REG - Tan Delta Systems - Full year results for 12 months ended 31 Dec 2025
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RNS Number : 7317G Tan Delta Systems PLC 03 June 2026
Tan Delta Systems plc
("Tan Delta", or the "Company")
Full year results for the twelve months ended 31 December 2025
Tan Delta (AIM:TAND), a leading provider of intelligent real time sensor based
monitoring and maintenance systems for commercial and industrial equipment,
announces its audited results for the twelve months ended 31 December 2025.
FINANCIAL HIGHLIGHTS
· Revenue of £1.22 million (2024: £1.22 million)
· Gross profit margin of 60% (2024: 62%)
· Adjusted loss before tax* of £1.55 million (2024: £1.14
million)
· Cash balances of £1.49 million as at 31 December 2025 (31
December 2024: £3.08 million), with no bank debt at either year end.
COMMERCIAL HIGHLIGHTS
· Commercial opportunity pipeline increased to over £75 million
(2024: £35 million)
· Multiple paid-for customer evaluations progressing towards
potential fleet-wide rollouts
· Strategic agreement signed with global oil producer
· Second phase evaluation initiated with the world's largest online
retailer
· Continued engagement with major global OEMs and industrial
operators
* Adjusting costs of £0.04 million (2024: £0.04 million) comprising share
options costs.
For enquiries, please contact:
Tan Delta Systems plc +44 845 094 8710
Chris Greenwood, CEO
John Higginbottom, CFO & COO
Zeus (Nominated Adviser and Broker) +44 203 829 5000
James Hornigold, Ed Beddows, Alex Slater (Investment Banking)
Nick Searle (Equity Capital Markets)
CHIEF EXECUTIVE OFFICER'S STATEMENT
This year has seen continued solid progress towards largescale rollouts and
widescale market adoption. Multiple customers are progressing paid-for
evaluations of our real time oil analysis solutions with a view to future
fleet rollouts and long term adoption. We currently have visibility of future
prospects potentially worth more than £75 million.
Revenue for 2025 was £1.22 million (2024: £1.22 million) with a gross profit
margin of 60% (2024: 62%), resulting in an adjusted loss for the period of
£1.55 million (2024: £1.14 million). The increased loss reflects increased
overheads to support expanding customer trial support activities. As at 31
December 2025, the Company has no bank debt and cash balances were £1.49
million.
Industrial and commercial equipment operators are understandably cautious when
adopting technologies that may become embedded within their maintenance and
operational practices for many years. As a result, the path to full deployment
typically involves a structured process of evaluation, technology validation,
operational testing, and rollout planning. While this creates longer sales
cycles, it also establishes a robust foundation for long-term customer
relationships and large-scale adoption.
Against this backdrop, I am pleased to report that Tan Delta Systems plc has
continued to make significant progress. Market awareness of our technology is
increasing, the number of active customer evaluations continues to grow, and
we have a healthy pipeline of prospects at various stages of the assessment
and deployment process. This momentum is reflected in the value of visible
rollout opportunities, where customers are engaged in paid evaluation
programmes, which increased from approximately £35 million in 2024 to more
than £75 million in 2025.
Supporting these opportunities has required increased operational focus and
customer engagement. Our teams have dedicated considerable effort to ensuring
customers receive the technical and commercial support necessary to
successfully evaluate our technology and build confidence for wider
deployment. This increased activity is reflected in our overhead costs during
the year.
Several notable milestones were achieved during the period. These included a
major global e-commerce operator progressing to a second phase of evaluation
across multiple sites, the commencement of a programme with one of the world's
leading baggage handling companies to monitor gear motors used in conveyor
systems, and the signing of a strategic agreement with Shell Marine. Together,
these initiatives demonstrate the broad applicability of our technology across
multiple industrial sectors and asset types.
As customer engagement has expanded, our principal operational challenge has
been ensuring that we have sufficient resources to support the growing number
of evaluations and prepare for anticipated future rollouts. Accordingly, we
have prioritised investment in customer support, deployment readiness, and
operational capability, while moderating expenditure on new product
development activities during the period.
The long-term fundamentals underpinning our business remain highly attractive.
Equipment operators across industries continue to face increasing pressure to
reduce operating costs, improve reliability, extend asset life, and meet
sustainability objectives. Our strategy remains focused on supporting
customers through evaluation, validation, and deployment, while building a
growing base of reference customers that can accelerate wider market adoption.
As real-time oil condition monitoring becomes increasingly recognised as a
critical component of predictive maintenance programmes, we expect customer
references and successful deployments to contribute to shorter sales cycles
and broader commercial adoption over time.
While the timing of customer deployment decisions remains difficult to predict
with precision, we expect a number of ongoing evaluations to progress towards
commercial rollout decisions during late 2026, with adoption expected to build
thereafter.
Finally, I would like to express my sincere gratitude to our employees,
shareholders, customers, suppliers, and fellow Board members. Their continued
support, commitment, and belief in our vision have been instrumental in the
progress achieved to date. Together, we remain focused on building a
sustainable, scalable business that delivers long-term value for all
stakeholders.
STRATEGIC REPORT
The directors present their strategic report for the year ended 31 December
2025.
BUSINESS REVIEW
The principal activity of Tan Delta Systems plc is the development and supply
of oil condition monitoring equipment into a diverse range of global markets,
delivering services that enable operators of rotating equipment, from trucks
and ships to generators and wind turbines, to reduce oil consumption,
maintenance costs, breakdowns and carbon footprint.
The Key Performance Indicators (KPIs) used by the Board to monitor performance
are revenue growth, gross profit margin, adjusted profit margin and cash
conversion. These measures are in line with the Company's strategic objectives
of delivering profitable growth which in turn drive shareholder value.
MARKET REVIEW
Industrial operators are increasingly adopting predictive maintenance and
real-time condition monitoring technologies to improve reliability, reduce
maintenance costs and support operational efficiency objectives.
Across industrial sectors there is a growing focus on reducing downtime,
extending equipment life and improving sustainability outcomes through better
use of operational data and real-time monitoring solutions.
The Company continues to focus on sectors where the operational and commercial
benefits of condition monitoring are most compelling, including power
generation, mining, industrial equipment, marine and transportation.
Tan Delta Systems plc has strategically targeted key sectors, including Power
Generation, Mining, Commercial Marine, Agriculture, and Transportation. Our
product offering is continuously refined to address the specific needs and
challenges of these markets, delivering clear and compelling value
propositions that drive the adoption of our sensing technology.
Section 172 and Stakeholder Engagement
Ensuring meaningful engagement with stakeholders is crucial for our
achievements, enabling the Board and management to enhance decision-making.
The Board acknowledges its duty to comprehend and weigh stakeholder
perspectives in its decision-making framework, steadfast in cultivating
productive business connections. Tan Delta Systems plc's strategy regarding
stakeholder engagement and our Section 172 Statement can be found on page 13.
FINANCIAL REVIEW
Whilst revenue was consistent (2025: £1.22 million, 2024: £1.22 million),
the Company saw a significant improvement in convertible pipeline
opportunities. Although conversion in 2025 was lower than anticipated, the
opportunities still exist and we remain focused on order acquisition in 2026.
Revenue
Revenue in the year was generated by sales of oil condition monitoring
equipment from a wide range of customers and sectors.
We saw a decrease in revenue achieved in the UK due to a slower than expected
roll out with a number of customers. Annual revenue for Europe and Rest of the
World increased by 6% on average in 2025.
Gross profit
Gross profit margin decreased from 62% in 2024 to 60% in 2025, whilst ensuring
that our product offering has an attractive return for our customers.
Inflation on supply was reduced compared to previous years and any future cost
pressure is expected to be passed on through pricing and mitigated by good
supply chain management. Since year end, there has been a comprehensive review
of all price lists which will help maintain margins at historical levels.
Operating expenses
Operating expenses grew (2025: £2.40 million, 2024: £2.09 million) due to
the full year effect of additional costs incurred during 2024 as the business
established the right structure to support growth plans.
Reported loss/profit before tax
The reported loss before tax was £1.59 million in 2025 (2024: £1.17
million). During the year, operating expenses increased because of investments
in sales, marketing, and product development. Interest income was £0.09
million lower than 2024.
Finance income and expenses
Cash reserves were invested in interest earning bank accounts generating
interest income of £0.08 million (2024: £0.17 million).
Interest expense was accounted for on the right of use asset in accordance
with IFRS 16.
Cash
The year-end cash balance for 2025 was £1.49 million (2024: £3.08 million).
Accounting policies
The financial information has been prepared consistently in accordance with
the UK adopted International Accounting Standards.
Use Of Non-GAAP Financial Performance Measures
This Annual Report and Financial Statements include certain alternative
performance measures that are not defined by UK‑adopted International
Financial Reporting Standards ('IFRS'). The directors consider that these
measures, when presented alongside the most directly comparable IFRS measures,
provide useful additional information to shareholders and enhance an
understanding of the Group's financial performance. Management uses these
measures, together with the related IFRS measures, to monitor and assess the
Group's operational performance. Alternative performance measures should not
be considered in isolation or as a substitute for information presented in
accordance with IFRS.
The following table provides a reconciliation of the alternative performance
measures to the most directly comparable IFRS measures.
12 months ended 12 months ended
31-Dec-25 31-Dec-24
Adjusted operating loss before tax
Reported operating loss (1,666,659) (1,337,051)
Non-underlying items:
Share Option Costs (41,007) (36,905)
Adjusted operating loss (1,625,652) (1,300,146)
Adjusted loss before tax
Reported loss (1,592,312) (1,173,402)
Non-underlying items:
Share Option Costs (41,007) (36,905)
Adjusted loss (1,551,305) (1,136,497)
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED
31 DECEMBER 2025
Note 12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Revenue 4 1,222,256 1,215,328
Cost of sales (485,007) (460,990)
Gross profit 737,249 754,338
Administrative expenses 5 (2,403,908) (2,091,389)
Loss from operations
Adjusting items (included in administrative expenses) 6 (41,007) (36,905)
Loss from operations excluding adjusting items (1,625,652) (1,300,146)
Total loss from operations (1,666,659) (1,337,051)
Interest expense 7 (1,778) (2,612)
Interest income 8 76,125 166,261
Loss before tax
Adjusting items (included in administrative expenses) (41,007) (36,905)
Loss before tax excluding adjusting items (1,551,305) (1,136,497)
Loss before tax (1,592,312) (1,173,402)
Taxation 9 12,961 5,682
Loss for the period attributable to equity holders of the Company (1,579,351) (1,167,720)
Other comprehensive income
Total other comprehensive income - -
Total comprehensive loss for the period attributable to equity holders of the (1,579,351) (1,167,720)
Company
Basic and diluted earnings per share 10 (0.02) (0.02)
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
Note As at As at
31-Dec-25 31-Dec-24
£ £
Non-current assets
Intangible assets 11 57,626 111,928
Right of use asset 12 40,153 66,922
Property, plant and equipment 13 64,745 73,923
162,524 252,773
Current assets
Inventories 14 554,264 733,136
Trade and other receivables 15 381,817 309,619
Cash and cash equivalents 16 1,490,049 3,083,552
2,426,130 4,126,307
Total assets 2,588,654 4,379,080
Current liabilities
Trade and other payables 17 291,075 514,936
Short term lease liability 18 29,080 28,221
320,155 543,157
Non-current liabilities
Long term lease liability 18 14,869 43,949
14,869 43,949
Total liabilities 335,024 587,106
Net assets 2,253,630 3,791,974
Equity attributable to equity holders of the Company
Ordinary share capital 19 73,224 73,224
Share premium account 20 5,426,204 5,426,204
Other reserves 21 97,001 55,994
Retained earnings 20 (3,342,799) (1,763,448)
Total equity 2,253,630 3,791,974
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
£ Share capital Share premium account Other reserves Retained losses Total equity
Balance at 1 January 2024 73,224 5,426,204 19,089 (595,728) 4,922,789
Ordinary share capital - - - - -
Comprehensive income:
Loss for the period - - - (1,167,720) (1,167,720)
Share option costs - - 36,905 - 36,905
Balance at 31 December 2024 73,224 5,426,204 55,994 (1,763,448) 3,791,974
Balance at 1 January 2025 73,224 5,426,204 55,994 (1,763,448) 3,791,974
Ordinary share capital - - - - -
Comprehensive income:
Loss for the period - - - (1,579,351) (1,579,351)
Share option costs - - 41,007 - 41,007
Balance at 31 December 2025 73,224 5,426,204 97,001 (3,342,799) 2,253,630
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
Note 12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Cash flows from operating activities
Loss / Profit before Tax (1,592,312) (1,173,402)
Adjustments for non-cash/non-operating items:
Depreciation 22,153 25,231
Amortisation of intangible assets 54,302 51,911
Amortisation of right of use assets 26,769 26,768
Taxation 12,961 5,682
Share Options Costs 41,007 36,905
Interest income (76,125) (166,261)
Interest expense 1,778 2,612
Operating cash flows before movements in working capital (1,509,467) (1,190,554)
Decrease / (increase) in inventories 178,872 (367,803)
Increase in trade and other receivables (72,198) (34,974)
(Decrease) / increase in trade and other payables (223,861) 49,096
Net cash used in from operating activities (1,626,654) (1,544,235)
Cash flows from investing activities
Investment in property, plant and equipment (12,974) (43,474)
Investments in intangible assets - (20,003)
Proceeds from investments in Bank 76,125 166,261
Net cash from / (used in) investing activities 63,151 102,784
Cash flows from financing activities
Repayment of lease liabilities (30,000) (30,000)
Net cash from / (used in) financing activities (30,000) (30,000)
Net increase / (decrease) in cash and cash equivalents (1,593,503) (1,471,451)
Cash and cash equivalents at the beginning of the period 3,083,552 4,555,003
Cash and cash equivalents at the end of the period 16 1,490,049 3,083,552
4. Revenue from contract customers
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
United Kingdom 346,151 385,068
Europe 428,773 391,350
Rest of the World 447,332 438,910
1,222,256 1,215,328
Segmental reporting
The Chief Operating Decision Maker ("CODM") has been identified as the
directors. The CODM reviews the Company's internal reporting in order to
assess performance and allocate resources. The CODM has determined that there
is one single operating segment, being the manufacture and sale of oil
sensors.
5. Administrative expenses by nature
Included in Administrative expenses is auditors' fees of £67,850 (2024:
£59,631). There are no non audit fees in either year. Employee benefits and
expenses (including directors) were £1,592,593 in 2025 (2024: £1,261,265).
During the year ended 31 December 2025, the Company capitalised staff costs of
£nil (2024: £20,003). This amount has been included within intangibles in
the statement of financial position. Research and development expenditure
recognised as an expense in 2025 is £53,405 (2024: £25,757).
Directors' remuneration
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Directors' emoluments
Salaries and benefits 370,000 299,538
Pension contributions 15,500 12,385
385,500 311,923
Directors' remuneration continued
In 2025 the highest paid director received £157,500 (2024: £136,500). There
was no compensation for loss of office for the directors that resigned during
the year.
In 2023, the Company granted 1,253,745 share options to two Executive
directors, in line with the disclosures set out in the Company's Admission
Document. The options have an exercise price of 26p. Steve Johnson's options
(250,749 shares) were cancelled on 5 July 2024.
Opening number of shares granted Awards lapsed /surrendered /cancelled in the year Number of awards over shares at the end
2025
Executive directors
Chris Greenwood 1,002,996 - 1,002,996
Total 1,002,996 - 1,002,996
2024
Executive directors
Chris Greenwood 1,002,996 - 1,002,996
Steve Johnson 250,749 (250,749) -
Total 1,253,745 (250,749) 1,002,996
Total remuneration inclusive of directors
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Salaries and benefits 1,396,761 1,143,467
National Insurance 141,352 94,611
Pension contributions 54,480 43,190
Total remuneration 1,592,593 1,281,268
Less: capitalised product development costs - 20,003
1,592,593 1,261,265
Average number of employees (including directors)
12 months ended 12 months ended
31-Dec-25 31-Dec-24
Employees (including directors) 20 15
6. Adjusting items
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Share Option Costs 41,007 36,905
41,007 36,905
7. Interest expense
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Interest on finance leases 1,778 2,612
1,778 2,612
8. Interest income
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Interest Income 76,125 166,261
8. Interest income
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Interest Income 76,125 166,261
9. Taxation
12 months ended 12 months ended
31-Dec-25 31-Dec-24
Normal taxation:
- current year charge 12,961 5,682
- prior year charge - -
Charge to the statement of comprehensive income 12,961 5,682
The total charge for the year can be reconciled to the accounting profit as
follows:
Loss / Profit before taxation (1,592,312) (1,173,402)
Tax calculated at tax rate of 25% (2024: 25%) 398,078 293,351
Non-deductible expenses & Allowances
Share option costs (10,252) (9,226)
Professional fees - (37)
Fixed asset differences (74) 4,684
R&D expenditure 8,961 6,568
Trading losses (383,752) (281,062)
Employer pension - (74)
Surrender of tax losses for R&D tax credit refund - (8,522)
12,961 5,682
In 2025 Tan Delta Systems plc used 25% (2024: 25%) as the corporate effective
tax rate. The Company was not liable for corporation tax during the past two
years due to taxable losses being sustained in each of the years reported. A
deferred tax asset has not been recognised in respect of such losses due to
uncertainty of future profit streams. The Company will recognise a deferred
tax asset when there is clear visibility of profits. Accumulated tax losses
carried forward were £3.3 million (31 Dec 2024: £1.7 million)
10. Earnings per share
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Earnings per share are as follows:
Basic and diluted earnings per share (0.02) (0.02)
The calculations of basic and diluted earnings per share are based upon:
(Loss) / Profit for the period attributable to the owners (1,579,351) (1,167,720)
Number Number
Weighted average number of ordinary shares 73,223,800 73,223,800
The calculation of basic earnings per share is based on the results
attributable to ordinary shareholders divided by the number of ordinary shares
outstanding as if the bonus issue and share split had occurred at the
beginning of the earliest period presented. The earnings per share
calculations for the period and prior period presented are based on the new
number of shares.
The number of shares in issue at the end of the period is used as the
denominator in calculating basic earnings per share. As the Company is loss
making the effect of instruments that convert into ordinary shares is
considered anti-dilutive, hence there is no difference between the diluted and
non-diluted loss per share.
11. Intangible assets
Intangible assets
£
2025
Cost
Opening balance as at 1 January 2025 184,113
Additions -
Disposals -
Closing balance as at 31 December 2025 184,113
Accumulated amortisation
Opening balance as at 1 January 2025 (72,185)
Amortisation (54,302)
Disposals -
Closing balance as at 31 December 2025 (126,487)
Carrying amount as at 31 December 2025 57,626
Intangible assets
£
2024
Cost
Opening balance as at 1 January 2024 164,110
Additions 20,003
Disposals -
Closing balance as at 31 December 2024 184,113
Accumulated amortisation
Opening balance as at 1 January 2024 (20,274)
Amortisation (51,911)
Disposals -
Closing balance as at 31 December 2024 (72,185)
Carrying amount as at 31 December 2024 111,928
Intangible assets comprise the costs incurred during the development of Tan
Delta Systems plc products and software. They are amortised on a straight-line
basis over their estimated useful lives from the date they are available for
use.
An amortisation period of three years has been adopted based on the expected
period of commercial advantage of the technology. Useful lives are
reconsidered if circumstances relating to the asset change or if there is an
indication that the initial estimate requires revision. Impairment assessments
are performed regularly to identify whether any internal or external
indicators of impairment exist. Based on these reviews, the carrying value of
assets does not exceed their recoverable amounts.
12. Right of use asset
Right of use asset
£
2025
Cost
Opening balance as at 1 January 2025 200,764
Additions -
Disposals -
Closing balance as at 31 December 2025 200,764
Accumulated amortisation
Opening balance as at 1 January 2025 (133,842)
Amortisation (26,769)
Disposals -
Closing balance as at 31 December 2025 (160,611)
Carrying amount as at 31 December 2025 40,153
Right of use asset
£
2024
Cost
Opening balance as at 1 January 2024 200,764
Additions -
Disposals -
Closing balance as at 31 December 2024 200,764
Accumulated amortisation
Opening balance as at 1 January 2024 (107,074)
Amortisation (26,768)
Disposals -
Closing balance as at 31 December 2024 (133,842)
Carrying amount as at 31 December 2024 66,922
The Company leases one property for commercial use with a lease term of 10
years (remaining lease term is 1 year and 6 months). All lease payments, in
substance, are fixed over the term and are capitalised as part of the
right-of-use asset. All expected future cash out flows are reflected within
the measurement of the lease liabilities at each year end.
Impairment assessments are performed regularly to identify whether any
internal or external indicators of impairment exist. Based on these reviews,
the carrying value of assets does not exceed their recoverable amounts.
13. Property, plant and equipment
Plant and machinery Office equipment Furniture and fixtures Tenants Improvements Total
£ £ £ £ £
2025
Cost
Opening balance as at 1 January 2025 85,239 43,854 8,723 10,966 148,782
Additions - 12,974 - - 12,974
Disposals - - - - -
Closing balance as at 31 December 2025 85,239 56,828 8,723 10,966 161,756
Accumulated depreciation
Opening balance as at 1 January 2025 (44,744) (14,460) (4,965) (10,689) (74,858)
Additions (9,409) (11,425) (1,205) (114) (22,153)
Disposals - - - - -
Closing balance as at 31 December 2025 (54,153) (25,885) (6,170) (10,803) (97,011)
Carrying amount as at 31 December 2025 31,086 30,943 2,553 163 64,745
Plant and machinery Office equipment Furniture and fixtures Tenants Improvements Total
£ £ £ £ £
2024
Cost
Opening balance as at 1 January 2024 67,847 17,933 8,561 10,966 105,307
Additions 17,392 25,920 162 - 43,474
Disposals - - - - -
Closing balance as at 31 December 2024 85,239 43,853 8,723 10,966 148,781
Accumulated depreciation
Opening balance as at 1 January 2024 (31,762) (5,577) (3,792) (8,496) (49,627)
Additions (12,982) (8,883) (1,173) (2,193) (25,231)
Disposals - - - - -
Closing balance as at 31 December 2024 (44,744) (14,460) (4,965) (10,689) (74,858)
Carrying amount as at 31 December 2024 40,495 29,393 3,758 277 73,923
Impairment assessments are performed regularly to identify whether any
internal or external indicators of impairment exist. Based on these reviews,
the carrying value of assets does not exceed their recoverable amounts.
14. Inventories
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Raw Materials 378,882 369,547
Finished goods 175,382 371,692
Total 554,264 741,239
Less: Provision - (8,103)
554,264 733,136
The cost of inventories recognised as an expense in the year ended 31 December
2025 amounted to £407,598 (2024: £360,554). This is included in cost of
sales in the statement of profit or loss and comprehensive income. During the
year ended 31 December 2025, the Company wrote off a total stock value of
£nil (2024: £nil). Prior year provision of £8k was released through cost of
sales in 2025.
15. Trade and other receivables
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Amounts falling due within one year:
Trade receivables 266,062 187,978
Other receivables 35,333 83,987
Tax recoverable - 12,897
Prepayments 80,422 24,757
381,817 309,619
Refer Note 22 to the financial statements for further details on expected
credit losses.
16. Cash and cash equivalents
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Cash at banks 1,490,049 3,083,552
Included in cash and cash equivalents are balances held either in instant
access accounts or in accounts where funds can be accessed when giving the
bank thirty-two days' notice. These balances have accordingly been classified
as cash and cash equivalents.
17. Trade and other payables
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Trade payables 147,157 380,324
Other payables 23,207 30,778
Other Taxation and social security 39,544 29,789
Accruals 72,544 64,414
Deferred Income 8,623 9,631
291,075 514,936
18. Borrowings and liabilities
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Current:
Bank loans - -
Lease liability 29,080 28,221
29,080 28,221
Non-current:
Bank loans - -
Lease liability 14,869 43,949
14,869 43,949
18. Borrowings and liabilities
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Current:
Bank loans - -
Lease liability 29,080 28,221
29,080 28,221
Non-current:
Bank loans - -
Lease liability 14,869 43,949
14,869 43,949
19. Share capital
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Allotted, called up and fully paid
Share capital 73,224 73,224
Total 73,224 73,224
Called up share capital represents the nominal value of shares that have been
issued. All classes of shares have full voting, dividends, and capital
distribution rights.
20. Share Premium
Share premium account
This represents the excess value recognised from the issue of ordinary shares
above nominal value.
21. Share Based Payments
When the Company listed on AIM in August 2023, it instituted an EMI share
options scheme. The Company granted 1,253,745 share options in line with the
disclosures made in the Company's Admission Document. The options have an
exercise price of 26p. These options are granted in five equal tranches and
will vest annually over five years. The fair value of each option granted was
estimated on the grant date using the Black Scholes option pricing model with
the following assumptions:
Tranche 1 2 3 4 5
1. Stock Price 0.26 0.26 0.26 0.26 0.26
2. Exercise Price 0.26 0.26 0.26 0.26 0.26
3. Expected Term (years) 5.5 6 6.5 7 7.5
4. Volatility (annualised %) 45% 45% 43% 44% 44%
5. Dividend Yield * - - - - -
6. Risk-Free Interest Rate * 4.70% 4.70% 4.70% 4.70% 4.70%
Fair Value 0.12 0.13 0.13 0.13 0.14
On 5 July 2024 250,749 shares granted to Steve Johnson were cancelled.
Opening number of shares granted Number of shares granted in the year Awards lapsed /surrendered /cancelled in the year Awards exercised in the year Number of awards over shares at the end Expiry date
2025
Executive directors
Chris Greenwood 1,002,996 - - - 1,002,996 31/12/2028
Total 1,002,996 - - - 1,002,996
2024
Executive directors
Chris Greenwood 1,002,996 - - - 1,002,996 31/12/2028
Steve Johnson 250,749 - (250,749) - -
Total 1,253,745 - (250,749) - 1,002,996
Other reserve
This represents the cumulative fair value of share options charged to the
statement of comprehensive income net of the transfers to the profit and loss
reserve on exercised and cancelled/lapsed options.
12 months ended 12 months ended
31-Dec-25 31-Dec-24
Share option charges for share-based payments £ £
Opening Balance 55,994 19,089
Share option costs 41,007 36,905
Closing balance 97,001 55,994
22. Financial instruments and risk management
The Company has exposure to the following risks from its use of financial
instruments;
· Market risk
· Liquidity risk
· Credit risk
· Foreign exchange risk
This note presents information about the Company's exposure to each of the
above risks, objectives, policies and processes for measuring and managing
risk as well as the Company's management of capital. The Board of directors
has the overall responsibility for the establishment and oversight of the
Company`s risk management framework.
The table below sets out the Company's classification of financial assets and
liabilities in the statement of financial position. There were no financial
assets and liabilities in the following category in 2025 and 2024 financial
periods;
· Financial assets and liabilities at fair value through profit and
loss.
Fair value of financial instruments continued
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Categories of financial instruments
Financial assets
Receivables and cash 1,871,866 3,393,171
Financial liabilities
Payables 335,024 587,106
Financial liabilities at amortized cost Financial assets at amortized cost Total carrying value Fair value
2025 Note £ £ £ £
Assets - 1,871,866 1,871,866 1,871,866
Trade and other receivables 15 - 381,817 381,817 381,817
Bank balance and cash 16 - 1,490,049 1,490,049 1,490,049
Liabilities 335,024 - 335,024 335,024
Trade and other payables 17 291,075 - 291,075 291,075
Borrowings & leases 18 43,949 - 43,949 43,949
2024
Assets - 3,393,171 3,393,171 3,393,171
Trade and other receivables 15 - 309,619 309,619 309,619
Bank balance and cash 16 - 3,083,552 3,083,552 3,083,552
Liabilities 587,106 - 587,106 587,106
Trade and other payables 17 514,936 - 514,936 514,936
Borrowings & leases 18 72,170 - 72,170 72,170
Fair value of financial instruments continued
The estimated net fair values as at 31 December 2025 have been determined
using available market information as outlined below. This value is indicative
of the amounts the Company could realise in the normal course of business.
The fair value of receivables, bank balances, and payables approximate their
carrying amount due to the short-term maturities of these instruments. The
fair value of finance lease liabilities is not significantly different to
their carrying values, as the carrying values approximate their fair values.
Financial assets and liabilities disclosures require the measurement of fair
values which differ from the carrying values of these financial assets and
liabilities. The Company uses valuation techniques that are appropriate in the
circumstances and for which sufficient data is available to measure fair
value, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
The valuation of the Company's financial instruments is based on market
observables whereby the owned assets and owed liabilities are similar to, but
not the same as, those traded in an active market. In this case, the fair
values of the financial instruments reported requires the
use of inputs that are unobservable in the market. As such the fair value
hierarchy of the entity's financial instruments is a level 3.
Fair value hierarchy
All financial instruments measured at fair value must be classified into one
of the levels below:
· Level 1: Quoted prices in active markets;
· Level 2: Level 1 quoted prices are not available, but fair value is
based on observable market data; and
· Level 3: Inputs that are not based on observable market data.
Market risk
Market risk is the risk that changes in market prices such as interest rates
will affect the Company's income or expenses. The objective of market risk
management is to manage and control market risk exposures within acceptable
parameters while optimising the return on risk.
Fair value of financial instruments continued
Interest rate risk management
Interest rate risk is the risk that the value of the financial instrument will
fluctuate due to changes in market interest rates. The Company is exposed to
fluctuations in interest rates (i.e. cash flow interest rate risk) on its bank
balances and finance leases. It does not at present hedge its exposure to
adverse interest rate movements.
At the reporting date the interest rate profile of the Company's
interest-bearing financial instruments was:
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Variable rate instruments
Asset
Bank balance and cash 1,490,049 3,083,552
Liability
Borrowings & leases 43,949 72,170
Cash flow sensitivity analysis for variable rate instruments:
A change of 100 basis points in interest rates at the reporting date would
have increased/ (decreased) equity and profit or loss by the amounts shown
below. This analysis assumes that all other variables in particular foreign
currency rates remain constant:
Variable rate instruments (Decrease) / increase in equity and profit or loss
100bp increase 100bp decrease
£ £
2025
Asset
Bank balance and cash 14,900 (14,903)
Liability
Borrowings & leases 439 (439)
2024
Asset
Bank balance and cash 30,836 (30,836)
Liability
Borrowings & leases 722 (722)
Fair value of financial instruments continued
Liquidity risk
Liquidity risk arises when there are insufficient liquid assets (cash and
readily convertible securities) available to meet financial obligations. There
were no material changes in the exposure to liquidity risk and its objectives,
policies and processes for managing and measuring the risk during the current
financial year.
The Company's approach to managing liquidity is to ensure as far as possible
that it will always have sufficient liquidity to meet its liabilities when due
under both normal and stressed conditions without incurring unacceptable
losses or risking damage to the Company's reputation.
The Company ensures that it has sufficient cash on demand to meet expected
operational expenses in the short-term including the servicing of financial
obligations this excludes the potential impact of extreme circumstances that
cannot reasonably be predicted such as natural disasters.
The following liquid resources are available:
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Trade and other receivables 381,817 309,619
Cash and cash equivalents 1,490,049 3,083,552
Total 1,871,866 3,393,171
The table below analyses the Company's financial liabilities which will be
settled on a gross basis into relevant maturity groupings based on the
remaining period at the statement of financial position date to the
contractual maturity date. The amounts disclosed in the table below are the
contractual undiscounted cash flows.
Carrying Contractual 0-12 months 1-3 years
Amount cash flows
2025 Note £ £ £ £
Trade and other payables 17 291,075 291,075 291,075 -
Borrowings & leases 18 43,949 45,000 30,000 15,000
Total 335,024 336,075 321,075 15,000
2024
Trade and other payables 17 514,936 514,936 514,936 -
Borrowings & leases 18 72,170 75,000 30,000 45,000
Total 587,106 589,936 544,936 45,000
Fair value of financial instruments continued
Credit risk
This risk represents the risk that the borrower or counterparty fails to meet
an obligation when it falls due. The exposures may arise, for instance from
deterioration in the borrower's financial position, from a reduction in the
value of securities held as collateral and from entering into contracts under
which counterparties have an obligation to repay. In order to minimise the
risk, the Company endeavours only to deal with companies which are
demonstrably creditworthy and this, together with the aggregate financial
exposure, is continuously monitored.
IFRS 9 requires the use of forward-looking information to recognise expected
credit losses - the 'expected credit loss model'. Recognition of credit losses
is not dependent on the Company first identifying a credit loss event, instead
the Company considers a broader range of information when assessing credit
risk and measuring expected credit losses, including past events, current
economic conditions, reasonable and supportable forecasts that affect the
expected collectability of the future cash flows of the instrument.
When the Company becomes aware of a financial asset that is irrecoverable, the
Company writes off the financial asset through the profit and loss. The
Company considers its maximum exposure per class to be as follows:
12 months ended 12 months ended
31-Dec-25 31-Dec-24
£ £
Trade and other receivables 381,817 309,619
Bank balance and cash 1,490,049 3,083,552
Total 1,871,866 3,393,171
Fair value of financial instruments continued
Credit risk continued
Cash and cash equivalents
The Company determines appropriate internal credit limits for each
counterparty. In determining these limits, the Company considers the
counterparty's credit rating established by an accredited ratings agency and
performs internal risk assessments.
The Company holds its cash balances in financial institutions with a rating of
A+ and BBB+.
Given these credit ratings, management does not expect any counterparty to
fail to meet its obligations. While cash and cash equivalents are subject to
the impairment requirements of IFRS9, no impairment losses were identified.
Exposure at Default (EAD) Probability of possible defaults (PD) Loss given default (LGD) Expected credit losses (ECL)
2025 £ £
Cash & Cash equivalents 1,490,049 0% 0% -
Exposure at Default (EAD) Probability of possible defaults (PD) Loss given default (LGD) Expected credit losses (ECL)
2024 £ £
Cash & Cash equivalents 3,083,552 0% 0% -
Trade receivables
The Company has adopted a simplified approach for determining expected credit
losses which considers the lifetime of assets. These are the expected
shortfalls in contractual cash flows, considering the potential for default at
any point during the life of the financial instrument. The expected credit
losses are calculated based on the probable defaults which are considered on
the historic payment trends of the customer, external indicators and
forward-looking information to calculate the expected credit losses using a
provision matrix. The Company assesses impairment regularly of trade
receivables on a collective basis as they possess shared credit risk
characteristics based on grouping debt by days overdue. On that basis the
expected credit loss allowance was determined to be immaterial.
Fair value of financial instruments continued
Credit risk continued
Trade receivables continued
The ageing of trade receivables and credit loss allowances at the reporting
date were:
Exposure at Default (EAD) Probability of possible defaults (PD) Loss given default (LGD) Expected credit losses (ECL)
2025 £ £
Current 190,278 0% 0% -
1 - 30 days 29,430 0% 0% -
31 - 60 days 30,849 0% 0% -
Over 61 days 15,505 0% 0% -
Total 266,062 -
Exposure at Default (EAD) Probability of possible defaults (PD) Loss given default (LGD) Expected credit losses (ECL)
2024 £ £
Current 74,659 0% 0% -
1 - 30 days 49,378 0% 0% -
31 - 60 days 9,197 0% 0% -
Over 61 days 54,744 0% 0% -
Total 187,978 -
Foreign exchange risk
Foreign exchange risk arises when the Company enters into transactions in a
currency other than its functional currency. The Company's policy is, where
possible, to settle liabilities denominated in a currency other than its
functional currency with cash already denominated in that currency.
23. Related party transactions
During the year, the key management personnel remuneration
included within staff costs are as follows:
12 months ended 12 months ended
31-Dec-25 31-Dec-24
Key management personnel compensation £ £
(Directors' remuneration)
Short-term employee benefits 416,831 329,397
Pension contributions 15,500 12,385
Post-employment benefits - -
Termination benefits - -
Equity compensation benefits - -
Total 432,331 341,782
Key management personnel are considered to be the directors
of Tan Delta Systems plc.
24. Events after reporting period
No adjusting or significant non-adjusting events have occurred between
reporting date and the date of authorisation.
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. END FR BIGDLRBGDGLD
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