024       2023

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

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

 

9. Net Finance expenses

Finance expenses include:

                                                  2024       2023

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

 

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

 

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

 

10. Taxation

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

 

Reconciliation of tax rate

 

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

 

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

 

11. Intangible assets

 

 Cost           Development               Patents    Goodwill  Other    Brands   Total

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

12. Property, plant and equipment

                  Industrial Equipment                     Computer Equipment                    Office Equipment   Plant & Machinery       Land     ROU Assets   Under           Total

                                                                                                                                                                  Const.
 Cost             €                                        €                                     €                  €                       €        €            €               €
 31/12/2022       2,011,729                                87,093                                141,151            4,743,296               587,723  779,128      2,362           8,352,482
 Additions        107,973                                  1,787                                 4,181              22,455                  -        -            134,885         271,281
 Disposal         (64,123)                                 -                                     (1,964)            (91,897)                -        -            (2,362)         (160,346)
 FX trans. diff.  (13,238)                                 -                                     (540)              (17,381)                (3,214)  -            (764)           (35,137)
  31/12/2023      2,042,341                                88,880                                142,828            4,656,473               584,509  779,128      134,121         8,428,280
 Additions        45,895                                   10,741                                7,685              36,226                  -        450,285      -               550,832
 Impairment       -                                        -                                     -                  -                       -        -            (134,121)       (134,121)
 Disposal         (4,515)                                  -                                     -                  (6,883)                 -        -            -               (11,398)
 FX trans. diff.  246                                      -                                     15                 318                     59       -            -               638
  31/12/2024      2,083,967                                99,621                                150,528            4,686,134               584,568  1,229,413    -               8,834,231

 Depreciation                                   €          €                                     €                  €                       €        €            €               €
 31/12/2022                 1,064,915                      61,739                                137,085            2,865,668               -        361,924      -               4,491,331
 Depreciation                          283,337             9,795                                 20,814             407,183                 -        96,482       -               817,611
 Reclass                             31,842                -                                     (31,842)           -                       -        -            -               -
 Disposal                      (64,057)                    -                                     (1,964)            (84,437)                -        -            -               (150,458)
 FX trans. diff                          (8,942)                             -                   (451)              (11,620)                -        -            -               (21,013)
 31/12/2023                 1,307,095                      71,534                                123,642            3,176,794               -        458,406      -               5,137,471
 Depreciation                          294,612             9,163                                 17,139             323,868                 -        96,482       -               741,264
 Disposal                           (188)                  -                                     -                  (6,883)                 -        -            -               (7,071)
 FX trans. diff                             185            -                                     13                 236                     -        -            -               434
 31/12/2024               1,601,704                        80,697                                140,794            3,494,015               -        554,888      -               5,872,098

 Carrying amounts
 31/12/2022                    946,814                     25,354                                4,066              1,877,628               587,723  417,204             2,362    3,861,151
 31/12/2023                    735,246                     17,346                                19,186             1,479,679               584,509  320,722             134,121  3,290,809
 31/12/2024                    482,263                     18,924                                9,734              1,192,119               584,568  674,525             -        2,962,133

 

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

 

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

 

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

 

13. Investments in subsidiaries

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

14. Trade and other receivables

 

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

 

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

15. Deferred tax assets and liabilities

 

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

 

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

 

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

 

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

 

16. Cash and cash equivalents

 

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

 

17. Equity

 

Share Capital

                           Number               Share capital (€)

                           of ordinary shares

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

 

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

 

Share Premium

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

 

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

 

Share capital

 

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

 

Share premium

 

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

 

Foreign currency translation reserve

 

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

 

Non- controlling interest

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

 

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

 

18. Loans and borrowings

 

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

 

 

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

 

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

 

Reconciliation of liabilities arising from financing activities

 

             Cash flows                                              Non-cash flows
             1 January 24  Capital repayments  Liabilities acquired  Accrued interests  Loan conversion into equity  31 December 24

             €             €                   €                     €                  €                            €
 Borrowings  2,271,012     (1,738,490)         1,172,896             -                  -                            1,705,418
 Total       2,271,012     (1,738,490)         1,172,896             -                  -                            1,705,418

 

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

Net debt reconciliation

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

 

19. Leases liabilities

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

 

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

 

Reconciliation of liabilities arising from leasing activities

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

 

20. Employee benefits provision

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

 

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

 

The breakdown for 2023 and 2024 is as follows:

 In Euro

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

 

Variables analysis

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

 

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

 

Sensitivity analysis

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

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

 

21. Trade and Other payables

 

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

 

 

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

 

22. Provision

 

            Group           Company

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

 

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

 

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

 

23. Financial instruments

 

Financial risk management

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

 

a)    Market risk

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

 

b)    Capital Risk

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

 

c)    Credit Risk

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

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

 

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

 

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

 

d)    Exposure to credit risk

 

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

 

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

 

e)    Liquidity risk

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

 

 2024                   Carrying amount  Up to 1 year  1 -5 years
 Financial liabilities  €                €             €
 Trade payables         1,308,762        1,308,762     -
 Lease liabilities      624,136          175,941       448,195
 Loans                  1,705,418        852,253       853,165
 Total                  3,638,316        2,336,956     1,301,360

 2023                   Carrying amount  Up to 1 year  1 -5 years
 Financial liabilities  €                €             €
 Trade payables         1,693,569        1,693,569     -
 Lease liabilities      389,565          206,509       183,056
 Loans                  2,271,012        742,904       1,528,108
 Total                  4,354,146        2,642,982     1,711,164

 

f)     Currency risk

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

                   EUR
 Cash held in GBP  4,029,026

 

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

 

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

 

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

 

24. Earnings per share

 

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

 

                                                                                    Basic                                Diluted
                                                                         2024            2023            2024              2023

                                                                         €               €               €                 €

 Loss attributable to the owners of the Parent                           (5,140,237)     (3,856,103)     (5,140,237)       (3,856,103)
 Weighted average number of ordinary shares in issue during the year

                                                                         85,465,588      66,057,649      -                 -
 Fully diluted average number of ordinary shares during the year

                                                                         -               -               86,493,771        67,052,006
 Loss per share                                                          (0.06)          (0.06)          (0.06)            (0.06)

 

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

 

25. Share Schemes

 

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

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

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

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

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

Eligibility

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

Types of Award

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

Individual Limits

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

Variation of share capital

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

Vesting of awards

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

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

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

 

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

 

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

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

 

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

 

26. Related parties

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

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

 

Remuneration of key management personnel

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

 

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

 

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

For Directors remuneration please see Director's Remuneration Report.

 

27. Contingent Liabilities and Commitments

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

 

                  2024    2023

                  €       €
 Bank guarantees  31,995  38,435

28. Post balance sheet events

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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FR EAFKAEFSSEAA

Recent news on Directa Plus

See all news