REG - Windar Photonics PLC - Final Results
01/07/2025 07:00
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RNS Number : 0900P Windar Photonics PLC 01 July 2025
1 July 2025
("Windar" or the "Company")
Final Results
Windar Photonics plc (AIM:WPHO), the technology group that has developed a
LiDAR assisted Monitoring and Optimisation solution across multiple wind
turbine platforms, is pleased to announce the issue and posting of its results
for the 12 months ended 31 December 2024 and a notice convening the Company's
2025 Annual General Meeting ("AGM"). These documents will shortly be available
for viewing on the Company's website (www.windarphotonics.com
(http://www.windarphotonics.com) ) and will be posted to shareholders later
today.
Highlights
Financial:
· Revenue recognised in the year of €4.6m vs prior year revenue of
€4.8m,
· Record product shipments of value €5.8m with €1.2m recognised as
revenue in FY25
· EBITDA (before share based payments and exceptional expenses) of
€-0.5m (2023: €0.2m)
· Loss for the year of €0.9m (2023: €0.2m loss)
· Basic loss per share: €0.011ps (2023: loss €0.003ps)
· Completed £5.5m equity placing in December 2024 which followed the
£4.4m placing in April 2024, as a result:
o The Group had cash reserves of €7.1m (as at 31 Dec 2024)
o The Group has sufficient capital to increase investment in people,
manufacturing and technology to support the expected step change in revenue
growth from 2025 and beyond
Operational:
· The Company's industry profile increased significantly in 2024,
arising from
o An initial $1.3m breakthrough order from a new customer in North America
comprising both hardware and first sales of Nexus software
o A follow -on order of $2.5m for delivery to the North American market
Significant progress extending the sales pipeline beyond V82 turbines
following successful trials on other platforms utilising Windar's unique
WindTimser integration software
The successful launch of the Windar Nexus OS software suite in 2024 is now
being followed up with further modules delivering full Turbine Performance
Monitoring ('TPM') capability
Software and TPM combined with continued hardware evolution provide
opportunity for recurring revenue model
Scaling the business to meet customer demand:
· Relocation of main production and R&D facilities to a new larger
site in Ishoj Denmark, enabling a quintupling of production capacity
· Expanding sales capability in the US and Europe with the recruitment
of senior sales personnel
· Welcomed Soren Karles Belmar as CFO of Windar Photonics A/S and Group
CFO Designate in June 2025
· Established a new external advisory board, comprising three
distinguished experts from the wind energy industry in April 2025
Trading in 2025:
· The uncertainty surrounding the timing of new orders in North America
has increased reflecting the broader macroeconomic backdrop where some
customers are pausing to allow current tariff volatility to pass. Nonetheless
the Group is expecting to announce a substantial order from this region in the
near future and we remain optimistic for the North American market
· Product cost reductions of approximately 7% delivered to offset the
impact of currency fluctuations and tariff increases
· The Group has obtained new test orders on several turbine platforms
in Europe, Japan and China and is confident of obtaining its first V82 farm
rollout in Australia
Outlook
We entered 2025 in a strong position, supported by a solid forward orderbook
and a growing pipeline of opportunities accentuated by the recent Cleanpower
exhibition in Pheonix and driven by a high level of interest in our products
from independent wind power producers. While the North American market, a key
region for us, is showing increased caution due to tariff uncertainty, overall
demand for our solutions remains strong. As the simple proposition of
increasing power output and extending turbine lifespan with a return after
just two years, is proving highly attractive and therefore, despite some
customer caution in both North America and China, we will still deliver a
significant increase in revenues during 2025 compared to 2024.
Furthermore, with a significantly enhanced balance sheet following two
successful Placings, we are investing now in developing our team, our
manufacturing footprint and technologies so we can best deliver on our
exciting growth prospects.
For further information, please contact:
Windar Photonics plc
Jørgen Korsgaard Jensen, CEO Tel: +45 24234930
Gavin Manson, Director
Grant Thornton UK LLP - Nominated Adviser
Philip Secrett / Harrison Clarke / Elliot Peters Tel: +44 (0) 20 7383 5100
Dowgate Capital - Broker
James Serjeant / Russell Cook Tel: +44 (0) 20 3903 7715
Novella Communications
Tim Robertson / Safia Colebrook Tel: +44 (0) 20 3151 7008
Notes to Editors:
Windar Photonics plc is a technology group that has developed Light Detection
and Ranging ("LiDAR") optimisation systems for use on electricity generating
wind turbines. LiDAR wind sensors in general are designed to remotely measure
wind speed and direction.
Visit our website for further information: https://www.windarphotonics.com/
(https://www.windarphotonics.com/)
Chairman's Statement
Whilst the commercial progress made by the Group in 2024 was significant the
strategic development of the Group during the year and subsequent to the
period end will be more significant in ensuring delivery of the Group's
potential and addressing the structural constraints to growth evident in our
markets and internally.
The Group entered 2024 having secured a significant breakthrough order in
North America but subject to working capital constraints and revenue
predictability challenges arising from the inevitable consequences of being
dependant on a small number of large orders.
The oversubscribed £4.4m equity placing completed in April 2024 resolved the
Group's working capital constraints allowing it to confidently pursue delivery
of its existing business model of the sale of LiDAR units delivering the
targeted 2-4% power output gains from wind-turbines.
The launch of the first modules of our Nexus software platform in mid-2024
represented the first step in our strategy to provide a range of turbine
management software solutions - providing customers with the ability to
monitor and manage individual turbines and entire turbine farms more
efficiently, improving power out-put, reducing turbine maintenance costs and
increasing turbine operative lifespan. This strategy provides the Group with
the ability to achieve growth through a predictable recurring revenue model -
also giving it the opportunity to offer customers both capital or revenue
expenditure solutions.
The gradual implementation of this recurring revenue model requires
incremental capital commitment from the Group and as such we completed a
second oversubscribed equity placing of £5.5m in December 2024.
Whilst in 2024 the Group continued to be impacted by the challenges of
accurately predicting the timing of a small number of individually very large
(for the Group) orders the development of the initial modules of our software
solutions combined with the support of investors in providing the capital
required for delivery allowed the Group to end 2024 with excitement and
confidence. Whilst a single order of value €1.25m, that was shipped in
December 2024 and that would have resulted in full year revenue growth of
23.7% will be recognised as revenue in 2025, the progress made, including our
first software derived revenue is highly encouraging.
That progress made in 2024 has allowed the Group to significantly increase its
profile and credibility within the global wind and renewables industry. We
were delighted to welcome Tove Feld as an advisor to the Group in late 2024 as
a first step towards the establishment of an Advisory Board of influential
Industry experts. This Advisory Board will be Chaired by Tove, who brings over
30 years' experience in the energy and infrastructure sector, joined by Bo
Birkemose and Carsten Westergaard together bringing extensive global industry
experience. This is a significant step forward for the Group and we welcome
our new colleagues.
In last year's report I mentioned two Board changes that occurred early in the
year under review, the unexpected tragic loss of Johan Blach Petersen in April
2024 and Gavin Manson joining the Board in February 2024. Gavin's experience
in financial leadership was instrumental in our successful capital raises in
2024 and in developing our financial management and reporting. The Board has
been further strengthened in 2025 by the appointment of Andreas Berg Nielsen
as a Non-Executive Director. Andreas brings extensive industry experience in
the wind and renewables industry and is currently Vice President, KK Wind
Solutions.
Whilst conscious of the need to balance delivery with cost control, in order
to successfully deliver the opportunity presented by our pipeline of global
sales opportunities we are actively developing our sales capability in the US
and Europe and in June 2025 welcomed Soren Belmar as CFO of Windar Photonics
A/S and Group CFO Designate.
Finally, I am pleased to report that the Group will be relocating its main
production, R&D and administrative operations to a new and cost-effective
site in Ishoj, Denmark in July 2025. This move will significantly increase
production capacity as well as improving operating efficiency.
The activities referred to above leave the Group well positioned to deliver
growth through conversion of sales opportunities across the globe on multiple
wind turbine platforms. The Board believe that the opportunity is huge and
that whilst there is much to do - the Group is now well positioned for
consistent delivery. As such we face the future with confidence.
Outlook
We entered 2025 in a strong position, supported by a solid forward orderbook
and a growing pipeline of opportunities accentuated by the recent Cleanpower
exhibition in Pheonix and driven by a high level of interest in our products
from independent wind power producers. While the North American market, a key
region for us, is showing increased caution due to tariff uncertainty, overall
demand for our solutions remains strong. As the simple proposition of
increasing power output and extending turbine lifespan with a return after
just two years, is proving highly attractive and therefore, despite some
customer caution in both North America and China, we will still deliver a
significant increase in revenues during 2025 compared to 2024.
Furthermore, with a significantly enhanced balance sheet following two
successful Placings, we are investing now in developing our team, our
manufacturing footprint and technologies so we can best deliver on our
exciting growth prospects.
That progress in 2024 has allowed us to put in place the infrastructure and
resource necessary to deliver the significant opportunities open to the
Company. Whilst 2025 will be a transitionary year we anticipate further
progress ahead of material growth in the years to come.
30 June 2025
David George Lis
Chairman
STRATEGIC REPORT
The Directors present their Strategic Report and the audited financial
statements for the year ended 31 December 2024.
PRINCIPAL ACTIVITIES OF THE GROUP
Windar Photonics is a technology Group that has developed LiDAR wind sensors
and a related software suite designed to efficiently and cost effectively
increase the power output and reduce the lifetime operating costs of
electricity generating wind turbines. LiDAR wind sensors in general are
designed to remotely measure wind speed and direction.
The Group's key physical products are the WindEYE™ and WindVISION™ sensors
which measure the wind speed at different measuring points by scanning a laser
beam ahead of the wind turbine. By measuring the wind speed a variety of wind
information is derived such as wind direction, turbulence, wind shear, wind
gust and wake detection. The products and various algorithms are designed for
the general optimisation of wind turbines both in respect of increasing the
Annual Energy Production and general load reduction options.
The Group has recently developed and implemented the first phase of its Nexus
software platform to support the data driven management of the improvement of
performance of individual wind turbines and in future turbine farms.
REVIEW OF THE BUSINESS
The Chairman's Statement on page 3 and 4 includes a general review of the
Group's business for the year.
FUTURE DEVELOPMENTS IN THE BUSINESS
Our customers, Independent Power Producers (IPPs) and Wind Park Operators are
primarily interested in general optimisation of existing wind turbines thereby
potentially increasing power output, reducing maintenance costs and extending
turbine life. One method of achieving increased power output is by
optimisation of the yaw alignment of the wind turbine, meaning that the wind
turbine is better facing the wind. This can be obtained by fitting a LiDAR
wind sensor such as the WindEYE™ sensor. To allow our customers to better
understand the performance of individual turbines and entire windfarms Windar
Photonics has developed its Nexus Turbine Optimisation and Monitoring software
solutions. Windar will continue to sell its LiDAR hardware solutions but
will increasingly offer customers the ability to truly understand the
performance of individual turbines and entire farms. This will allow operators
to optimise power output, reduce maintenance costs, extend turbine life and
ultimately understand the factors influence windfarm design for future
implementations. The provision of these material value add ongoing services to
our customers will allow Windar to grow through a combination of transactional
LiDAR sales and the provision of ongoing services through software licensing
and software enabled Turbine Optimisation and Monitoring services.
The capital raised by the Group in 2024 will:
1. Allow fulfilment of the existing baseline LiDAR sales
opportunity without capital constraint
2. allow the Group to continue to develop further value
enhancing modules within its Nexus software platform and meet the capital and
working capital requirements of a gradual transition to commercial model
focussed on recurring and predictable revenue and highly attractive
returns.
3. Develop its sales resource in the US and European markets
to deliver the very significant opportunities available across multiple
turbine platforms and geographies
4. Develop its infrastructure to enable the appointment of a
focussed CFO and the relocation to new premises - materially increasing
production capacity and improving efficiency and communication
Windar's sales progress in 2024 was impacted by delayed recognition of a
€1.25m order shipped in December but not recognised until 2025. This left
2024 revenue at €4.5m, down from €4.8m in the prior year. The significant
orders from a new North American customer in April 2024 and December 2024
totalling $3.7m represented not only a material breakthrough in the North
American market but also market the first significant software revenue. It was
particularly positive to get the larger December order following
implementation and demonstration of the benefits of the LiDAR units and Nexus
software from the April order.
As well as including the sale of a number of WindVISION sensors as noted above
the North American orders also marked the first revenue from services related
to our Nexus software platform. This platform will increasingly be the
foundation for future developments in the provision of enhanced services
giving clients with our WindEYE and WindVISION products the opportunity to
realise performance improvements beyond the core wind alignment benefits from
installation of our hardware. The data and benefits from utilising current and
future Nexus Turbine Optimisation and Monitoring software modules will
optimise alignment, operating hours, planned maintenance and operating life of
individual turbines as well as incremental benefits from the consolidation of
data and response across wind farms.
GROUP RESULTS AND DIVIDENDS
In the year ended 31 December 2024, Windar Photonics achieved revenue of
€4.6 million (2023; €4.8 million) from sales of WindEYE(TM) and
WindVISION(TM) sensors and related services which represent a revenue decrease
of 4.3% from 2023. The total gross profit for the year amounted to €2.5
million (2023; €2.4 million) representing an increase of 7% from the prior
year.
The Group loss for the year before taxation and exceptional expenses increased
to €1.1 million (2023: €0.4 million).
No dividends are payable for the year under review (2023: No dividends
payable).
CAPITAL INCREASE
In April 2024, the Group raised £4.4m of capital through the issue of
12,631,426 Ordinary Shares at an undiscounted price of 35p per share. The
Capital was raised in order to provide the Group with the working capital
necessary to satisfy demand for its products and increased balance sheet
strength. In December 2024 the Group raised a further £5.9m through the issue
of 14,750,000 Ordinary Shares at the undiscounted price of 40p per share.
This December issue marked the final opportunity for the Company to raise
capital utilising EIS / VCT eligibility. The proceeds of this issue are
intended to give the Company the balance sheet strength necessary to enable
the development of recurring revenue business streams.
PRINCIPAL RISKS AND UNCERTAINTIES
Sales cycle and product acceptance
As with many large projects the successful addition of a client and the
successful installation of the Group's product for a potential client can
entail a long sales cycle, which often also involves protracted negotiations
and meeting detailed technical specifications and requirements, the length of
which may adversely affect the Group's financial situation and cash flow and
increase project costs. Furthermore, there can be no guarantee that the
commencement of such negotiations will result in successful addition of a
client and, as such, significant time may be spent, and expense may be
incurred without return for the Group.
As the Group increases its presence in the market and is undertaking projects
with IPP, Wind Farm Operators and OEMs the sales cycle risk is reduced, as
there are more potential clients, and the non-conversion of any potential
client is less of a risk to the business. As the Group continues to grow this
risk will become a normal trading risk.
Products and services failure
Quality is critical to the Group's business solution. While the Group's
technology is complete and extensive security and scalability testing has been
carried out, a major system defect, due to design mistake or technology
failure could impact upon current and future customer demand. This may lead to
adverse press and market commentary damaging the reputation of the Group and
require rectification costs and/or claims against the Group. Further, all
sales made by the Group are made with a two-year warranty with the first sale
having been made in the fourth quarter of 2013. No major claims have been made
under such warranties, and the Group has worked with its customers to enhance
the installations on site to date but there can be no assurance that the Group
will not incur significant liabilities in satisfying warranty claims in the
future.
The Group has not had to initiate a product recall. However, it may be exposed
to product recalls if its products are faulty or if regulations are breached.
If the Group must recall products, it may incur significant and unexpected
costs and damage to its reputation. The Group has implemented quality control
procedures to mitigate this risk.
Reliance on suppliers
The substantial part of subcomponents that are assembled into the WindEYE™
and WindVision™ sensors are manufactured and supplied by third parties. It
may be difficult to replace any of these subcomponents if there was an
interruption in the supply, consistency, quality or timely delivery or an
increase in costs above the forecast levels, which could adversely affect the
Group's operating results or harm its reputation. Any such interruption where
the Group is unable to locate and engage an alternative within a reasonable
time and at an acceptable cost may result in the Group being unable to offer
its services or products or a material interruption in the provisions of its
services or products, which in turn may have a material adverse effect on the
Group's business and prospects.
Other commercial factors
The Group is still in an early business cycle stage and now entering the next
higher growth cycle means that the Group will be exposed to a higher
concentration of single customers and/or contracts. In 2024 this was
illustrated by the fact that 3 customers accounted for 87.8% of the annual
Group revenue (2023: 2 customers, 55%). Our sales pipeline of potential new
orders is expected to significantly reduce concentration in the medium term.
The Group is aware and is paying attention to the potential commercial risk
this development brings. One of the ways to mitigate this risk going forward
is to continue to focus strongly on both ongoing, but just as important, new
OEM projects with the view over time to developing a broader customer base.
Being in an early business cycle the Group has been dependent on financing the
business through placing of shares in the market primarily to finance annual
losses generated in the Group. The Group is aware of the risks associated with
being dependent on such capital sources. The focus in the Group to mitigate
this risk is to arrive at a position where any potential future share placings
primarily will be needed for financing of working capital and not financing of
annual losses. Following the December 2024 share issue, no further issues are
anticipated.
Reliance on key personnel
The Company's future success is substantially dependent on the Group's ability
to attract, train, motivate and retain key management, commercial and
technical personnel with the necessary skills and experience. There is no
guarantee that the Group will be successful in attracting and/or retaining key
personnel. The loss of any of these key personnel for whatever reason may have
a material adverse effect on the future of the Company's business.
Confidentiality
In order to protect its proprietary technology and processes, the Group relies
on confidentiality agreements with employees, licensees, independent
contractors and other third parties. These agreements may not effectively
prevent disclosure of confidential information and may not provide an adequate
remedy in the event of disclosure of confidential information. Costly and
time-consuming litigation could be necessary to enforce and determine the
scope of the Group's proprietary rights, and failure to obtain or maintain
trade secret protection could adversely affect the Group's competitive
business position.
SECTION 172 OF THE COMPANIES ACT 2006
The Directors are well aware of their duty under Section 172 of the Companies
Act 2006 to act in the way which they consider, in good faith, would be most
likely to promote the success of the Company for the benefit of its members as
a whole and, in doing so, to have regard (amongst other matters) to:
• the likely consequences of any decision in the long term;
• the interests of the Company's employees;
• the need to foster the Company's business relationships with
suppliers, customers and others;
• the impact of the Company's operations on the community and the
environment;
• the desirability of the Company maintaining a reputation for high
standards of business conduct; and
• the need to act fairly between members of the Company.
The Board recognises that the long-term success of the Group requires positive
interaction with its stakeholders. Positive engagement with stakeholders will
enable our stakeholders to better understand the activities, needs and
challenges of the business and enable the Board to better understand and
address relevant stakeholder views which will assist the Board in its decision
making and to discharge its duties under Section 172 of the Companies Act
2006. The comprehensive interaction with stakeholder incorporates among others
regulatory announcements as well as direct communication between Shareholders
and the Board.
In Windar Photonics, we set an honour in building long-term corporate
relationships, with both suppliers, customers and development partnerships,
which has been an essential part, since the incorporation of the Group and is
still today a fundamental part of our progress.
One of the biggest assets in Windar Photonics PLC is our team members. Their
hard work and personal commitment are highly valued and is the cornerstone for
the continued positive future journey for the Group. We will continue to
ensure the well-being, embraced their ambitions and empower them, as an
essential part of our Group.
KEY PERFORMANCE INDICATORS
The Group considers the revenue, the EBITDA development, cash balances, levels
of debt, and employee numbers as the current key performance indicators of the
business as it has been in a start-up phase.
Revenue for the year was €4.6 million (2023: €4.8 million) representing a
decrease of 4.3% and Gross Profit showed an increase of 7%.
EBITDA representing the loss from operations before exceptional expenses and
adding back the depreciation and amortisation charges of €0.3 million (2023:
€0.2 million), amounted to a loss of €0.5 million (2023: €0.1 million).
At 31 December 2024 the Group had cash balances of €7.1 million (2023:
€0.2 million).
Trade receivables at the end of the year increased to €4.3 million (2023:
€0.5 million).
The Group's loans at 31 December 2024 amount to €1.4 million (2023: €1.8
million) of which €0.6 million (2023: €0.5 million) is classified as
current.
Employee numbers at 31 December 2024 were 29 (2023: 29).
BY ORDER OF THE BOARD ON 30 JUNE 2025
Jorgen Korsgaard Jensen
Director
DIRECTORS' REPORT
The Directors present their report and the Financial Statements for the year
ended 31 December 2024.
FUTURE DEVELOPMENTS
The future developments for the Group are discussed in the Chairman's
Statement and the Strategic Report.
GROUP RESULTS AND DIVIDENDS
The Group results and dividends are shown in the Strategic Report.
DIRECTORS
The Directors of the Company during the year were:
Jørgen Korsgaard Jensen
Johan Blach Petersen (resigned on 9 April 2024)
Paul Joseph Hodges
Andrew John Richardson
David George Lis
Gavin Maxwell Manson (appointed on 14 February 2024)
Andreas Berg Nielsen (appointed on 9 June 2025)
DIRECTORS' INTERESTS
As at 31 December 2024 As at 17 June 2025
Ordinary Shares Per cent Warrants Ordinary Shares Per cent Warrants
Jørgen Korsgaard Jensen (held by Pasinika Limited. see below)
David George Lis 5,649,864 5.9% - 5,649,864 5.9% -
1,826,071 1.9% - 2,020,564 2.1% -
Paul Joseph Hodges 3,545,318 3.7% - 3,601,586 3.7% -
Andrew John Richardson 50,000 0.1% - 72,507 0.1% -
Gavin Manson 428,571 0.4% - 484,839 0.5% -
SIGNIFICANT SHAREHOLDERS
Shareholders who have notified the company of shareholdings in excess of 3% as
at 31 December 2024 and at 17 June 2024 are as follows:
As at 31 December 2024 As at 17 June 2025
Number of ordinary shares Percentage Number of ordinary shares Percentage
Pasinika Limited 5,649,864 5.9% 5,649.864 5.9%
Amati Global Investors 4,092,857 4.3% 4,092.857 2.4%
Octupus Investments 3,900,000 4.1% 3,900,000 4.1%
Paul Joseph Hodges 3,545,318 3.7% 3,601,586 3.7%
Janus Henderson 3,327,204 3.5% 3,327,204 3.5%
Unicom Alm VAT plc 2,925,000 3.0% 2,925,000 3.0%
DIRECTORS' BIOGRAPHIES
David George Lis (Non-Executive Chairman), aged 75
David George Lis is an experienced non-executive director within investment
and fund management. David joined Norwich Union Investment Management in 1997
(later merging to form Aviva Investors), before becoming Head of Equities in
2012 and latterly Chief Investment Officer, Equities and Multi Assets, until
his retirement in March 2016. David is currently the Chairman of WildLife
Group Limited, the Senior Independent Director of Melrose Industries plc and
Hostmore Plc and a Non-Executive Director of Dowgate Capital Limited. He has
previously held the position of Senior Independent Director of Electra Private
Equity plc as well as being a non-executive director of BCA Marketplace plc
and the Multifamily Housing REIT plc.
Jørgen Korsgaard Jensen (Chief Executive Officer and Founder), aged 62
Jørgen Korsgaard Jensen is an expert in optical technology solutions and has
been involved in Research & Development projects in the field of optical
technology in collaboration with the Danish Technical University, DTU for more
than twenty years. Prior to that he held leading positions in international
companies with responsibilities for strategy, finance, purchasing and
logistics. He is the chief executive and founder of OPDI Technologies A/S,
which is a technology incubator company focused on development of
opto/electronic sensors primarily for consumer electronic products.
The businesses of Windar Photonics and WaveTouch Group Limited were both
initially created by, and are derived from businesses within OPDI Technologies
A/S.
Paul Joseph Hodges, aged 65
Paul Joseph Hodges has had a career in the City of London, spanning 40 years,
as an investment analyst, stockbroker and corporate financier. During this
period, Paul has held prominent roles at S G Warburg, James Capel, Schroder
Securities, Collins Stewart and Cenkos plc. Paul was a founding partner of
Cenkos, a main board director and a central figure in the firm's landmark
deals. He now acts as an independent consultant. Paul has a B.Sc(Economics)
degree in Econometrics from the London School of Economics and a M.Sc degree
in Management Science from Imperial College, London.
Andrew John Richardson, aged 60
Andy is a non-executive chairman, director and board advisor who helps
businesses to achieve success. Andy has a wealth of expertise across a range
of organisations at CEO, Chair and non-executive levels, including having been
Chairman of Rubicon Partners Industries, CEO of Arc Specialist Engineering
Limited and CEO of Metalrax Group Plc. He has a strong track record in
business transformation, scale-up and international development in quoted,
private equity and family office ownership structures. He has a demonstrated
history of success internationally in the manufacturing sector including
Automotive, FMCG, Medical Devices, Aerospace, Off-Highway, Engines, Consumer
Products, Safety Products, Building Products. Andy was educated at Cambridge
University holding two degrees, M.A. and M.Eng. Andy loves helping people to
succeed.
Gavin Maxwell Manson, aged 59
Gavin Manson is an experienced non-executive director and CFO. He is currently
CFO of agriculture and engineering group Carr's Group plc and is a
Non-Executive Director of healthcare group Meallmore Ltd. He was previously
Chairman of Hostmore plc until June 2023 and between 2016 and 2022 was Chief
Financial and Operating Officer of Electra Private Equity PLC having
previously held senior finance positions in a number of listed companies
including Thomas Cook Group plc, Premier Farnell plc and Merck KGaA.
Andreas Berg Neilsen, aged 46
Andreas brings close to two decades of global leadership experience in the
wind energy sector, with a proven track record in business development,
strategic expansion, and commercial excellence across both European and North
American markets.
Currently Vice President at KK Wind Solutions, Andreas played a key role in
the company's North American expansion and the integration of key business
units. He has also held senior roles at Siemens Gamesa Renewable Energy, where
he successfully led cross-functional teams, drove revenue growth, and built
strong client relationships. Andreas brings extensive expertise across the
wind energy value chain and is actively involved in networks across the
renewable energy sector.
DIRECTORS' REMUNERATION
The value of all elements of remuneration received by each Director in the
year was as follows:
Wages and salaries Fees Fair value of warrant costs Total
€ € € €
Year ended 31 December 2024
Executive Directors
Jørgen Korsgaard Jensen 200,000 - - 200,000
Non-executive Directors
David George Lis - 100,000 - 100,000
Paul Joseph Hodges - 28,868 - 28,868
Andrew John Richardson - 28,868 - 28,868
Gavin Maxwell Manson* - 142,134 - 142,134
Total 200,000 299,870 - 499,870
Year ended 31 December 2023
Executive Directors
Jørgen Korsgaard Jensen - - - -
Non-executive Directors
David George Lis - 24,494 - 24,494
Paul Joseph Hodges - 28,350 - 28,350
Andrew John Richardson - 26,933 - 26,933
Total - 79,777 - 79,777
* During the year a company associated with Gavin Manson received fees of
€113,266 in respect of services provided to the Company for the consultancy
fees during the year. These fees were determined on an 'arms length' basis.
QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
The Company has put in place qualifying third party indemnity provisions for
all of the directors of Windar Photonics Plc.
FINANCIAL INSTRUMENTS
Currency
The Group reports its revenues and costs in EUR, whilst some of these revenues
and costs may arise in currencies other than this including, inter alia US
Dollars, Pounds Sterling, Chinese Yuan and Danish Krone. As a result, the
Group is exposed to risks associated with fluctuations in foreign currency
exchange rates, which may adversely affect the Group's reported profits or
make its overseas contracts relatively less valuable. In particular, customers
are invoiced in their local currency rate, which may in the future give rise
to material currency exposure risks. The Group does not currently engage in
any currency hedging although as the business expands and foreign currency
exposure increases the Group will consider options to mitigate the exposure to
foreign currency movements.
Liquidity risk
Liquidity risk arises from the Group's management of working capital and the
finance charges and principal repayments on its debt instruments. It is the
risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due.
The Group's policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they become due. To achieve this aim,
the Group finances its operations through a mix of equity and borrowings. The
Group's objective is to provide funding for future growth and achieve a
balance between continuity and flexibility through its bank facilities and
future intergroup loans.
The Board receives cash flow projections on a regular basis as well as
information regarding cash balances. At the end of the financial year these
projections indicated that the Group is expected to have sufficient liquid
resources for a period of at least twelve months from the date of signing of
these financial statements, to meet its obligations. Accordingly, the Board
has adopted the going concern basis. See note 3 for further details.
Credit risk
The Group regularly reviews and assesses the trade receivables for impairment
and considers the market risk in respect of the trade receivables. As the
Group trades with a concentrated number of customers the Group has reviewed
trade receivables on an individual basis. The Group has made a provision
against overdue trade receivables of € Nil (2023: € Nil). The Group
considers the followings events as indicators of an impairment:
· default of payments of the counterparty;
· financial difficulties of the counterparty;
· it's becoming probable that the counterparty enters bankruptcy or
other financial reorganisation;
· granting to the counterparty a concession that the Group will not
otherwise consider.
EMPLOYMENT POLICIES
The Group is committed to employee involvement in the business and there are
consultative procedures available for management and other employees to
discuss matters of mutual interest.
The Group has a policy of non-discrimination in respect of sex, colour,
religion, race, nationality or ethnic origin and the recruitment of disabled
persons is only subject to any overriding consideration of access and safety.
TREASURY POLICY
The Group has adopted formal treasury policies to control its financial
instruments. It is a Group Treasury policy not to undertake transactions of a
speculative nature. Group cash flows are managed centrally, and surplus cash
is invested in short-term financial instruments.
Compliance with these policies is monitored by the Board.
RESEARCH AND DEVELOPMENT
The Group continues to undertake R&D into LiDAR technology. During the
year the Group spent €1,567,985 (2023: €1,517,237) on R&D of which
€573,093 (2023: €493,436) has been capitalised as an intangible asset as
shown in note 17 to the financial statements.
The Group has received public Research and Development Grants of €29,894
(2023: €165,223) in respect of the capitalised research and development. At
the end of the year, 2 development projects are ongoing which are supported by
public Research and Development Grants and outstanding grants which can be
claimed in the coming two years amount to €nil (2023: €51,127).
GOING CONCERN
The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future.
For this reason, they continue to adopt the going concern basis in preparing
the financial statements. Further expansive description can be found in Note
3.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the
Director's Report, the Corporate Governance Statement and the 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
Group and company financial statements in accordance UK-adopted international
accounting standards ("IFRS"). 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 Group and company and of the
profit or loss of the Group for that period. The directors are also required
to prepare financial statements in accordance with the rules of the London
Stock Exchange for companies trading securities on the Alternative Investment
Market.
In preparing these financial statements, the directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and accounting estimates that are
reasonable and prudent;
· state whether the Group and Parent Company financial
statements have been prepared in accordance with IFRSs as adopted by the
United Kingdom, subject to any material departures disclosed and explained in
the financial statements; and
· prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the company will continue in
business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and Company and enable them to ensure that the financial statements
comply with the requirements of the Companies Act 2006. They are also
responsible for safeguarding the assets of the Group and Company and hence for
taking reasonable steps for the prevention and detection of fraud and other
irregularities.
WEBSITE PUBLICATION
The directors are responsible for ensuring the annual report and the financial
statements are made available on a website. Financial statements are
published on the Group's website in accordance with legislation in the United
Kingdom governing the preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions. The maintenance and
integrity of the company's website is the responsibility of the directors.
The directors' responsibility also extends to the ongoing integrity of the
financial statements contained therein.
AUDIT INFORMATION
The directors who were in office on the date of approval of these financial
statements have confirmed, as far as they are aware, there is no relevant
audit information of which the Group's auditor is unaware.
Each of the directors have confirmed that they have taken all the steps that
they ought to have taken as directors in order to make themselves aware of any
relevant audit information and to establish that the Group's auditor is aware
of that information.
AUDITORS
Gravita Audit Limited has indicated that it will not seek re-appointment as
the company's auditor at the forthcoming Annual General Meeting as, following
a business reorganisation, its audit services will be provided another Gravita
company. A resolution to appoint Gravita Audit II Limited as the company's
auditor will be proposed at the forthcoming Annual General Meeting.
BY ORDER OF THE BOARD ON 30 JUNE 2025
Jorgen Korsgaard Jensen
Director
CORPORATE GOVERNANCE STATEMENT
The Group has elected to follow the QCA guidelines in respect of Corporate
Governance, which is also published on the Company's website.
In common with other organisations of a similar size, the Executive Director
is heavily involved in the day-to-day running of the business. The Board of
Directors meets regularly and is responsible for formulating strategy, and for
the trading subsidiaries, monitoring financial performance and approving major
items of capital expenditure. All Directors have access to the advice and
services of the Company Secretary.
BOARD OF DIRECTORS
The Board includes a minimum of three Non-Executive Directors. The Board has
scheduled meetings every second month for each year and others as required.
The Board retains full responsibility for the direction and control of the
Group. No strategic powers have been delegated and for these reasons the Board
did not have, during the year, a formal schedule of matters specifically
reserved to it.
There is currently no formal agreed procedure for Directors in the furtherance
of their duties to take independent professional advice as necessary at the
Company's expense.
NON-EXECUTIVE DIRECTORS
The appointment of Non-Executive Directors is a matter for the Board as a
whole based on recommendations from the Nominations Committee. Although
recommended by the Code, there is currently no formal selection process. The
Non-Executive Directors have contracts for services for an unspecified period.
Non-Executive Directors are subject to re-election every three years.
Terms and conditions of appointment of the Non-Executive Directors are
available for inspection.
EXECUTIVE DIRECTORS
Directors are appointed by the Board of Directors but stand for election by
the shareholders at the Annual General Meeting. The Executive Directors are
subject to re-election every three years.
The Company holds board meetings regularly throughout the year. Eleven
scheduled board meetings were held during the year, as well as two audit
committee meeting, one remuneration committee meeting and one nomination
committee meeting. Attendance by board members is shown below.
Board Audit Committee Remuneration Committee Nomination Committee
Number of meetings held 11 2 1 1
Executive board members
Jørgen Korsgaard Jensen 11 N/A N/A N/A
Non-executive board members
David George Lis 11 - N/A 1
Paul Joseph Hodges 10 2 1 1
Andrew John Richardson 10 2 1 1
Gavin Maxwell Manson 9 - 1 N/A
Johan Blach Petersen 2 N/A N/A N/A
In the event that Board approval is required between Board meetings, Board
members are emailed the details, including supporting information in order to
make a decision. The decision of each Board member is communicated and
recorded at the following Board meeting. Board members are aware of the time
commitment required when joining the Board.
BOARD COMMITTEES
Audit Committee
During the year to 31 December 2024, the Audit Committee comprised Andrew John
Richardson and Paul Joseph Hodges and was chaired by Andrew John Richardson.
The Audit Committee meets at least once a year and is responsible for
reviewing the annual and half-yearly financial statements, the system of
internal controls and risk management, and the terms of appointment and
remuneration of the auditor. It is also the forum through which the auditor
reports to the Board. The Audit Committee is also responsible for reviewing
the objectivity of the external auditor and the terms under which the external
auditor is appointed to perform non-audit services.
The Group's auditor also attends the Audit Committee at its request and
reports on its work procedures, the quality and effectiveness of the Group's
accounting records and its findings in relation to the Group's statutory
audit. The Audit Committee will meet with the auditor at least once a year.
During the year the committee worked with the Group auditors, on the findings
of the 2024 audit as well as reviewing the company's full year results on
behalf of the Board. It considered significant accounting policies, ensured
compliance with accounting standards and considered reports from the external
auditor on accounting topics of a judgemental nature requiring attention. The
Committee, where necessary will have had separate discussions with the auditor
without management being present on the adequacy of controls and any
judgemental areas, as well as feedback on the audit.
Nomination Committee
The Nomination Committee comprises David George Lis, Andrew John Richardson
and Paul Joseph Hodges and is chaired by David George Lis. It meets at least
once a year and otherwise as required. The Nomination Committee considers the
composition of the Board, retirements and appointments of additional and
replacement directors and makes appropriate recommendations to the Board.
Remuneration Committee
The Remuneration Committee comprises Andrew John Richardson, Paul Joseph
Hodges and Gavin Maxwell Manson (from his appointment on 14(th) February 2024)
and is chaired by Paul Joseph Hodges. It meets at least once a year and is
responsible for reviewing the scale and structure of the executive directors'
remuneration and the terms of their service or employment contracts, including
any share options granted and other bonus arrangements. The remuneration and
terms and conditions of the Non-Executive Directors are set by the entire
Board.
The remuneration committee has decided that the Executive Director should
receive remuneration from 1(st) January 2024.
The Non-Executive Directors were awarded remuneration for their services
during the year.
During the year no share options lapsed, and no new share options were granted
during the year.
PERFORMANCE EVALUATION
There is currently no formal performance evaluation of the board, its
committees, and its individual directors. A modus operandi for the evaluation
of the board is currently under consideration but not implemented at the
current stage of the Group's development, as the Group is still a fairly young
and small business unit.
COMMUNICATION WITH SHAREHOLDERS
The Directors are available to shareholders at any time to discuss strategy
and governance matters.
In addition, all Group announcements are published on the Group's website,
together with financial results.
All shareholders have the opportunity to ask questions and express their views
at the Company's Annual General Meeting, at which all Directors are available
to take questions.
AUDIT AND INTERNAL CONTROL
The primary role of the Audit Committee is to keep under review the Group's
financial systems and controls and its financial reporting procedures. In
fulfilling this role, the Committee receive, and review work carried out by
the external auditors and their findings.
The Board has overall responsibility for operating and monitoring the system
of internal control within the Group and for monitoring its effectiveness. The
system includes an on-going process for identifying, evaluating and managing
significant business risks. Although no system of internal control can provide
absolute assurance against material misstatement or loss, the Group's system
is designed to provide the directors with reasonable assurance that any
material problems are identified on a timely basis and dealt with
appropriately.
Guidance to Directors of UK Companies on internal control procedures and good
practice on risk management is provided by the Financial Reporting Council.
The Audit Committee reviews the effectiveness of the internal controls on an
annual basis on behalf of the Board and considers that they comply throughout
the year ended 31 December 2024 with those provisions of the Code which they
consider to be practicable and appropriate for a relatively small public
company.
The key elements of the system, which are designed to meet the specific needs
and business risks of the Group, include:
· clearly defined organisation structures with segregation of duties
wherever practicable;
· agreement of Group short term financial objectives and business
plans;
· quarterly review by the Board of Group management accounts and
monitoring of results against budgets;
· Board control over treasury, taxation, legal, insurance and personnel
issues;
· Board control over appraisal, review and authorisation of capital
expenditure.
In common with organisations of similar size the Executive Director is heavily
involved in the day to day running of the business. The directors believe that
although the Group's controls may be slightly less formal than those of larger
groups, the close involvement of the Executive Directors more than compensates
for this.
The Board believes that it is not currently appropriate for the Group to
maintain an internal audit function because of the small size of the Group.
The Audit Committee considers the independence and objectivity of the external
auditor on an annual basis, with particular regard to non-audit services.
The split between audit and non-audit fees for the year and information on the
nature of the non-audit fees appear in note 9 to the financial statements.
The non-audit fees are considered by the Committee not to affect the
independence or objectivity of the auditor. The Audit Committee monitors such
costs in the context of the audit fee for the year, ensuring that the value of
non-audit services does not increase to a level where it could affect the
auditor's objectivity and independence. The Audit Committee also received an
annual confirmation of independence from the auditor.
CORPORATE GOVERNANCE STATEMENT
Windar Photonics plc - QCA Code
As Chairman of the Board of Directors of Windar Photonics plc ("Windar
Photonics", "the Company" or "the Group" as the context requires), it is my
responsibility to ensure that the Company has both sound corporate governance
and an effective Board.
As Chairman, my responsibilities include leading the Board effectively,
overseeing the Company's corporate governance model, communicating with
shareholders, and ensuring that good information flows freely between the
Executive Directors and the Non-Executive Directors in a timely and efficient
manner.
In line with the AIM Rules, which require all AIM-listed companies to adopt
and comply with a corporate governance code, the Board of Windar Photonics plc
has adopted the Quoted Companies Alliance Corporate Governance Code (the "QCA
Code").
The QCA Code states that "the purpose of good corporate governance is to
ensure that the company is managed in an efficient, effective and
entrepreneurial manner for the benefit of all shareholders over the longer
term."
It is the Board's responsibility to ensure that Windar Photonics plc is
managed in the long-term interests of all shareholders and stakeholders in the
business.
The Board believes a strong and effective corporate governance culture is
critical in this respect as we endeavour to grow a resilient and sustainable
business for the benefit of our shareholders and all stakeholders.
The Board considers that the Group complies with the QCA Code so far as it is
practicable having regard to the size, nature and current stage of development
of the Company, and will disclose any areas of material non-compliance.
The QCA code is constructed around 10 broad principles and the report below
sets out how we comply with the code at this time. Compliance with the code
will be reviewed and updated annually.
30 June 2025
David George Lis
Chairman
QCA Code Principle What we do and why
1. Establish a strategy and business model which promotes long- term value for Windar Photonics' primary vision is to be, and remain, the leading global
shareholders supplier of nacelle LiDAR equipment for both the wind turbine OEM and retrofit
markets.
The board must be able to express a shared view of the company's purpose,
business model and strategy. It should go beyond the simple description of Windar's core strategy for achieving the vision is focused on the following
products and corporate structures and set out how the company intends to core components:
deliver shareholder value in the medium to long-term. It should demonstrate
that the delivery of long-term growth is underpinned by a clear set of values · Competitiveness
aimed at protecting the company from unnecessary risk and securing its
long-term future. · Innovative technology
· Cost-effective operation of the company
· Power enhancement and cost reduction for the end user.
The OEM market is serviced directly by Windar Photonics, whereas the retrofit
market is serviced through an external global dealership that provides Windar
Photonics products to local Independent Power Producers (IPPs) and wind farm
operators.
The company's strategy and key challenges are detailed on pp. 5-6 of the
Report of the Directors and Consolidated Financial Statements (for the year
ended 31 December 2024).
2. Seek to understand and meet shareholder needs and expectations The Board is committed to clearly navigating the company towards substantial
growth and to ensure that the shareholder's expectations are met in this
regard.
Directors must develop a good understanding of the needs and expectations of
all elements of the company's shareholder base.
Windar Photonics encourages two-way communication with both its institutional
The board must manage shareholders' expectations and should seek to understand and private investors. Windar Photonics endeavors to respond swiftly to all
the motivations behind shareholder voting decisions. queries received from its investors. The company's CEO is regularly in contact
with the Group's institutional and retail shareholders and ensures that their
views and concerns are communicated clearly to the Board. The Company also
seeks to manage shareholder expectations through its regulatory disclosures.
The Board recognizes the AGM as an important opportunity to meet private
shareholders, and the Directors are available to listen to the views expressed
by the company's shareholders in an informal context immediately following the
AGM.
The AGM invariably includes an update by the Chief Executive Officer and
others on developments which have occurred since the Annual Report went to
press.
Where voting decisions are not in line with the company's
expectations, the Board will engage with those shareholders to understand and
address any issues.
The key point of contact for all shareholders is Chief Executive Officer,
Jørgen Korsgaard Jensen, who can be contacted at jk@windarphotonics.com
(mailto:jk@windarphotonics.com)
3. Take into account wider stakeholder and social responsibilities and their Windar Photonics is committed to sustainability and progress in all aspects of
implications for long-term success our business - for the environment, customers, suppliers and the communities
we operate in.
Long-term success relies upon good relations with a range of different
stakeholder groups both internal (workforce) and external (suppliers, This is evidenced and underpinned by our vision and values:
customers, regulators and others). The board needs to identify the company's
stakeholders and understand their needs, interests and expectations.
1. Customers - Grow profitable sales
Where matters that relate to the company's impact on society, the communities 2. Quality - Operational excellence
within which it operates or the environment have the potential to affect the
company's ability to deliver shareholder value over the medium to long-term, 3. Environment - Community impact
then those matters must be integrated into
4. Innovation - Excellent product design
the company's strategy and
5. Teamwork - Engage our people
business model.
Sustainability is essentially the foundation of Windar Photonics, as the
Feedback is an essential part of all control mechanisms. Systems need to be in company's overall business is to provide the market a commercially viable
place to solicit, consider and act on feedback from all stakeholder groups. means of enhancing the production and effectiveness of renewable wind energy
assets, which in turn contributes to increasing the economic viability and
sustainability of the renewable energy sector. Windar Photonics via its global
dealership, contributes to increasing the competitiveness of the emerging wind
energy sector.
Windar Photonics is based in United Kingdom and Denmark, and the company
conforms to the local laws and standards for social responsibilities in
relation to the company's employees. Windar Photonics encourages an open
dialogue with its employees and conduct individual employee consultations, to
attain feedback on all aspects of employment with Windar Photonics.
Furthermore, employee representatives meet in forums to discuss business
related issues.
Windar Photonics encourages customers feedback through trade account managers
and direct engagement with individual customers via customer service teams and
social media communication, such as LinkedIn.
4. Embed effective risk management, considering both opportunities and A detailed analysis of the risks faced by the company, and the measures taken
threats, throughout the organization to minimize the identified risks, are detailed on pp. 6-7 of the Strategic
Report and Report of the Directors (for the year ended 31 December 2024),
along with an assessment of any changes to the potential risks during the
previous reporting period. The Company formally reviews and documents the
The board needs to ensure that the company's risk management framework principal risks to the business at least annually. Likewise, the executive
identifies and addresses all relevant risks in order to execute and deliver directors have agreed to act with risk- prevention in mind during the daily
strategy; the company needs to operation of the company.
consider its extended business, including the supply chain, from key suppliers
to end- customers.
The board is responsible for evaluating potential risks and meets regularly to
Setting strategy includes determining the extent of exposure to the identified identify and review risks in relation to the ongoing trading, and the
risks that the company is able to bear and willing to take (risk tolerance and company's budgets and forecasts. Likewise, the Board considers risk to the
risk appetite). business at every board meeting, and both current and future potential risks
are registered and assessed during each meeting.
5. Maintain the board as a well- functioning, balanced team led by the chair The Board consists of Directors with a varied set of skills and substantial
experience within their respective fields, which complements each other well
in relation to directing the company and making informed decisions for
encouraging the growth of the company.
The board members have a collective responsibility and legal obligation to
promote the interests of the company and are collectively responsible for The Company is managed by the Board of Directors. David George Lis, Andrew
defining corporate governance arrangements. John Richardson, Gavin Maxwell Manson, Andreas Berg Nielsen and Paul Hodges,
Non-executive Director is responsible for the running of the Board, and
Ultimate responsibility for the quality of, and approach to, corporate Jørgen Korsgaard, the company's Chief Executive Officer, has the executive
governance lies with the chair of the board. responsibility for running the company's business and implementing the
company's strategy.
The board (and any committees) should be provided with high quality
information in a timely manner to facilitate proper assessment of the matters
requiring a decision or insight.
The Board is comprised of one Executive Director and a number of Non-
Executive Directors. The Board considers that all Non-executive Directors
bring an independent judgement to bear notwithstanding the varying lengths of
The board should have an appropriate balance between executive and non- service:
executive directors and should have at least two independent non-executive
directors. Independence is a board judgement.
· David George Lis (Non-Executive Chairman)
· Jørgen Korsgaard Jensen (Chief Executive Officer and
The board should be supported by committees (e.g. audit, remuneration, Founder)
nomination) that have the necessary skills and knowledge to discharge their
duties and responsibilities effectively. · Paul Hodges (Non-Executive Director)
Directors must commit the time necessary to fulfill their roles. · Andrew Richardson (Non-Executive Director)
· Gavin Manson (Non-Executive Director) (Appointed 14(th)
February 2024)
· Andreas Berg Nielsen (Non-Executive Director) (Appointed
9(th) June 2025)
Detailed profiles for the Directors on the Board are available on
p. 10 of the Report of the Directors and Consolidated Financial
Statements (for the year ended 31 December, 2024)
All Directors receive regular and timely information concerning the Group's
operational and financial performance. Relevant information is circulated to
the Directors in advance of meetings. In addition, minutes of the meetings are
circulated to the Company's Board of Directors.
The Board has a formal schedule of matters reserved to it and is supported by
the Audit, Remuneration and Nomination Committee. The Schedule of Matters
Reserved and Committee Terms of Reference are available on the Company's
website and can be accessed on the "Corporate governance" page of the website.
The Board meets at least six times per annum. The Audit Committee will meet at
least once a year, The Nomination Committee will meet at least once a year and
otherwise as required and finally the Remuneration Committee meets at least
once a year.
6. Ensure that between them the directors have the necessary up- to-date The Nomination Committee of the Board oversees the process and makes
experience, skills and capabilities recommendations to the Board regarding all new Board appointments. Where new
appointments for the Board are considered, the search for candidates is
The board must have an appropriate balance of sector, financial and public conducted, and appointments are made, on merit, against objective criteria and
markets skills and experience, as well as an appropriate balance of personal with due regard for the benefits of diversity on the Board, including gender.
qualities and capabilities. The board should understand and challenge its own The Nomination Committee also considers succession planning as part of their
diversity, including gender balance, as part of its composition. responsibility to ensure the consistency of the Boards activities.
The current board is comprised of directors with expertise within their
respective fields, thus providing the company the benefits of a broad spectrum
The board should not be dominated by one person or a group of people. Strong of knowledge and experience:
personal bonds can be important but can also divide a board.
David George Lis (Non-Executive Chairman) Experienced non-executive director
As companies evolve, the mix of skills and experience required on the board with investment and fund management background.
will change, and board composition will need to evolve to reflect this change.
Jørgen Korsgaard Jensen (Chief Executive Officer and Founder) Highly skilled
innovator with in an in- depth understanding of international business and
developing new technological solutions for the market.
Paul Hodges (Non-Executive Director)
Comprehensive corporate finance and investment experience.
Andrew Richardson (Non-Executive Director)
Strong track record in business transformation, scale-up and international
development.
Gavin Manson (Non-Executive Director, appointed 14(th) February 2024)
Experienced listed company CFO.
Andreas Berg Nielsen (Non-Executive Director, appointed 9(th) June 2025)
Global Leadership experience in the wind energy sector.
Detailed profiles for the Directors on the Board are available on
p. 10 of the Report of the Directors and Consolidated Financial Statements
(for the year ended 31 December, 2024).
7. Evaluate board performance based on clear and relevant objectives, seeking A modus operandi for the evaluation of the board is currently under
continuous improvement consideration, but not implemented at the current stage of the company's
development, as the company is still a fairly young and small business unit.
The board should regularly review the effectiveness of its performance as a
unit, as well as that of its committees and the individual directors. All directors are subject to re-election by the shareholders by rotation.
The board performance review may be carried out internally or, ideally, The company has not adopted a specific policy on succession planning but the
externally facilitated from time to time. The review should identify board has a regular focus and discussion on this subject. The Non-executive
development or mentoring needs of individual directors or the wider senior Directors are, however, required to give three months' notice under their
management team. employment contracts if they wish to leave the company and the Executive
Directors are required to give nine months' notice.
It is healthy for membership of the board to be periodically refreshed.
Succession planning is a vital task for boards. No member of the board should The Board is confident that the Company's middle management team has the
become indispensable. strength to ensure the Company's business is not adversely impacted in the
period between an Executive Director leaving and a replacement being
recruited.
The Nomination Committee is required to recommend and review nominees as new
directors to the Board where there are vacancies or where it is felt that
additional directors should be appointed.
For new appointments, the search for candidates is conducted and appointments
made on merit against objective criteria and with due regard for the benefits
of diversity on the board. Any senior management appointments are also
required to be approved by the Nomination Committee.
8. Promote a corporate culture that is based on ethical values and behaviours Windar Photonics is a fairly small and young company, and the corporate
ethical values have not yet been formally described. A description of the
ethical values that underpin the company will be formulated and made public
during 2025.
The board should embody and promote a corporate culture that is based on sound
ethical values and behaviours and use it as an asset and a source of Nonetheless, the company is operated on a sound foundation of ethical
competitive advantage. principles:
The policy set by the board should be visible in the actions and decisions of
the chief executive and the rest of the management team. Corporate values
should guide the objectives and strategy of the company. · A high degree of transparency and non-hierarchical
communication between the various positions in the company
The culture should be visible in every aspect of the business, including
recruitment, nominations, training and engagement. The performance and reward · Entrepreneurial spirit and a high degree of
system should endorse the desired ethical behaviours across all levels of the
company. · employee influence
· A diverse workplace with a wide representation of
different cultures, which is considered a boon for the company.
The corporate culture should be recognizable throughout the disclosures in the
annual report, website and any other statements issued by the company.
Furthermore, the company has provided training and information concerning
anti- bribery and work-place safety to its employees.
· The company is also committed to providing a safe and
secure environment for its employees, with its policies and procedures
enshrined in its health and safety guidance to employees.
9. Maintain governance structures and processes that are fit The company's governance structure is described in detail in the Report of the
for purpose and support good decision- making by the board Directors and Consolidated Financial Statements (for the year ended 31
December 2024) in the section Corporate Governance Statement on pp. 14-23.
The company should maintain governance structures and processes in line with
its corporate culture and appropriate to its: It is also included under the biographies of the directors and committees of
the Board on our website.
A description of the matters of the board, titled "25 Board reserved matters",
· size and complexity; and is made public on the website and is available on the
· capacity, appetite and tolerance for risk. page "Corporate governance".
The governance structures should evolve over time in parallel with its
objectives, strategy and business model to reflect the development of the
company.
10.Communicate how the company is governed and is performing by maintaining a Windar Photonics encourages two- way communication with both its institutional
dialogue with shareholders and other relevant stakeholders. and private investors. Likewise, Windar Photonics endeavors to respond swiftly
to all queries received from its investors. The company's CEO is regularly in
A healthy dialogue should exist between the board and all of its stakeholders, contact with the Group's main shareholders and ensures that their views and
including shareholders, to enable all interested parties to come to informed concerns are communicated clearly to the Board.
decisions about the company.
The Board recognizes the AGM as an important opportunity to meet private
In particular, appropriate communication and reporting structure should exist shareholders, and the Directors are available to listen to the views expressed
between the board and all constituent parts of its shareholder base. by the company's shareholders in an informal context immediately following the
AGM.
This will assist:
the communication of shareholders' views to the board; and the shareholders'
understanding of the unique circumstances and constraints faced by the
company.
It should be clear where these communication practices are described (annual
report or website).
Independent auditor's report to the members of Windar Photonics Plc
OPINION
We have audited the financial statements of Windar Photonics Plc (the 'Parent
Company') and its subsidiaries (the 'Group') for the year ended 31 December
2024 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statements of Financial Position, the Consolidated
and Company Statements of Cash Flows, the Consolidated and Company Statements
of Changes in Equity and the related notes to the financial statements,
including a summary of significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable
law and UK adopted international accounting standards (IFRSs) and as regards
the Parent Company Financial Statements, as applied in accordance with the
provisions of the Companies Act 2006.
In our opinion:
· the Group and Parent Company financial statements give a
true and fair view of the state of the Group's and of the Parent Company's
affairs as at 31 December 2024 and of the Group's loss for the year then
ended;
· the Group and Parent Company's financial statements have
been properly prepared in accordance with IFRSs as adopted by United Kingdom;
· the Group and Parent Company's financial statements have
been prepared in accordance with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and Parent Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
CONCLUSIONS TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
The directors set out their basis of using the going concern basis in note 3.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue. Further explanation of the work
we have performed for the evaluation of the director's assessment of the
entity's ability to adopt the going concern basis of accounting is included in
the Key Audit Matters section of this report.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the Financial Statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. This is not a complete list of
all risks identified by our audit.
· Carrying value of intangibles
· Carrying value of inter-company receivable (parent company only)
· Revenue recognition
· Going concern
These are explained in more detail below.
Key Audit Matter How the scope of our audit responded to the key audit matter
Carrying value of intangibles
The Group holds material intangible assets. These intangibles comprise We have performed the following audit procedures:
development costs and research and development.
· our audit procedures included a consideration of whether the
capitalisation criteria were met for the capitalised project;
As set out in note 4, the group recognises an internally generated intangible · costs capitalised consist of payroll costs and other costs. Other
asset arising from development (or from the development phase of an internal costs have been agreed to external documentation. Payroll costs have been
project) if all of the criteria per accounting standards can be demonstrated. agreed to a schedule prepared by the directors splitting payroll costs between
This includes the ability to measure reliably the expenditure attributable to the capitalised project and other projects, and this split has been tested by
the intangible assets during its development. Costs are allocated between the confirmation with the employees working on the capitalised project;
capitalised project and other projects based on directors' judgement.
· obtained and reviewed management's assessment of impairment of the
intangibles held;
Once capitalised, the directors make an assessment of the recoverability of · we have also reviewed the projected revenue and income streams
these costs. against the capitalised projects to evaluate management's judgement that the
carrying value is recoverable;
· where indicators of impairment were identified, we challenged
The Directors have a duty to confirm that all intangibles, are correctly management's assessment of any future income from the intangibles;
recognised and appropriately considered for any impairment at the year end.
· where no indicators of impairment were highlighted by management, we
challenged the judgements made in management's assessment by identifying
contradictory signs of any potential indicators of impairment;
Furthermore, should impairment indicators be identified, there is a level of
judgement exercised by management in estimating fair value of intangibles, · based on our work we consider that the costs capitalised satisfy the
which may result in inaccurate valuation of balances. criteria of the relevant accounting standards and did not identify indications
that an impairment was required; and
· considered the appropriateness of the Group's disclosures in the
We have determined this to be a key audit matter due to the level of judgement financial statements.
involved in this area.
· Based on the audit work performed, we are satisfied that management
have appropriately valued intangibles in line with their accounting policy and
in accordance with the requirements of IFRS. We are also satisfied that all
necessary disclosure have been made in the consolidated financial statements.
Carrying value of inter-company receivable (parent company only)
We identified a risk that the inter-company receivables of the parent company We have performed the following audit procedures:
(Windar Photonics Plc) in its subsidiaries (subsidiaries are listed within
note 16) may be impaired. · reviewed management's assessment of future operating
cashflows and indicators of impairment;
· compared the carrying value of the inter-company
At the end of each reporting period, the directors are required to assess receivables at the year end to the net assets and expected future profits of
whether there is any indication that the amounts receivable from subsidiary each subsidiary;
undertakings as shown in the parent company may be impaired.
· assessed the reasonableness of the key assumptions used
in management's estimates of recoverable value, in line with the economic and
industry statistics relevant to the business;
Management's assessment of the recoverable amount of inter-company receivables
with subsidiaries requires estimation and judgement around assumptions used, · challenged cash inflows from revenue generating
including the cash flows to be generated from continuing operations. Changes activities and the key assumptions applied in arriving at these;
to assumptions could lead to material changes in the estimated recoverable
amount, impacting the value of the amounts receivable from subsidiaries and · assessed the reasonability of cash outflows, including
impairment charges. contracted delivery costs, and research and capital spend;
· considered the appropriateness of the Parent Company's
disclosures in relation to any impairment in the Company only financial
The directors have not identified an indicator of impairment in relation to statements; and
the inter-company receivable from the subsidiary undertakings and as a result
have not carried out an impairment review. This area was significant to our · ensured that disclosures of the key judgements and
audit because the directors' exercised judgement in determining the underlying assumptions, and sensitivity of the impairment loss recognised was
assumptions used in this calculation. appropriately disclosed.
Based on the audit work performed, we are satisfied that the management have
assessed and considered if impairment is required in respect of the
Revenue recognition inter-company receivable from subsidiary undertakings in the Parent Company
financial statements.
The Group had a total turnover of €4.6m (2023: €4.8m) for the year ended
31 December 2024.
Revenue is the principal measure used by stakeholders to determine the
performance of the group. Revenue recognition and in particular cut-off are
presumed to be significant risk areas of the audit.
The directors disclose the basis of recognition of revenue in the accounting We have performed the following audit procedures:
policies in note 4.
· Assessed the appropriateness of the Group's revenue
recognition accounting policies.
· Reviewed a sample of contracts with customers and
tested that the Group has correctly accounted for the
revenue arising from these contracts in accordance with
the accounting policies and reviewed management's
judgement on the contract price and the allocation to
performance obligations.
Going concern
· Sales listing in the year were reconciled to the
The Group's cash balance at the year ended 31 December 2024 was €7.1m (2024: contracts and nominal ledgers. Detailed testing of a sample of transactions
£0.2m). were performed and cut-off checked. Walkthroughs of revenue were performed to
check that controls were working appropriately.
· We performed detailed testing of a sample of deferred
The group is dependent upon its ability to generate sufficient cash flows to income to ensure that income was posted to the correct period.
meet continued operational costs and hence, continue trading.
· We agreed a sample of contracts and vouched income
through to bank statements.
The key assumptions that impact the conclusions are the levels of future
revenue, and the ability to control the operating costs. There are, therefore,
inherent risks that the forecasts may overstate future revenue due to the Based on the audit work performed, we are satisfied that management has
timing of closure of future contracts, or understate future costs, and that appropriately recognised revenue and all necessary disclosures have been made
the Group will not be able to operate within its cash resources and continue in the consolidated financial statements.
to operate as a going concern.
The going concern assumptions are dependent on the future growth of the
current business.
Management's going concern forecasts include a number of assumptions related
to the future cash flow and associated risks. Our audit work focused on
evaluating and challenging the reasonableness of these assumptions and their
impact on the forecast period.
Specifically, we assessed management's estimate of the Group's cash position
for a period of in at least 12 months from the approval of these financial
statements. We obtained, challenged and assessed management's going concern
forecasts and performed procedures including:
· Verifying consistency of key inputs relating to the
future costs and revenues to other financial and operational information
obtained during audit.
· Performing sensitivity analysis on management's "worst
case" scenario assumptions.
Based on the audit work performed, we are satisfied with the management's use
of going concern assumptions in preparing the financial statements of the
group.
OUR APPLICATION OF MATERIALITY
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements
as a whole.
Based on our professional judgment, we determined materiality for the Group
financial statements as follows:
Financial statements
Overall materiality €69,000 (2023: €71,000).
How we determined it Based on 1.5% of revenue (2023: 1.5% of revenue)
Rationale for We believe that revenue is the primary measure used by the shareholders in
assessing the performance of the group. This benchmark is considered the most
benchmark applied appropriate because the group is a trading group.
We agreed with the Directors that we would report to them misstatements
identified during our audit above €3,450 (2023: €3,550) as well as
misstatements below those amounts that, in our view, warranted reporting for
qualitative reasons.
Based on our professional judgment, we determined materiality for the Company
financial statements as follows:
Financial statements
Overall materiality €25,000 (2023: €25,000) (this has been capped in relation to group
materiality).
How we determined it Based on 1% of gross assets (2023: Based on 2.5% of gross assets)
Rationale for We believe that gross assets is the primary measure used by the shareholders
in assessing the performance of the Company. This benchmark is considered the
benchmark applied most appropriate as the Company is a holding company. Given the significant
change in the gross assets from the previous year, 1% of assets was considered
as a more appropriate measure for 2024.
We set performance materiality at a level lower than materiality to reduce the
probability that, in aggregate, uncorrected and undetected misstatements
exceed the materiality for the financial statements as a whole. Performance
materiality has been set at 65% of overall materiality. The performance
materiality was set at €44,850 for the Consolidated
Group and €16,250 for the Parent company. We determined performance
materiality with reference to factors such as our understanding of the Group
and its complexity, the quality of the control environment and ability to rely
on controls and the low level of uncorrected misstatements in the prior year
audit.
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
As part of designing our audit we determined materiality, as above, and
assessed the risk of material misstatement in the financial statements. In
particular, we looked at areas requiring the Directors to make significant
judgements and estimates, for example in respect of the valuation of
investment in subsidiaries, intangibles and inventory and considered future
events that are inherently uncertain. As in all of our audits, we also
addressed the risk of management override of internal controls, including
evaluating whether there was evidence of bias by the Directors that
represented a risk of material misstatement due to fraud.
How we tailored the audit scope
The UK operations and consolidation are accounted for from the UK. We
conducted a full scope audit of the Group and key components whilst carrying
out targeted audit procedures on non-significant components.
The Group financial statements are a consolidation of four companies,
consisting of the parent company, an intermediate holding company, and two
trading companies. The principal trading company is located in Denmark, while
the other trading company is in Shanghai. The head office and main accounting
location are in Denmark. Our Group audit scope focused on the Group's
principal trading company, which, based on our risk assessment, we determined
to be the only component within the group requiring a complete audit of its
financial information due to its size. This audit was performed by BDO
Denmark, with Gravita actively involved in reviewing their work, ensuring it
met the necessary standards, and using it as part of our overall audit
approach. The other trading company and the intermediate holding company were
subject to analytical review and targeted audit testing on specific areas that
were material or related to significant risks. This work was carried out by
Gravita, alongside additional procedures performed at the Group level
concerning the audit of the parent company, consolidation, and going concern.
These reviews, including the work of BDO Denmark, provided the evidence we
needed to form our opinion on the Group financial statements as a whole.
Audits of the subsidiary companies were performed at lower levels materiality
compared to group materiality and determined by us to be appropriate to the
relative size of the company concerned. As part of our audit strategy
detailed group audit instructions were issued to the component auditor and the
Group audit team reviewed the complete audit file for the main trading
company. Virtual communications were used to verify certain aspects of our
audit.
We have audited all components within the Group, and no unaudited components
remain.
OTHER INFORMATION
The other information comprises the information included in the Annual Report,
other than the financial statements and our auditor's report thereon. The
Directors are responsible for the other information. Our opinion on the Group
and Parent Company financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic report and the
Directors' report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
· the Strategic report and the Directors' report have been
prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Group and the Parent
Company and their environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic report or the Directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the
Parent Company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the Parent Company financial statements are not in
agreement with the accounting records and returns; or
· certain disclosures of Directors' remuneration specified
by law are not made; or
· we have not received all the information and explanations
we require for our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors' responsibilities statement, the
Directors are responsible for the preparation of the Group and Parent Company
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Group and Parent Company financial statements, the Directors
are responsible for assessing the Group's and the Parent Company's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but to do so.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
The extent to which the audit was considered capable of detecting
irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement
in respect of irregularities, including fraud and non-compliance with laws and
regulations, was as follows:
· the senior statutory auditor ensured the engagement team
collectively had the appropriate competence, capabilities and skills to
identify or recognise non-compliance with applicable laws and regulations.
· we identified the laws and regulations applicable to the
group through discussions with directors and other management.
· we focused on specific laws and regulations which we
considered may have a direct material effect on the financial statements or
the operations of the company, including taxation legislation, data
protection, anti-bribery, employment, environmental, health and safety
legislation and anti-money laundering regulations.
· we assessed the extent of compliance with the laws and
regulations identified above through making enquiries of management and
inspecting legal correspondence.
· identified laws and regulations were communicated within
the audit team regularly and the team remained alert to instances of
non-compliance throughout the audit; and
· we assessed the susceptibility of the group's financial
statements to material misstatement, including obtaining an understanding of
how fraud might occur, by:
· making enquiries of management as to where they
considered there was susceptibility to fraud, their knowledge of actual,
suspected and alleged fraud; and
· considering the internal controls in place to mitigate
risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls,
we:
· performed analytical procedures to identify any unusual
or unexpected relationships;
· tested journal entries to identify unusual transactions;
· assessed whether judgements and assumptions made in
determining the accounting estimates set out in note 6 of the Group financial
statements were indicative of potential bias;
· investigated the rationale behind significant or unusual
transactions; and
· in response to the risk of irregularities and
non-compliance with laws and regulations, we designed procedures which
included, but were not limited to:
· agreeing financial statement disclosures to underlying
supporting documentation;
· reading the minutes of meetings of those charged with
governance;
· enquiring of management as to actual and potential
litigation and claims; and
· reviewing correspondence with HMRC and the group's legal
advisors.
There are inherent limitations in our audit procedures described above. The
more removed that laws and regulations are from financial transactions, the
less likely it is that we would become aware of noncompliance. Auditing
standards also limit the audit procedures required to identify non-compliance
with laws and regulations to enquiry of the directors and other management and
the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than
those that arise from error as they may involve deliberate concealment or
collusion.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
http://www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
USE OF THIS REPORT
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Jan Charlesworth (Senior Statutory Auditor)
For and on behalf of
Gravita Audit Limited, Statutory Auditor
Aldgate Tower
2 Leman Street
London E1 8FA
…………………………
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Year ended Year ended
31 December 2024 31 December 2023
€ €
Note
Revenue from contracts with customers 8 4,560,515 4,766,484
Cost of goods sold (1,990,513) (2,361,386)
Gross profit 2,405,098
2,570,002
Administrative expenses (3,433,049) (2,548,366)
Other operating income − 32,210
Exceptional expenses 29 (221,557) −
Loss from operations 9 (1,084,604) (111,058)
Finance expense 12 (37,426) (240,033)
Loss before taxation (1,122,030) (351,091)
Taxation 13 215,840 168,571
Loss for the year attributable to the ordinary equity holders of Windar (906,190) (182,520)
Photonics Plc
Other comprehensive income
Items that will or may be reclassified to profit or loss:
Exchange gains arising on translation of foreign (35,757) 7,089
operations
Total comprehensive loss for the year attributable to the ordinary equity (941,947) (175,431)
holders of Windar Photonics Plc
Loss per share attributable to the ordinary equity holders of Windar Photonics
Plc
Basic and diluted, cents per share 14 (1.1) (0.3)
All activities relate to continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024 31 December 2023
€ €
Note
Assets
Non-current assets
Intangible assets 17 1,764,959 1,343,361
Property, plant & equipment 18 419,069 330,799
Right of use assets 19 28,839 56,005
Deposits 40,684 38,262
Total non-current assets 2,253,551 1,768,427
Current assets
Inventory 20 1,361,581 718,983
Trade receivables 21 4,304,399 546,273
Other receivables 21 242,011 135,088
Tax credit receivables 21 246,377 151,015
Prepayments 164,866 129,551
Cash and cash equivalents 22 7,066,338 152,180
Total current assets 13,385,572 1,833,090
Total assets 15,639,123 3,601,517
Equity
Share capital 27 1,163,251 834,771
Share premium 28 27,635,201 16,479,150
Merger reserve 28 2,910,866 2,910,866
Foreign currency reserve 28 (94,245) (58,488)
Retained earnings 28 (20,663,066) (19,901,376)
Total equity 10,952,007 264,923
Non-current liabilities
Warranty provisions 31 36,997 25,493
Holiday Allowance provisions 32 142,697 138,538
Lease liabilities 26 − 31,711
Loans 25 804,822 1,287,697
Total non-current liabilities 984,516 1,483,439
Current liabilities
Trade payables 24 395,386 572,234
Other payables and accruals 24 650,248 472,810
Contract liabilities 24 1,809,370 251,678
Lease liabilities 26 30,257 25,648
Provisions 29 221,557 -
Loans 25 595,782 530,785
Total current liabilities 3,702,600 1,853,155
Total liabilities 4,687,116 3,336,594
Total equity and liabilities 15,639,123 3,601,517
The financial statements were approved and authorised for issue by the Board
of Directors on 30 June 2025 and were signed below on its behalf by:
Jørgen Korsgaard Jensen, Director
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 31 December
2024 2023
€ €
Note
Assets
Non-current assets
Investments in subsidiaries 16 − −
Total non-current assets − −
Current assets
Other receivables 21 49,074 12,512
Prepayments 7,481 −
Intragroup receivables 21 12,703,637 1,091,896
Cash and cash equivalents 22 23,838 −
Total current assets 12,784,030 1,104,408
Total assets 12,784,030 1,104,408
Equity
Share capital 27 1,163,251 834,771
Share premium 28 27,635,201 16,479,150
Merger reserve 28 658,279 658,279
Retained earnings 28 (17,027,377) (17,088,471)
Total equity 12,429,354 883,729
Current liabilities
Trade payables 24 109,588 43,627
Bank overdrafts − 426
Other payables and accruals 24 245,088 176,626
Total liabilities 354,676 220,679
Total equity and liabilities 12,784,030 1,104,408
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 €83,406 (2023 €202,052).
The financial statements were approved and authorised for issue by the Board
of Directors on 30 June 2025, and were signed below on its behalf by:
Jørgen Korsgaard Jensen, Director
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Year ended Year ended
31 December 2024 31 December 2023
Note € €
Profit/(Loss) for the period before taxation (1,122,030) (351,091)
Adjustments for:
Finance expense/(income) 12 37,426 240,033
Amortisation 17 269,578 179,134
Depreciation - property, plant and equipment 18 40,808 30,165
Depreciation - right of use assets 28,236 28,738
Received tax credit 246,413 237,389
Taxes received/(paid) 1,344 (1,369)
Foreign exchange gain/(losses) (35,757) 7,089
Share option and warrant costs 144,500 99,236
(389,482) 469,324
Movements in working capital
Changes in inventory (642,598) (19,747)
Changes in receivables (3,865,050) (94,213)
Changes in prepayments (35,316) (81,691)
Changes in deposits (2,422) (9,268)
Changes in trade payables (176,846) 308,149
Changes in contract liabilities 1,557,692 (953,853)
Changes in warranty provisions 30 11,504 (20,285)
Changes in other payables and provisions 398,995 21,402
Cash flow from operations (3,143,523) (380,182)
Investing activities
Payments for intangible assets 17 (573,093) (493,436)
Payments for tangible assets 18 (277,422) (254,796)
Grants received 17 29,894 165,265
Cash flow from investing activities (820,621) (582,967)
Financing activities
Proceeds from issue of share capital 12,340,702 −
Costs associated with the issue of share capital (856,171) −
Lease payments (29,625) (27,348)
Net repayment of loans (530,280) (52,249)
Interest paid (34,535) (208,757)
Cash flow from financing activities 10,890,091 (288,354)
Net increase/(decrease) in cash and cash equivalents 6,925,947 (1,251,503)
Exchange differences (11,789) (390)
Cash and cash equivalents at the beginning of the year 152,180 1,404,073
Cash and cash equivalents at the end of the year 22 7,066,338 152,180
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Note Year ended Year ended
31 December 2024 31 December 2023
€ €
Loss for the period before taxation (83,406) (202,052)
Adjustments for:
Finance Expenses and currency losses / (Income) (243,775) (49,352)
(327,181) (251,404)
Movements in working capital
Changes in receivables (36,562) 8,788
Changes in prepayments (7,481) −
Changes in trade payables 65,961 (64,825)
Changes in other payables and provisions 68,462 (106,506)
Cash flow from operations (236,801) (200,935)
Investing activities
Loans to subsidiary (11,141,745) (761,664)
Cash flow from investing activities (11,141,745) (761,664)
Financing activities
Proceeds from issue of share capital 12,340,702 −
Cost associated with the issue of share capital (856,171) −
Interest expenses and currency losses during the year / (Expense) (81,721) 1,936
Cash flow from financing activities 11,402,810 1,936
Net Increase/(decrease) in cash and cash equivalents 24,264 (960,683)
Cash and cash equivalents at the beginning of the year (426) 960,237
Cash and cash equivalents at the end of the year 22 23,838 (426)
.
CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share Share Merger reserve Foreign currency reserve Accumulated Losses Total
Capital
Premium
€ € € € € €
Group
At 1 January 2023 834,771 16,479,150 2,910,866 (65,577) (19,818,092) 341,118
Loss for the year
Warrants reserve − − − − (182,520) (182,520)
− − − − 99,236 99,236
Exchange gains arising on translation of foreign − − − 7,089 − 7,089
operations
Total comprehensive loss − − − 7,089 (83,284) (76,195)
At 31 December 2023 834,771 16,479,150 2,910,866 (58,488) (19,901,376) 264,923
New shares issued 328,480 12,012,222 − − − 12,340,702
Cost associated with capital raise
Share option and warrant costs − (856,171) − − − (856,171)
− − − − − −
Transaction with owners 328,480 11,156,051 − − − 11,484,531
Loss for the year − − − − (906,190) (906,190)
Warrants reserve − − − − 144,500 144,500
Exchange losses arising on translation of foreign operations
− − − (35,757) − (35,757)
Total comprehensive loss − − − (35,757) (761,690) (797,447)
At 31 December 2024 1,163,251 27,635,201 2,910,866 (94,245) (20,663,066) 10,952,007
Company
Share Share Merger reserve Foreign currency reserve Accumulated Losses Total
Capital
Premium
At 1 January 2023 834,771 16,479,150 658,279 (7,746) (16,977,909) 986,545
Loss for the year
Warrant reserve − − − − (202,052) (202,052)
Exchange gains /(losses) arising on translation of foreign operations − − − − 99,236 99,236
− − − 7,746 (7,746) −
Total comprehensive loss − − − 7,746 (110,562) (102,816)
At 31 December 2023 834,771 16,479,150 658,279 − (17,088,471) 883,729
12,340,702
New shares issued 328,480 12,012,222 − − − (856,171)
Costs associated with capital raise − (856,171) − − −
Transactions with owners 328,480 11,156,051 − − − 11,484,531
Loss for the year − − − − (83,406) (83,406)
Warrant reserve − − − 144,500 144,500
Total comprehensive profit − − − − 61,094 61,094
At 31 December 2024 1,163,251 27,635,201 658,279 - (-17,027,377) 12,429,354
1. General information
The Company is a public limited company domiciled in the United Kingdom and
incorporated under registered number 09024532 in England and Wales. The
Company's registered office is 85 Great Portland Street, London, W1W 7LT.
The Group was formed when the Company acquired on 29 August 2014 the entire
share capital of Windar Photonics A/S, a company registered in Denmark through
the issue of ordinary shares.
Basis of preparation
The consolidated financial statements comprise the consolidated financial
information of the Group as at 31 December 2024 and are prepared under the
historic cost convention, except for the following:
· Share-based payments and share option and warrant costs
The principal accounting policies adopted in the preparation of the financial
information are set out below.
The financial statements have been prepared in accordance with UK-adopted
International Accounting Standards ("IFRSs").
2. Adoption of new and revised International Financial Reporting Standards
New and amended standards adopted by the Group and Company.
Several amendments and interpretations apply for the first time in 2024.
New standards and interpretations
From 1 January 2024 the following became effective and were adopted by the
Group and Company:
· Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements
(effective 1 January 2024)
· Amendment to IFRS 16 - Lease Liability in a Sale and Leaseback
(effective 1 January 2024)
· Amendments to IAS 1 - Classification of Liabilities as Current or
Non-Current (effective 1 January 2024)
· Amendments to IAS 1 - Non-current Liabilities with Covenants
(effective 1 January 2024)
Their adoption did not have a material effect on the Group or Company's loss
for the year or equity.
New standards, amendments and interpretations issued but not yet effective and
not early adopted
· Amendments to IAS 2 - Lack of Exchangeability (effective 1 January
2025)
· IFRS 18 - Presentation and Disclosure in Financial Statements
(effective 1 January 2027)
· IFRS 19 Subsidiaries without Public Accountability (effective 1
January 2027)
It is not considered that the above standards and amendments will have a
significant effect on the results or net assets of the Group or Company.
There are no other IFRSs or IFRIC interpretations that are not yet effective
that would be expected to have a material impact on the Group and Company.
3. Going Concern
The consolidated financial statements have been prepared assuming the Group
will continue as a going concern. Under the going concern assumption, an
entity is anticipated to continue in business for the foreseeable future with
neither the intention nor the necessity of liquidation, ceasing trading or
seeking protection from creditors pursuant to laws or regulations.
Based on the Group's latest trading expectations and associated cash flow
forecasts, taking into account the £5.9m capital increase in December 2024
the directors have considered the cash requirements of the Group on which
basis the board is convinced the Company has sufficient cash flows for
operations for the coming 12 months period from 30(th) June 2025.
As such the financial statements do not include the adjustments that would
result if the Group was unable to continue as a going concern.
4. Accounting policies
Investment in subsidiaries
Investments in subsidiaries are stated at cost less provision for any
permanent diminution in value. The cost of Windar Photonics A/S was measured
at the carrying amount of the Company's share of the equity in Windar
Photonics A/S at 30 June 2014. In 2022, the Company established a new 100%
owned Danish holding company which holds all outstanding shares in Windar
Photonics A/S.
Capital contribution
Amounts forwarded to subsidiary entities which are not due to be repaid are
treated as a capital contribution and an increase to the cost of the
investment.
Functional and presentation currency
Items included in the Financial Statements are measured using the currency of
the primary economic environment in which each entity operates ("the
functional currency") which is considered by the Directors to be Euro for the
Parent Company, Danish Kroner DKK for Windar Photonics A/S and Windar Denmark
ApS, and Renminbi RNB for Windar Photonics Shanghai Co. Ltd. The Group
Financial Statements have been presented in Euro's which represent the
dominant economic environment in which the Group operates.
Foreign currency
Transactions entered by Group entities in a currency other than the currency
of the primary economic environment in which they operate (their "functional
currency") are recorded at the rates ruling when the transactions occur.
Foreign currency monetary assets and liabilities are translated at the rates
ruling at the reporting date. Exchange differences arising on the
retranslation of unsettled monetary assets and liabilities are recognised
immediately in profit or loss. Exchange rates apply for the annual accounts
2024:
Year end 2024 Average 2024 Year end 2023 Average 2023
Euro/DKK 7,4600 7,4589 7,4529 7,4510
Euro/RMB 7,6231 7,7858 7,8509 7,6500
On consolidation, the results of overseas operations are translated into Euros
at rates approximating to those ruling when the transactions took place. All
assets and liabilities of overseas operations are translated at the rate
ruling at the reporting date. Exchange differences arising on translating the
opening net assets at opening rate and the results of overseas operations at
actual rate are recognised in other comprehensive income and accumulated in
the foreign exchange reserve.
Revenue
Revenue arises from the sale of the WindEYE(TM), and WindVISION(TM) products
and related services that measures remote wind speed measurements. Revenue is
recognised exclusive of VAT and other taxes and when the Group has performed
the specific obligations under the contract with customers.
Revenue arises from three areas of the business and is recognised as follows:
· Product sale. Revenue is recognised when the obligation of delivery
of the product to the customer is complete at full contract value.
· Installation. Revenue is recognised when the obligation of acceptance
of installation is complete at full contract value.
· Sale under performance obligation. Where there is a requirement to
prove performance of product within the contract in respect of the increase in
output from the turbines, revenue is recognised at a point in time when each
of the distinct performance obligations are satisfied which varies from
customer to customer but is broadly 40% on delivery of product, 30% on
installation and 30% when the performance obligation in terms of generated
output is met.
Where payment for installation and other performance services is received
before the installation and other
services have been completed, revenue is deferred and included within
creditors and released on completion of
the installation and service obligations.
No adjustment is made to the revenue recognised in respect of any financing
component of the contract.
Where products are sold with warranties revenue is recognised in the period
where the products are shipped and an appropriate provision for claims under
warranty is based on past experience is accounted for in accordance with IAS
37. This is shown as an expense in the Consolidated Statement of Profit and
Loss and Other Comprehensive Income.
Other Operating Income includes sales of other services originating from
outside the core business of the Group and is recognised exclusive of VAT and
other taxes.
Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision maker has been identified as the board of directors.
Financial assets and liabilities
Financial instruments
The Group classifies all its financial instruments into the amortised cost
category. The Group's accounting policy for each category is as follows:
· Trade and loan receivables: Trade receivables are
initially recognised by the Group and carried at original invoice amount less
an allowance for any uncollectible or impaired amounts. An impairment
provision is calculated by considering the trade receivables and expected
credit losses. The Group applies the IFRS 9 simplified approach to measuring
expected credit losses using a lifetime expected credit loss provision for
trade receivables. The expected loss rates are based on the Group's historical
credit losses experienced over the three-year period prior to the period end.
The historical loss rates are then adjusted for current and forward-looking
information on factors affecting the Group's customers. An estimate for
doubtful debts is also made when collection of the full amount is no longer
probable. Debts are written off when they are identified as being
uncollectible. Trade receivables and other receivables are recognised at fair
value. Loan receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They arise
principally through the intercompany loans; Impairment of loan receivables is
calculated utilising the lifetime expected credit losses of these loans and
the changes in the credit risk of the counterparty.
· Cash and cash equivalents in the statement of financial
position comprise cash at bank, cash in hand.
· Financial liabilities. The Group treats its financial
liabilities in accordance with the following accounting policies:
Trade payables and other short-term monetary liabilities are recognised at
fair value and subsequently at amortised cost
· Loans are initially recognised at fair value net of any
transaction costs directly attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortised cost using
the effective interest rate method, which ensures that any interest expense
over the period to repayment is at a constant rate on the balance of the
liability carried in the statement of financial position. "Interest expense"
in this context includes initial transaction costs and premiums payable on
redemption, as well as any interest payable while the liability is
outstanding.
Share capital
Financial instruments issued by the Company are classified as equity only to
the extent that they do not meet the definition of a financial liability.
The Company's ordinary shares are classified as equity instruments.
Borrowing costs
Borrowing costs are recognised in the Statement of Comprehensive Income in the
period in which they are incurred.
Current taxation
The current tax is based upon the taxable profit for the period together with
adjustments, where necessary, in respect of prior periods. The Group's asset
or liability for current tax is calculated using tax rates that have been
enacted or substantively enacted at the financial period end date.
Current tax is recognised in the Statement of Comprehensive Income, except to
the extent that it relates to items recognised in other comprehensive income
or directly in equity.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the Statement of Financial Position differs from
its tax base.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the reporting date and are expected
to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Dividends
Dividends are recognised when they become legally payable. In the case of
interim dividends to equity shareholders, this is when declared by the
directors and paid. In the case of final dividends, this is when approved by
the shareholders at the annual general meeting.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost and
subsequently stated at cost less accumulated depreciation and, where
appropriate, provision for impairment in value or estimated loss on disposal.
The cost includes the acquisition price and costs incurred directly in
connection with the acquisition until the time when the asset is ready to be
used.
Depreciation is provided on all items of property, plant and equipment so as
to write off their carrying value, less its residual value, over their
expected useful economic lives. It is provided at the following rates:
Plant and
equipment
over 3 - 5 years
The assets residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
Intangible assets - Development projects
Expenditure on research activities is recognised as an expense in the period
in which it is incurred.
An internally generated intangible asset arising from development (or from the
development phase of an internal project) is recognised if, and only if, all
the following have been demonstrated:
· Technical feasibility of completing the intangible asset
so that it will be available for use or sale
· The intention to complete the intangible asset and use or
sell it
· The ability to use or sell the intangible asset
· How the intangible asset will generate probable future
economic benefits
· The availability of adequate technical, financial and
other resources to complete the development and to use or sell the intangible
asset
· The ability to measure reliably the expenditure
attributable to the intangible asset during its development.
The amount initially recognised for internally generated intangible assets is
the sum of the expenditure incurred from the date when the intangible asset
first meets the recognition criteria listed above. Where no internally
generated intangible asset can be recognised, development expenditure is
recognised in Statement of Comprehensive Income in the period in which it is
incurred. Capitalised development costs comprise costs, including wages and
salaries. Amortisation or other finance expenses are not recognized.
After initial recognition, internally generated intangible assets are reported
at cost less accumulated amortisation and accumulated impairment losses.
Depreciation is provided based on the assets' residual value and an assessment
of the assets' expected useful lives, however, no more than 5 years from
finishing the technology or receival of the first milestone-payment.
Impairment of non-financial assets
Assets that are subject to depreciation or amortisation are assessed at each
reporting date to determine whether there is any indication that the assets
are impaired. Where there is any indication that an asset may be impaired, the
carrying value of the asset (or cash-generating unit to which the asset has
been allocated) is tested for impairment. An impairment loss is recognised for
the amount by which the asset's carrying amount exceeds its recoverable
amount.
The recoverable amount is the higher of an asset's (or CGU's) fair value less
costs to sell and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately
identifiable cash flows (CGUs). Non-financial assets that have been previously
impaired are reviewed at each reporting date to assess whether there is any
indication that the impairment losses recognised in prior periods may no
longer exist or may have decreased.
Deposits
Deposits in respect of property rentals are recorded as separately
identifiable assets and recognised at historical cost.
Inventory
Cost of raw materials and con-sumables consists of purchase price. Cost of
manufactured goods and work in progress consists of costs of raw materials,
con-sumables and direct labour costs.
Inventories are initially recognised at cost and subsequently at the lower of
cost and the net realisable value of inventories where the net realisable
value is calculated as the estimated selling price less completion costs and
costs incurred to execute sale.
Provisions
Provisions are recognised for liabilities of uncertain timing or amounts that
have arisen because of past transactions and are discounted at a pre-tax rate
reflecting current market assessments of the time value of money and the risks
specific to the liability. Product warranty provisions are based on 4% of the
total products delivered, using an average repair cost per product.
Grants
Grants are not recognised until there is reasonable assurance that the Group
will comply with the conditions attaching to them and that the grants will be
received.
Grants are recognised either in Statement of Comprehensive Income on a
systematic basis over the periods in which the Group recognises as expenses
the related costs for which the grants are intended to compensate or where
they related directly to capitalised costs, they are netted off the cost of
the assets.
Grants that are receivable as compensation for expenses or losses already
incurred or for the purpose of giving immediate financial support to the Group
with no future related costs are recognised in Statement of Comprehensive
Income in the period in which they become receivable.
Share based payments
The Group operates an equity-settled share-based compensation plan under which
the entity receives services from employees as consideration for equity
instruments of the Group. The fair value of the employee services received in
exchange for the grant of the equity instruments is recognised as an expense.
The total amount to be expensed is determined by reference to the fair value
of the instruments granted. At the end of each reporting period, the Group
revises its estimates of the number of instruments that are expected to vest
based on the non-market vesting conditions and service conditions. It
recognises the impact of the revision to original estimates, if any, in the
income statement, with a corresponding adjustment to equity.
Employee benefits
Employees in the Group typically have variating holiday benefits. At the end
of each reporting period the Group accrue these holiday liabilities.
Leases
At the commencement date of the lease, the Group recognises a right-of-use
asset and a corresponding lease liability which is measured at the present
value of lease payments to be made over the lease term. The lease payments
include fixed payments (including in-substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an index or a
rate, and amounts expected to be paid under residual value guarantees. The
lease payments also include the exercise price of a purchase option reasonably
certain to be exercised by the Group and payments of penalties for terminating
a lease, if the lease term reflects the Group exercising the option to
terminate. The variable lease payments that do not depend on an index or a
rate are recognised as expense in the period on which the event or condition
that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the
incremental borrowing rate at the lease commencement date if the interest rate
implicit in the lease is not readily determinable. After the commencement
date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change
in the lease term, a change in the in-substance fixed lease payments or a
change in the assessment to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term
leases of machinery and equipment (i.e., those leases that have a lease term
of 12 months or less from the commencement date and do not contain a purchase
option). It also applies the lease of low-value assets recognition exemption
to leases of office equipment that are considered of low value (i.e., below
€5,000). Lease payments on short-term leases and leases of low-value assets
are recognised as expense on a straight-line basis over the lease term.
5. Basis of consolidation
The consolidated financial statements incorporate the results of Windar
Photonics plc and all of its subsidiary undertakings as of 31 December 2024
using the acquisition or merger method of accounting as required. Where the
acquisition method is used, the results of subsidiary undertakings are
included from the date of acquisition.
Where the company has control over an investee, it is classified as a
subsidiary. The company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
De-facto control exists in situations where the company has the practical
ability to direct the relevant activities of the investee without holding the
majority of the voting rights. In determining whether de-facto control exists
the company considers all relevant facts and circumstances, including:
· The size of the company's voting rights relative to both
the size and dispersion of other parties who hold voting rights.
· Substantive potential voting rights held by the company
and by other parties.
· Other contractual arrangements.
· Historic patterns in voting attendance.
The consolidated financial statements present the results of the company and
its subsidiaries ("the Group") as if they formed a single entity. Intercompany
transactions and balances between group companies are therefore eliminated in
full.
The acquisition of the subsidiary Windar Photonics A/S in 2014 was deemed to
be a business combination under common control as the ultimate control before
and after the acquisition was the same. As a result, the transaction was
outside the scope of IFRS 3 and has been included under the principles of
merger accounting by reference to UK GAAP. In 2022, the direct ownership of
the subsidiary was changed whereafter the 100% owned subsidiary Windar Denmark
ApS holds the 100% direct ownership of Windar Photonics A/S.
Under the merger method, the income, expense, assets and liabilities of Windar
Photonics A/S and Windar Denmark ApS have been included in the consolidated
financial statements of Windar Photonics plc as if it had always been a member
of the Group,
5. Basis of consolidation (continued)
considering the original acquisition date of the wider Group. The amounts
attributed to the assets (including goodwill) and liabilities of Windar
Photonics A/S therefore reflect their book values as of 1 January 2013. Any
difference between the consideration paid for the acquisition of Windar
Photonics A/S by the Company and the net book value of the assets (including
attributed goodwill) and liabilities acquired of €1.5m has been treated as
an adjustment in the merger reserve.
6. Critical accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future.
Estimates and assumptions are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The Group has made no
significant judgements other than described below. In the future, actual
experience may differ from these estimates and assumptions. The estimates
and assumptions that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial
period are discussed below. The Group considers that these risks relate to the
next financial period and those in the future by the nature of those
judgements.
(a) Useful lives of intangible assets
Intangible assets with finite useful life are amortised or depreciated over
their useful lives. Useful lives are based on the management's estimates of
the period that the assets will generate revenue, which are periodically
reviewed for continued appropriateness. Changes to estimates can result in
significant variations in the carrying value and amounts charged to the
Statement of Comprehensive Income in specific periods. The useful life of all
development projects has been estimated at five years from the date of
capitalisation. The carrying value at the end of the period was €1,764,959
and a change in the estimate of useful life from 5 to 3 years would reduce
this amount by €293,356 and the amortisation charged to the Statement of
Comprehensive income for the year would have increased by €250,964. More
details are included in note 17.
(b) Impairment of intangible assets
In assessing impairment, Management estimates the recoverable amount of cash
generating units based on expected future cash flows and uses the weighted
average cost of capital to discount them. At the end of each reporting period
Management reviews a four year forward looking financial projection including
a terminal value for the Group. The Management has further evaluated the
terminal growth expectations and the applied discount rate applicable to
derive a Net Present Valuation (NPV) of the Group. If the NPV of the Group
shows a lower valuation than the net assets of the company cost of investment
in subsidiary an impairment will be made. Based on this evaluation including
Management's estimates and assumptions no impairment was made during the
reporting period. Estimation uncertainty relates to assumptions about future
operating results in particular sales volumes and the determination of a
suitable discount rate.
(c) Impairment of investment in subsidiaries
In assessing impairment of investments in subsidiaries, management estimates
the recoverable amount of each asset. Management has estimated the impairment
for the carrying value of the investment in reference to the net asset value
of the subsidiaries. Estimation uncertainty relates to assumptions about
future operating results. Also see note 16 for details in relation to
investments.
(d) Estimation of the expected credit losses or trade receivables
In assessing the expected credit losses, in respect of the trade receivables
under IFRS 9, the Group considers the past performance of the receivable book
along with future factors, that may affect the credit worthiness of the entire
trade receivables. Estimations have therefore been made within these
assumptions which could affect the carrying value of the trade receivables.
(e) Warranty provision
In the current year, the Group has maintained its estimate for the warranty
provision related to its product sales. The estimate is based on 4% of the
total products delivered, with an average repair cost per product. The
estimates are confirmed by the latest data in 2025 based on deliveries of more
than 180 systems. The deliveries show a warranty percentage of 3.3% year to
date 2025
and a repair cost per unit with 95% accuracy to the estimates. The warranty
cases are continuously monitored, and estimates will be reassessed during the
third quarter of the year.
7. Financial instruments - Risk Management
The Group is exposed through its operations to the following financial risks:
· Credit risk
· Fair value or cash flow interest rate risk
· Foreign exchange risk
· Liquidity risk
In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments. This note describes the Group's
objectives, policies and processes for managing those risks and the methods
used to measure them. Further quantitative information in respect of these
risks is presented throughout these financial statements.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them from previous periods unless
otherwise stated in this note.
The principal financial instruments used by the Group, from which financial
instrument risk arises, include Trade and other receivables, Cash and cash
equivalents, loans and Trade and other payables.
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the Group's finance function. The Board receive quarterly
reports from the finance function through which it reviews the effectiveness
of the processes put in place and the appropriateness of the objectives and
policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Group's competitiveness and
flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or a
counterparty to a financial instrument
fails to meet its contractual obligations. In 2016 the Group restricted its
policy in respect of credit risks related to customers. Prior to any major
sales of products or services to new customers the Group seeks to receive
prepayments,
Credit risk also arises from cash and cash equivalents and deposits with banks
and financial institutions. For banks and financial institutions, only major
independently rated parties with minimum rating "A" are accepted.
The Group does not enter into derivatives to manage credit risk.
Fair value and cash flow interest rate risk
The Growth Fund borrowing from the Danish public institution, Vækstfonden,
initially bore interest at a fixed annual rate of 12%. In prior years, the
terms for the borrowing were renewed whereafter the interest rate was reduced
to 7% p.a. and the loan to be repaid on a quarterly basis instalment over the
period from 1 January, 2023 until 1 October, 2027.
In 2020, the Group obtained an additional Covid-19 loan the Growth Fund
borrowing from the Danish public institution, Vækstfonden carrying an
interest rate of CIBOR plus 5% and the loan to be repaid on a quarterly basis
instalment over the period from 1 October 2021 until 1 October 2026. In the
event the CIBOR rate changes by 5% p.a. the interest expenses charged to the
Profit and Loss statement would change by €12,589 p.a.
Foreign exchange risk
Foreign exchange risk also arises when the Group enters into transactions
denominated in a currency other than their functional currency (€). Given
the volume and magnitude of such transactions it is not considered sufficient
to warrant hedging the risk exposure.
The Group's main foreign currency risk will be the short-term risk associated
with accounts receivable and payable denominated in currencies that were not
the subsidiary's functional currency. The risk will arise on the difference
in the exchange rate between the time invoices were raised/received and the
time invoices were settled/paid.
The Group's policy is, where possible, to settle liabilities denominated in
their functional currency with the cash generated from their own operations in
that currency.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of
a financial instrument will fluctuate because of changes in foreign exchange
rates. The Group's exposure to the risk of changes in foreign exchange rates
relates primarily to the Group's operating activities (when revenue or expense
is denominated in a different currency from the Group's presentation currency)
and the Group's net investments in foreign subsidiaries (translation risk).
The Group is aware of its non-Euro exposures but does not consider that at
present a hedging program be required. Raw materials and capital expenditure
are primarily in Euro, US Dollars and RMB. whilst the target revenue market is
Asia, Europe and the USA. Any divergence from this would be considered by
management with a view to putting cover in place.
The Group has significant operations in the following currencies: Euro (€),
Danish Kroner (DKK) and Chinese Yuan (RMB).
Liquidity risk
Liquidity risk arises from the Group's management of working capital and the
finance charges and principal repayments on its debt instruments. It is the
risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due. The Group's policy is to ensure that it will
always have sufficient cash to allow it to meet its liabilities when they
become due.
The Board receives cash flow projections on a regular basis as well as
information regarding cash balances. At the end of the financial year, these
projections indicated that the Group expected to have sufficient liquid
resources to meet its obligations.
The following table sets out the contractual maturities (representing
undiscounted contractual cash-flows) of financial liabilities:
Up to 3 months Between 3 and 12 months Between 1 and 2 years Between 2 and 5 years Over 5 years
€ € € € €
At 31 December 2024
Trade payables 395,386 − − − −
Other payables and accruals 479,686 − − − −
Lease liabilities 7,564 22,693 − − −
Loans 252,196 343,586 804,822 − --
Total financial liabilities 1,134,832 366,279 804,822 − −
572,234 − − −
At 31 December 2023 211,667 − − − −
Trade payables 6,293 19,355 31,711 − −
Other payables and accruals −
Lease liabilities
Loans 235,741 295,044 967,945 319,752 −
Total financial liabilities 1,025,935 314,399 999,656 319,752 −
More details regarding the line items are included in note 24 and 25.
Capital Disclosures
The Group monitors capital, which comprises all components of equity (i.e.
share capital, share premium, merger reserve and accumulated retained
earnings).
The Group's objectives when maintaining capital are:
· to safeguard the entity's ability to continue as a going
concern, so that it can continue to provide returns for shareholders and
benefits for other stakeholders; and
· to provide an adequate return to shareholders by pricing
products and services commensurately with the level of risk.
The Group sets the amount of capital it requires in proportion to risk. The
Group manages its capital structure and adjusts it in the light of changes in
economic conditions and the risk characteristics of the underlying assets. In
order to maintain or adjust the capital structure, the Group may adjust the
number of dividends paid to shareholders, return capital to shareholders,
issue new shares, or sell assets to reduce debt.
8. Revenue
Revenue from contracts with customers: Year ended Year ended
31 December 2024
31 December 2023
€ €
Sale of products and installation 4,484,047 4,614,696
Rendering of services 76,468 151,788
Revenue 4,560,515 4,766,484
Revenue from contracts with customers is split by product as follows:
Year ended Year ended
31 December 2024
31 December 2023
€ €
WindEye™ 2,769,206
3,243,537
WindVision™ 1,240,510 1,845,490
Rendering of services 76,468 151,788
Revenue 4,560,515 4,766,484
Contract liabilities of €1,809,370 (2023: €251,678) relates to performance
obligation under contracts that have not yet been completed and are expected
to be met in 2025.
9. Loss from operations
Loss from operations is stated after:
Year ended Year ended
31 December 2024
31 December 2023
€
€
Staff costs (note 11) 2,098,854 1,476,189
Expensed research and development costs 994,892 1,023,801
Amortisation(1) 269,578 179,134
Depreciation - property, plant and equipment 40,808 29,407
Depreciation - right of use assets 28,236 28,738
Short term lease payments and property maintenance costs 29,625 27,348
Other operating income − (32,210)
Remuneration received by the Group's auditor or associates of the Group's
auditor:
- Audit of parent company 16,284 11,839
- Audit of consolidated financial statements 37,997 26,112
- Taxation compliance services 1,796 1,775
Other auditors:
- Audit of overseas subsidiaries 32,084 34,991
(1) Amortisation charges on the Group's intangible assets are recognised in
the administrative expenses line item in the consolidated statement of
comprehensive income.
10. Segment information
Operating segments are reported as reported to the chief operation decision
maker.
The Group has one reportable segment being the sale of LiDAR Wind Measurement
and therefore segmental results and assets are disclosed in the consolidated
income statement and consolidated statement of financial position.
In 2024, 3 customers accounted for approximately 88% of the revenue (2023: 3
customers accounted for 74% of revenue). The total amount of revenue from
these customers amounted to €4,027,661 (2023: €3,538,099).
Revenue by geographical location of customer:
Year ended Year ended
31 December 2024
31 December 2023
€
€
Europe 98,440 151,788
Americas 1,523,375 1,008,800
Australia − 81,900
China 2,933,700 3,523,996
Asia (excluding China) 5,000 -
Revenue 4,560,515 4,766,484
Geographical information
The parent company is based in the United Kingdom. The information for the
geographical area of non-current assets is presented for the most significant
area where the Group has operations being Denmark.
As at 31 December As at 31 December 2023
2024
€ €
Denmark 2,178,709 1,648,426
Non-current assets for this purpose consist of property, plant and equipment,
intangible assets and long-term deposits.
11. Directors and employees
2024 2023
Average Year end Average Year end
Number of employees
excluding directors
Sales and Services 4 3 4 3
Research and development 17 15 14 15
Production 6 6 5 6
Administration 5 5 4 5
32 29 27 29
Group 2024 2023
€ €
Staff costs
Wages and salaries 1,824,516 1,271,999
Social security costs 129,838 104,954
1,954,354 1,376,953
Warrant and Option expense 144,500 99,236
2,098,854 1,476,189
Company 2024 2023
€ €
Wages and fees 386,604 79,777
Social Security Costs 25,847 −
412,451 79,777
The Highest Director's pay is € 200.000. The highest paid Director is
Jørgen Korsgaard Jensen.
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of Group, and are
considered to be directors of the company.
The value of all elements of remuneration received by key management in the
year was as follows:
Wages and salaries and fees Fair value of warrant costs Pension contributions Total
€ € € €
Year ended 31 December 2024
Directors 499,870 - - 499,870
Year ended 31 December 2023
Directors 79,777 - - 79,777
12. Finance expense
Year Year
ended
ended
31 December 2024
31 December 2023
€
€
Foreign exchange gain/(losses) 38,225 (59,791)
Interest expense on leases (3,019) (19,149)
Interest expense on financial liabilities measured at amortised cost (72,632) (161,093)
Finance expense (37,426) (240,033)
13. Income tax
Year ended 31 December 2024 Year ended 31 December 2023
€ €
(a) The tax credit for the year:
UK Corporation tax - -
Foreign Research and Development tax credit 215,840 168,571
(b) Tax reconciliation
Loss on ordinary activities before tax (1,122,030) (351,091)
Loss on ordinary activities at the UK standard rate of corporation tax 25%
(2023: 23%)
(280,508) (82,506)
Effects of:
Expenses non-deductible for tax purposes 85,221 48,212
Research and Development tax allowance (22,860) (76,805)
Adjustment to not recognized deferred taxes in previous periods (92,476) (15,292)
Unrecognised tax losses (193,709) 56,429
Different tax rates applied in overseas jurisdictions 23,605 16,392
Change in tax rate
Exchange rate differences 267,246 (129,459)
(2,359) 14,458
Research and Development Tax credit for the year (215,840) (168,571)
The tax credit is recognised as 22%. (2023: 22%) of the company's deficit that
relates to research and development costs. Companies in Denmark, who conduct
research and development and accordingly experience deficits can apply to the
Danish tax authorities for a payment equal to 22%. (2023: 22%) of deficits
relating to research and development costs up to DKK 25 million.
(a) Deferred tax - Group
In view of the tax losses carried forward and other timing differences, there
is a deferred tax asset of approximately €3,288,567 (2023: €3,215,754)
which has not been recognised in these Financial Statements, given uncertainty
around timing and availability of sufficient taxable profits in the relevant
Company.
(b) Deferred tax - Company
In view of the tax losses carried forward and other differences there is a
deferred tax asset of approximately €639,192 (2023: €600,688) which has
not been recognised in these Financial Statements, given uncertainty around
timing and availability of future profit against which the losses will be able
to be used.
All taxes recognized in the statement of Comprehensive income are denominated
in DKK.
14. Loss per share
The loss and weighted average number of ordinary shares used in the
calculation of basic loss per share are as follows:
Year ended Year ended
31 December
31 December
2024
2023
€ €
Loss for the year (906,190) (182,520)
Weighted average number of ordinary shares 78,937,487 68,361,444
for the purpose of basic earnings per share
Basic gain/(loss) and diluted, cents per share (1.1) (0.3)
There is no dilutive effect of the outstanding share options (note 27) as the
dilution would reduce the loss per share.
15. Dividends
No dividends were proposed by the Group during the period under review (2023:
€Nil).
16. Investment in Subsidiaries
Company €
At 1 January 2023 −
Capital subscriptions in the year −
Capital contribution in the year −
Write down investment in subsidiary −
As at 31 December 2023 −
Capital contribution in the year −
Write down investment in subsidiary −
As at 31 December 2024 −
The subsidiaries of Windar Photonics Plc are as follows:
Name Country of incorporation Ownership Registered Office Nature of business
Windar Denmark ApS Denmark 100% Helgeshoej Allé 16-18 Holding company
DK-2630 Taastrup
Windar Photonics A/S Denmark 100% indirect Helgeshoej Allé 16-18 Develop and commercialise wind turbine technology
DK-2630 Taastrup,
Windar Photonics (Shanghai) Co. Ltd. China 100% indirect Room 1201-1, 2(nd) Floor, No. 108 Ludalu Road, Pudong, Shanghai Commercialise wind turbine technology
In 2022, the Company established Windar Denmark ApS and owns 100% of the
issued share capital of Windar Denmark ApS (comprising shares of DKK 40,000 of
1 DKK each) with CVR number 43615947.
In November 2022, the Company transferred all outstanding shares in Windar
Photonics A/S (CVR number 32157688) to Windar Denmark ApS. Following the
transaction, the existing share capital in Windar Photonics A/S of DKK
9,380,392 (comprising A Shares of DKK 5,737,800 of 1 DKK each and B Shares of
DKK 3,642,592 of 1 DKK each) were reduced to DKK 400,000 without any
difference in share classes.
Windar Photonics A/S was incorporated on 28 December 2008 in Denmark and
acquired by the Company in August 2014.
Windar Photonics A/S owns 100% of the issued common stock of Windar Photonics
(Shanghai) Co.Ltd. Windar Photonics (Shanghai) Co. Ltd. was incorporated on 18
May 2016 in China with a registered fully paid capital of USD 200,000.
17. Intangible assets
Group Development projects
€
Cost
At 1 January 2023 4,196,708
Additions 493,436
Grants received (165,265)
Exchange differences (9,318)
At 31 December 2023 4,515,561
Material asset transferred to intangible asset 166,602
Additions - internally developed 573,093
Grants received (29,894)
Exchange differences (4,537)
At 31 December 2024 5,220,825
Accumulated amortisation
At 1 January 2023 2,999,712
Charge for the year 179,134
Exchange differences (6,646)
At 31 December 2023 3,172,200
Material asset transferred to intangible asset 17,165
Charge for the year 269,578
Exchange differences (3,077)
At 31 December 2024 3,455,866
Net carrying value
At 1 January 2023 1,196,996
At 31 December 2023 1,343,361
At 31 December 2024 1,764,959
The Group has received public Research and Development Grants of €29,894
(2023: €165,265) in respect of the capitalised research and development. At
the end of the year 2 development projects are ongoing which are
supported by public Research and Development Grants and outstanding grants
which can be claimed in the coming two years amount to € nil (2023:
€51,127).
The development projects relate to the development of improved performance and
functionality of the Group's product offerings. Measurement of the development
projects are based on expected contributions to forward looking business plans
and budgets.
18. Property, plant & equipment
Group Property, plant and equipment
€
Cost
At 1 January 2023 335,723
Additions 254,796
Disposed −
Exchange differences (230)
At 31 December 2023 590,289
Material assets transferred to intangible asset (166,602)
Additions 277,422
Disposed (2,254)
Exchange differences (3,026)
At 31 December 2024 695,829
Accumulated depreciation
At 1 January 2023 228,740
Charge for the year 30,165
Disposed −
Exchange differences 585
At 31 December 2023 259,490
Material assets transferred to intangible asset (17,165)
Charge for the year 40,808
Disposed (2,254)
Exchange differences (4,119)
At 31 December 2024 276,760
Net carrying value
At 1 January 2023 106,983
At 31 December 2023 330,799
At 31 December 2024 419,069
19. Right of use assets
Group Right of use assets
€
Cost
At 1 January 2023 84,743
Additions −
At 31 December 2023 −
Additions −
At 31 December 2024 84,743
Accumulated depreciation
At 1 January 2023 28,738
Charge for the year
At 31 December 2023 28,738
Charge for the year 28,236
Exchange differences (1,070)
At 31 December 2024 55,904
Net carrying value
At 1 January 2023 −
At 31 December 2023 56,005
At 31 December 2024 28,839
20. Inventory
Group
As at As at
31 December 2024
31 December 2023
€ €
Raw material 484,483 414,160
Work in progress 79,904 63,355
Finished goods 797,194 241,468
Inventory 1,361,581 718,983
The cost of inventory sold and recognised as an expense during the year was
€1,978,983 (2023: €2,381,571).
21. Trade and other receivables
Group Company
As at As at As at As at
31 December
31 December
31 December
31 December
2024
2023
2024
2023
€
€
€
€
Trade receivables 4,304,399 546,273 − −
Receivables from subsidiary undertakings − − 12,703,637 1,091,896
Tax receivables 246,377 151,015 − −
Other receivables 242,011 135,088 49,074 12,512
Total trade and other receivables 4,792,787 832,376 12,752,711 1,104,408
Classified as follows:
Current Portion 4,792,787 832,376 12,752,711 1,104,408
22. Cash and cash equivalents
Cash and cash equivalents comprise the following balances with original
maturity less than 90 days:
Group Company
As at As at As at As at
31 December
31 December
31 December
31 December
2024
2023
2024
2023
€
€
€
€
Cash at bank 7,066,338 152,180 23,838 −
23. Notes supporting statement of cash flows
Non-current loans and borrowings Current loans and borrowings Total
€
€
€
As at 1 January 2023 1,690,462 157,114 1,847,576
Repayment of loans − (73,415) (73,415)
Loans and borrowings classified as non-current in previous period becoming (530,785) 530,785 −
current in this period
Accrued interests on non-current loans 128,020 − 128,020
Loans and borrowings classified as current in previous period becoming − − −
non-current in this period
New long-term borrowings in the period − (83,699) (83,699)
Foreign exchange rate differences − − −
As at 31 December 2023 1,287,697 530,785 1,818,482
Repayment of loans − (389,214) (389,214)
Loans and borrowings classified as non-current in previous period becoming (595,782) 595,782 −
current in this period
Accrued interests on non-current loans 112,907 − 112,907
Loans not paid on schedule − (141,066) (141,066)
Foreign exchange rate difference − (505) (505)
As at 31 December 2024 804,822 595,782 1,400,604
The Company does not have any long- or short-term loans or borrowings.
24. Trade and other payables
Group Company
As at As at As at As at
31 December
31 December
31 December
31 December
2024
2023
2024
2023
€
€
€
€
Trade payables 395,386 572,234 109,588 43,627
Bank overdrafts − − − 426
Other payables and accruals 438,042 368,607 32,882 72,423
Payables to Directors 212,206 104,203 212,206 104,203
Current portion of Growth Fund and Covid-19 loans 595,782 530,785 − −
Lease liabilities 30,257 25,648 − −
Contract liabilities 1,809,370 251,678 − −
Total trade and other payables 3,481,043 1,853,155 354,676 220,679
Classified as follows:
Current Portion 3,481,043 1,853,155 354,676 220,679
There is no material difference between the net book value and the fair values
of current trade and other payables due to their short-term nature.
25. Borrowings
The carrying value and fair value of the Group's borrowings for the Vækstfond
loan are as follows:
Group
Carrying and Fair value
Loans As at 31 December As at 31 December
2024
2023
€
€
Growth Fund and COVID-19 loans 1,400,604 1,818,482
Current portion of Growth Fund and COVID-19 loans
(595,782) (530,785)
Total non-current financial liabilities measured at amortised costs 804,822 1,287,697
As announced in 2020, terms for the borrowing were renewed during the year
whereafter the interest rate was reduced to 7% p.a. and the loan to be repaid
in quarterly instalments over the period from 1 January, 2022 until 1 October,
2026. The loan agreement was further amended in 2022 whereby interests payable
until September 2022 were further accrued to the loan principal hereafter the
loan principal to be repaid in quarterly instalments over the period from 1
October 2023 until 1 October 2027. In November 2022 the loan was transferred
to Windar Denmark ApS.
A new Covid-19 loan was further obtained during 2020 from Vækstfonden which
carries an interest rate of CIBOR plus 5% p.a. and to be repaid in quarterly
instalments over the period from 1 October 2021 until 1 October 2026.
In 2020, relation with the changes to the existing Growth Fund borrowing and
the new offered loan, the lender now has security of the assets of Windar
Photonics A/S, subsidiary undertaking, to an amount of DKK12.6m. In relation
to the additional Covid-19 loan the following terms and conditions are in
place:
· There is an early exit fee set at a maximum DKK600k
· No dividends or corporate bond interest will be paid. Dividend
distributions from Windar Photonics A/S to Windar Photonics PLC has been
restricted until full repayment of the borrowing to the Growth Fund.
· No payment of inter-company debts from Windar Photonics A/S. Windar
Photonics PLC has entered into an agreement to resign from repayments of any
outstanding amounts owned by Windar Photonics A/S to Windar Photonics PLC
until full repayment of the borrowing to the Growth Fund.
· The loan is secured up to a value of DKK12.6M on certain assets of
Windar Photonics A/S, subsidiary undertaking.
Both loans are denominated in Danish Kroner.
The Company had no borrowings.
26. Lease liabilities
Group
As at As at
31 December 2024
31 December 2023
€ €
Lease liabilities - current portion 30,257 25,648
Lease liabilities - non-current portion − 31,711
Lease liabilities 30,257 57,359
The total cash outflow in respect of lease liabilities was €29,625 (2023;
€23,984) while the related interest expenses recognised in the year was
€2,954 (2023; €4,311).
Future lease payments are due as follows:
Lease payments Present value
2024 Interest 2024
2024
€ € €
Within one year 31,770 (1,513) 30,257
Within two to five years − − −
More than five years − − −
Total lease payments 31,770 (1,513) 30,257
27. Share capital
Authorised € Authorised €
2024 2024 2023 2023
Shares at beginning of reporting period 68,361,444 834,771 68,361,444 834,771
Issue of share capital 27,676,426 328,480 − −
Shares at end of reporting period 96,037,870 1,163,251 68,361,444 834,771
Number of shares issued and fully paid € Number of shares issued and fully paid €
2024 2024 2023 2023
Shares at 1 January 2023 68,361,444 834,771 68,361,444 834,771
Issue of shares for cash 27,676,426 328,480 − −
Shares at 31 December 2024 96,037,870 1,163,251 68,361,444 834,771
At 31 December 2024 the share capital comprises 96,037,870 shares of 1 pence
each.
Share options
Share options are granted to employees.
During the year no share options lapsed, and no new share options were granted
during the year.
Share options issued in 2017, 2019, 2021 and 2023 are valued using the
Black-Scholes pricing model and no performance conditions are included in the
fair value calculations. The options were issued at a strike price of 100p in
respect of share options granted in 2017 and 2019 and a strike price of 40p
for options granted in 2021. In 2023 1,056,956 option were issued at a strike
price of 21.85p and 1,200,000 at 30.0p. All share options granted with a third
vesting on each anniversary for the first three years whereafter the options
have a 10-year life. The price of the share at the time of issue used equals
the actual market price of the share at issue. The risk-free rate was 4%. The
expected volatility is based on historical volatility of the AIM market over
the last three years and is estimated to be 90%.
The average share price during the year was 43,27 pence (2023: 33.48 pence).
At the year end the Company had the following options outstanding:
Number of options
At 31 December 2023 Granted Lapsed At 31 December 2024 Exercise price (£ pence) Exercise date
Options 3,278,263 - - 3,278,263 40.50 16/11/18 to 15/06/36
3,278,263 - - 3,278,263
The number of share options exercisable at 31 December 2024 are 2,221,667
(2023: 1,448,750).
The weighted average remaining contractual life for the share options
outstanding as at 31 December 2024 is 9.99 years (2023: 10.99 years).
28. Reserves
The following describes the nature and purpose of each reserve within equity
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess of nominal value.
Merger reserve - Group Represents the difference between the consideration paid for the acquisition
of Windar Photonics A/S by the Company and the net book value of the assets
and liabilities acquired.
Merger reserve - Company Represents the difference between the fair value and the nominal value of the
shares issued for the acquisition of Windar Photonics A/S.
Foreign currency reserve Gains and losses on the retranslating the net assets from the functional
currencies to the reporting currency of €.
Retained earnings All other net gains and losses and transactions with owners (e.g. dividends)
not recognised elsewhere.
29. Provisions
2024 2023
€ €
Legal provisions 221,557 -
Total provisions 221,557 -
The provision is related to a dispute with a previous customer in China. The
case is expected to be concluded in 2025.
30. Short term leases
The Company has one leasing commitment with maturity under 12 months. The
commitment has a value of €31,770 (2023: €60,761).
31. Warranty provision - Group
2024 2023
€ €
Provision at the beginning of reporting period 25,493 45,774
Provision charged to the profit and loss account 11,530 (20,185)
Utilised in year − −
Foreign exchange rate movements (26) (96)
36,997 25,493
The Group typically provides a two-year warranty period to customers on
products sold. Warranty expenses/(income) charged to the Statement of
Comprehensive Income amounted to €11,530 (2023: (€20,185)) corresponding
to a warranty cost percentage of Nil % (2023: Nil%) relative to the prior two
years revenue. However, due to the early business stage of the Group and the
uncertainty following this the Group has adopted a policy to accrue a 4%
provision based on the prior two years deliveries calculated with the cost of
goods sold at the end of the period.
32. Holiday allowance provision - Group
2024 2023
€ €
Provision at the beginning of reporting period 138,538 138,538
Increase holiday allowance provision in year − −
Accrued interest 4,159 3,804
142,697 138,538
33. Related Party Transactions
At the end of the year, there were amounts outstanding to the directors as
follows: Jorgen Korsgaard Jensen €nil (2023: €nil), Johan Blach Petersen
€nil (2023: € 6,850), David George Lis €100,000 (2023: €23,354),
Andrew Richardson €11,970 (2023: €11,275), Paul Hodges €29,925 (2023:
€28,188), Gavin Manson €29,925 (2023: €nil) and Søren Høffner €nil
(2023: €33,536). Outstanding amounts to directors are fees being satisfied
post period by share issues. Fees paid to a company owned by Gavin Manson,
amounted to €113,266 (2023: €Nil). Wavetouch Denmark A/S has in previous
years rented office space from Windar Photonics A/S, the amount payable during
the year to Windar was €nil (2023: €32,210).
Intercompany transactions
At 31 December 2024, there exist an intercompany loan between Windar Photonics
PLC and its directly or indirectly held subsidiaries Windar Denmark ApS and
Windar Photonics A/S.
Windar Photonics PLC has a receivable at €12,703,637 (2023: €1,091,896)
and interest added during 2024 amounts to €325,496 (2023: €47,417) with
Windar Photonics A/S and Windar Denmark ApS.
The interest rate for 2024 is Bank of England base rate + 2.5% p.a. (2023:
Base rate + 2.5% p.a.).
34. Financial Instruments
a) Assets
Group Group Company Company
2024 2023 2024 2023
€ € € €
Trade & Other Receivables 4,304,399 546,273 12,752,711 1,104,408
Cash & Cash Equivalents 7,066,338 152,180 23,838 −
Total 11,370,737 698,453 12,776,549 1,104,408
Assets in the analysis above are all categorised as 'other financial assets at
amortised cost' for the Group and Company
b) Liabilities
Group Group Company Company
2024 2023 2024 2023
€ € € €
Trade & Other Payables 875,072 783,901 354,676 220,679
Loans 1,400,604 1,818,482 - -
Lease liability 30,257 57,359 - -
Total 2,305,933 2,659,742 354,676 220,679
Liabilities in the analysis above are all categorised as 'other financial
liabilities at amortised cost' for the Group and Company
35. Controlling Parties
There is no ultimate controlling party of the Company.
36. Subsequent events and outstanding lawsuits
On 26 February 2025, the Group issued 329,956 shares at an average
subscription price of 44.43p per share in satisfaction of fees due to
Non-Executive Directors in respect of 2024.
On 30 April 2025, the Advisory Board has been formed to provide both
commercial and technical guidance on the future development of the Group's
products and services. The Advisory Board will bring a broad range of
competences, technical experience and detailed knowledge from across the
industry during a key period of accelerated growth for the Group.
On 9 June 2025, the Group announced the appointment of Mr. Andreas Berg
Nielsen to the Board as Non-Executive Director. Andreas brings close to two
decades of global leadership experience in the wind energy sector, with a
proven track record in business development, strategic expansion, and
commercial excellence across both European and North American markets. His
extensive experience in the wind energy industry, combined with his strong
commercial and strategic mindset, will be a great addition to Windar as we
look to scale the business.
Post year end, there is an ongoing litigation in Shanghai. The current legal
case is dating back to a sales contract from June 2018. A customer ordered 50
WindEye systems. Prepayment was made by the customer upon ordering, however,
the Group chased the customer for a call-off back in 2019 as the customer
couldn't fulfil their end of the contract. However, in 2024, the customer sued
the Company to get the prepayment back and solicitors were engaged to address
this matter. Accordingly, a provision was made in the financial statements for
the amount of they made be required to pay which is equivalent to the
prepayment the customer made amounting to €221.
Commercial in Confidence
WINDAR PHOTONICS PLC
NOTICE OF ANNUAL GENERAL MEETING
This document is important and requires your immediate attention. If you are
in any doubt as to any aspect of the proposals referred to in this document or
as to the action you should take, you should seek your own advice from your
stockbroker, solicitor, accountant or other professional adviser. If you have
sold or otherwise transferred all your shares in Windar Photonics plc, please
forward this document, together with any accompanying documents, to the
purchaser or transferee or to the person who arranged the sale or transfer so
they can pass these documents to the person who how holds the shares.
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of Windar
Photonics Plc (the "Company") will be held at The Heron, 5 Moor Lane, London,
EC2Y 9AP at 10.00 a.m. on 1st August 2025 for the purpose of considering and,
if thought fit, passing the resolutions below.
Resolution 7 will be proposed as a special resolution. All other resolutions
will be proposed as ordinary resolutions.
As Ordinary Resolutions:
1. To receive and adopt the Company's annual accounts for the
financial year ended 31 December 2024 together with the Directors' report and
the auditors' report on those accounts.
2. To re-elect Jørgen Korsgaard Jensen, who retires by
rotation pursuant to the articles of association of the Company and who, being
eligible, offers himself for re-election as a Director
3. To elect Andreas Berg Nielsen, who retires by rotation
pursuant to the articles of association of the Company and who, being
eligible, offers himself for re-election as a Director
4. To appoint Gravita Audit II Limited, as auditors of the
Company to hold office from the conclusion of this meeting until the
conclusion of the next general meeting at which the accounts are laid before
the meeting
5. To authorise the Directors to fix the remuneration of the
auditors.
6. That, in substitution for all subsisting authorities to the
extent unused, the Directors be generally and unconditionally authorised for
the purpose of section 551 of the Companies Act 2006 to exercise all the
powers of the Company to allot ordinary shares in the Company and grant rights
to subscribe for, or to convert any security into such ordinary shares (such
ordinary shares and rights to subscribe for or to convert any security into
ordinary shares being relevant securities) up to an aggregate nominal amount
of £96,038, with such authorisation to expire upon the earlier of the
conclusion of the next annual general meeting and 30 June 2026 (unless
renewed, varied or revoked by the Company prior to or on that date) after the
date of this resolution (save that the Company may before such expiry make an
offer or agreement which would or might require relevant securities allotted,
or rights to be granted, after such expiry and the directors may allot
relevant securities, in pursuance of such offer or agreement as if the
authorisation conferred hereby had not expired).
As a Special Resolution
7. That, subject to the passing of resolution 6 above and in
substitution for all subsisting authorities to the extent unused, the
Directors be generally empowered pursuant to sections 570 and 573 of the
Companies Act 2006 (the 'CA 2006') to allot equity securities (as defined in
section 560 CA 2006) pursuant to the authority referred to in resolution 5, as
if section 561(1) CA 2006 did not apply to any such allotment, provided that
the power was:
· limited to the allotment of equity securities in
connection with an offer of equity securities:
a. to ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
b. to holders of other equity securities as required by the
rights of those securities or as the directors otherwise consider necessary.
· limited to the allotment of equity securities in
connection with an offer of equity securities limited to the allotment of
equity securities up to an aggregate nominal amount of £96,038, and shall
expire on the earlier of the conclusion of the next annual general meeting and
30 June 2026 (unless renewed, varied or revoked by the Company prior to or on
that date), save that the Company, may before such expiry make an offer or
agreement which would or might require equity securities to be allotted after
such expiry and the Directors may allot equity securities in pursuance of such
offer or agreement as if the power hereby conferred had not expired.
Dated June 30, 2025
By Order of the Board
Jørgen Korsgaard Jensen
Director
Registered Address: 85 Great Portland Street, London W1W 7LT
Registered Number: 09024532
Explanatory Notes to the Notice of Annual General Meeting ("AGM")
The notes on the following pages explain the proposed resolutions. Resolutions
1 to 6 are proposed as ordinary resolutions. This means that for each of those
resolutions to be passed, more than half of the votes cast must be in favour
of the resolution. Resolution 7 is proposed as a special resolution. This
means that for this resolution to be passed, at least three-quarters of the
votes cast must be in favour of the resolution.
Resolution 1: Approval of the annual report and accounts
The Company is required to present its report and accounts to shareholders at
its AGM. This provides an opportunity to discuss the performance of the
Company during the year, its management and prospects for the future.
Resolutions 2 and 3: Re-election of directors
The Company's articles one third of the Directors to retire by rotation at
each AGM and at the first AGM following their appointment. The board proposes
them for re-election as Directors of the Company. Biographical details of all
directors can be found on page 10 of the 2024 annual report.
Resolutions 4 and 5: Auditors reappointment and remuneration
It is a requirement that the Company's auditor must be reappointed at each
general meeting at which financial statements are laid, in effect, at each
AGM. After considering relevant information, the Audit Committee recommended
to the Board the appointment of Gravita Audit II Limited. Resolution 4
proposes Gravita Audit II Limited - see page 15 and Resolution 5 authorises
the Directors to determine their remuneration.
Resolution 6: Directors' power to allot relevant securities
Under section 551 of the Companies Act 2006, relevant securities may only be
issued with the consent of the shareholders, unless the shareholders pass a
resolution generally authorising the Directors to issue shares without further
reference to the shareholders. This resolution authorises the general issue
of shares up to an aggregate nominal value of £96,038, which is equal to 10%
of the nominal value of the current issued share capital of the Company.
Such authority will expire at the conclusion of the next AGM of the Company or
six months after the Company's accounting reference date, being 30 June 2026
(whichever is the earlier).
Resolution 7: Disapplication of pre-emption rights on equity issues for cash
Section 561 of the Companies Act 2006 requires that a company issuing shares
for cash must first offer them to existing shareholders following a statutory
procedure which, in the case of a rights issue, may prove to be both costly
and cumbersome. This resolution excludes that statutory procedure as far as
rights issues are concerned. It also enables the Directors to allot shares
up to an aggregate nominal value of £96,038, which will be equal to 10% of
the nominal value of the current issued share capital of the Company, assuming
resolution 5 being passed. The Directors believe that the powers provided by
this resolution will maintain a desirable degree of flexibility. Unless
previously revoked or varied, the disapplication will expire on the conclusion
of the next AGM of the Company or six months after the Company's accounting
reference date, being 30 June 2026 (whichever is the earlier).
Notes
1. A member of the Company entitled to vote at the meeting
convened by this notice is entitled to appoint one or more proxies to exercise
any of his rights to attend, speak and vote at that meeting on his behalf. A
proxy need not be a member of the Company but must attend the meeting to
represent you.
2. You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. You may not
appoint more than one proxy to exercise rights attached to any one share. To
appoint more than one proxy please contact Share Registrars on 01252 821390,
overseas callers should call +44 1252 821390.
3. A Form of Proxy is enclosed. To be effective, the Form of
Proxy together with any power of attorney or other written authority under
which it is signed, or a notarial certified copy or a certified copy in
accordance with the Powers of Attorney Act 1971 of such power or written
authority must be completed signed and to be valid the proxy must be duly
executed and deposited with the Company at the offices of the Company's
registrars, Share Registrars Limited, 3 The Millennium Centre, Crosby Way,
Farnham, Surrey GU9 7XX , not later than 10 a.m. on 30 July 2025.
4. Completion and return of a Form of Proxy will not prevent a
member from attending and voting in person if he or she so wishes.
5. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001 to be entitled to attend and vote at the meeting (and for the
purposes of the determination by the Company's register of members not less
than 48 hours before the time of the meeting or, in the event that the meeting
is adjourned, on the Register of Members of the Company not less than 48 hours
before the time of any adjourned meeting, and only such members shall be
entitled to attend and vote at the meeting in respect of the number of shares
registered in their name at that time. Changes to entries on the Register of
Members after 10 a.m. on 30 July 2025 or, in the event that the meeting is
adjourned, not less than 48 hours before the time of any adjourned meeting,
shall be disregarded in determining the rights of any person to attend and
vote at the meeting.
6. In the case of joint holders, the vote of the senior who
tenders a vote, whether in person or by proxy, will be accepted to the
exclusion of the votes of any other joint holders. For these purposes,
seniority shall be determined by the order in which the names stand in the
register of members in respect of the joint holding.
7. In the case of a corporation, the Form of Proxy must be
executed under its common seal or signed on its behalf by a duly authorised
attorney or duly authorised officer of the corporation.
8. A vote withheld option is provided on the Form of Proxy to
enable you to instruct your proxy not to vote on any particular resolution.
However, it should be noted that a vote withheld in this way is not a "vote'
in law and will not be counted in the calculation of the proportion of votes
"For" and "Against" a resolution.
9. To change your proxy instructions simply submit a new proxy
appointment using the methods set out above. Note that the cut-off time for
receipt of proxy appointments (see above) also apply in relation to amended
instructions; any amended proxy appointment received after the relevant
cut-off time will be disregarded. Where you have appointed a proxy and would
like to change the instructions using another hard-copy Form of Proxy, please
contact Share Registrars (see note 3 above). If you submit more than one
valid proxy appointment, the appointment received last before the latest time
for the receipt of proxies will take precedence.
10. In order to revoke a proxy instruction, you will need to
inform the Company using one of the following methods:
By sending a signed hard copy notice clearly stating
your intention to revoke your proxy appointment to Share Registrars Ltd, The
Courtyard, 17 West Street, Farnham, Surrey GU9 7DR. In the case of a member
which is a company, the revocation notice must be executed under its common
seal or signed on its behalf by an officer of the company or an attorney for
the company. Any power of attorney or any other authority under which the
revocation notice is signed (or a duly certified copy of such power or
authority) must be included with the revocation notice.
In either case, the revocation notice must be received
by Share Registrars no later than 10 a.m. on 30 July 2025.
If you attempt to revoke your proxy appointment but the
revocation is received after the time specified then, subject to the paragraph
directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from
attending the meeting and voting in person. If you have appointed a proxy
and attend the meeting in person, your proxy appointment will automatically be
terminated.
11. A copy of the proposed draft rules of the EMI and copies of
the contracts of service between each executive director and the letters of
appointment of the non-executive directors are available for inspection during
normal business hours (Saturdays, Sundays and public holidays excepted) at the
registered office of the Company. These together with the register of
directors' interests in shares, will be available for inspection for at least
15 minutes prior to and during the AGM at the meeting venue.
12. Except as provided above, members who have general queries
about the AGM should write to the Company Secretary, Edward Ratnam, 23
Chetwynd Park, Cannock, Staffordshire WS12 0NZ. You may not use any electronic
address provided in either this notice of AGM or any related documents
including the Form of Proxy.
As at 5.00 p.m. on the date immediately prior to this notice the Company's
issued share capital comprised 96,037,870 ordinary shares of 1 pence each.
Each ordinary share carries the right to one vote at a general meeting of the
Company and therefore the total number of voting rights in the Company is
96,037,870.
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