REG - Gelion PLC - Final results to 30 June 2024
27/12/2024 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241227:nRSa3538Ra&default-theme=true
RNS Number : 3538R Gelion PLC 27 December 2024
27 December 2024
Gelion plc
("Gelion", "Company" or the "Group")
Final results to 30 June 2024
A strong year in which Gelion delivered on all major set milestones while
proactively managing costs
Gelion (AIM: GELN), the global energy storage innovator, announces its audited
final results for the year ended 30 June 2024.
FY24 operational highlights
· Acquired and integrated OXLiD Ltd (OXLiD), strengthening the Group's position
in lithium-sulfur (Li-S) technology and establishing a presence in the UK and
relationships with leading universities and organisations.
· Signed Joint Development Agreements (JDAs) with Glencore and Ionblox, one of
the key pillars of Gelion's strategy to advance the commercialisation of the
Group's next-generation battery technologies.
· Strengthened leadership team with prior experience from Panasonic and OXIS
adding capabilities to the LiS team.
FY24 financial highlights
· Total income of £2.0m (2023: £2.1m) in R&D tax incentives and grant
income, aligned with market expectations.
· Adjusted EBITDA loss reduced to £4.8m, down 18% from the previous year and
13% below market projections.
· Gelion's pro forma cash and cash equivalents, including R&D tax
incentives, at 30 June 2024 amounted to £5.4m (2023: £9.2m).
· Adjusted loss after tax £6.3m (2023: £7.1m).
· Implemented cost management initiatives, achieving approximately £1.1m in
savings despite additional operating expenses from the OXLiD acquisition.
Post period highlights
· Achieved a breakthrough 402 Wh/kg energy density with Gelion's GEN 3 Li-S
technology, making it over 60% lighter than a comparable lithium-ion battery.
· Secured funding for a programme to support the optimisation of commercial
pathways for our Battery Recycling IP.
· Launched an Integration Solutions division, with an initial £1 million
commercial order, with revenue and margin to be recognised in FY25.
· Awarded a c.£2.5m grant by the Australian Renewable Energy
Agency ("ARENA") as matched funding to implement its Advanced Commercial
Prototyping Centre ("ACPC") Project ("Project") in Sydney to produce and
optimise its next generation GEN 3 Lithium Sulfur (Li-S) and Silicon Sulfur
(Si-S) battery technologies and provide these for test and validation by
prospective global partners and customers. The Project will commence upon
Gelion securing its appropriate co-funding.
· Successfully completed a capital raise round in December 2024, securing £1.7m
from existing and new investors.
John Wood, CEO of Gelion, commented: "We made significant progress across all
our strategic priorities in FY24, successfully delivering on every major
milestone we set, driving both growth and operational efficiency, while
maintaining a disciplined approach to cost management. We have made notable
strides in expanding Gelion's technological capabilities, strengthening our
position in key markets, and advancing important partnerships. This, combined
with the launch of our Integration Solutions business post-period end, where
we secured a £1 million commercial order, with revenue and margin expected to
be recognised in the first half of 2025, positions us well for the future. Our
balance sheet has since been further strengthened following the successful
£1.7m fundraise, and I would like to thank both new and existing shareholders
for their support in making this possible."
Annual Report
Copies of the Annual Report and other documents can be viewed and downloaded
from the Company's website: https://gelion.com/investors/documents-notices/
(https://gelion.com/investors/documents-notices/) .
CONTACTS
Gelion plc via Alma
John Wood, CEO
Amit Gupta, CFO
Thomas Maschmeyer, Founder and Principal Technology Advisor
Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker) +44 207 220 0500
Corporate Finance
Neil McDonald
Seamus Fricker
Adam Rae
Sales
Louise Talbot
Oberon (Joint Broker) +44 20 3179 5300
Nick Lovering
Mike Seabrook
Alma Strategic Communications (Financial PR Adviser) +44 20 3405 0205
Justine James gelion@almastrategic.com (mailto:gelion@almastrategic.com)
Hannah Campbell
Will Ellis Hancock
About Gelion
Gelion ("gel: ion") is a global energy storage innovator, supporting the
transition to a more sustainable economy by commercialising two globally
important next generation technologies: Lithium-Sulfur (LiS) and Zinc-based
(Zn) hybrid cells to electrify mobile and stationary applications. Gelion plc
(the Group) is listed on the London Stock Exchange's Alternative Investment
Market and wholly owns Australia based Gelion Technologies Pty Ltd and UK
based OXLiD Ltd. Gelion is designing and delivering innovative battery
technologies and integrated systems solutions to enable that transition and
return value for its customers and investors.
Lithium Sulfur
Gelion's effort is directed at the potential for the Li-S chemistry to deliver
double the gravimetric energy density of standard Lithium-ion chemistries
whilst concurrently reducing cost and increasing safety, targeting the EV and
e-aviation market, helping to make global transport, energy consumption and
storage more sustainable.
Gelion is developing a GEN 3 Lithium Sulfur cell product for its high energy
density sulfur cathode at its expanded R&D facilities in Australia and UK,
enabling it to integrate with a variety of anodes ranging from graphite to
silicon to lithium metal, depending on the targeted application.
Gelion's GEN 3 cell is unlocking the potential of sulfur batteries for a wide
range of global mobile applications including electrical
vertical-take-off-and-landing (eVTOL), drone markets, electric vehicles (EVs)
and stationary energy storage (ESS).
Advantages of Gelion's GEN 3 Lithium Sulfur
· High energy density - Energy density > 400 Wh/kg, when using a 10+ Ah
pouch cell.
· Semi-solid-state as a route to increased longevity/cycle life: GEN 3 employs a
semi-solid-state mechanism, maintaining the sulfur-based cathode materials in
the cathode, preventing their diffusion into the electrolyte and diminishing
associated battery degradation caused by reactive polysulfides. This approach
mitigates the major degradation factor associated with conventional Li-S
technology.
· Increased sulfur utilisation: GEN 3 demonstrates the full theoretical
capacity of sulfur, i.e. a much higher sulfur utilisation than found in
conventional Li-S approaches.
· Simplified supply chain: The innovative cathode is produced by mixing
commercially available materials with abundant sulfur using a low-energy,
room-temperature process, with potential to eliminate the need for
pre-fabrication of the sulfur composite (sulfur composite is related to
cathode active material in conventional lithium-ion batteries), streamlining
the associated supply chain and production process and enabling localised
manufacturing.
· Environmental and economic benefits: The water-based, standard-atmosphere
cathode production process eliminates the need for toxic solvents, leading to
significant cost savings and enhanced manufacturability.
Glossary
1MPa This level of pressure replicates real-world pressure conditions inside
batteries and is crucial for ensuring the durability, efficiency, and
performance of the separator in practical applications.
Ah Ampere hours. A measure of capacity stored in the cell. The larger the number
the higher the capacity.
Energy density (Wh/kg) The ratio of energy stored per unit weight i.e. Watt-hours per kilogram. The
higher the number the lighter the battery.
Pouch cell An industry standard format of a battery which comprises a flat pouch-shaped
design with a multi-layered laminate structure.
Solid-to-solid conversion A low or polysulfide-free conversion of sulfur within the cathode.
Polysulfides are a dissolved form of sulfur that is corrosive and reduces
cycle life in traditional lithium-sulfur batteries. Solid-to-solid conversion
helps mitigate the formation of these polysulfides.
Semi-solid state as a route to increased longevity/cycle life: Gelion's GEN 3 technology can employ a semi-solid-state mechanism, maintaining
the sulfur-based cathode materials in the cathode, preventing their diffusion
into the electrolyte and diminishing associated battery degradation caused by
reactive polysulfides. This approach mitigates the major degradation factor
associated with conventional Li-S technology.
Solid state separator A solid-state separator is a solid material that separates the anode and
cathode in a battery, enabling ion transfer while preventing short circuits
enhancing battery safety, supports higher energy densities, and allows stable
use of a lithium metal anode, increasing capacity and lifespan.
Cycle life The number of full charge and discharge cycles a battery can complete before
its capacity falls below a specified level, typically 80% of the original
capacity. Higher cycle life indicates longer-lasting performance.
Zinc
Gelion is adapting its zinc technology to comprise an alternate cathode
technology, a zinc hybrid cell to develop complementary next-generation
batteries for the lead-acid eco-system. Early testing indicates that this
solution has the potential to maintain good energy density levels with
enhanced cost and safety aspects. Once fully developed, Gelion intends for our
zinc technology to provide a durable and sustainable market extension within
the ecosystem that supports lead-acid batteries.
Recycling
Gelion is pioneering an innovative battery recycling technology designed to
enhance and supplement current recycling methods. Our technology aims to
significantly reduce the initial costs of recycling plants, minimize waste,
and lower carbon emissions, while improving the purity of metal products and
enabling efficient lithium extraction. This advancement will allow for a
broader range of scrap materials to be recycled. Currently in the feasibility
stage, Gelion is committed to advancing our technology to a pilot-scale
demonstration, paving the way for commercialisation through material
production and IP licensing.
Integration Solutions
Gelion leverages its significant integration and BMS capability to deliver
bespoke BESS for Australian customers. These BESS are currently based on
lithium-ion technology and will also include Gelion's next-generation
batteries as these become available. Gelion will deploy BESS with our
proprietary cloud-based battery monitoring system, which will provide
real-time diagnostics and alerts to maximise performance and return on
investment for our customers.
Chair statement
Over the past year, Gelion has made material technical progress, laying
crucial groundwork for commercialisation under its experienced leadership
team.
Gelion's growing strategic and commercial relationships/collaborations mean it
is well positioned to bring its solutions to market. In 2024, the Company
delivered on its technological development plan and achieved important
milestones on energy density and production processes, which will allow it to
develop a cost-effective product that stands out in the dynamic field of
energy storage solutions.
Advancing next generation energy storage solutions
In 2024, Gelion delivered on its strategic ambitions: building on its strong
IP in lithium- sulfur (Li-S) to develop the next generation of safe, scalable
and sustainable energy storage solutions. I am pleased that Gelion has
achieved its energy density targets with materials and manufacturing processes
that are suitable for commercial production. This will enable the Group to
pursue licensing and contract manufacturing opportunities to scale up over the
coming years.
Credit goes to Gelion's talented team across all disciplines, who have done
phenomenal work-while bridging time zones and deepening collaboration between
the team in Australia and new team members in the UK. The Board would like to
thank everyone at Gelion for their hard work. Under the CEO's leadership, the
entire team has gone above and beyond this past year and helped to drive both
the Group's technological and commercial progress.
The Company recently completed a capital raise round raising £1.7 million
from existing and new investors which will provide additional working capital
to the business. The Company will need to secure additional capital by June
2025 which it aims to do by securing a strategic investor to co-fund the
Australian government grant and the working capital of the business.
Honing Gelion's focus in Li-S
Gelion is firmly focused on where its expertise is strongest and has built on
its leading position in Li-S battery chemistry. It has accelerated its Li-S
technology development, aided by the successful integration of OXLiD, with its
strengthening partnership with Ionblox enabling Gelion to take its technology
to the next level. The team believes that combining Gelion's sulfur-based
cathode and electrolyte with Ionblox's silicon anode provides an exciting path
towards a superior battery that is capable of being utilised in a range of
critical applications.
Crucially, Gelion is not developing its technology in a vacuum and recognises
need for its technology
development to be driven by market needs. To this end, the Group has created a
business integration division, which builds customer relationships and routes
to market by delivering turnkey stationary storage systems to customers. This
strategy not only generates near-term sales income and strengthens customer
relationships, but also fosters commercial delivery into the culture of the
Group. This will be pivotal in accelerating the adoption of Gelion's own
battery cell technology when ready. The signing of the first major contract
during 2024 demonstrates how this business area can play an important role in
Gelion's commercial strategy.
Gelion owns additional technologies in Zinc and battery recycling. The Board
recognises the inherent value in these assets and seeks to realise this
through independent investment, reducing capital requirements and allowing the
team to maintain its focus on its core sulfur-based battery activities.
Developing new partnerships
Over the past year, Gelion has also received growing support from the UK and
Australian governments, to develop Li-S and recycling technologies, and
advance its prototype production capabilities. It is a testament to its
cutting-edge technology that Gelion has been successful in gaining strong
government backing, which has been subject to detailed due diligence. This
underlines the Group's important role in delivering crucial technologies for
net zero, facilitating the decarbonisation of sectors from agriculture to
mining to transport.
Gelion's new partnership with Glencore is further evidence of its accelerated
commercialisation strategy. It gives Gelion access to Glencore's expertise in
battery materials while exploring the use of battery technologies for
stationary, off-grid and mobile applications. Most importantly, it once again
shows that Gelion is not developing technology in isolation. Partnerships like
this are key to eventually bringing its own next-generation products to
market.
Building a bright future
As a result of the milestone achievements in the year, Gelion is in a position
to meaningfully pursue partnerships to commercialise its technology,
developing best-in-class battery cells for the applications of tomorrow. The
Group is strongly positioned as a global leader in Li-S technology, which will
play a fundamental role in the next generation of battery storage. Gelion will
further develop relationships with strategic manufacturers to bring its
technologies to market and I am confident that, with discipline and
determination, Gelion will succeed in its ambitions in 2025 and beyond.
Dr Steve Mahon
Chairman
Chief executive statement
2024 was a strong year for Gelion, during which we made significant progress
across all our strategic priorities.
We delivered on all major set milestones and have grown the Group while
proactively managing costs. Our operations are now more effective as a result
of the increased focus on pre-commercialisation.
Highlights for the past year include:
· Successfully acquiring and integrating OXLiD to expand our position in
lithium-sulfur (Li-S) chemistry.
· Advancing our technological development while optimising cell design towards
alignment with manufacturing processes and achieving our energy density
targets.
· Signing new joint development agreements (JDAs) with Glencore and Ionblox
which aid toward commercialisation of our next-generation battery
technologies.
· Launching the Integration Solutions business with a commercial order of £1
million, with revenue and margin to be recognised in H1 2025 (FY25).
Advancing towards commercialisation
It has been inspiring to be part of Gelion's development over the past year.
My focus as CEO is on driving our strategy forward and leading our teams
toward developing our global collaborations and commercial partnerships while
ensuring our technological development remains on track.
Since January 2024, we have successfully integrated our teams in the UK and
Australia to advance our technology platform while strengthening our research
collaboration efforts with academic institutions and broadening our
non-dilutive grant funding efforts.
Cementing our global position and ensuring that we have the right partners in
place is an integral part of our growth strategy. The Ionblox and Glencore
JDAs, both signed in 2024, show this strategy in action and we continue to
work toward converting strategic partnerships into substantial collaborations
that will bring our technology to market.
The JDA with Glencore is an important step forward. It provides a framework to
access Glencore's expertise in materials and recycling, and combine it with
our own IP and innovation, to accelerate the commercialisation of our next-
generation technologies.
Our partnership with Ionblox continues to progress as planned. By combining
Gelion's cathode with Ionblox's anode, we are strongly positioned to develop a
high-performance lithium silicon sulfur battery for high-value applications
including electric vehicles, e-buses and heavy e-trucks, as well as electric
vertical-takeoff-and-landing aircraft.
Building these relationships allows us to not only progress our technology
goals, but also to lay the groundwork for commercialisation and establish a
network of commercial partners ahead of producing our initial prototypes.
Technological progress
The acquisition of UK-based Li-S battery start-up OXLiD in November 2023
brought in fundamental capabilities, solidified our presence in the UK,
provided access to Europe-based third-party fabricators and helped us to
intensify our focus on Li-S technology. The addition of OXLiD's team,
alongside the work of our highly experienced researchers in Australia, has
contributed to our progress in reaching our energy density targets in 2024-an
important milestone for Gelion.
Achieving 402 Wh/kg in our Li-S battery means Gelion's technology is over 60%
higher energy density than a typical lithium-ion battery of the same energy.
We have refined our manufacturing approach by developing in-situ self-assembly
of our cathode active material for Li-S cells, making our technology more
competitive by addressing two of the key challenges in battery production:
energy efficiency and cost. Our process uses less energy and eliminates toxic
solvents, meaning it is both cheaper and more sustainable.
We are now building on extending the cycle life of our Li-S batteries,
including paths toward fabrication processes for solid-state battery
separators. Greater stability and durability will
unlock a broader range of applications beyond the high-value transport uses we
are targeting initially.
Despite our geographic expansion through the addition of OXLiD, we have
increased our efficiency over the past 12 months and, through our focused
efforts, reduced operating costs by approximately
£1.1 million.
Value generation
In addition to our development efforts on Li-S, we have been working on our
cost-effective zinc hybrid technology. Our aim is to either secure independent
investment by Q1 2025 or alternatively to reduce costs and evaluate options.
Post-period end
Following our acquisition of Johnson Matthey's lithium-ion recycling
technology in 2023, we established a subsidiary in 2024 to commercialise this
IP and tackle the growing volume of battery waste. We have received a grant
approval of up to £170,000 from the UK Government to develop this novel
recycling technology. Our JDA with Glencore also includes an option to explore
recycling synergies.
This was followed in October by the first commercial order for our Integration
Solutions business, signing a £1 million contract to supply battery energy
storage systems to Group Energy Pty Ltd, part of the larger Borg Group. This
lays the foundations for bringing our own technologies to market and
underlines our customers' confidence in our team's technical and commercial
capabilities.
Outlook for 2025
Looking ahead, I am focused on leading our team to realise Gelion's enormous
potential. We will continue to advance important collaborations in technology,
materials and end-customer engagements. Our progress on technology development
means we are well positioned to achieve our targeted performance objectives,
primarily regarding cycle life and stability, to reach our minimum viable
product and drive early adoption.
Our Li-S technology has the potential to make up a significant share of the
storage market by 2040. In parallel, preparations are underway to launch
prototype capabilities, leveraging government support in Australia to produce
pilot volumes before advancing towards licensing and contract manufacturing.
Finally, I thank our committed staff, valued shareholders and all of the
partners who are joining us on this journey. I am proud of what we have
achieved and excited for what lies ahead. We know that the energy transition
requires exponential growth in both mobile and stationary storage, requiring
low-cost, easily available and scalable solutions. This presents a tremendous
opportunity to capitalise on Gelion's superior technology and deep expertise.
We look forward to ushering in the next generation of energy storage.
John Wood
CEO
Chief Financial Officer review
Overview
FY24 was a transformative year for Gelion. We significantly improved our
financial performance through stringent cost management, while executing on
strategically relevant investments to attain industry leadership and
commercialisation opportunities.
We embarked on a focused cost management programme, successfully integrated
OXLiD and
welcomed its team of six highly skilled scientists. Our strategic
reprioritisation of capital deployment allowed us to balance efficiency with
innovation, resulting in cost reductions of approximately £1.1 million.
I have summarised the key financial highlights for FY24 as follows;
Financial performance
Total income for the year ended 30 June 2024 was £2.0m (2023: £2.1m),
primarily from Research and Development (R&D) tax incentives and grant
income resulting from the ongoing development programmes of our technologies.
Adjusted EBITDA loss improved to £4.8m (2023: £5.9m), reflecting the
successful execution of cost saving initiatives during the year.
Operating losses before non-recurring items and share-based payments expense
reduced to £5.5m (2023: £6.4m), primarily due to:
· a £0.6m decrease in R&D spend, primarily driven by focused R&D
programmes and overall reduction in the average number of R&D staff from
36 in FY23 to 34 in FY24, including six team members that joined Gelion from
OXLiD in November 2023
· a £0.5m decrease in administrative costs achieved by reducing discretionary
expenses, reduction in headcount and the use of contractors
This was partially offset by an increase in Depreciation and Amortisation,
reflecting the full-year impact of the Intellectual Property (IP) amortisation
costs.
Non-recurring items relate to the expensed portion of the transaction costs
incurred in relation to the acquisition of OXLiD Ltd and the November 2023
capital raise (£363,000) and the non-cash losses
incurred from the disposal of IP and Property, Plant and Equipment assets
(£1,236,000).
The proactive review of our IP portfolio led us to write-off patents relating
to:
· Li-S which were deemed not essential for our strategic direction and
· Zinc bromide, given the decision to migrate to a Zinc solution that does not
use bromine as was communicated in July 2023.
This has positioned us for further cost efficiencies in FY25.
Statement of financial position and cash flows
At 30 June 2024, Gelion's current assets amounted to £5.9m (2023: £9.4m),
including cash and cash
equivalents of £3.8m (2023: £7.3m), with the decrease reflecting the use of
funds to support the operations. Gelion's pro forma cash and cash equivalents,
including R&D tax incentives, at 30 June 2024 amounted to £5.4m (2023:
£9.2m).
Our non-current assets increased to £7.7m (2023: £4.3m), primarily due to
the recognition of goodwill arising from the OXLiD acquisition and increased
investment in intangible assets, primarily IP.
Other receivables and trade payables have largely remained at the same level
as during the prior period.
In November 2023, we successfully completed a capital raise of £4.1m (£3.4m
net of transaction costs relating to the capital raise and the acquisition).
Of this capital raise, we used £1.4m towards the acquisition of OXLiD, £0.7m
towards transaction costs, £0.7m towards Opex and Capex for OXLiD and the
remainder largely to fund our working capital.
We have recently completed a £1.7 million gross capital raise to further
strengthen our balance sheet and continue with our development plans.
Research and Development
Research and Development continued to form a material part of our activity. We
expensed most of our development costs of £3.5m for the year (2023: £4.1m).
We had qualifying research and development costs, and have recognised £1.6m
in R&D tax incentives from the Australian Taxation Office and £0.4m in UK
grants/R&D tax credits.
Our efforts continue to advance our technologies toward market readiness,
ensuring Gelion stays at the forefront of innovation.
Foreign currency exposure
Gelion does not currently face significant currency exposure; however, this
may change in the future. Most overheads are in AUD and GBP, while material
procurement involves other currencies. Gelion has a FX hedging contract with
an Australian financial institution; however, no hedging contracts were
outstanding as of June 2024. Where possible, we aim to maintain a natural
hedge by aligning inflows and outflows in the same currency.
Outlook
As we look to the future, we are inspired by the opportunities presented by
the global push for electrification and renewable energy adoption.
Over the past year, we have not only navigated complex challenges but have
also positioned Gelion at the forefront of next-generation energy storage
through strategic achievements and continued innovation.
The transition to renewable energy is accelerating beyond current incumbent
technologies and we are uniquely positioned to be a key enabler of this
transformation. Our innovative technologies and strong patent portfolio
reflect our determination to provide the advanced solutions required for the
mobile and stationary energy storage of the future.
We have laid a solid foundation for commercialisation with a streamlined
operating model, acquiring critical capabilities and intellectual property
that strengthen our position as an industry leader. Our strategy is aimed at
capturing near-term market opportunities and capitalising on our technological
advancements to accelerate our time to market and create value for our
stakeholders.
With our expanded international presence, we are strategically positioned and
aim to make a significant contribution on a global scale and play an important
role in the energy transition.
Amit Gupta
CFO
Consolidated Statement of Comprehensive Income
Year ended 30 June
2024 2023
Notes £'000 £'000
Other income 4 1,988 2,054
Total income 1,988 2,054
Administrative expenses (3,322) (3,841)
Research and development expenses (3,486) (4,147)
Share-based payments expense (986) (894)
Depreciation and amortisation (700) (463)
Operating loss before non-recurring items 6 (6,506) (7,291)
Non-recurring items: 5
Loss on disposal of fixed assets and write-off of IP intangibles (1,236) (186)
Capital raising and acquisition related costs (363) (80)
Total non-recurring items (1,599) (266)
Operating loss (8,105) (7,557)
Finance costs (3) (3)
Finance income 149 153
Loss on ordinary activities before taxation (7,959) (7,407)
Tax income 8 11 -
Loss on ordinary activities after taxation (7,948) (7,407)
Total loss for the year attributable to equity holders of the parent
Other comprehensive income:
Items that may be reclassified to profit or loss
- Exchange losses arising on translation 9 (27) (695)
Total comprehensive loss for the year attributable to equity holders of the (7,975) (8,102)
parent
Loss per share (basic and diluted) attributable to the equity holders (pence) 11 (6.40) (6.90)
The above results relate entirely to continuing activities.
These results also include the results of OXLiD Ltd from the date of
acquisition, more details in note 12. The accompanying notes form part of this
financial information.
Consolidated Balance Sheet
As at 30 June
Notes 2024 2023
£'000 £'000
Assets
Non-current assets
Intangible assets 13 6,614 3,349
Property, plant and equipment 15 1,069 957
Current assets
Cash and cash equivalents 17 3,792 7,268
Other receivables 18 2,118 2,114
Total Assets 13,593 13,688
Liabilities
Current liabilities
Trade and other payables 16, 19 1,250 1,057
Non-current liabilities
Trade and other payables 16, 19 55 27
Deferred tax liabilities 20 320 -
Total liabilities 1,625 1,084
Net assets 11,968 12,604
Equity
Issued capital 21 136 108
Share premium account 21 24,487 20,752
Other non-distributable reserves 21 8,877 5,328
Capital reduction reserve 21 11,194 11,194
Accumulated losses (32,726) (24,778)
Total equity 11,968 12,604
The financial statements of Gelion Plc, company registration number 09796512,
were approved by the Directors and authorised for issue on 24 December 2024.
The accompanying notes form part of this financial information.
Consolidated Statement of Cash Flows
Year ended 30 June
Notes 2024 2023
£'000 £'000
Cash flow from operating activities
Loss for the year before tax and exchange losses (7,959) (7,407)
Adjustments for:
Depreciation & amortisation 700 463
Net finance loss/(income) (146) (147)
Loss on disposal of fixed assets and write-off 1,236 175
of IP intangibles
Share-based payments expense 986 894
Changes in operating assets/liabilities
Decrease/(increase) in receivables 107 24
Decrease/(increase) in prepayments 35 15
Increase/(decrease) in payables 508 (45)
Net cash used in operating activities (4,533) (6,028)
Cash flows from investing activities
Purchase of intangible assets (838) (3,982)
Sale of intangible assets - 1,189
Purchase of tangible property, plant and equipment (589) (456)
Acquisition of subsidiary, net of cash acquired (1,226) -
Short-term investments (term deposits) - 1,017
Other investment - escrow account (133) -
Interest received 153 146
Net cash used in investing activities (2,633) (2,086)
Cash flows from financing activities
Proceeds from issue of shares 4,100 18
Transaction costs of issue of shares (348) -
Repayment of leasing liabilities (47) (46)
Net cash used in financing activities 3,705 (28)
Net increase/(decrease) in cash held (3,461) (8,142)
Cash and cash equivalents at beginning of financial year 7,268 16,024
Effect of exchange rate changes (15) (614)
Cash and cash equivalents at end of financial year 17 3,792 7,268
The accompanying notes form part of this
financial information.
Consolidated Statement of Changes in Equity
Capital reduction reserve Other non- distributable
Share capital Share premium Accumulated losses reserves
Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 July 107 20,662 (17,390) 11,194 5,148 19,721
2022
Loss on ordinary activities after taxation - - (7,407) - - (7,407)
Other comprehensive income - - - - (695) (695)
Total comprehensive loss for the year - - (7,407) - (695) (8,102)
Contributions by and distributions to owners:
Share-based payment charge - - - - 894 894
Shares issued during the period 1 73 - - - 74
Forfeited/cancelled options - - 19 - (19) -
Exercise of share options - 17 - - - 17
Total contributions by and distributions to owners: 1 90 19 - 875 985
Balance at 30 June 108 20,752 (24,778) 11,194 5,328 12,604
2023
Balance at 1 July 108 20,752 (24,778) 11,194 5,328 12,604
2023
Loss on ordinary activities after taxation - - (7,948) - - (7,948)
Other comprehensive income - - - - (27) (27)
Total comprehensive loss for the year - - (7,948) - (27) (7,975)
Contributions by and distributions to owners:
Merger relief reserve (fair value of 11 - - - 2,590 2,601
Share-based payment charge - - - - 986 986
Shares issued during the period 17 4,083 - - - 4,100
Costs of shares issued - (348) - - - (348)
Total contributions by and distributions to owners: 28 3,735 - - 3,576 7,339
Balance at 30 June 2024 136 24,487 (32,726) 11,194 8,877 11,968
The accompanying notes form part of this financial information.
Notes to the Consolidated Financial Statements
1. General Information
Gelion Plc ('Gelion' or the 'Company') is a 100% owner of:
· Gelion Technologies Pty Ltd, an Australian subsidiary that
conducts research and
· development in respect of an innovative battery system and
associated industrial design and manufacturing; and
· OXLiD Ltd, a UK subsidiary which is involved in the research and
development of lithium- sulfur battery technology; and
· Battery Minerals Ltd, a UK subsidiary which is involved in the
recycling of lithium-ion
· battery technology.
Gelion is a public limited company, limited by shares, incorporated and
domiciled in England and Wales. The Company was incorporated on 26 September
2015. The registered office of the Company is at c/o Armstrong, Level 4 LDN:W,
3 Noble Street London EC2V 7EE. The registered company number is 09796512.
Gelion Plc was incorporated as Gelion UK Ltd. On 12 November 2021, the Company
was re-registered as a public limited company under the Companies Act and its
name was changed to Gelion Plc.
The Board, Directors and management referred to in this document refers to the
Board, Directors and management of Gelion.
2. Accounting Policies
2.1 Basis of Preparation
The principal accounting policies applied in the preparation of the Group
financial statements are set out below. These policies have been consistently
applied to the period presented, unless otherwise stated.
These financial statements have been prepared in accordance with UK-adopted
International Accounting Standards and International Accounting Standards as
issued by the International Accounting Standards Board (IASB) and
Interpretations.
The preparation of financial statements in compliance with UK-adopted
International Accounting Standards requires the use of certain critical
accounting estimates. It also requires Group management to exercise judgement
in applying the Group's accounting policies. The are as where significant
judgements and estimates have been made in preparing the financial statements
and their effect are disclosed in note 2.20.
These financial statements are presented in Great British Pounds (GBP) unless
otherwise stated, which is the Company's presentational currency and the
parent company's functional currency. Amounts are rounded to the nearest
thousand, unless otherwise stated. The functional currency of the subsidiaries
are both Great British Pounds (GBP) and Australian Dollars (AUD). Some
numerical figures included in this Annual Report have been subject to rounding
adjustments. The policies adopted for translation of the subsidiary's assets,
liabilities, income and expenses are set out in note 2.16.
2.2 Basis of Consolidation
The consolidated financial statements consolidate the financial statements of
Gelion Plc and of
its subsidiary undertakings drawn up to each reporting date.
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 the elements of control.
Profit or loss and each component of other comprehensive income are attributed
to the equity holders of the parent of the Group.
When necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies in line with the Group's
accounting policies. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of the Group
are eliminated in full on consolidation.
Name Registered office Class of shares Holding
Gelion Technologies Pty Limited Australia Ordinary A 100%
OXLiD Ltd UK Ordinary A 100%
Battery Minerals Ltd UK Ordinary A 100%
The shareholdings are held directly.
The registered office of Gelion Technologies Pty Limited is Level 16, 101
Miller Street, North Sydney, NSW 2060.
The registered office of OXLiD Ltd and Battery Minerals Ltd is c/o Armstrong,
Level 4 LDN:W, 3 Noble Street London EC2V 7EE.
2.3 Going Concern
The financial statements have been prepared on a going concern basis which
assumes that the Group will have sufficient funds available to enable it to
continue to trade for the foreseeable future being a period of at least 12
months from the date of approval of these financial statements. In making
their assessment that this assumption is correct, the Directors have
undertaken an in-depth review of the business, its current prospects, and cash
resources as set out below.
The Company is a holding entity and as such their going concern is dependent
on the Group therefore the going concern assessment for the Company was
performed as part of the Group's assessment.
As at 30 June 2024, the Group had cash in bank of £3.8 million and £1.6
million in receivables from the R&D tax incentive refund and UK grant
income.
Following receipt of these funds, the Group's pro forma cash position equals
£5.4 million ("Pro
forma Cash") at 30 June 2024. The Directors have reviewed a range of potential
cash flow forecasts and actual results subsequent to the year ended 30 June
2024 for the 18-month period from 1 July 2024 to 31 December 2025 (the
"Period"), including reasonable possible downside scenarios.
The base case cash flow forecast includes the following assumptions for the 18
month period:
· net cash out flows of £7.5 million for the 18 month period which
includes:
· £1.7 million proceeds less c. £0.2 million in transaction
costs, from the recently announced capital raise in December 2024;
· an estimated R&D tax incentive receipt of £1.3 million for
FY2025 (July 2024 to June 2025) expected to be received in September/ October
2025;
· positive gross margin from the Integration Solutions first sale;
· receipt of secured grant funding in the UK;
· ongoing R&D, general and administrative costs of the Group;
and
· reducing certain other discretionary costs that are within the
Group's control.
The Directors' have also considered a plausible downside scenario which
includes a 10% contingency for unexpected costs (excluding expenses which are
largely fixed or controllable in nature e.g. lease expenses, employee expenses
etc).
Conclusion
The base case forecast includes a total net cash outflow over the Period of
£7.5 million.
The Directors' reasonably plausible downside scenario, which includes a 10%
contingency for
unexpected costs includes a total net cash outflow of £7.7 million.
At 30 June 2024, the Group had £5.4 million of Pro forma Cash of which the
final £1.6 million of R&D tax incentives was received in November 2024.
The forecast indicates that under both scenarios, the Group will need to raise
additional funds before June 2025. As a result, the Group is reliant on
securing additional funding which is not guaranteed.
Following the announcement that the Company recently completed a capital raise
of £1.7 million in December 2024, the Directors have confidence that based on
the prospects of the business and their previous experience in raising equity
finance, that the Group can attract additional investment as required in the
future. The Directors acknowledge that this funding is not, at the present
time, in place.
The Group and Company require additional funding, which is not guaranteed.
This indicates that a material uncertainty exists which may cast significant
doubt on the ability of the Group and Company to continue as a going concern
and, therefore, that it may be unable to realise its assets and discharge its
liabilities in the normal course of business. The financial statements do not
include any adjustments that would result if the Group and Company were unable
to continue as a going concern.
2.4 Other Income
Other income includes:
· Government grants: Grants that compensate the Group for expenses
incurred are recognised in the income statement on a systematic basis in the
same periods in which the expenses are recognised under IAS 20 'Accounting for
Government Grants and Disclosures'. Submissions are made for pre-arranged time
periods with timing differences recognised within accrued or deferred income.
· R&D tax incentives (Australia): primarily relate to research
and development incentives. This represents a refundable tax offset that is
available on eligible R&D expenditure incurred by the Group. These are not
recognised until there is reasonable assurance that the Group will comply
withthe conditions attaching to them and that the incentives will be received.
Government grants that are receivable as compensation for expenses or losses
already incurred or for the purpose of giving immediate financial support to
the Group with no future related costs are recognised in profit or loss in the
period in which they become receivable.
· R&D tax credits (UK): The Group claims R&D Expenditure
Credit ('RDEC') on the costs it incurs in its research and development
projects. RDEC is considered taxable income and therefore the Group records
the RDEC under Other income in the statement of comprehensive income, and the
associated tax charge levied against this income is recorded in the taxation
line. The income is recognised on the performance model under IAS 20
'Accounting for Government Grants and Disclosures'.
2.5 Taxation
The income tax expense or benefit for the period is the tax payable on the
current periods taxable income based on the national income tax rate for each
jurisdiction, adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and adjustments
recognised for prior periods where applicable.
Deferred tax assets relating to temporary differences and unused tax losses
are recognised only to the extent that it is probable that future taxable
profit will be available against which the benefits of the deferred tax asset
can be utilised.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets and liabilities and when the
deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a
legally enforceable right to offset and intends either to settle on a net
basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent
that it relates to items recognised in other comprehensive income or directly
in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.
2.6 Earnings Per Share
Basic earnings/loss per share
Basic earnings/loss per share is calculated by dividing:
· the profit or loss attributable to owners of Gelion Plc,
excluding any costs of servicing equity other than Ordinary Shares; by
· the weighted average number of Ordinary Shares outstanding during
the financial year, adjusted for bonus elements in Ordinary Shares issued
during the financial year.
Diluted earnings/loss per share
Diluted earnings/loss per share adjusts the figures used in the determination
of basic earnings/loss per share to take into account:
· the after-income tax effect of interest and other financing costs
associated with dilutive potential Ordinary Shares; and
· the weighted average number of shares assumed to have been issued
for no consideration in relation to dilutive potential Ordinary Shares.
2.7 Cash And Cash Equivalents And Short-Term Investments
Cash and cash equivalents
For the purpose of presentation in the Statement of Cash Flows, cash and cash
equivalents includes cash on hand, deposits held at call with liquid
investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value, and bank overdrafts. Term deposits that are held for
a period of less than three months form a part of cash and cash equivalents.
Short-term investments
Short-term investments comprise of term deposits held by UK or Australian
licensed banks for a
period greater than three months, over which it can be converted to known
amounts of cash with
insignificant risk of change in value. The amounts were measured at amortised
cost using the
effective interest method in line with IFRS 9.
2.8 Property, Plant and Equipment
Plant and equipment are stated at historical cost less accumulated
depreciation and impairment.
Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost
of each item of property, plant and equipment (excluding land) over their
expected useful lives as follows:
Plant and equipment 3-7 years Office furniture and
equipment 3 years
Leasehold improvements are depreciated over the unexpired period of the lease
or the estimated
useful life of the assets, whichever is shorter.
The residual values, useful lives and depreciation methods are reviewed, and
adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when
there is no future economic benefit to the Group. Gains and losses between the
carrying amount and the disposal proceeds are taken to profit or loss.
2.9 Right-Of-Use Assets
A right-of-use asset is recognised at the commencement date of a lease. The
right-of- use asset is measured at cost, which comprises the initial amount of
the lease liability, adjusted for, as applicable, any lease payments made at
or before the commencement date net of any lease incentives received, any
initial direct costs incurred, and, except where included in the cost of
inventories, an estimate of costs expected to be incurred for dismantling and
removing the Right-of-use assets are depreciated on a straight- line basis
over the unexpired period of the lease or the estimated useful life of the
asset, whichever is the shorter. Where the Group expects to obtain ownership
of the leased asset at the end of the lease term, the depreciation is
calculated over its estimated useful life. Right-of-use assets are subject to
impairment or adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right- of-use asset and corresponding
lease liability for short-term leases with terms of 12 months or less. Lease
payments on these assets are expensed to profit or loss as incurred.
2.10 Intangible Assets Research and development
Research and development expenditure is recognised as an expense as incurred.
No research and development costs have been capitalised to date given the
stage of the business.
Development expenditure is recognised as an expense except those costs
incurred on development projects can be capitalised as intangible assets to
the extent that such expenditure is expected to generate future economic
benefits.
Patents and trademarks
Separately acquired trademarks and patents are recognised at historical cost.
Patents have a finite life and are subsequently carried at cost less
accumulated amortisation. Separately acquired trademarks are shown at
historical cost. They are considered to have infinite lives and are assessed
for impairment at each year end. The Group amortises intangible assets with a
limited useful life using the straight-line method over their expected useful
lives as follows:
Patents 1-20 years
Disposal of intangible assets
When an intangible asset, such as a patent, is disposed of or no longer
expected to generate future economic benefits, it is derecognized from the
financial statements. The profit or loss on disposal is determined as the
difference between the carrying amount of the asset at the time of disposal
and the proceeds from its disposal.
The Group may dispose of intangible assets through various methods, including
but not limited to sale, abandonment, or expiration of the asset's legal
rights. The method of disposal is chosen based on the circumstances at the
time of disposal. Any gain or loss on the disposal of an intangible asset is
recognized in the statement of profit or loss in the period in which the
disposal occurs.
2.11 Impairment of Non-Financial Assets
Goodwill and intangible assets with indefinite useful economic lives are
tested for impairment annually at the financial year-end. Other non- financial
assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the asset's carrying amount exceeds its
recoverable amount.
To date all impairments that have been recognised have been due to patent
costs capitalised in respect of patent applications that have subsequently
lapsed or been rejected. When this occurs, the Group fully impairs the
carrying amount of the patent at that date.
2.12 Trade and Other Payables
These amounts represent liabilities for goods and services provided to the
Group prior to the end of the financial year and which are unpaid. Due to
their short-term nature, they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of
recognition.
2.13 Financial Instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement
categories:
· those to be measured at amortised cost.
The classification depends on the Group's business model for managing the
financial assets and the
contractual terms of the cash flows.
The Group classifies financial assets as at amortised cost only if both of the
following criteria are met:
· the asset is held within a business model
whose objective is to collect contractual cash flows; and
· the contractual terms give rise to cash flows that are solely
payment of principal and interest.
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Group commits to purchase or sell the asset). Financial
assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
d) Tax receivables
Management has assessed that tax receivables arising from a refundable tax
offset from Australian Taxation Office, for eligible R&D expenditure, are
recognised at its par value.
These receivables are expected to be collected in a short-term period and the
Directors have assessed there is no need for impairment of these receivables.
This is based on Australian government credit rating (AAA) and successful
historical collection of tax receivables.
2.14 Share-based Payments
The Group provides benefits to its employees in the form of share-based
payments, whereby
employees render services in exchange for shares or rights over shares
(equity-settled transactions) in the parent entity.
The cost of these equity-settled transactions with employees is measured by
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined using a Black- Scholes model.
This calculation is completed by the parent entity.
The cost of these equity-settled transactions is recognised as an expense,
with a corresponding increase in equity, over the period in which the service
conditions are fulfilled (the vesting period), ending on the date on which the
relevant employees become fully entitled to the award (the vesting date).
At each subsequent reporting date until vesting, the cumulative charge to
profit and loss is the product of:
· the grant date fair value of the award;
· the current best estimate of the number of awards that will vest;
· the expired portion of the vesting period; and
· the removal of any fair value attributable to share options that
have contractually lapsed or expired.
The charge to profit and loss for the period is the cumulative amount as
calculated above less the amounts already charged in previous periods.
There is a corresponding entry to the share-based payment reserve in equity.
If a share-based payment arrangement is modified, the minimum expense
recognised over the vesting period is the original fair value. If the
modification increases fair value, the additional fair value is recognised
over the remaining vesting period.
2.15 Non-Recurring Items
The Group considers certain unusual or infrequent items that either because of
their size or their
nature, or relevance to the business as are non- recurring and disclose
separately to report the underlying performance of the business. For an item
to be considered as a separate item, it must initially meet at least one of
the following criteria:
· It is a significant item, which may cross more than one
accounting period.
· It has been directly incurred as a result of either an
acquisition/divestment or funding related or arises from a major business
change.
· It is unusual in nature, e.g. outside the normal course of
business.
If an item meets at least one of the criteria, the Board, through the Audit
and Risk Committee, then exercises judgement as to whether the item should be
classified as an allowable adjustment to IFRS
performance measures and disclosed separately.
2.16 Foreign Currency Translation
The functional currency of each company in the Group is that of the primary
economic environment in which the entity operates.
Monetary assets and liabilities denominated in foreign currencies are
translated into GBP at
the rates of exchange ruling at the period end. Transactions in foreign
currencies are recorded at the rate ruling at the date of the transaction.
All differences are taken to the Statement of Comprehensive Income. On
consolidation, the assets and liabilities of the Group entities that have a
functional currency different to the presentational currency are translated
into GBP at the closing rate at the date of the Statement of Financial
Position. Income and expenses for each statement of profit or loss are
translated at average exchange rates for the period. Exchange differences are
recognised in other comprehensive income and accumulated in a foreign exchange
translation reserve.
2.17 Contributed Equity
Ordinary Shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are
deducted from the share premium account.
When the Group issues a hybrid instrument consisting of a debt host liability
and a non-closely related embedded derivative (the conversion feature) and the
Group accounts for the debt host at amortised cost and the embedded derivative
at FVTPL, when conversion takes place, no gain or loss on conversion is
recognised. The equity issued is measured by reference to the sum of the
carrying amount of the host debt liability plus the carrying amount of the
embedded derivative at the date of conversion, rather than the fair value of
the shares issued. This approach is in line with the policy followed for
conversion of compound instruments.
Retained losses includes all current and prior period results.
2.18 Business Combinations
The acquisition method of accounting is used to account for business
combinations regardless of whether equity instruments or other assets are
acquired.
The consideration transferred is the sum of the acquisition-date fair values
of the assets transferred, equity instruments issued or liabilities incurred
by the acquirer to former owners of the acquiree and the amount of any
non-controlling interest in the acquiree. For each business combination, the
non-controlling interest in the acquiree is measured at either fair value or
at the proportionate share of the acquiree's identifiable net assets. All
acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets
acquired and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic conditions, the
Group's operating or accounting policies and other pertinent conditions in
existence at the acquisition-date. Contingent consideration to be transferred
by the acquirer is recognised at the acquisition- date fair value. Subsequent
changes in the fair value of the contingent consideration classified as a
liability is recognised in profit or loss.
Contingent consideration classified as equity is not remeasured and its
subsequent settlement is accounted for within equity. The difference between
the acquisition-date fair value of assets acquired, liabilities assumed and
any non-controlling interest in the acquiree and the fair value of the
consideration transferred and the fair value of any pre-existing investment in
the acquiree is recognised as goodwill. If the consideration transferred and
the pre-existing fair value is less than the fair value of the identifiable
net assets acquired, being a bargain purchase to the acquirer, the difference
is recognised as a gain directly in profit or loss by the acquirer on the
acquisition-date, but only after a reassessment of the identification and
measurement of the net assets acquired, the non-controlling interest in the
acquiree, if any, the consideration transferred and the acquirer's previously
held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The
acquirer retrospectively adjusts the provisional amounts recognised and also
recognises additional assets or liabilities during the measurement period,
based on new information obtained about the facts and circumstances that
existed at the acquisition-date. The measurement period ends on either the
earlier of (i) 12 months from the date of the acquisition or (ii) when the
acquirer receives all the information possible to determine fair value.
2.19 Input Taxes
Revenues, expenses and assets are recognised net of the amount of associated
goods and services tax (GST) in Australia or value added tax (VAT) in the UK,
unless the sales tax incurred is not recoverable from the taxation authority.
In this case it is recognised as part of the cost of acquisition of the asset
or as part of the expense.
Receivables and payables are stated inclusive of the amount of sales tax
receivable or payable.
The net amount of sales tax recoverable from, or payable to, the taxation
authority is included with other receivables or payables in the balance sheet.
Cash flows are presented on a net basis. The sales tax components of cash
flows arising from investing or financing activities which are recoverable
from, or payable to the taxation authority, are presented as operating cash
flows.
2.20 Critical Accounting Judgements And Key Sources Of Estimation
Uncertainty
The preparation of the financial information requires the use of accounting
estimates which, by definition, will seldom equal the actual results.
Management also needs to exercise judgement in the process of applying the
Group's accounting policies. The areas involving a high degree of judgement or
complexity, or areas of assumptions and estimates are:
Critical accounting judgements
Australian R&D tax incentives
From 1 July 2011, the Australian Taxation Office has provided a tax incentive,
in the form of a refundable tax offset of 43.5%, for eligible research and
development expenditure.
Management has assessed its research and development activities and
expenditure and applied judgement in determining which expenses are likely to
be eligible under the scheme. For the period ended 30 June 2024 the Group has
recorded other income of £1,548,000 (2023: £2,049,000) based on expected tax
refunds to be received from the government (recognised under Other receivables
at 30 June 2024).
UK R&D Tax reliefs:
R&D expenditure credit (RDEC) Scheme OXLiD is eligible to claim Research
and Development Expenditure Credit (RDEC) under the SMEs program. Management
has assessed eligible R&D expenses and, has recognised £57,000 in other
income from expected tax refunds for the period ending 30 June 2024
(recognised under Other receivables as of 30 June 2024).
Recognition of a deferred tax asset
The Group has incurred tax losses in both Australia and the UK in each of the
periods reported in these financial statements. No deferred tax asset has been
recognised in respect of these losses, as the Directors believe that there is
not sufficient certainty over future profits that would utilise them.
Key sources of estimation uncertainty Business combination
In our accounting for business combination, determining the acquisition date
fair values of the identifiable assets acquired and liabilities assumed
involves considerable estimation. The necessary measurements are based on
information available on the acquisition date and are based on expectations as
well as assumptions that have been deemed reasonable by management.
Estimation of useful lives of property, plant and equipment and intangible
assets
The Group determines the estimated useful lives and related depreciation and
amortisation charges for its property, plant and equipment and finite life of
intangible assets. The useful lives could change significantly as a result of
technical innovations or some other event. The depreciation and amortisation
charge will increase where the useful lives are less than previously estimated
lives, or technically obsolete or non-strategic assets that have been
abandoned or sold will be written off or written down.
Patents are recognised at cost. Management believes this is the best estimate
at the current time, during the research and development phase. The key
assumption for amortisation is the useful life which is determined by the life
of the patent (usually 15-20 years). The Directors do not believe that a
future change in the useful life of patents is probable in the foreseeable
future.
Trademarks are recognised at cost. Management believes this is the best
estimate at the current time. The key assumption for trademarks is they have
an infinite life as they do not have an expiration date.
Impairment of goodwill, patents and trademarks
The Group performs an annual impairment test for goodwill acquired through
business combinations, comparing its carrying amount to its recoverable amount
at the reporting date. The recoverable amount is determined using a
value-in-use calculation, based on a discounted cash flow (DCF) model.
Projected cash flows are derived from the five-year budget. The recoverable
amount is highly sensitive to key assumptions, including the discount rate
applied in the DCF model, expected future cash inflows, and the growth rate
used for extrapolating cash flows beyond the forecast period. Details on these
key assumptions, along with a sensitivity analysis, are provided and further
explained in note 14.
The Group assesses impairment of patents and trademarks at each reporting date
by evaluating conditions specific to the Group and to the particular asset
that may lead to impairment.
If an impairment trigger is identified, the recoverable amount of the asset is
determined. To date, impairment has been recognised when patent costs
capitalised, in respect of patent applications that have been written off due
to lapsed or rejected applications. In these instances, the Group fully
impairs the carrying amount of patent at that date.
Derecognition of intangible assets (patents and trademarks)
An intangible asset is derecognised on disposal, or when no future economic
benefits are expected from use or disposal. Gains or losses arising from
derecognition of an intangible asset, measured as the difference between the
net disposal proceeds and the carrying amount of the asset, are recognised in
profit or loss when the asset is derecognised.
Recognition of equity-settled share-based payments
The cost of equity-settled share-based payment transactions with employees is
measured by reference to the fair value of the equity instruments at the date
at which they are granted. The fair value is determined using a Black-Scholes
model. The Group had adopted the graded vesting approach, whereby a larger
proportion of the total expense is recognised in earlier vesting periods
which then decreases in the subsequent years.
Please refer to note 22 for the key assumptions
and inputs used in the model to determine the fair values at each measurement
date.
2.21 Standards, Amendments And Interpretations To Existing Standards
That Are Effective For The First Time In The Financial Year
During the year ended 30 June 2024, Gelion has adopted the following new IFRSs
(including amendments thereto) and IFRIC interpretations that became effective
for the first time.
Standard Effective date, annual period, beginning on or after
Lease Liability in a Sale and Leaseback (Amendment to IFRS 1 January 2024
16)
IAS 1 Presentation of Financial Statements (Amendment - Classification of 1 January 2024
Liabilities as Current or Non-Current)
IAS 1 Presentation of Financial Statements (Amendment - Non-Current 1 January 2024
Liabilities with Covenants)
IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures 1 January 2024
(Amendment - Supplier Finance Arrangements)
Their adoption has not had any material impact on the disclosures or amounts
reported in the financial information.
Standards issued but not yet effective:
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early.
Standard Effective date, annual period, beginning on or after
Lack of exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign 1 January 2025
Exchange Rates)
Amendments to the Classification and Measurement of Financial Instruments 1 January 2026
(Amendments to IFRS 9 Financial Instruments)
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
All of the above standards issued but not yet effective have not been endorsed
by the UK Endorsement Board as of the reporting date.
The Directors are evaluating the impact that these standards will have on the
financial information of Gelion.
3. Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been
identified as the Board as a whole.
In the opinion of the Directors, during each of the two-years ended 30 June,
Gelion operated in the single business segment of battery production and
development.
As at 30 June 2024 As at 30 June 2023
UK Australia £'000 UK Australia £'000
Non-current assets
Goodwill 2,804 - 2,804 - - -
Intangible assets 1,284 2,526 3,810 - 3,349 3,349
Property, plant and equipment 101 968 1,069 - 957 957
Total income
Other income 440 1,548 1,988 5 2,049 2,054
Depreciation and amortisation (69) (631) (700) - (463) (463)
Finance income (interest) 91 58 149 98 55 153
Operating loss
Operating loss (1,359) (6,746) (8,105) (966) (6,591) (7,557)
4. Other Income
Year ended 30 June
Name 2024 2023
£'000 £'000
R&D tax concessions 1,605 2,049
Grant income 383 -
Recovery of VAT - 5
Total other income 1,988 2,054
The subsidiaries incur R&D expenditure which qualifies for relief under a
tax incentive scheme provided by the Australian Taxation Office, as well as
the R&D expenditure credit (RDEC) Scheme by HMRC.
Management estimates the expenditure each year relevant to approved R&D
activities in respect of which a claim can be made at each reporting date. The
accounting policy in respect of recognition of this income is detailed in note
2.4 and the key accounting judgements applied are detailed in note 2.20.
Following the recent acquisition of OXLiD Ltd, the Company started recognising
grant income (accrued for the period post-acquisition) which relates to
approved grant funding of OXLiD through the Faraday Battery Challenge (FBC)
and the Advanced Propulsion Centre (APC) programs. The grant funding is
recognised on an accrual basis and are claimed either on a monthly or a
quarterly basis with the funds received in the month after the claim
submission.
5. Non-Recurring Items
Year ended 30 June
Name 2024 2023
£'000 £'000
225 -
Acquisition related costs
Capital raising costs 138 -
Loss on disposal of fixed assets 112 186
Loss on write-off of IP intangibles 1,124 -
Transaction costs incurred for IP acquisition and divestment - 80
Total non-recurring items 1,599 266
Non-recurring costs in FY24 include one-off capital raise and OXLiD Ltd
acquisition costs as well as loss on disposal of fixed assets and write-off of
IP intangibles. These have been separately disclosed to assist the user of the
financial information to understand and compare the underlying results of the
Company.
Non-recurring costs in FY23 included one-off loss on sales of fixed assets and
advisory costs incurred in relation to the purchase and sale of the IP
portfolio that were non-recurring in nature.
6. Operating Loss Before Non-Recurring Items
Operating loss is stated after the following specific income and expenses:
Year ended 30 June
Name Notes 2024 2023
£'000 £'000
R&D tax concessions 4 1,605 2,049
Grant income 4 383 -
Depreciation and amortisation 13, 15 (700) (463)
Employee benefits 10 (4,842) (5,223)
R&D expenses (1,161) (1,553)
Out of which:
External R&D services (813) (925)
R&D materials, consumables & other (348) (628)
Administration and other expenses (1,791) (2,101)
Total operating loss before non-recurring items (6,506) (7,291)
7. Auditors' Remuneration
Year ended 30 June
2024 2023
£'000 £'000
Fees payable to the Company's auditors for the statutory audit of the 119 70
Company's annual financial statements
Fees payable to the Company's auditors and its associates for the audits of 37 33
the Company's subsidiaries
Non-audit services
Taxation and other services 1 9
Total auditors' remuneration 157 112
8. Taxation
Year ended 30 June
2024 2023
£'000 £'000
The taxation expense/(income) for the year is made up as follows:
Corporation taxation on the results for the year (11) -
Taxation expense/(income) for the year (11) -
Numerical reconciliation of income tax expense to accounting loss:
Profit/(loss) for the year before income tax (7,959) (7,407)
Prima facie tax benefit on loss from ordinary activities before income tax at (1,990) (1,852)
25% (2023: 25%)
Add/(less) tax effect of:
Non-deductible expenditure 1,253 1,435
R&D tax offsets (401) (512)
Tax losses incurred but not recognised 1,127 878
Difference in tax rates applied - 51
Total taxation expense/(income) (11)
Non-deductible expenses include share-based payments and expenditure subject
to R&D tax incentive.
Estimated tax losses of £12,009,000 (2023: £7,452,000) are available for
relief against future profits. No deferred tax asset has been provided for in
the accounts based on the estimated tax losses. The estimated tax losses per
jurisdiction is as follows and don't have an expiry date in each of these
jurisdictions:
Year ended 30 June
2024 2023
£'000 £'000
Estimated tax losses arising in the UK 2,576 1,664
Estimated tax losses arising in Australia 9,433 5,788
Total tax losses available to carry forward 12,009 7,452
The standard rate of corporation tax in Australia, where the subsidiary is
based, is 25% (2023: 25%).
As per note 2.5, deferred tax assets have not been recognised on the basis the
Company is not forecasted to make a profit for the foreseeable future.
9. Exchange Gains and Losses Arising on Translation of Foreign Operations
Gelion Technologies Pty Limited, a battery manufacturing business incorporated
in Australia, was merged into Gelion UK Limited in 2016 so as to maximise
operational synergies and generate further cost savings.
A gain or loss through other comprehensive income arises on translation of the
subsidiary's assets and liabilities from Australian Dollars to Great British
Pounds at each year end.
10. Employee Benefit
Employee benefit expenses (including Directors) comprise:
Year ended 30 June
2024 2023
£'000 £'000
Salaries and wages including taxes 3,573 4,005
Defined contribution pension cost 283 324
Share-based payment expense 986 894
Total employee benefits expense (note 6) 4,842 5,223
Average Employee Numbers
2024 (#) 2023 (#)
R&D 34 36
Administration 16 17
Average number of employees 50 53
Employee headcount at period end 50 47
Decrease in the average number of employees from FY23 to FY24 is primarily
impacted by the attrition of certain employees during FY24 partially offset by
the addition of six scientists from newly acquired OXLiD Ltd.
The actual closing headcount of R&D staff increased to 35 at 30 June 2024
(31 at 30 June 2023) due to the addition of scientists from OXLiD Ltd.
Key management personnel
Directors and key management personnel compensation
The total remuneration paid (including bonus accruals) to the Directors and
key management personnel of the Group during the year are as follows:
Year ended 30 June
2024 2023
£'000 £'000
Salaries and wages including taxes 756 873
Defined contribution pension cost 44 44
Share-based payment expense 773 691
Total key management personnel costs 1,573 1,608
The Directors and senior management represent key management personnel.
Further details of Directors' remunerations are given in the Directors'
Remuneration Report. The highest paid Director during the year received total
remuneration of £219,803 (2023: £189,014). Amit Gupta exercised 12,144
options during the year at a gain of £2,998. No share options were exercised
by Directors during the prior financial year ended 30 June 2023.
11. Loss Per Share
Year ended 30 June
2024 2023
Loss after tax £7,948,000 £7,407,000
Weighted average number of shares (number) 124,870,447 107,944,951
Loss per share (pence) 6.4p 6.9p
The calculation of the loss per share is based on the loss for the financial
period after taxation of £7,948,000 (2023: £7,407,000) and on the weighted
average of 124,870,447 (2023: 107,944,951) Ordinary Shares in issue during the
period.
In FY24, the parent company issued 27,602,853 shares, majority of which
relates:
• 17,082,127 ordinary shares issued at a price of 24
pence per share
• 10,508,582 ordinary shares in exchange for acquisition
of OXLiD Ltd.
This increase in the number of Ordinary Shares has resulted in the weighted
average number of shares in the year to June 2024 to increase to 124,870,447
(2023: 107,944,951).
There were 11,139,221 share options outstanding at 30 June 2024 (2023:
8,478,535). The impact of these options would be to reduce the diluted loss
per share and therefore they are antidilutive. Hence, the diluted loss per
share reported for the periods under review is the same as the earnings per
share.
12. Business Combinations During the Period
Business combinations are initially accounted for on a provisional basis. The
acquirer retrospectively
adjusts the provisional amounts recognised and also recognises additional
assets or liabilities during the measurement period, based on new information
obtained about the facts and circumstances that existed at the
acquisition-date.
The measurement period ends on either the earlier of
(i) 12 months from the date of the acquisition or
(ii) when the acquirer receives all the information possible
to determine fair value.
On 29th November 2023, the Company completed the acquisition of 100% of
ordinary shares of OXLiD Ltd. OXLiD Ltd is a UK-based lithium-sulfur battery
technology company. The Company believes that the acquisition will enhance
Gelion's presence in the UK which will act as a further catalyst to establish
the foundations for strategic partnerships with major supply chain and
industry participants (upstream and downstream), providing a commercially
attractive route to market for Gelion's technology.
The following table summarises the fair value of assets acquired, and
liabilities assumed at the acquisition date:
Fair values
£'000
Intangible asset - technology 1,326
Property, plant and equipment 20
Trade and other receivables 16
Cash 24
Trade and other payables (8)
Deferred tax liabilities (331)
Total provisional fair value 1,047
Consideration 3,851
Goodwill 2,804
The fair values include recognition of an intangible asset related to
technology of £1,326,000 which will be amortised over 17 years on a
straight-line basis. The goodwill of £2,804,447 comprises the potential value
of future technology, the value of the existing workforce and the value of
Gelion increasing its
geographical footprint in the UK, all of which are not separately recognised.
Deferred tax of £331,534 has been calculated on the fair value uplift of the
intangible assets acquired, and a corresponding amount recognised as goodwill.
Directly related acquisition costs of £225,000 have been expensed to the
income statement.
Fair value of consideration paid:
£'000
Completion cash 1,250
Completion equity 2,601
Total consideration 3,851
The net cash sum expended on Acquisition in the period ended 30 June 2024 is
as follows:
£'000
Cash paid as consideration on acquisition (1,250)
Cash acquired at acquisition 24
Net cash outflow on acquisition (1,226)
The consideration was settled by cash (£1.25 million) and in equity
(amounting to £2,522,060, with the issue of 10,508,582 shares in the Company
valued at 24 pence per share on 29th November 2023).
The completion equity consideration of 10,508,582 ordinary shares in Gelion
has subsequently been fair valued £2,600,874 based on the closing share price
of Gelion of 24.75p at the Acquisition Date.
The deferred consideration of £400,000 is subject to the retention of the
founder in OXLiD Ltd and will be payable equally over 12, 18 and 24 months,
therefore this part of the arrangement represents post- combination services
and is separate from the business combination (IFRS 3, B55(a) - Continuing
Employment).
OXLiD Ltd contributed £439,977 in other income and £210,773 to losses for
the Group between the date of acquisition and 30 June 2024. If the acquisition
had occurred on 1 July 2023, Group's other income and losses would increase to
£2,653,000 and £8,460,000 respectively for the year to 30 June 2024.
13. Intangible Assets
Patents Trademarks Goodwill Total
£'000 £'000 £'000 £'000
At 30 June 2022 387 29 416
Cost
Additions 4,298 4 - 4,302
Disposals (1,189) - - (1,189)
Write-offs (37) (11) - (48)
Difference on foreign exchange (29) (2) - (31)
At 30 June 2023 3,430 20 - 3,450
Additions 587 1 - 588
Acquisition of a subsidiary 1,326 - 2,804 4,130
Write-offs (1,278) - - (1,278)
Difference on foreign exchange (9) - - (9)
At 30 June 2024 4,056 21 2,804 6,881
Amortisation
At 30 June 2022 54 - - 54
Amortisation 54 - - 54
Difference on foreign exchange (7) - - (7)
At 30 June 2023 101 - - 101
Amortisation 318 - - 318
Write-offs (154) - - (154)
Difference on foreign exchange 2 - - 2
At 30 June 2024 267 - - 267
Carrying amount
At 30 June 2023 3,329 20 - 3,349
At 30 June 2024 3,789 21 2,804 6,614
Of the total patent portfolio as at 30 June 2024 of £3.789 million, £3.77
million relates to Li-S (including OXLiD) and £19k relates to Zinc
technology.
14. Goodwill and Impairment
In accordance with IFRS requirements, the Group performs an annual impairment
test to assess whether goodwill has suffered any impairment. The recoverable
amount is determined using the higher of VIU (value-in-use) and FVLCTS (Fair
Value Less Costs of Disposal) calculations, which involve estimating future
cash flows and applying a discount rate to calculate the present value of
those cash flows.
On 29th November 2023, the Group recognised goodwill of £2,804,447 following
the acquisition of OXLiD.
This goodwill has been fully allocated to the OXLiD Cash Generating Unit (CGU)
on the basis that OXLiD will generate cash flows that are largely independent
of the cash inflows from other subsidiaries within the Group and is considered
as a separate CGU.
The recoverable amount of the OXLiD CGU has been determined from value in use
calculations based on cash flow projections from OXLiD's budget for a
five-year period ending 30 June 2029. Other major assumptions are as follows:
First year of revenue £553,000
WACC 18.11%
Long-term Growth rate 2.0%
Working Capital investment as a % of Revenue Growth 3.0%
Operating Margin 51%
The growth rate and operating margin assumptions applies only to the period
beyond the year 5 given OXLiD is pre-revenue.
Operating margins have been based on future expectations in the light of
anticipated economic and market conditions. Discount rates are based on
management's assessment of specific risks related to the CGU. Growth rates
beyond the first five years are based on economic data pertaining to the
region concerned.
Wage inflation has been based on independent economic data published by the
OECD while market share assumptions reflect the Group's internal estimate.
Based on the value in use assessment, the recoverable amount of the OXLiD CGU
as of 30 June 2024 exceeds the carrying amount. Therefore, no impairment is
required.
15. Property, Plant and Equipment
Office Leasehold improve-
Furniture and equipment Plant and equipment Right-of-use ments
assets Total
£'000 £'000 £'000 £'000 £'000
Cost
At 30 June 2022 75 1,177 410 102 1,764
Additions 12 416 47 28 503
Disposals - (160) - - (160)
Difference on foreign exchange (6) (87) (30) (8) (131)
At 30 June 2023 81 1,346 427 122 1,976
Additions 10 559 32 20 621
Acquisition of a subsidiary 1 19 - - 20
Disposals - (198) (31) (36) (265)
Difference on foreign exchange - (3) (1) - (4)
At 30 June 2024 92 1,723 427 106 2,348
Depreciation
At 30 June 2022 40 261 356 57 714
Charge for the year 18 310 49 32 409
Accumulated depreciation on disposal - (29) - - (29)
Difference on foreign exchange (3) (36) (29) (7) (75)
At 30 June 2023 55 506 376 82 1,019
Charge for the year 17 298 44 23 382
Accumulated depreciation on disposal - (108) - (14) (122)
Difference on foreign exchange - - (1) 1 -
At 30 June 2024 72 696 419 92 1,279
Carrying amount
At 30 June 2023 26 840 51 40 957
At 30 June 2024 20 1,027 8 14 1,069
16. Leases
The Group has lease contracts in respect of leasehold property used in its
operations. These leases have lease terms of between two and three years.
There is no leasehold property recognised by the Group in the two years ended
30 June presented in
these financial statements other than those recognised as right-of-use assets.
Therefore, for the carrying amount of right-of-use assets at each reporting
date and movements in each year ended refer to note 15.
Set out below are the carrying amounts of lease liabilities (included under
trade and other payables) and the movements during each year ended 30 June:
2024 2023
£'000 £'000
Balance as at 1 July 56 56
Additions 32 47
Interest 3 3
Payments (47) (46)
Termination of lease (33) -
Difference on foreign exchange (3) (4)
Balance as at 30 June 8 56
The maturity analysis of lease liabilities is disclosed in note 23.
The following are the amounts recognised in profit or loss:
Year ended 30 June
2024 2023
£'000 £'000
Depreciation expense of right-of-use assets 44 46
Interest expense on lease liabilities 3 3
Total amount recognised in profit or loss 47 49
17. Cash and Cash Equivalents
As at 30 June
2024 2023
£'000 £'000
Cash at bank 3,792 7,268
3,792 7,268
Cash at bank comprises balances held by Gelion Plc, OXLiD Ltd and Gelion
Technologies Pty Limited current bank accounts.
18. Other Receivables
As at 30 June
2024 2023
£'000 £'000
Other receivables:
R&D tax incentive 1,614 1,934
Prepayments 137 172
Restricted cash - Escrow account 133 -
Other debtors 234 8
Total other receivables 2,118 2,114
The amounts are measured at amortised cost using the effective interest method
in line with IFRS 9. There were no term deposits for a period greater than
three months as of June 2024.
R&D tax incentives are granted by the Australian Taxation Office and the
HMRC in the form of tax offsets. The key judgements applied in the recognition
of this receivable are detailed in note 2.20.
Restricted cash in the escrow account represents the first instalment of
deferred consideration of £400,000 payable to the founder of OXLiD.
The Directors consider that the carrying value of other receivables
approximates to their fair value.
19. Trade and Other Payables
Due within one year
As at 30 June
2024 2023
£'000 £'000
Trade payables 795 228
Accruals 290 584
Employee liabilities including employment taxes 157 171
Lease liabilities 8 26
Other payables (GST/VAT) - 48
1,250 1,057
Due in more than one year
As at 30 June
2024 2023
£'000 £'000
Lease liabilities - 27
Provision for long service leave 55 -
55 27
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and continuing costs. The Directors consider that the carrying value
amount of trade and other payables approximates to their fair value. Please
refer to note 23 for further details.
20. Deferred Tax
As at 30 June
2024 2023
£'000 £'000
Deferred tax liabilities 320 -
320 -
Deferred tax liability of £320k represents the carrying amount of the
deferred tax liability recognised on OXLiD's technology-based intangibles at
the time of acquisition, as detailed in note 12.
21. Issued Capital and Reserves
Share capital and premium
Number of Share Share premium
Ref. shares capital
on issue £'000 £'000
Balance as at 1 July 2022 107,134,839 107 20,662
Shares issued during the period a/b 1,197,911 1 74
Exercise of share options 75,000 - 16
Balance as at 30 June 2023 108,407,750 108 20,752
Merger relief reserve (fair value of shares issued on acquisition)
- 11 -
Shares issued during the period c 27,590,709 17 4,083
Cost of shares issued d - - (348)
Exercise of share options 12,144 - -
Balance as at 30 June 2024 136,010,603 136 24,487
a) On 19 October 2022, 1,026,515 Ordinary Shares of £0.001
each were issued to ex-CEO Andrew Grimes (related party transaction) in
exchange for relinquishing 1,830,000 options that had vested.
b) On 13 March 2023, Gelion acquired the University of
Sydney's Lithium Sulfur IP for a total consideration of AUD$130,000, which was
satisfied by the issue of 171,396 Ordinary Shares.
c) On 23 November 2023, 17,082,127 new ordinary shares of
£0.001 have been issued at a price of 24 pence per share. On 29 November
2023, 10,508,582 new ordinary shares of £0.001 have been issued as part of
consideration for acquisition of OXLiD Ltd.
d) Transaction costs incurred in the issuing of shares in the
period ended 30 June 24 of £436,000 of which£348,000 was offset against
share premium and £88,000 was expensed.
Nature and purpose of other reserves
Other reserves
· Share-based payments reserve
The share-based payments reserve is used to recognise the value of
equity-settled share-
based payments provided to employees, including key management personnel, as
part of their remuneration. Refer to note 22 for further details of these
plans.
· Foreign currency translation reserve
The subsidiary's functional currency is AUD and therefore on consolidation a
foreign exchange
gain or loss on translation of net assets is recognised through other
comprehensive income at each reporting date. These gains or losses are
accumulated in a foreign currency translation reserve.
· Capital reduction reserve
Immediately following the Second Bonus Issue in FY22, the balance standing to
the credit of the
share premium account was cancelled and the amount so cancelled was credited
to a distributable reserve called the 'capital reduction reserve'.
· Merger relief reserve
On 29th November 2023, the Company completed the acquisition of 100% of
ordinary shares of OXLiD Ltd. The transaction consideration involved a
combination of cash and the issuance of 10,508,582
ordinary shares in Gelion. The investment was recognised at fair value, and
the excess of the fair value over the nominal value of the issued share
capital is recorded within equity as a merger relief reserve.
Other non-distributable reserves:
Share-based Foreign currency translation reserve Merger relief reserve Total other reserves
payment £'000 £'000 £'000
reserve
£'000
Balance at 1 July 512 - 5,148
2022
4,636
Foreign currency (695) - (695)
translation
-
Share-based payment - - 894
charge
894
Forfeited/cancelled - - (19)
options
(19)
Balance at 30 June (183) - 5,328
2023
5,511
Balance at 1 July (183) - 5,328
2023
5,511
Foreign currency (27) - (27)
translation
-
Merger relief - fair value of shares issued - 2,590 2,590
For OxLiD acquisition
-
Share-based payment - - 986
charge
986
Balance at 30 June (210) 2,590 8,877
2024
6,497
22. Share-based Payments
The Directors recognise the role of the Group's staff in contributing to its
overall success and the importance of the Group's ability to incentivize and
motivate its employees. Therefore, the Directors believe that certain
employees should be given the opportunity to participate and take a financial
interest in the success of the Company, aligning employees' interests with
shareholders and Company goals.
In July 2022, the Board introduced a new Share Option Plan. The plan is
designed to motivate and incentivise key talent to assist the Group in
achieving its strategic aims whilst remaining consistent with its tolerance
for risk, all set within delegated limits set out during the IPO.
These options are structured as nominal cost options. The options will
normally vest in three equal tranches over three years, subject to continued
employment.
On 21 November 2022, 255,951 options were granted that will vest in three
equal tranches, the first anniversary is 31 August 2023, followed by annual
vesting on 31 August 2024 and 31 August 2025. The options were granted with
the exercise price of 0.1 pence and will be exercisable up to the tenth
anniversary of the grant.
On 8 December 2022, 2,704,000 options granted to Mr John Wood and these will
vest in three tranches as follows: 1,622,400 will vest in 12 months from grant
date, 540,800 will vest in 24 months from
grant date and 540,800 will vest in 36 months from grant date. The options
were granted with the
exercise price of 0.1 pence and are exercisable up to the fifth anniversary of
the grant.
On 13 December 2023, 1,637,629 options were granted that will vest in three
equal tranches, the
first anniversary being 31 August 2024, followed by annual vesting on 31
August 2025 and 31 August 2026. The options were granted with the exercise
price of 0.1 pence and will be exercisable up to the tenth anniversary of the
grant.
On 20 December 2023, 949,751 options were granted that have an 18-month
vesting period and will vest in full on 31 May 2025. The options were granted
with the exercise price of 0.1 pence and will be exercisable up to the tenth
anniversary of the grant.
On the 5 February 2024, 200,000 options were granted to Louis Adriaenssens
that have a 12-month vesting period and will vest in full on 4 February 2025.
The options were granted with the exercise price of 0.1 pence and will be
exercisable up to the fifth anniversary of the grant.
Share-based payment expense for the year ended 30 June 24 was £1.0m, an
increase of £0.1m
compared to the prior year. This increase primarily reflects the acceleration
of expense recognition
inherent in the graded vesting schedule of share options granted to employees,
whereby a larger proportion of the total expense is recognised in earlier
vesting periods and decreases in the subsequent years. This expense
recognition pattern aligns with the economics of these awards, as employees
render a greater proportion of the services required to earn the awards during
the initial vesting periods.
For options granted to groups of employees, the estimated number of options
expected to vest has been adjusted downward based on the actual average
attrition rate of 23%. The share- based payment expense for unvested options
is determined by the probability of number of options likely to vest; as a
result, the number of unvested options is reduced to account for the average
attrition rate.
Year ended 30 June
2024 2023
£'000 £'000
Share-based payment expense recognised 986 894
Total share-based payment expense 986 894
Summary of movements in awards:
New Share Option 2021 and prior Orig- inal Share Option Weighted average exercise price
Plan Number
'000s Plan Number £
'000s
Outstanding at 1 July 2022 - 7,563 0.32
Granted 2,960 - 0.00
Forfeited (64) (1,905) 0.32
Exercised - (75) 0.22
Outstanding at 30 June 2023 2,896 5,583 0.21
Exercisable at 30 June 2023 - 5,583 0.32
Granted 2,787 - 0.00
Forfeited/Cancelled (115) - 0.00
Exercised (12) - 0.00
Outstanding at 30 June 2024 5,556 5,583 0.16
Exercisable at 30 June 2024 1,674 5,583 0.24
The range of exercise prices for options outstanding at the end of the year
was £0.001 to £1.45 (2023:
£0.001 to £1.45).
The weighted average remaining contractual life for the share options
outstanding as at 30 June 2024 was 5.55 years (2023: 7.02 years).
Of the total number of options outstanding at 30 June 2024, 7,256,964 (2023:
5,582,795) had vested and were exercisable.
The weighted average fair value of the options granted in the year was £0.24
(2023: £0.52).
The Black-Scholes option pricing model was used to value the share-based
payment awards granted in the year as it was considered that this approach
would result in materially accurate estimate of the fair value of options
granted. The following table lists the inputs to the models used for share
option plans:
2024 2023*
Weighted average fair values at the measurement date £0.24 £0.52
Weighted average exercise price £0.001 £0.001
Expected volatility (%) n/a n/a
Risk-free interest rate (%) n/a n/a
Expected life of share options (years) 10 10
*2024 Options that were granted represent nominal cost options with an
exercise price of £0.001. Nominal cost options fair value, under the
Black-Scholes option pricing model, equals the share price at grant date,
therefore expected volatility and risk-free interest rate have no impact on
the valuation. In the year ended 30 June 2024 2,787,380 options (2023:
2,959,951) were granted at an exercise price of £0.001 (2023: £0.001). The
total share-based payment expense for the year was £986,000 (2023:
£894,000).
23. Financial Instruments and Risk Management
Capital risk management
The Group manages its capital to ensure it will be able to continue as a going
concern while maximising the return to stakeholders. The overall strategy of
the Group is to minimise costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity
holders of the Group, comprising issued share capital, and retained earnings
as disclosed in the Consolidated Statement of Changes of Equity.
The Group is exposed to a number of risks through its normal operations, the
most significant of which are credit, currency and liquidity risks. The
management of these risks is vested to the Board of Directors.
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 and arises principally from the Group's receivables from
customers. Indicators that there is no reasonable expectation of recovery
include, amongst others, failure to make contractual payments for a period of
greater than 120 days past due. There were no receivables from customers as at
end of June 2024.
The carrying amount of financial assets represents the maximum credit
exposure.
The principal financial assets of the Group are bank balances including
short-term deposits. The Group deposits surplus liquid funds with counterparty
banks that have high credit ratings, and the Directors consider the credit
risk to be minimal. The Group's maximum exposure to credit by class of
individual
financial instrument is shown in the table below:
As at 30 June
2024 2024 2023 2023
Carrying Maximum exposure Carrying Maximum
value £'000 value exposure
£'000 £'000 £'000
Cash and cash equivalents 3,792 3,792 7,268 7,268
3,792 3,792 7,268 7,268
As at 30 June
2024 2024 2023 2023
Rating Cash at bank Rating Cash at Bank
£'000 £'000
Royal Bank of Scotland A+ 3,671 A+ 4,237
HSBC UK A+ 31 -
Commonwealth Bank of Australia A+ 90 A+ 3,031
3,792 7,268
The Group monitors the credit ratings of counterparties regularly and at the
reporting date does not expect any losses from non-performance by the
counterparties. For all financial assets to which the impairment requirements
have not been applied, the carrying amount represents the maximum exposure to
credit loss.
Currency risk
The Group operates in a global market with income and costs possibly arising
in a number of currencies (AUD, USD, EUR) and is exposed to foreign currency
risk arising from commercial transactions, acquiring fixed assets and raw
materials, as well as translation of net investment in foreign subsidiaries.
Exposure to commercial transactions arise from sales or purchases by operating
companies in currencies other than the companies' functional currency.
Currency exposures are reviewed regularly. The Group has signed an agreement
with financial institution in FY23, to set forward exchange rate contracts to
provide certainty in terms of cash flow forecasts.
The Group has a limited level of exposure to foreign exchange risk through
their foreign currency denominated cash balances and a portion of the Group's
costs being incurred in Australian Dollar.
Accordingly, movements in the Great British Pounds exchange rate against these
currencies could have a detrimental effect on the Group's results primarily
for reporting purposes.
Currency risk is managed by maintaining some cash deposits in currencies other
than Great British Pounds, particularly those currencies where future
expenditure is forecasted. The table below shows the currency profiles of cash
and cash equivalents:
As at 30 June
2024 2023
£'000 £'000
US Dollars 3 317
Great British Pounds 2,901 1,593
Australian Dollars 888 5,358
3,792 7,268
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will have sufficient
liquidity to meet its
liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group's
reputation.
The Group seeks to manage liquidity risk by regularly reviewing cash flow
budgets and forecasts to
ensure that sufficient liquidity is available to meet foreseeable needs and to
invest cash assets safely and profitably. The Group deems there is sufficient
liquidity for the foreseeable future.
The Group had cash and cash equivalents at period end as below:
As at 30 June
2024 2023
£'000 £'000
Cash and cash equivalents 3,792 7,268
3,792 7,268
The table below sets out the maturity profile of the Group's financial
liabilities at each year end:
Year ended 30 June 2024
Due in less than one month Due between Due between three months and one year Due between Total
one and three months one year and £'000
five years
£'000 £'000 £'000 £'000
Trade and other payables 1,242 - - - 1,242
Lease liabilities 3 5 - - 8
Provision for Long Service Leave - - - 55 55
1,245 5 - 55 1,305
Year ended 30 June 2023
Due in less than one month Due between Due between three months and one year Due between one year and five years Total
one and three months £'000
£'000 £'000 £'000 £'000
Trade and other payables 1,031 - - - 1,031
Lease liabilities 4 9 12 27 53
1,035 9 12 27 1,084
24. Capital Commitments
There were no capital commitments as at 30 June 2024 and 30 June 2023.
25. Related Party Transactions
Other than the remuneration to key management personnel outlined in note 10 of
these financial statements, there are the following related party
transactions:
Management and R&D service fees of £88,201 (2023: £91,757) were paid to
Thomas Maschmeyer Consulting Pty Ltd, a company with a common director (Prof
Thomas Maschmeyer).
Remuneration of £25,448 (2023: £6,031) was paid to a fixed term employee for
services provided to the
company. The employee is a related person of a Group Director. FY24 expense
reflects the full year impact whereas in FY23, the employee was involved for
part of the year.
Remuneration of key management personnel
The remuneration of the Directors, who are the key management personnel of the
Group, is set out in aggregate in note 10 for each of the categories specified
in IAS 24.
26. Events Subsequent to Year End
Equity fundraising through new ordinary shares
On 20 December 2024, the company announced that it has successfully raised
gross proceeds of £1.7 million via the issue of 11,397,837 new ordinary
shares at a price of 15 pence per share.
Subsequent to this capital raise, the Directors have confirmed that they
intend to subscribe for, in aggregate, 1,033,330 new ordinary shares at the
issue price following publication of the Company's financial results for the
year ended 30 June 2024 raising gross proceeds of £0.1 million. The Company
has therefore raised, in aggregate, gross proceeds of approximately £1.8
million through the capital raise round.
27. Control
In the opinion of the Directors there is no single ultimate controlling party.
28. Alternative Performance Measures (APM)
The below non-IFRS performance measures have been used. These measures are
additional to IFRS
measures and may not be comparable with other companies. APMs should not be
viewed in isolation but as a supplementary information.
In determining whether an item should be presented as an allowable adjustment
to IFRS measures, the Group considers items which are significant either
because of their size or their nature, and which are
non-recurring. For an item to be considered as an allowable adjustment to IFRS
measures, it must initially meet at least one of the following criteria:
· It is a significant item, which may cross more than one
accounting period.
· It has been directly incurred as a result of either an
acquisition/divestment or arises from a major business change.
· It is unusual in nature, e.g. outside the normal course of
business.
If an item meets at least one of the criteria, the Board, through the Audit
and Risk Committee, then exercises judgement as to whether the item should be
classified as an allowable adjustment to IFRS performance measures. These
adjustments have been defined as:
A. Capital raising and acquisition related costs - Costs incurred in
relation to capital raising, acquisition or divestment
B. Loss on disposal of fixed assets and write-off of IP intangibles
C. Share-based payments expense - Non-cash employee incentives
Use: Provides a consistent measure of the profits from the core business
activities. The Company believes these APMs are widely used by securities
analysts, investors and other interested parties to evaluate the profitability
of companies. This measure is closely tracked by management to evaluate the
Company's operating performance and to make financial, strategic and operating
decisions and because it may help investors to understand and evaluate, in the
same manner as management, the underlying trends in the Company's operational
performance on a comparable basis, period on period.
Measures
1. Adjusted EBITDA loss is calculated by excluding Capital
raising and acquisition related costs, Loss on disposal of fixed assets and
write-off of IP intangibles, Share-based payments and Depreciation and
Amortisation from Operating loss:
Reconciliation:
Year ended 30 June
2024 2023
£'000 £'000
Operating loss (8,105) (7,557)
Adjustments
Loss on disposal of fixed assets and write-off of IP intangibles 1,236 186
Share-based payments expense 986 894
Depreciation and amortisation 700 463
Capital raising and acquisition related costs 363 80
Adjusted EBITDA loss (4,820) (5,934)
2. Adjusted Operating loss is calculated by excluding Loss on
disposal of fixed assets and write-off of IP intangibles and Capital raising
and acquisition related costs from Operating loss.
Reconciliation:
Year ended 30 June
2024 2023
£'000 £'000
Operating loss (8,105) (7,557)
Loss on disposal of fixed assets and write-off of IP intangibles 1,236 186
Capital raising and acquisition related costs 363 80
Adjusted Operating loss (6,506) (7,291)
3. Adjusted loss after taxation is calculated by excluding
non-recurring expenses from reported loss from ordinary activities after
taxation.
Reconciliation:
Year ended 30 June
2024 2023
£'000 £'000
Loss on ordinary activities after taxation (7,948) (7,407)
Loss on disposal of fixed assets and write-off of IP intangibles 1,236 186
Capital raising and acquisition related costs 363 80
Adjusted loss after taxation (6,349) (7,141)
4. Pro forma cash and cash equivalents are calculated by
including R&D tax incentive receivables from the Australian and UK
governments.
Reconciliation:
Year ended 30 June
2024 2023
£'000 £'000
Cash and cash equivalents 3,792 7,268
R&D tax incentive receivable from the Australian Government 1,557 1,934
R&D tax credits from the UK Government 57 -
Pro forma cash and cash equivalents 5,406 9,202
Parent Company Balance Sheet
As at 30 June
Notes 2024 2023
£'000 £'000
Assets
Non-current assets
Investment in subsidiary 4 26,446 24,589
Current assets
Cash and cash equivalents 3,671 4,237
Other receivables 5 392 79
Total assets 30,509 28,905
Liabilities
Current liabilities
Trade and other payables 6 315 172
Total liabilities 315 172
Net assets 30,194 28,733
Equity
Issued capital 7 136 108
Share premium account 7 24,487 20,752
Share-based payment reserve 7 6,496 5,510
Capital reduction reserve 7 11,194 11,194
Merger relief reserve 2,511 -
Accumulated losses (14,630) (8,831)
Total equity 30,194 28,733
As permitted by Section 408 of the Companies Act 2006, no income statement or
statement of comprehensive income is presented for the Company.
The financial statements of Gelion Plc, company registration number 09796512,
were approved by the Directors and authorised for issue on 24 December 2024.
Parent Company Statement of Changes in Equity
Capital reduc- Share- based payment reserve
Accu- mulated losses tion Merger relief reserve
Share capital Share premium reserve
Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 July 2022 107 20,662 (937) 11,194 4,635 - 35,661
Total comprehensive loss - - (7,894) - - - (7,894)
Contributions by and distributions to owners:
Share-based payment charge - - - - 894 - 894
Shares issued during the period 1 73 - - - - 74
Forfeited/cancelled options - - - - (19) - (19)
Exercise of share options - 17 - - - - 17
Total contributions by 90 - - 875 - 966
1
and distributions to owners
Balance at 30 June 2023 108 20,752 (8,831) 11,194 5,510 - 28,733
Balance at 1 July 2023 108 20,752 (8,831) 11,194 5,510 - 28,733
Total comprehensive loss - - (5,799) - - - (5,799)
for the period
Contributions by and distributions
to owners:
Merger relief reserve (fair value of - - - - 2,511 2,522
shares issued on acquisition)
11
Share-based payment charge - - - - 986 - 986
Shares issued during the period 17 4,083 - - - - 4,100
Costs of share (348) - - - - (348)
issued -
Exercise of share - - - - - -
options -
Total contributions by 28 3,735 - - 986 2,511 7,260
and distribution to owners
Balance at 30 June 2024 24,487 (14,630) 11,194 6,496 2,511 30,194
136
1. General Information
Gelion Plc ('Gelion' or the 'Company') is a 100% owner of an Australian
subsidiary that conducts research and development in respect of an innovative
battery system and associated industrial design and manufacturing.
Gelion is a public limited company, limited by shares, incorporated and
domiciled in England and Wales. The Company was incorporated on 26 September
2015. The registered office of the Company is at c/o Armstrong, Level 4 LDN:W,
3 Noble Street London EC2V 7EE. The registered company number is 09796512.
Gelion Plc was incorporated as Gelion UK Ltd. On 12 November 2021, the Company
was re-registered as a public limited company under the Companies Act and its
name was changed to Gelion Plc.
The Board, Directors and management referred to in this document refers to the
Board, Directors and management of Gelion.
2. Accounting Policies
2.1 Basis of preparation
These separate financial statements have been prepared in accordance with
Financial Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101).
The financial statements have been
prepared under the historical cost convention and in accordance with the
Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires
the use of certain critical accounting estimates. It also requires Group
management to exercise judgement in applying the Group's accounting policies.
The areas where significant judgements and estimates have been made in
preparing the financial statements and their effect are disclosed in note 2.20
of the consolidated financial statements.
The following exemptions from the requirements of IFRS have been applied in
the preparation of these financial statements, in accordance with FRS 101:
• Paragraphs 45(b) and 46 to 52 of IFRS 2 - Share-Based
Payment
• IFRS 7 - Financial Instruments (Disclosures)
• Paragraphs 91 to 99 of IFRS 13 - Fair Value
Measurement
• The following paragraphs of IAS 1 - Presentation of
Financial Statements
• 10(d) - Statement of cash flows
• 16 - Statement of compliance with all IFRS
• 38A - Requirement for minimum of two primary
statements, including cash flow statements
• 38B-D - Additional comparative information
• 111 - Statement of cash flows information
• 134-136 - Capital management disclosures
• IAS 7 - Statement of cash flows
• Paragraph 17 of IAS 24 - Related party disclosures
relating to key management personnel
• The requirement of IAS 24 - Related party transactions
relating to transactions between group members
These financial statements are presented in Great British Pounds (GBP) unless
otherwise stated, which is the Company's presentational and functional
currency. Amounts are rounded to the nearest thousand, unless otherwise
stated.
2.2. Significant accounting policies
The accounting policies of the Company are the same as those of the Group
which are set out in the relevant Notes to the Consolidated Financial
Statements, except that it has no policy in respect of consolidation and
investments in subsidiaries are carried at historical cost, less any
provisions
for impairment.
2.3. Critical judgements and key sources of estimation uncertainty
As noted in note 2.20 to the consolidated financial statements the preparation
of the financial
statements requires management to make estimates and assumptions that affect
the reported amount
of revenues, expenses, assets and liabilities and the disclosure of contingent
liabilities. Company specific critical judgements are as follows:
- Impairment of investments in subsidiaries.
The Company is making significant investments into Gelion Technologies Pty and
OXLiD Ltd to
assist with the development and deployment of its technologies. In assessing
the carrying value of this asset for impairment, the Directors will at the end
of each reporting period assess whether there is any
indication that an asset may be impaired including the Investment in
Subsidiary. The assessment will consider indications for potential impairment
and assess the impairment amount with reference to the recoverable amount and
carrying amount of the asset.
2.4. Share-based payments
The Group provides benefits to its employees in the form of share-based
payments, whereby employees render services in exchange for shares or rights
over shares (equity-settled transactions) in the parent entity as per note
2.14 of the consolidated financial statements. The only difference to that
policy is that the costs relating to share-based payments is capitalised in
the parent as part of the investment in the Group's subsidiaries, as it
relates to employees of those subsidiaries.
3. Results for the Year
The Company recorded a loss for the financial year ended 30 June 2024 of
£5,799,000 (2023: loss
£7,894,000). The auditors' remuneration for audit and other services is
disclosed in note 7 to the
consolidated financial statements.
4. Investments in Subsidiaries
The following were subsidiary undertakings of the Group:
Name Registered office Class of shares Holding
Gelion Technologies Pty Limited Australia Ordinary A 100%
OXLiD Ltd UK Ordinary A 100%
Battery Minerals Ltd UK Ordinary A 100%
The shareholdings are held directly.
The registered office of Gelion Technologies Pty Limited is Level 16, 101
Miller Street, North Sydney, NSW 2060.
The registered office of OXLiD Ltd and Battery Minerals Ltd is c/o Armstrong,
Level 4 LDN:W, 3 Noble Street London EC2V 7EE.
Gelion Technologies Pty Ltd OXLiD Ltd Total
£'000 £'000 £'000
Cost
At 30 June 2022 28,233 - 28,233
Additions - equity subscription 2,482 - 2,482
Additions - share-based payment charge 894 - 894
Less - options cancelled (19) - (19)
At 30 June 2023 31,590 - 31,590
Additions - acquisition of a subsidiary - 3,772 3,772
Additions - equity subscription 1,562 300 1,862
Additions - share-based payment charge 895 91 986
At 30 June 2024 34,047 4,163 38,210
Impairment
At 30 June 2022 - - -
Impairment 7,001 - 7,001
At 30 June 2023 7,001 - 7,001
Impairment 4,763 - 4,763
At 30 June 2024 11,764 - 11,764
Carrying amount
At 30 June 2023 24,589 - 24,589
At 30 June 2024 22,283 4,163 26,446
Share-based payment charges capitalised relate to the share-based payment
charges incurred by the parent company for options granted by the parent to
the employees of the subsidiary.
As for the impairment of the investment, please refer further to note 4.1.
4.1. Impairment of Investment in Subsidiaries
The Company tests the net recoverable amounts of assets annually for
impairment, or more frequently if there are indicators of impairment. During
the year, Management considered the recoverability of its investments in
subsidiaries, which is disclosed in note 4. The subsidiaries continue to
operate, incurring research and development activity and generate losses,
which is seen as temporary. The fair value measurement of the investments is
classified as Level 1 under IFRS 13.
Gelion Technologies Pty Limited is responsible for majority of the Group
activities. As such, this single cash generating unit contributes
significantly to the market capitalisation of the Group (and parent company,
listed on AIM).
Since the Company is pre-revenue, the directors do not think the value in use
to be an appropriate measure to determine recoverable amount. Th directors
have therefore considered the market capitalisation less relevant adjustments
as a proxy in the 'fair value less costs to sell' assessment.
The market capitalisation of the Group on 30 June 2024 was £30.2 million
(136,010,603 shares at the
share price of 22.2 pence). Certain adjustments were made to the market
capitalisation being the cash balance (£3.7 million) and net receivables
(£0.1 million) in the parent company at 30 June 2024 resulting in the
indicative carrying value of £26.4 million.
In comparing the cost of the total investment (£31.2 million), the indicative
carrying value of £26.4 million represents an impairment of £4.8 million to
be recognised in the current year. If this exercise was undertaken on 31
October 2024, the impairment would increase by £3.6 million to £8.4 million.
Management considered the investment in OXLiD Ltd for impairment and concluded
that there is
no impairment as of 30 June 2024. As a separate CGU, its recoverable amount
exceeds its carrying value, as detailed in Note 14.
Battery Minerals Ltd was incorporated on 16 February 2024, and there is a £1
investment in Battery Minerals Ltd as of 30 June 2024.
The Company will continue to assess the recoverable amount of its investments
in subsidiaries annually or whenever there are indications of impairment, in
accordance with IAS 36. Any subsequent changes in the recoverable amount and
impairment losses will be recognized in the financial statements in the
periods in which they occur.
5. Trade and Other Receivables
As at 30 June
2024 2023
£'000 £'000
Amounts receivable from Group companies 198 -
Restricted cash - Escrow account 133 -
Prepayments 19 50
Other debtors 42 29
392 79
Restricted cash in the escrow account represents the first instalment of
deferred consideration of
£400,000 payable to the founder of OXLiD.
The amounts are measured at amortised cost using the effective interest method
in line with IFRS 9.
There were no term deposits for a period greater than three months as of June
2024.
6. Trade and Other Payables
Due within one year
As at 30 June
2024 2023
£'000 £'000
Trade payables 231 28
Amounts owed to Group companies - 59
Accruals 84 85
315 172
7. Share Capital
Details of the Company's share capital are as set out in note 21 to the
consolidated financial statements.
Details of the Company's share premium account and other reserves are as set
out in note 21 to the consolidated financial statements.
Details of the movements in retained earnings are set out in the parent
company Statement of Changes in Equity.
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 EAKAKALNLFFARecent news on Gelion
See all newsREG - Gelion PLC - Director/PDMR Shareholding - Grant of Options
AnnouncementREG - Gelion PLC - Notice of Presentation
AnnouncementREG - Gelion PLC - Result of Retail Offer
AnnouncementREG - Gelion PLC - Execution of Materials Testing Agreement
AnnouncementREG - Gelion PLC - Result of Placing and Subscription
Announcement