Results for the year ended 31 March 2024
24/09/2024 07:00
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RNS Number : 3090F Time To ACT PLC 24 September 2024
24 September 2024
Time To ACT plc
("Time To ACT", "the Company" or "the Group")
Results for the year ended 31 March 2024
Time To ACT plc (AQSE: TTA), an engineering-led group focused on technology
for the energy transition supply chain, is pleased to announce its audited
full year results for the year ended 31 March 2024 (FY24).
FY24 Financial Highlights
● Underlying revenue growth of 68% to £1,891,065 (2023: £1,127,198)
● Revenue growth was driven by the Large Parts business of Diffusion
Alloys and supported by growth at GreenSpur.
● Gross profit margin increased to 43% (2023: 32%)
● Cash at bank, as at 31 March 2024, of £1,887,904 (2023:
£3,105,699)
● Net current assets, as at 31 March 2024, of £1,720,067 (2023:
£2,192,614)
Post Period Highlights
● May 2024: Shares admitted to trading on the Aquis Stock Exchange
Growth Market
● June 2024: GreenSpur secured ca. £613,000 award from The BEETHOVEN
Project
● August 2024: Sheila Beniams appointed as Non-Executive Director
● September 2024: GreenSpur secured design contract for US Vertical
Axis Wind Turbine industry
Chris Heminway, Executive Chairman of Time To ACT commented:
"These are our inaugural set of results as a listed company and, while they
cover a pre-IPO period, it is important for us to provide evidence to our
historic, new and future shareholders that we continue to deliver. The
period since March 2024 has also been hugely important for Time To ACT and I
am confident that our future results will continue to confirm our targeted
growth trajectory."
Gary Wallace, Chief Financial Officer of Time To ACT commented:
"During the financial year we were preparing for the Group's admission to the
Aquis stock exchange, and I am pleased that in this busy period our team has
continued to deliver revenue growth and improve our gross margin. The growth
demonstrates our potential as we begin to process the early stages of the 'Bow
Wave' of commercial opportunities in our Diffusion Alloys Large Parts
business."
A copy of the accounts is available on the investor section of our website
https://investors.timetoactplc.com/reports-and-financial-results
(https://investors.timetoactplc.com/reports-and-financial-results)
Engage with the Time To ACT management team directly by asking questions,
watching video summaries and seeing what other shareholders have to say.
Navigate to our Interactive Investor hub here:
https://investors.timetoactplc.com/link/oPBmJr
(https://investors.timetoactplc.com/link/oPBmJr)
**ENDS**
For more information, please visit investors.timetoactplc.com/announcements
(https://investors.timetoactplc.com/announcements) or contact the following:
Time To ACT plc Tel: +44 (0) 1642 967138
Chris Heminway, Executive Chairman Email: crh@timetoactplc.com
Gary Wallace, Chief Financial Officer Email: gw@timetoactplc.com
Novum Securities Limited, AQSE Corporate Advisor Tel: +4420 7399 9400
David Coffman, Daniel Harris, George Duxberry
Oberon Capital, Corporate Broker Tel: +44 203 179 5300
Nick Lovering, Adam Pollock, Mike Seabrook
St Brides Partners Ltd, Financial PR Tel: 020 7236 1177
Ana Ribeiro / Paul Dulieu / Isabelle Morris Email: timetoact@stbridespartners.co.uk
Subscribe to our news alert service:
https://investors.timetoactplc.com/auth/signup
(https://investors.timetoactplc.com/auth/signup)
About Time To ACT plc
Time To ACT plc is an engineering-led group focused on technology for the
energy transition supply chain. It currently has two principal operating
businesses: Diffusion Alloys and GreenSpur. As the parent company of the
Group, Time To ACT provides strategic and operational support to the operating
companies and capital to enable their growth.
About GreenSpur
GreenSpur is an intellectual property creator and generator designer that has
developed a credible solution for renewable energy applications to the Rare
Earth magnet problem.
Magnets constructed using Rare Earth Elements (REEs) are fundamental
components in electrical generators and electric vehicle motors which are
critical to delivering the clean energy transition. However, there are
substantial supply chain constraints and risks in the sourcing of REEs that
are needed for these magnets.
GreenSpur's generator design eliminates the need for Rare Earth magnets and
copper coils without any loss in electrical performance.
About Diffusion Alloys
Diffusion Alloys supplies diffusion coatings. A diffusion coating is an
intermetallic layer that protects metal components from degradation at high
temperatures and in highly corrosive environments, such as those found in
hydrogen and nuclear energy generation.
Diffusion Alloys has joined forces with Johnson Matthey plc, the market
leaders in synthesis gas ("syngas") with a significant pipeline of Blue
Hydrogen projects, to scale-up production and address the increasing demand
for low carbon hydrogen used to reduce global carbon emissions.
In addition to working for numerous historic and existing customers, the
Directors believe that Diffusion Alloys is the only credible diffusion coater
in the world for blue hydrogen components, has already been coating in volume
for a leading European vendor in the green hydrogen space and is also in
pre-commercial discussions with new cleantech equipment manufacturers.
Diffusion Alloys has two distinct areas of focus:
· Coating Technology: Selling technical excellence in coating capability
supported by the concept of "flexible capacity" - the ability to provide
customers with capacity wherever they need it, whether for the coating of
Large Parts or Small Parts.
· Coating Services: Plant-led coatings business centred on its
Middlesbrough site.
Group strategic report
For the year ended 31 March 2024
Introduction
The directors present their Strategic Report and the audited financial
statements of Time To ACT plc (the Company) and audited consolidated financial
statements of Time To ACT plc and subsidiary companies (the Group) for the
year ended 31 March 2024.
Principal activity
The principal activity of the company is that of an operating parent company.
Business review and post balance sheet events
During the year, the Group made significant progress on its strategy to become
a publicly listed company. On 1st November 2023, Time To ACT Limited
re‑registered as a public company and was renamed Time To ACT plc. Shortly
after the year end, on 29th May 2024, the entirety of our Ordinary Shares were
admitted to trading on the Aquis Stock Exchange Growth Market.
Turnover in 2024 was £1,891,065. This represents growth of 68% compared to
underlying turnover for 2023. Growth was driven by the Large Parts business of
Diffusion Alloys and supported by GreenSpur turnover growth.
Turnover in 2023 benefitted from a £1,500,000 fee received from Johnson
Matthey plc (JM). Underlying turnover in 2023, excluding the JM fee, was
£1,127,198.
Gross profit in 2024 was £820,039 with a margin of 43%. In 2023 gross profit,
on underlying turnover, was £362,006 with a margin of 32%. The increase in
gross profit margin was primarily a result of improved labour utilisation at
Diffusion Alloys.
The Group made a pre‑tax loss of £1,263,854. During the year, the Group
incurred Exceptional costs of £149,523 in relation to the Admission of the
Ordinary Shares to the Aquis Stock Exchange.
The Aquis listing marks a major milestone for the Group, which is continuing
to move towards the point of breakeven, enhance its technologies and develop
greater revenue opportunities.
Principal risks and uncertainties
The Group's success depends on its ability to expand, operate, and manage
successfully its operations. Its ability to expand successfully will depend
upon a number of factors, including the continued development of its business
and products, the successful demand for its products, the availability of
adequate financing, competitive factors, general economic and business
conditions and the ability to implement methods for revenue generation. Whilst
Diffusion Alloys has a long history, its focus on the energy transition sector
is relatively recent and as such it is still in the process of establishing
itself in that market. GreenSpur is at an early stage of commercialisation and
there is no guarantee that the expected demand for its technology will be
achieved.
Hydrogen sector development.
Diffusion Alloys has positioned itself within the supply chain of the blue
hydrogen sector and the green hydrogen sector. Both these sectors are in the
early stages of development and demand may not grow as rapidly as anticipated.
There is also a risk, albeit small, that traditional hydrocarbon fuels sources
will continue to be used at their current rate, further limiting the demand
for hydrogen.
Wind sector growth.
The GreenSpur business is focused on serving the wind turbine industry which
has seen significant growth in the past decade and is currently forecast to
continue on a similar or greater growth trajectory. This growth has been
underpinned by the pursuit of Net Zero by governments in the developed world
and their support for on and off shore wind turbines. Should governmental
support for Net Zero or wind as a renewable energy source reduce in the
future, this could negatively impact the demand for the GreenSpur technology.
Technology risk.
Both Diffusion Alloys and GreenSpur have business models which rely on
perceived technological advantages compared with their competitors. In the
event that these competitive advantages are eroded due to new, superior
technologies being launched or in the case of GreenSpur if the current
over‑reliance on China for critical minerals was reduced, the demand for the
Group's products could be negatively impacted.
Policy and regulatory uncertainty.
The energy markets in many countries rely, to a large degree, on national and
international regulatory policy. While the EU, the UK and the USA have, in
recent years, adopted policies and mechanisms actively supporting renewable
energy and Net Zero commitments, it is possible that this approach could be
modified or changed in the future, including as a result of a change in
government or a change in government policy, relating to renewable energy
directly or to energy policy more generally. These changes could, in some
circumstances, materially affect the Group's business and growth plans.
Although the Group is in a sector that currently enjoys strong policy and
regulatory support (both nationally and globally) there is no guarantee that
this will continue to be the case.
Financial key performance indicators
The Group considers turnover, turnover growth and gross profit to be the key
financial performance indicators. Turnover in 2024 was £1,891,065 compared to
underlying turnover of £1,127,198, which excludes a £1,500,000 fee received
from Johnson Matthey plc, in 2023, representing growth of 68%. The gross
profit margin, on underlying turnover, has increased from 32% to 43%.
Going concern
The company is supported by the Time To ACT plc group. The Group has net
current assets of £1,720,067 (2023: £2,192,614) which includes cash at bank
of £1,887,904 (2023: £3,105,699). The directors believe the Time To ACT plc
group is a going concern. The Group forecasts, which take into account
possible changes in activity, show the Group is able to continue to trade for
a period of at least twelve months from the date of these financial
statements. Time To ACT plc, as of 29th May 2024, is listed on the Aquis Stock
Exchange and therefore has the platform to raise additional funds if required.
The Group also considers other sources of potentially available finance when
conducting its going concern review. These include, bank lending, grant
funding, shareholder raises, strategic partnerships and other sources. The
financial statements have therefore been prepared on a going concern basis.
Directors' statement of compliance with duty to promote the success of the
Group
The Group's stakeholders include shareholders, employees, customers,
suppliers, creditors and the wider public community. The Directors consider
the Group to have acted with good faith to promote the success of the Group
for the benefit of all its stakeholders as a whole (having regard to the
matters set out in s172 of the Companies Act 2006).
The Group engages with shareholders as appropriate to keep them sufficiently
informed on the progress and performance of the business. During the process
of the admission to Aquis, shareholders were provided with regular updates
regarding the process and any impact on their shareholding. Time To ACT plc as
publicly listed company is evaluating its investor relations communication
strategy to ensure shareholders are treated fairly.
The Group has regular communication with the employee base and the Directors
make themselves available to all employees of the Group to hear feedback,
ideas, concerns and hold general open discussions.
All stakeholders are considered individually and collectively to ensure they
are treated fairly and equally when the Group is making business decisions.
The Directors strongly believe that all stakeholders should benefit from the
long‑term success of the Group.
This report was approved by the board on 19 September 2024 and signed on its
behalf.
Gary Wallace
Director
Directors' report
For the year ended 31 March 2024
The directors present their report and the financial statements for the year
ended 31 March 2024.
Directors
The directors who served during the year were:
Richard John Furniss
Andrew Douglas Hall
Christopher Roger Heminway
Lisa Randall (resigned 19 August 2024)
Darren Robertson (resigned 29 February 2024)
Gary Wallace
Jason James Moody (appointed 21 March 2024)
Andrew Hoare (appointed 18 June 2023)
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the
Directors' report and the consolidated financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice),
including Financial Reporting Standard 102 'The Financial Reporting Standard
applicable in the UK and Republic of Ireland'. Under company law the directors
must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and the Group
and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
· select suitable accounting policies for the Group's
financial statements and then apply them consistently;
· make judgments and accounting estimates that are
reasonable and prudent;
· prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the Group will continue in
business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and the
Group and to enable them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for safeguarding the assets
of the Company and the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Matters covered in the Group strategic report
The directors have prepared a separate Strategic Report incorporating post
balance sheet events and future developments.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report
is approved has confirmed that:
· so far as the director is aware, there is no relevant
audit information of which the Company and the Group's auditors are unaware,
and
· the director has taken all the steps that ought to have
been taken as a director in order to be aware of any relevant audit
information and to establish that the Company and the Group's auditors are
aware of that information.
Auditors
The auditors, Kreston Reeves LLP, will be proposed for reappointment in
accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Gary Wallace
Director
Date: 19 September 2024
Consolidated statement of comprehensive income
For the year ended 31 March 2024
2024 2023
£ £
1,891,065 2,627,198
Turnover
(1,071,026) (765,192)
Cost of sales
Gross profit
820,039 1,862,006
(1,908,633) (1,692,141)
Administrative expenses
(149,523) -
Exceptional administrative expenses
73,353 86,653
Other operating income
Operating (loss)/profit
(1,164,764) 256,518
53,942 1,382
Interest receivable and similar income
(153,032) (78,277)
Interest payable and similar expenses
(Loss)/profit before taxation
(1,263,854) 179,623
85,788 29,894
Tax on (loss)/profit
(Loss)/profit for the financial year
(1,178,066) 209,517
(Loss)/profit for the year attributable to:
(1,178,066) 209,517
Owners of the parent Company
____209,517
(1,178,066)
There were no recognised gains and losses for 2024 or 2023 other than those
included in the consolidated statement of comprehensive income.
The notes on pages 16 to 32 form part of these financial statements.
Consolidated balance sheet
As at 31 March 2024
2024 2023
Note £ £
Fixed assets
8 639,577 620,420
Intangible assets
9 963,271 801,139
Tangible assets
1,602,848 1,421,559
Current assets
11 172,411 115,225
Stocks
12 609,865 373,443
Debtors
13 1,887,904 3,105,699
Cash at bank and in hand
2,670,180 3,594,367
14 (950,113) (1,401,753)
Creditors: amounts falling due within one year
Net current assets
1,720,067
2,192,614
Total assets less current liabilities
3,322,915 3,614,173
15 (1,954,676) (1,194,692)
Creditors: amounts falling due after more than one year
17 (41,003) (28,586)
Other provisions
(41,003)
(28,586)
Net assets
1,327,236 2,390,895
Capital and reserves
18 125,038 115,038
Called up share capital
19 (275,400) (275,400)
Merger reserve
19 1,477,598 2,551,257
Profit and loss account
Equity attributable to owners of the parent Company
1,327,236 2,390,895
1,327,236 2,390,895
The Company's financial statements have been prepared in accordance with the
provisions applicable to companies subject to the small companies regime.
The financial statements were approved and authorised for issue by the board
and were signed on its behalf by:
Gary Wallace
Director
Date: 19 September 2024
The notes on pages 16 to 32 form part of these financial statements.
Company balance sheet
As at 31 March 2024
2024 2023
Note £ £
Fixed assets
8 639,577 635,200
Intangible assets
9 3,850 1,928
Tangible assets
10 1,618,565 1,618,565
Investments
2,261,992 2,255,693
Current assets
12 819,754 436,235
Debtors: amounts falling due after more than one year
12 26,541 13,688
Debtors
13 140,848 781,219
Cash at bank and in hand
987,143 1,231,142
14 (122,144) (618,723)
Creditors: amounts falling due within one year
Net current assets
864,999
612,419
Total assets less current liabilities
3,126,991 2,868,112
15 (792,751) -
Creditors: amounts falling due after more than one year
Net assets
2,334,240 2,868,112
Capital and reserves
18 125,038 115,038
Called up share capital
2,753,074 (1,379,207)
Profit and loss account brought forward
(599,641) (17,992)
Loss for the year
55,769 4,150,273
Other changes in the profit and loss account
2,209,202 2,753,074
Profit and loss account carried forward
2,334,240 2,868,112
The Company's financial statements have been prepared in accordance with the
provisions applicable to companies subject to the small companies regime.
The financial statements were approved and authorised for issue by the board
and were signed on its behalf by:
Gary Wallace
Director
Date: 19 September 2024
The notes on pages 16 to 32 form part of these financial statements.
Consolidated statement of changes in equity
For the year ended 31 March 2024
Called up share capital Share premium account Merger reserve Profit and loss account Total equity
£ £ £ £ £
110,009 3,655,907 (275,400) (1,925,584) 1,564,932
At 1 April 2022
Comprehensive income for the year
- - - 209,517 209,517
Profit for the year
- - - 188,568 188,568
Profit and loss movement in relation to issue of employee share options
5,029 422,849 - - 427,878
Shares issued during the year
- (4,078,756) - 4,078,756 -
Transfer to/from profit and loss account
5,029 (3,655,907) - 4,078,756 427,878
Total transactions with owners
At 1 April 2023
115,038 - (275,400) 2,551,257 2,390,895
Comprehensive income for the year
- - - (1,178,066) (1,178,066)
Loss for the year
- - - 104,407 104,407
Profit and Loss movement in relation to issue of employee share options
10,000 - - - 10,000
Shares issued during the year
10,000 - - - 10,000
Total transactions with owners
125,038 - (275,400) 1,477,598 1,327,236
At 31 March 2024
The notes on pages 16 to 32 form part of these financial statements.
Company statement of changes in equity
For the year ended 31 March 2024
Called up share capital Share premium account Profit and loss account Total equity
£ £ £ £
110,009 3,655,907 (1,379,207) 2,386,709
At 1 April 2022
Comprehensive income for the year
- - (17,992) (17,992)
Loss for the year
- - 71,517 71,517
Profit and loss movements in relation to issue of employee share options
Total comprehensive income for the year
-
53,525
- 53,525
Contributions by and distributions to owners
5,029 422,849 - 427,878
Shares issued during the year
- (4,078,756) 4,078,756 -
Transfer to/from profit and loss account
5,029 (3,655,907) 4,078,756 427,878
Total transactions with owners
115,038 - 2,753,074 2,868,112
At 1 April 2023
Comprehensive income for the year
- - (599,641) (599,641)
Loss for the year
- - 55,769 55,769
Profit and loss movement in relation to issue of employee share options
Total comprehensive income for the year
-
- (543,872) (543,872)
Contributions by and distributions to owners
10,000 - - 10,000
Shares issued during the year
10,000 - - 10,000
Total transactions with owners
125,038 - 2,209,202 2,334,240
At 31 March 2024
The notes on pages 16 to 32 form part of these financial statements.
Consolidated statement of cash flows
For the year ended 31 March 2024
2024 2023
£ £
Cash flows from operating activities
(1,178,066) 209,517
(Loss)/profit for the financial year
Adjustments for:
53,971 17,755
Amortisation of intangible assets
72,896 87,852
Depreciation of tangible assets
(270,376) -
Government grants
153,032 78,277
Interest paid
(53,942) (1,382)
Interest received
(63,313) (29,894)
Tax charge
(57,186) 2,603
(Increase)/decrease in stocks
(173,109) 337,650
(Increase)/decrease in debtors
111,508 343,193
Increase in creditors
12,417 25,615
Remedial reserve movements
- 80,606
Corporation tax received
104,407 188,568
Share option charge
- (3,764)
Amortisation of grant
Net cash generated from operating activities
(1,287,761) 1,336,596
Cash flows from investing activities
(73,128) (97,735)
Purchase of intangible fixed assets
(235,028) (189,979)
Purchase of tangible fixed assets
53,942 1,382
Interest received
Net cash from investing activities
(254,214) (286,332)
Cash flows from financing activities
10,000 100,000
Share capital issue
(115,000) (115,000)
Bank loans repaid
180,000 1,270,250
Receipt of loan finance
(34,437) (32,056)
Interest paid
293,617 107,643
Grant received
(10,000) -
Other loans repaid
Net cash used in financing activities
324,180 1,330,837
Net (decrease)/increase in cash and cash equivalents
(1,217,795) 2,381,101
3,105,699 724,598
Cash and cash equivalents at beginning of year
Cash and cash equivalents at the end of year
1,887,904 3,105,699
Cash and cash equivalents at the end of year comprise:
1,887,904 3,105,699
Cash at bank and in hand
1,887,904 3,105,699
The notes on pages 16 to 32 form part of these financial statements.
Notes to the financial statements
For the year ended 31 March 2024
1. General information
Time To ACT plc ("the Company") was a private company limited by shares,
domiciled and incorporated in England and trading from its registered office
address at LevelQ Surtees Business Park, Stockton‑On‑Tees, England, TS18
3HR.
Post year end the Company was admitted to the Aquis Stock market.
The Company's and the Group's principal activities and nature of their
operations are detailed in the Director's report.
The Group currently consists of Time To ACT plc and its subsidiary companies
Diffusion Alloys Holdings Limited, Diffusion Alloys (UK) Limited, Greenspur
Wind Limited and Teesside Magnetics Limited.
2. Accounting policies
2.1 Basis of preparation of financial statements
The financial statements have been prepared under the historical cost
convention unless otherwise specified within these accounting policies and in
accordance with Financial Reporting Standard 102, the Financial Reporting
Standard applicable in the UK and the Republic of Ireland and the Companies
Act 2006.
The Company has taken advantage of the exemption allowed under section 408 of
the Companies Act 2006 and has not presented its own Statement of
comprehensive income in these financial statements.
The company's functional and presentational currency is Pound Sterling.
The company's financial statements are presented to the nearest pound.
The following principal accounting policies have been applied:
2.2 Basis of consolidation
The consolidated financial statements present the results of the Company and
its own subsidiaries ("the Group") as if they form a single entity.
Intercompany transactions and balances between group companies are therefore
eliminated in full.
The consolidated financial statements incorporate the results of business
combinations using the purchase method. In the Balance sheet, the acquiree's
identifiable assets, liabilities and contingent liabilities are initially
recognised at their fair values at the acquisition date. The results of
acquired operations are included in the Consolidated statement of
comprehensive income from the date on which control is obtained. They are
deconsolidated from the date control ceases.
2.3 Going concern
The company is supported by the Time To ACT plc group. The Group has net
current assets of £1,720,067 (2023: £2,192,614) which includes cash at bank
of £1,887,904 (2023: £3,105,699). The directors believe the Time To ACT plc
group is a going concern. The Group forecasts, which take into account
possible changes in activity, show the Group is able to continue to trade for
a period of at least twelve months from the date of these financial
statements. Time To ACT plc, as of 29th May 2024, is listed on the Aquis Stock
Exchange and therefore has the platform to raise additional funds if required.
The Group also considers other sources of potentially available finance when
conducting its going concern review. These include, bank lending, grant
funding, shareholder raises, strategic partnerships and other sources. The
financial statements have therefore been prepared on a going concern basis.
2.4 Revenue
Revenue is recognised as the fair value of the consideration received or
receivable for the sale of goods or services to external customers in the
ordinary course of business and is recorded net of value added tax.
Revenue from coating technology includes the income from technology sales,
compound sales and coating development work. Technology sales are recognised
on the date of sale. Compound sales are recognised on delivery. Coating
development work is recognised as a rendering of services, as noted above.
Revenue arising from research and development grant support is recognised as
the fair value of the consideration received or receivable in accordance with
the terms of any funding agreements. Such income is accrued by reference to
the costs of the activities undertaken during the period, until such time as
the grant funding is received.
Revenue is recognised in relation to management services in the period in
which the service is provided.
2.5 Government grants
Grants of a revenue nature are recognised in the Consolidated statement of
comprehensive income in the same period as the related expenditure.
Grants of a capital nature are held on the balance sheet and released to the
profit and loss account in line with the related assets depreciation.
2.6 Intangible assets
Negative goodwill
Negative goodwill arises when the cost of a business combination is less than
the fair value of the interest in the identifiable assets, liabilities and
contingent liabilities acquired. The amount, up to the fair value of the
non‑monetary assets, acquired is credited to the profit and loss account in
the period in which those non‑monetary assets are recovered, which the
directors consider to be over the next 5 years.
Patents
Expenditure on Patent Applications is capitalised as an intangible fixed
asset. Amortisation begins only once the Patent has been granted. The
amortisation period is in line with the Patent expiry rules, being 20 years
after filing date. Costs will therefore build up, without any amortisation
until the Patent is granted and as soon as it is granted the costs will be
amortised evenly until the expiry date.
2.7 Interest income
Interest income is recognised in profit or loss using the effective interest
method.
2.8 Finance costs
Finance costs are charged to profit or loss over the term of the debt using
the effective interest method so that the amount charged is at a constant rate
on the carrying amount. Issue costs are initially recognised as a reduction in
the proceeds of the associated capital instrument.
2.9 Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they
are incurred.
2.10 Provisions for liabilities
Provisions are made where an event has taken place that gives the Group a
legal or constructive obligation that probably requires settlement by a
transfer of economic benefit, and a reliable estimate can be made of the
amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the
Group becomes aware of the obligation, and are measured at the best estimate
at the balance sheet date of the expenditure required to settle the
obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried
in the Balance sheet.
2.11 Pensions
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined
contribution plan is a pension plan under which the Group pays fixed
contributions into a separate entity. Once the contributions have been paid
the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they
fall due. Amounts not paid are shown in accruals as a liability in the Balance
sheet. The assets of the plan are held separately from the Group in
independently administered funds.
2.12 Current and deferred taxation
The tax expense for the year comprises current tax. Tax is recognised in
profit or loss except that a charge attributable to an item of income and
expense recognised as other comprehensive income or to an item recognised
directly in equity is also recognised in other comprehensive income or
directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws
that have been enacted or substantively enacted by the balance sheet date in
the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that
have originated but not reversed by the balance sheet date, except that:
· The recognition of deferred tax assets is limited to
the extent that it is probable that they will be recovered against the
reversal of deferred tax liabilities or other future taxable profits;
· Any deferred tax balances are reversed if and when all
conditions for retaining associated tax allowances have been met; and
· Where they relate to timing differences in respect of
interests in subsidiaries, associates, branches and joint ventures and the
Group can control the reversal of the timing differences and such reversal is
not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences
except in respect of business combinations, when deferred tax is recognised on
the differences between the fair values of assets acquired and the future tax
deductions available for them and the differences between the fair values of
liabilities acquired and the amount that will be assessed for tax. Deferred
tax is determined using tax rates and laws that have been enacted or
substantively enacted by the balance sheet date.
2.13 Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less
accumulated depreciation and any accumulated impairment losses. Historical
cost includes expenditure that is directly attributable to bringing the asset
to the location and condition necessary for it to be capable of operating in
the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their
residual value over their estimated useful lives, using the straight‑line
method.
Depreciation is provided on the following basis:
Long‑term leasehold property ‑ over the term of the
leases
Plant and machinery ‑ 33% or 20% or 10% per annum on cost, determined by estimated useful
life
Computer and Office equipment ‑ 33% on
cost
Fixtures and fittings ‑ 20% on
cost
The assets' residual values, useful lives and depreciation methods are
reviewed, and adjusted prospectively if appropriate, or if there is an
indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised in profit or loss.
2.14 Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
2.15 Stocks
Stocks of raw materials and consumables are valued at the lower of cost and
estimated realisable value, after making due allowances for obsolete and slow
moving items.
Work in progress is similarly valued and also includes an element of profit
earned to date.
Cost includes all costs incurred in bringing each product to its present
location and condition. Net realisable value is based upon estimated selling
price less any further costs expected to be incurred to completion and
disposal.
At each balance sheet date, stocks are assessed for impairment. If stock is
impaired, the carrying amount is reduced to its selling price less costs to
complete and sell. The impairment loss is recognised immediately in profit or
loss.
2.16 Debtors
Short‑term debtors are measured at transaction price, less any impairment.
Loans receivable are measured initially at fair value, net of transaction
costs, and are measured subsequently at amortised cost using the effective
interest method, less any impairment.
2.17 Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions
repayable without penalty on notice of not more than 24 hours. Cash
equivalents are highly liquid investments that mature in no more than three
months from the date of acquisition and that are readily convertible to known
amounts of cash with insignificant risk of change in value.
In the Consolidated statement of cash flows, cash and cash equivalents are
shown net of bank overdrafts that are repayable on demand and form an integral
part of the Group's cash management.
2.18 Creditors
Short‑term creditors are measured at the transaction price. Other financial
liabilities, including bank loans, are measured initially at fair value, net
of transaction costs, and are measured subsequently at amortised cost using
the effective interest method.
2.19 Financial instruments
The Group only enters into basic financial instrument transactions that result
in the recognition of financial assets and liabilities like trade and other
debtors and creditors, loans from banks and other third parties, loans to
related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one
year), including loans and other accounts receivable and payable, are
initially measured at present value of the future cash flows and subsequently
at amortised cost using the effective interest method. Debt instruments that
are payable or receivable within one year, typically trade debtors and
creditors, are measured, initially and subsequently, at the undiscounted
amount of the cash or other consideration expected to be paid or received.
However, if the arrangements of a short‑term instrument constitute a
financing transaction, like the payment of a trade debt deferred beyond normal
business terms or in case of an out‑right short‑term loan that is not at
market rate, the financial asset or liability is measured, initially at the
present value of future cash flows discounted at a market rate of interest for
a similar debt instrument and subsequently at amortised cost, unless it
qualifies as a loan from a director in the case of a small company, or a
public benefit entity concessionary loan.
Investments in non‑derivative instruments that are equity to the issuer are
measured:
· at fair value with changes recognised in the
Consolidated statement of comprehensive income if the shares are publicly
traded or their fair value can otherwise be measured reliably;
· at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at
the end of each reporting period for objective evidence of impairment. If
objective evidence of impairment is found, an impairment loss is recognised in
the Consolidated statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is
measured as the difference between an asset's carrying amount and the present
value of estimated cash flows discounted at the asset's original effective
interest rate. If a financial asset has a variable interest rate, the discount
rate for measuring any impairment loss is the current effective interest rate
determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is
measured as the difference between an asset's carrying amount and best
estimate of the recoverable amount, which is in approximation of the amount
that the Group would receive for the asset if it were to be sold at the
balance sheet date.
2.20 Research and development
Costs relating to the research and development work undertaken by the company
are charged to the profit and loss account as they are incurred.
2.21 Exceptional items
Exceptional items are transactions that fall within the ordinary activities of
the Group but are presented separately due to their size or incidence.
3. Judgments in applying accounting policies and key sources of estimation
uncertainty
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the amounts reported for
assets and liabilities as at the statement of financial position date and the
amounts reported for revenues and expenses for the year.
The company makes estimates and assumptions concerning the future. The
resulting accounting estimates will, by definition, not always equal the
related actual results. The assumptions that have a significant risk of
causing a material adjustment to the carrying amount of the assets and
liabilities within the next financial year are addressed below:
Fixed asset Investments
Carrying values of investments of £1,103,165 and £515,400 in subsidiaries
Diffusions Alloys Holdings Limited and GreenSpur Wind Limited are reviewed
annually for indicators of impairment looking at future profitability. The
investments have not been impaired in these financial statements.
Valuation of intangibles
Carrying values of intangible assets of £639,577 are amortised annually and
are reviewed annually for disposal.
Cash and Share‑based payments
The company calculates the cost of share based payments £55,769 (2023 ‑
£71,517) using the Binomial option valuation model. Inputs into the model in
respect of the expected option/warrant life and the volatility are subject to
management estimate and any changes to these estimates may have a significant
effect on the cost. A corresponding adjustment is made to equity.
4. Employees
The average monthly number of employees, including the directors, during the
year was as follows:
2024 2023
No. No.
30 28
Employees
5. Directors' remuneration
2024 2023
£ £
315,777 284,417
Directors' emoluments
315,777 284,417
Wages and salaries include an amount of £54,371 (2023 ‑ £95,754) payable
to directors as share based payments.
6. Exceptional items
2024 2023
£ £
149,523 -
Fees related to admission to Aquis
-
149,523
The exceptional costs relate to fees incurred due to the admission of Time To
ACT plc to the Aquis Stock Exchange on 29th May 2024.
7. Parent company profit for the year
The Company has taken advantage of the exemption allowed under section 408 of
the Companies Act 2006 and has not presented its own Statement of
comprehensive income in these financial statements. The loss after tax of the
parent Company for the year was £599,641 (2023 ‑ loss £17,992).
8. Intangible assets
Group
Patents Goodwill Total
£ £ £
Cost
796,168 (304,241) 491,927
At 1 April 2023
73,128 - 73,128
Additions
(132,269) - (132,269)
Disposals
737,027 (304,241) 432,786
At 31 March 2024
Amortisation
160,968 (289,461) (128,493)
At 1 April 2023
68,751 (14,780) 53,971
Charge for the year
(132,269) - (132,269)
On disposals
97,450 (304,241) (206,791)
At 31 March 2024
Net book value
639,577 - 639,577
At 31 March 2024
635,200 (14,780) 620,420
At 31 March 2023
Company
Patents
£
Cost
796,168
At 1 April 2023
73,128
Additions
(132,269)
Disposals
737,027
At 31 March 2024
Amortisation
160,968
At 1 April 2023
68,751
Charge for the year
(132,269)
On disposals
97,450
At 31 March 2024
Net book value
639,577
At 31 March 2024
635,200
At 31 March 2023
9. Tangible fixed assets
Group
Long‑term leasehold property Plant and machinery Fixtures and fittings Office equipment Computer equipment Total
£ £ £ £ £ £
Cost
675,382 2,067,019 - 24,415 6,453 2,773,269
At 1 April 2023
38,818 190,251 103 4,748 1,856 235,776
Additions
- - - (1,111) - (1,111)
Disposals
2,257,270
714,200
103 8,309 3,007,934
At 31 March 2024
28,052
Depreciation
31,858 1,926,219 - 12,432 1,621 1,972,130
At 1 April 2023
30,310 35,335 18 4,645 2,588 72,896
Charge for the year
- - - (363) - (363)
Disposals
62,168 1,961,554 18 4,209 2,044,663
At 31 March 2024
16,714
Net book value
652,032 295,716 85 11,338 4,100 963,271
At 31 March 2024
643,524 140,800 - 11,983 4,832 801,139
At 31 March 2023
9. Tangible fixed assets (continued)
Company
Fixtures and fittings Office equipment Total
£ £ £
Cost
- 2,194 2,194
At 1 April 2023
103 2,990 3,093
Additions
103 5,184 5,287
At 31 March 2024
Depreciation
- 266 266
At 1 April 2023
20 1,151 1,171
Charge for the year
20 1,417 1,437
At 31 March 2024
Net book value
83 3,767 3,850
At 31 March 2024
- 1,928 1,928
At 31 March 2023
10. Fixed asset investments
Company
Investments in subsidiary companies
£
Cost
1,618,565
At 1 April 2023
1,618,565
At 31 March 2024
Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name Registered office Class of shares Holding
Diffusion Alloys Holdings Limited England & Wales Ordinary 100 %
GreenSpur Wind Limited England & Wales Ordinary 100 %
Diffusion Alloys (UK) Limited* England & Wales Ordinary 100 %
Teesside Magnetics Limited England & Wales Ordinary 100 %
*held indirectly through Diffusion Alloys Holdings Limited
The aggregate of the share capital and reserves as at 31 March 2024 and the
profit or loss for the year ended on that date for the subsidiary undertakings
were as follows:
Name Aggregate of share capital and reserves Profit/(Loss) after tax
£ £
17,032 (50,493)
Diffusion Alloys Holdings
Limited
(740,014) (324,239)
GreenSpur Wind
Limited
1,653,575 (218,475)
Diffusion Alloys (UK)
Limited
- -
Teesside Magnetics
Limited
11. Stocks
Group Group
2024 2023
£ £
123,338 22,588
Work in progress
49,073 92,637
Raw materials
172,411 115,225
12. Debtors
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
- - 819,754 436,235
Amounts owed by group undertakings (after 1 year)
- - 819,754 436,235
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
173,156 227,679 - 30
Trade debtors
3,485 12,644 1,083 763
Other debtors
323,594 96,789 15,484 5,005
Prepayments and accrued income
23,842 13,856 9,974 7,890
VAT repayable
85,788 22,475 - -
Corporation tax repayable
609,865 373,443 26,541 13,688
Included in amounts owed by group undertakings in note 12 is a balance of
£819,754 (2023: £439,235) owed by Greenspur Wind Limited to Time To ACT plc.
This balance does not need to be repaid within 12 months of 31 March 2024 and
there is no interest on this loan.
13. Cash and cash equivalents
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
1,887,904 3,105,699 140,848 781,219
Cash at bank and in hand
781,219
1,887,904 3,105,699 140,848
14. Creditors: Amounts falling due within one year
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
115,000 115,000 - -
Bank loans
- 564,697 - 564,697
Other loans
667,724 214,501 43,999 27,571
Trade creditors
37,022 311,502 7,025 8,367
Other taxation and social security
130,367 196,053 71,120 18,088
Accruals and deferred income
950,113 1,401,753 122,144 618,723
15. Creditors: Amounts falling due after more than one year
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
230,000 345,000 - -
Bank loans (see note 14)
1,603,621 750,329 792,751 -
Other loans
121,055 99,363 - -
Accruals and deferred income
1,954,676 1,194,692 792,751 -
Bank loans relate to two loans.
A £525,000 CBILS loan with HSBC payable over a 5‑year period. Interest is
chargeable at a rate of 3.99% plus Bank of England base rate on the reducing
capital balance of the loan. This loan is partly secured by a personal
guarantee provided to HSBC Bank Plc and is scheduled to be repaid in full by
March 2027.
A £50,000 Bounce Back loan with Lloyds which is payable over a 5 year period.
Interest is chargeable at a fixed rate of 2.5%.
Other loans relates to a third party convertible loan over a period of 6
years. Interest is chargeable at a fixed rate of 8% per annum.
16. Loans
Analysis of the maturity of loans is given below:
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Amounts falling due within one year
115,000 115,000 - -
Bank loans
- 564,697 - 564,697
Other loans
Amounts falling due 1‑2 years
115,000 115,000 - -
Bank loans
792,751 - 792,751 -
Other loans
-
907,751 115,000
792,751
Amounts falling due 2‑5 years
115,000 230,000 - -
Bank loans
304,371 304,371 - -
Other loans
-
419,371 534,371
-
Amounts falling due after more than 5 years
506,499 445,958 - -
Other loans
564,697
1,948,621 1,775,026
792,751
Provisions
17.
Group
Remedial reserve
£
28,586
At 1 April 2023
12,417
Charged to profit or loss
41,003
At 31 March 2024
The remedial reserve is an estimate to cover any costs which might arise after
delivery of a sale.
18. Share capital
2024 2023
£ £
Allotted, called up and fully paid
12,503,825 (2023 ‑ 11,503,825) Ordinary shares of £0.01 each 125,038 115,038
19. Reserves
Share premium account
The share premium reserve accounts for proceeds in excess of par value to
acquire shares. During the prior year there was a reduction of share premium
reserve from £4,078,756 to nil and the amount by which the share premium
reserve was reduced had been transferred to the company's profit and loss
account.
Merger Reserve
The merger reserve has been created as a result of business combinations.
Profit and loss account
The balance of profits held represents cumulative profits to date, net of
distributions to shareholders.
20.
Analysis of net debt
At 1 April 2023 Cash flows At 31 March 2024
£ £ £
Cash at bank and in hand 3,105,699 (1,217,795) 1,887,904
Debt due after 1 year (1,095,329) 54,459 (1,040,870)
Debt due within 1 year (679,697) (228,054) (907,751)
1,330,673 (1,391,390) (60,717)
21. Pension commitments
The Group operates a defined contribution plan open to all employees of the
Group.
The pension cost charge for the year represents contributions payable by the
Group to the schemes. The Group contributions were £26,912 (2023 ‑
£16,880).
As at 31 March 2024, the Group held £7,683 in contributions to be paid over
to the schemes (2023 ‑ £5,346).
The assets of the schemes are held separately from those of the Group in
independently administered funds.
22. Commitments under operating leases
At 31 March 2024 the Group and the Company had future minimum lease payments
due under non‑cancellable operating leases for each of the following
periods:
Group Group
2024 2023
£ £
88,511 84,479
Not later than 1 year
339,301 331,335
Later than 1 year and not later than 5 years
1,460,836 1,547,233
Later than 5 years
1,888,648 1,963,047
23. Related party transactions
All related party transactions arising during the current and previous year,
including directors' remuneration, were conducted under normal market
conditions.
24. Post balance sheet events
On 29th May 2024, Time To ACT plc listed its entire share capital on the Aquis
Stock Exchange. The following shares were issued as part of the initial public
offering:
£553,859 worth of loans converted into 1,384,645 new £0.01 Ordinary Shares.
The loans converted at a share price of £0.40.
80,000 new £0.01 Ordinary Shares were issued at £0.50 per share.
The enlarged share capital of Time To ACT plc is 13,968,470 £0.01 Ordinary
Shares.
25. Controlling party
The Directors do not consider there to be any one ultimate controlling party.
26. Guarantees and securities
Diffusion Alloys (UK) Limited has a guarantee in place dated 25 January 2024
with a commercial partner, as at the year end the guarantee due from the
company amounted to £77,054.20.
HSBC have a debenture including fixed charge over Diffusion Alloy (UK) Limited
present freehold and leasehold property; first fixed charge over book and
other debts, chattels, goodwill and uncalled capital, both present and future;
and first floating charge over all assets and undertaking both present and
future dated 19 July 2013.
HSBC have a debenture including fixed charge over Diffusion Alloy Holdings
Limited present freehold and leasehold property; first fixed charge over book
and other debts, chattels, goodwill and uncalled capital, both present and
future; and first floating charge over all assets and undertaking both present
and future dated 19 July 2013. Plant assets included in the HSBC fixed charge
dated 19 July 2013 have been released on 16 March 2023. On 16 March 2023 the
assets were entered into a fixed charge entitling Johnson Matthey.
HSBC hold a guarantee dated 28 December 2017 which is an unlimited guarantee
between connected companies including , Diffusion Alloys Limited (in
liquidation), Diffusion Alloys (UK) Limited and Diffusion Alloys Holdings
Limited.
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