REG - Zenova Group PLC - Annual Results for the period ended 30 Nov 2024
30/05/2025 18:15
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RNS Number : 8848K Zenova Group PLC 30 May 2025
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30 May 2025
Zenova Group PLC
("Zenova", the "Company" or the "Group")
Annual Results for the period ended 30 November 2024
Zenova Group PLC (AIM: ZED), the innovative fire suppression and interdiction
company, today announces its results for the year ended 30 November 2024. In
addition, the Company gives notices of its annual general meeting ("AGM") and
the publication of its annual report and accounts.
Highlights for the year ended 30 November 2024
FINANCIAL HIGHLIGHTS
· Revenue: Zenova generated gross sales of £112k or the year ended
30 November 2024, reflecting a decrease compared to the previous year (2023:
£278k) driven by delays in order execution.
· Loss After Tax: The Company reported a reduced loss after
taxation of £1,238k, an improvement from 2023 (loss of £1,687k).
· Loss per share reduced from (1.69p) in 2023 to (1.0p) in 2024.
PRODUCT DEVELOPMENT, TESTING & CERTIFICATION HIGHLIGHTS
Certification Achievements:
· Zenova FX6L and FX9L extinguishers achieved EN3-7 certification,
confirming their suitability for fire Classes A, B, F, and electrical fires.
· Additional certifications obtained include the UK Kitemark,
Marine Equipment Directive (MED), and Marine Equipment Regulations (MER),
positioning Zenova FX extinguishers as a leader in certified fire safety
solutions.
Regulatory Compliance:
· Independent lab testing confirmed that Zenova FX fluid and its
components meet all current and forthcoming EU regulations concerning PFOA,
PFOS, and PFAS.
Product Expansion:
· Launch of the Zenova FX2L (2-litre extinguisher) and chrome
versions of the FX6L and FX9L models.
· Introduction of Zenova CS, a ceiling-mounted automatic fire
extinguisher (October 2024), suitable for retrofitting in locations such as
kitchens, hotel rooms, and server rooms.
PRODUCT PORTFOLIO HIGHLIGHTS
Zenova has now successfully launched its full suite of core products:
· Zenova FP: fire-retardant coating
· Zenova IP: insulating coating
· Zenova IR: insulating render
· Zenova FX500: 500ml aerosol fire extinguisher for all fire types
· Zenova FX6L and FX9L: multi-purpose fire extinguishers
(certified)
· Zenova FX6L Chrome and FX9L Chrome, multi-purpose fire
extinguishers
· Zenova FX2L multi-purpose fire extinguishers
· Zenova CS, ceiling-mounted automatic fire extinguisher
· Zenova FX Fluid: certified universal fire-extinguishing agent
· Zenova WB: eco-friendly, non-toxic wildfire barrier
SALES HIGHLIGHTS
· Zenova's sales efforts remain focused on large B2B accounts in
construction, manufacturing, industrial sectors, and public institutions.
· The Company uses direct sales, supported by sub-distributors and
agents, with an emphasis on product demonstrations and trials to penetrate
high-value client networks.
· Major Contract: In April 2024, Zenova secured a £2.4 million
order over two years with Gracewood/Drips and Sparks/Zensafe for Zenova FP,
however, the execution of this order has been delayed.
· International Demonstrations: Product demonstrations were held in
Mallorca (March 2024), Albania (May 2024), Chile (November 2024), and Panama
(May 2025) to support market expansion.
SALES & DISTRIBUTION NETWORK HIGHLIGHTS
· Zenova expanded its global sales footprint through new
distribution and sub-distribution agreements, many of which include annual
minimum purchase commitments to retain exclusivity.
· Zenova's products are now distributed in: UK, Germany, Austria,
Switzerland, Albania, Poland, Spain, Portugal, Romania, USA, Chile, Panama,
and India.
MANUFACTURING HIGHLIGHTS
· Zenova has established scalable, outsourced manufacturing
capabilities across the UK, Europe, and North America, ensuring readiness to
meet projected demand.
· Post-Period Update:
o In partnership with AED, Zenova launched a joint venture manufacturing
facility in Albania to serve growing regional demand.
o The facility is now fully operational ahead of schedule and is expected to
generate over €2 million in revenue in its first full year.
BOARD & MANAGEMENT HIGHLIGHTS
· Zenova restructured its Board and senior management to focus on
sales execution and delivery, marking a strategic shift from development to
commercial growth.
· Fiona Rodford was appointed Non-Executive Chair in March 2024,
succeeding Don Nicolson.
FINANCING HIGHLIGHTS
· March 2024: Zenova raised £677,500 in gross proceeds via a
subscription to support working capital.
· Post-Period Event (Feb 2025):
o Successfully raised an additional £250,000 through a placing and
subscription of 100,000,000 new ordinary shares at 0.25 pence per share.
Outlook
Zenova anticipates accelerating revenue growth driven by:
· Positive macroeconomic tailwinds in the fire protection market
· Expanding product certification advantages
· Continued distributor network expansion
· Zenova production JV delivering to regional markets
Thomas Melchior, Chief Executive of Zenova Group PLC commented: "2024 was
undoubtedly a challenging year for Zenova, but it was also a period of
necessary transformation. My team and I remained focused on repositioning the
business for sustainable growth-innovating across our product range,
restructuring operations, and reducing costs to better capitalise on our
competitive advantages.
A standout example of this progress is the successful launch of our new
production facility in Albania, which will significantly enhance our ability
to meet confirmed demand for both our paints and extinguishers while
accelerating brand recognition in a rapidly growing region.
We are also making steady progress converting long-standing sample interest
into recurring orders across Germany, Spain, and the UK. While this process
has taken longer than anticipated, the feedback from these prospective
customers remains consistently positive, and we're confident that these
efforts will begin to bear fruit in 2025.
Additionally, we look forward to updating the market on strategic initiatives
that we believe will position Zenova as a true disruptor in the fire
extinguisher sector. With a strengthened foundation and a clearer path to
execution, I am optimistic that 2025 will be a year of significant commercial
breakthrough and revenue growth."
Notice of AGM and Annual Report Publication
· Zenova Group PLC will hold its AGM at 10:30 AM BST on 8 July 2024
at its registered office: 172 Arlington Road, London NW1 7HL
· The Annual Report and Accounts for the year ended 30 November
2024, together with the Notice of AGM and Form of Proxy, are available on the
Company's website:
https://zenovagroup.com/reports-documents/
(https://zenovagroup.com/reports-documents/)
· Physical copies will be posted to shareholders who have opted for
printed materials.
For further information, please contact:
Zenova Group PLC
Thomas Melchior, CEO
Fiona Rodford, Chairperson
Tel: +44 20 3475 6834
SPARK Advisory Partners Limited (Nominated Adviser)
Matt Davis / Adam Dawes
Tel: +44 20 3368 3550
Peterhouse Capital Limited (Broker)
Charles Goodfellow
Tel: +44 207 469 0930
Chair's Statement
Dear Shareholders,
Zenova was founded with a mission to deliver innovative, sustainable solutions
in fire safety and heat management. Since our IPO in 2021, we have developed,
rigorously tested, certified, and successfully launched a comprehensive suite
of fire safety and thermal management products.
Through continual innovation and refinement of our formulations and
development processes, Zenova now offers industry-leading solutions to a wide
range of fire protection and heat control challenges. Our portfolio includes
fire-retardant paints, insulating paints and render, a proprietary
fire-extinguishing fluid, and a diverse range of fire extinguishers.
Product Expansion and Certification Milestones
Over the past year, we have expanded our product offering and achieved several
key certifications:
· The Zenova FX extinguisher range passed EN3-7 certification for
the FX6L and FX9L models, validating performance across Classes A, B, F, and
electrical fires.
· We secured additional approvals, including the UK Kitemark,
Marine Equipment Directive (MED), and Marine Equipment Regulations (MER)
certifications.
· Zenova FX fluid meets all current and upcoming EU regulations
related to PFOA, PFOS, and PFAS.
· Our extinguisher range now includes the FX2L (2-litre unit) and
chrome versions of the FX6L and FX9L models.
· We introduced the Zenova CS - a ceiling-mounted automatic
extinguisher system, enabling fire protection in new environments.
Strengthening Our Supply Chain and Global Reach
Zenova has significantly enhanced its supply chain capabilities with scalable,
outsourced manufacturing now in place across the UK, Europe, and North
America. In May 2025, we entered a joint venture in Albania to produce Zenova
products for the growing regional markets in Southeast Europe.
Our global sales network has been further strengthened through the appointment
of sub-distributors and partners, giving Zenova coverage across key
international markets, including the USA, UK, Latin America (2024), and more
recently, Germany, India (2024), and Romania (2024). Notable distribution
partners such as Rawlins and Dulux are helping drive this expansion.
Our marketing strategy-built on targeted demonstrations in key markets
including the USA, UK, Palma (2024), Albania (2024), and Latin America (Chile
and Panama, 2025)-continues to build awareness and customer confidence in our
offerings.
Performance and Outlook
In 2024, Zenova made significant operational strides. However, revenue growth
was disappointing and fell short of our expectations, with the Company
recording sales of £112k for the year ended 30 November 2024. Revenues are
delayed because of delays in executing received orders and longer than
estimated customer procurement cycles.
Looking ahead, the Board anticipates strong revenue growth in 2025, supported
by a solid international sales agent network and potential pipeline. With all
major certifications in place and large-scale contracts now progressing, we
believe Zenova is well-positioned for a breakthrough year.
Strategic Focus and Financial Management
We remain committed to prudent financial management, including strict cost
controls and monthly Board-level budget reviews to ensure sufficient working
capital during this growth phase. As our R&D transitions into the next
strategic phase, we anticipate a meaningful reduction in related expenditures.
Zenova also successfully raised £678k gross in March 2024 and an additional
£250k in February 2025, both earmarked for working capital to support our
expansion.
Following the departure of Don Nicolson, who served as Chairman since our IPO,
I assumed the role of Non-Executive Chair in March 2024. I thank Don for his
leadership and contribution to Zenova's journey.
Looking Ahead
Our ambition is to establish Zenova as a trusted global provider of advanced
fire safety and thermal management solutions across multiple industries and
regions. The efficacy of our products is well-established through rigorous
testing, certification, and real-world use by customers.
As always, the success of our business is rooted in the commitment of our
people. I would like to thank our dedicated employees, valued customers, and
supportive shareholders. With your continued support, we are confident in our
path forward and excited about the opportunities ahead.
We look forward to updating you with further progress as we execute on our
strategy for sustainable growth and long-term success.
Fiona Rodford
Chair
Zenova Group PLC
30 May 2025
Strategic Report
Introduction
Zenova Group, through Zenova Ltd, is the holder of intellectual property that
underpins a suite of fire safety and temperature management products and
technology. The product range is applicable to industrial, commercial, and
residential markets. The Group's products include fire retardant paints,
insulating paints and render, fire extinguishing fluid and fire extinguishers.
Through innovative development, and a refined formulation and development
process, Zenova provides industry leading solutions across a range of fire
protection and temperature management problems.
The founders of Zenova Group leveraged their extensive experience in the fire
safety and insulation industry and began their research and development in
2017. A significant motivation for forming Zenova Group was the perceived
stagnation in technological advancements within the fire safety sector. For
over fifty years, the field had seen minimal innovation, leaving firefighters
worldwide reliant on outdated technology that is resource-intensive and often
produces harmful by-products.
Recognising a significant market gap, the founding team developed innovative
fire deterrence methods, starting with fire extinguishing fluid and associated
hardware systems. Encouraged by positive test results, the founders expanded
their product development to include paints and renders. By using innovative
formulations and refining the development process, the team produced
industry-leading solutions for various fire protection and temperature
management challenges.
Zenova Ltd was established on January 20, 2020, to commercialise the
intellectual property created by the founders. On July 22, 2021, Zenova Group
Plc was admitted to AIM, raising £4.5 million before costs.
Research and Development, Testing and Certification
Zenova Group is committed to continuously developing and improving its
products in order to maintain its competitive advantage.
Zenova has a small research and development team, as well as industry leading
partners engaged under consulting agreements. Their task is product
development, testing and refining the formulas and processes used for to
create the Zenova intellectual property. In addition to the development of
products, Zenova's R&D efforts also focus on rigorous and continuous
testing, trials and certification.
· BRE steel testing confirmed the effectiveness of our Zenova FP,
fire-retardant paint, thus expanding market potential for our Zenova FP
intumescent coating.
· Liverpool John Moores University validated the efficiency of our
Zenova IP thermal insulation paint and successfully demonstrated that just 1mm
of Zenova IP can move a building's EPC rating from E to D, reducing heat
energy consumption by over 25% thus lowering fuel bills by improving the
U-value by 35%. Liverpool John Moores University our thermal insulation paint,
which can deflect, absorb and dissipate heat and reduce temperatures by up to
45% and therefore save thermal management energy costs.
· Certification test results for the Zenova FX500 aerosol fire
extinguisher by international testing house CNBOP, an international testing
house confirming Classes A, B, F and Electrical classification to the BS 6165
fire standard.
· Zenova's FX extinguisher range passes EN3-7 testing and
certification for the Zenova FX 6L & Zenova FX 9L extinguishers by MPA
Dresden Fire in Germany, confirming Class A, B, F and Electrical
classification to the latest EN3 standard.
· The Zenova FX extinguisher range further passed UK Kitemark, and
MED (Marine Equipment Directive) certifications, both in 2024, establishing
the Zenova extinguishers as premier certified choice for comprehensive fire
protection across any fire type.
· The Zenova FX fluid and its components were independently tested
by external laboratories and that the Zenova FX range of extinguishers
conforms to all current regulations and planned EU regulations regarding PFOA,
PFOS and PFAS.
· The Zenova FX extinguisher range was expanded with a Zenova FX2L,
a 2-litre fire extinguisher as well as with Zenova FX6L & Zenova FX9L
extinguishers in chrome.
· In October 2024 Zenova further expanded its product range with
the Zenova CS, a ceiling mounted unit automatic fire extinguisher range
containing the Zenova FX fluid. This new product and be retrofitted into most
ceilings and bring fire protection to new areas such as kitchens, hotel rooms
and server rooms.
Products & Solutions
Zenova has developed a range of products providing fire safety and heat
management solutions for a wide range of sectors and environments.
Zenova FP, fire protection paint
A water based, fire protection paint (also known as a 'thermofoaming' or
'intumescent' paint), which can be used on any surface and colour matched to
any colour. When exposed to heat or flames, the paint expands and creates a
solid foam-like crust which will not burn and insulates the surface it is
painted on. This prevents surfaces from catching fire and stops fire
spreading. It has been tested by global fire industry experts and complies
with UK building regulations and the latest UK and European fire safety
standards.
Zenova IP, thermal insulation paint
A thermal insulation paint embeds the most modern insulating technology in a
thermos-like ultra-thin layer. It saves energy by increasing the thermal
insulation level in commercial and residential buildings. Zenova IP has been
independently tested and validated to deflect, absorb and dissipate up to 75%
of this heat, thereby reducing the inside temperature by up to 45%. Suitable
for both exterior and interior surfaces, on any type of surface.
Zenova IR, thermal insulation render
Zenova IR is a ready mixed insulation render that can be applied to internal
and external walls in commercial and residential buildings to provide
immediate insulation benefits and can be colour matched to any colour.
Zenova FX, fire extinguishers
A fire extinguisher like no other. Zenova FX extinguishers are PFAS compliant,
effective and safe to use on all types of fires. Fully tested to European
EN3-7 as well as British standards, Kitemark, MED and MER, the Zenova FX
extinguishers are certified for class A, B and F as well as being safe for use
on electrical fires. Available in 2, 6 and 9 litre sizes.
Zenova FX500, aerosol fire extinguisher
The Zenova FX500 is a high-performance handheld fire extinguisher that is
tested by independent experts and adheres to the highest industry
standards. Safe for use on any type of fire, the Zenova FX500 reduces the
risk of reignition. The Zenova FX 500 is quick, easy and safe to operated and
has been fire tested to BS6165 standard.
Zenova CS, automatic ceiling sprinklers
The Zenova CS provides ceiling-mounted fire protection for new builds and can
be easily retrofitted into any existing environment to address all types of
fire risks
Zenova WB, wildfire barrier
A wildfire barrier fluid (applied via spray wands or aerial drops), which
provides a virtual barrier where fire simply will not burn. Repeated tests by
the Wildfire Laboratory at Exeter University on a variety of extremely dry
wildfire fuels (grasses, hays, brush) confirms the incredible fire resistance
Zenova WB provides, while remaining viable after application for 30+ days in
dry conditions.
Sales
Zenova sales strategy is currently concentrated on large business-to-business
accounts in sectors such as construction, manufacturing, industrial and public
sector bodies. Zenova targets sales to the end user, by appointing
sub-distributors and sales agents on a national and international level.
Zenova focuses on product demonstrations and trials with key clients to
leverage the networks and accredited industry specific consultants to
penetrate large businesses, and public sector bodies.
Sales routes:
· Key account sales
· Direct sales
· Sales agents
· Sub distributors for paint sales and distribution
· Fire management experts and advisors
· International sub distributors
Product demonstrations
A key sales tool for the Company is in-person demonstration of the Zenova
product range capabilities for potential clients, fire risk management experts
and key purchasing decision makers.
· The Fire Service College, Moreton-in-Marsh, UK (Nov 2023)
· Palma, Mallorca (March 2024)
· Albania, (May 2024)
· Chile, (November 2024)
Customer trials
Zenova is following a strategy of customer trials with key customers. As a
result of these the company currently has invoiced and supplied multiple trial
orders to key segments which are expected to lead to large follow up orders.
Customer trials of Zenova FP coatings on steel with Gracewood Construction Ltd
through their sprayers Drips and Sparks Ltd and our sub-distributor Zensafe
Ltd led to a two-year order for 200,000 litres for Zenova FP coating. The
order is worth £2.4million to the Company over 2 years, which will be payable
against monthly deliveries to sites specified in the previous month in
instalments, commencing immediately. Execution of this order has been delayed
due to construction permit issues resulting into project implementation
delays.
Key customers
Some of our key customers are Dulux, Rawlins Paints, Kensington and Chelsea
local authorities, Pinewood Studios, the NHS, Enfield City Council, Together
Housing, Southdown Housing Association and the Ukraine Military.
Sales and distribution network
Zenova expands global sales and delivery capabilities through appointment of
sales and sub-distributors for major market access. Zenova has secured some
cornerstone agreements within key sectors which are expected to develop into
large, longer-term sales from these partnerships.
Zenova has entered into several international sub-distributor agreements in
various territories globally. These contracts include an annual commitment
to purchase a minimum quantity by value of Zenova products.
Zenova's growing global sales and distribution footprint now covers all major
markets including:
· UK
· Germany
· Austria
· Switzerland
· Albania
· Poland
· Spain
· Portugal
· Romania
· USA
· Latin America
o Chile
o Panama
· India
Manufacturing
Zenova has strengthened its supply chain and now has reliable, scalable,
outsourced manufacturing partners for all Zenova products in the UK, Europe
and in North America which are ready to increase production to meet Zenova's
growth projections.
Manufacturing is subcontracted to specialist manufacturers in each category of
product. Zenova sources and approves the manufacturing components and
processes used by the manufacturers in advance of first production. Zenova
maintains responsibility for ongoing manufacturing oversight and
implementation of manufacturing strategy based on forecasted product supply
and demand levels. The manufacturing process for all products and the time
scale to produce finished goods is optimised. Zenova has entered manufacturing
contracts with manufacturers to produce the initial volumes of its paints,
primers, render, firefighting fluid and fire extinguishers.
Zenova has partnered with manufacturers in the following locations:
· Zenova
FP
UK & Canada
· Zenova
IP
UK & Canada
· Zenova
IR
UK & Canada
· Zenova FX500 UK &
USA
· Zenova FX6L & FX9L
Poland
· Zenova FX fluid Poland
& Canada
· Zenova
WB
Poland & Canada
All production facilities are designed to scale up rapidly to meet expected
growth in demand for Zenova products worldwide.
Post period updates
Zenova entered into a joint venture with AED to establish a manufacturing
facility for Zenova products in Albania to address growing regional demand.
This JV is expected to generate over €2m over the first full year of
operations. This production facility is now fully operational and ahead of
schedule.
Board and management
Zenova realigned the Board of Directors and senior management to focus on
sales and increasing market penetration as the company entered the next stage
of growth and focused on operational capacity to transition from R&D,
testing and certification to sales growth and customer delivery.
· Don Nicolson who chaired the Board of Directors since the company
was admitted to AIM in 2021 stepped down as from the role of Non-Executive
Chairman in March 2024.
· Fiona Rodford assumed the role of Non-Executive Chair of the
Company, following Don Nicolson's resignation. Fiona's primary focus is on
accelerating business growth and leveraging expanding market expansion through
sales and distribution arrangements. (March 2024).
Financing
· To fuel its expansion efforts, Zenova successfully raised gross
proceeds of £677,500 via a placing and subscription of 33,875,000 new
ordinary shares. The Fundraise was undertaken with several supportive existing
shareholders and new institutions and high net worth investors. (March 2024),
· The 2023 annual report was delayed due to the audit, and Zenova
Group's shares were temporarily suspended on 3 June before being restored to
trading on AIM on 7 June.
· With robust projected cash flows and recent funding initiatives,
Zenova discontinued the director working capital loan of £350,000, as it is
not been drawn down and was no longer deemed necessary. (May 2024).
Post period events
· Zenova successfully raised gross proceeds of £250,000 via a
placing and subscription of 100,000,000 new ordinary shares at a price of 0.25
pence per share The Fundraise was undertaken with existing shareholders and
new institutions and several new high net worth investors. As part of the
Placing, warrants have been issued on a 1-for-1 basis, allowing new investors
to subscribe for additional shares at 0.5 pence per new ordinary share, with
an exercise period of 18 months from the date of admission. Following the
issuance of the 100,000,000 Placing Shares, the TVR will increase by
100,000,000 shares, bringing the total number of voting rights in the Company
to 240,225,973. (February 2025)
· Dr. Etrur Albani, Non-Executive Director of the Company agreed to
participate in the Placing for 4,000,000 Placing Shares at the Issue Price.
(February 2025)
Corporate governance
· Zenova appointed a new broker, Peterhouse Capital, and appointed
Gravita as its new auditing firm. (April 2024).
· Zenova appointed MMBA as new auditors. (May 2025).
· Zenova published interim results for 6 months ending 31(st) of
May 2024. (August 2024).
· Zenova changed registered office address to 101 Kings Road,
Brentwood, Essex CM14 4DR. (September 2024)
· Zenova Group PLC called for a General Meeting to grant rights to
subscribe for, or to convert any security into, shares in the Company up to an
aggregate nominal amount of £200,000 during the period commencing on the date
of the passing of this resolution and expiring at the conclusion of the next
annual general meeting of the Company or on the close of business on the date
that is fifteen (15) months after the date on which this resolution is passed
and to ratify and approve the issue and allotment of ordinary shares at
nominal value of £50,000 as part of the Placing announced by the Company on
21 February 2025. All resolutions were approved.at the General Meeting. (March
2025).
Results
The consolidated results of Zenova Group Plc include the results of Zenova
Limited and Zenova Distribution Ltd for the year ended 30 November 2024.
Key Performance Indicators 2024 2023
£'000 £'000
Revenue 68 278
Operating Loss 1,441 2,045
Loss after taxation 1.238 1,687
Loss per share (1.0p) (1.69p)
Governance and Sustainability
Zenova adheres to and promotes a strong governance framework that is supported
by integrity, professionalism, and full transparency.
Zenova is committed to providing solutions to protect the environment through
the deployment of its products. It promotes a precautionary solution to the
devastating effects of fire as well as the saving of costs in energy usage in
both hot and cold climates.
Zenova aims to actively contribute to those communities in which it operates
and where it provides its effective solutions. We look to engage with local
communities and respect those social partnerships to cement long term
relationships with those communities.
Zenova is engaged in a project over the coming months to ensure it is
achieving the lowest carbon footprint possible. Zenova's suite of products
will allow us to share their environmental benefits with our customers and
other organisations, allowing them in turn to lower their own carbon
footprint.
The Future
We anticipate that the next twelve months will be focussed on sales order book
growth and order execution with a close focus on working capital management.
Zenova is already seeing a significant increase in qualified sales leads and
quotations and expects conversion to orders will grow at an increasing pace as
its sales and distribution channels gear up.
In the meantime, the Group has implemented strict cost controls to ensure it
has the working capital to navigate this period of growth.
Finally, I would like to thank our dedicated employees, our Board colleagues
for their support, our loyal and growing customer base for their trust in our
products and our supportive shareholders for our continued success.
Thomas Melchior
Chief Executive Officer
Zenova Group PLC
30 May 2025
Consolidated Statement of Comprehensive Income
Year ended Year ended 30 November
30 November 2023
2024 £'000
£'000
Note
Revenue 68 278
Cost of sales 5 (190) (216)
Gross (loss) / profit (122) 62
Administrative expenses 5&6 (1,319) (2,107)
Operating loss (1,441) (2,045)
Finance cost 5 (7) (18)
Loss before taxation (1,448) (2,063)
Taxation 7 210 376
Loss after taxation (1,238) (1,687)
Basic loss per share 8 (1.0p) (1.69p)
Diluted loss per share 8 (1.0p) (1.69p)
Consolidated Statement of Financial Position
Note 30 November 2023
Company Number: 13403221 30 November 2024
£'000 £'000
ASSETS
NON-CURRENT ASSETS
Goodwill 9 2,346 2,346
Property, plant & equipment 10 - 6
Right of use asset 11 - 89
TOTAL NON-CURRENT ASSETS 2,346 2,441
CURRENT ASSETS
Inventory 12 131 155
Trade and other receivables 13 136 153
Cash and cash equivalents 18 36 98
TOTAL CURRENT ASSETS 303 406
TOTAL ASSETS 2,649 2,847
LIABILITIES
NON-CURRENT LIABILITIES
Payables: Amounts falling due after one year 14 17 28
Lease Liability 15 - 93
TOTAL NON-CURRENT LIABILITIES 17 121
CURRENT LIABILTIES
Payables: Amounts falling due within one year 14 1,134 668
1,134 668
TOTAL LIABILITIES 1,151 789
NET ASSETS 1,498 2,058
EQUITY
Share capital 16 140 106
Share premium 16 7,442 6,798
Other reserves (68) (68)
Share based payment reserve 17 57 73
Retained earnings (6,073) (4.851)
TOTAL EQUITY 1,498 2,058
Consolidated Statement of Changes in Equity
Share Capital Share Premium Share Based Payment Reserve Other Reserve Accumulated Losses Total Equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 30 November 2022 94 6,310 161 (68) (3,252) 3,245
Transfer arising from warrants exercised - - (88) - 88 -
Share Issue 12 488 - - - 500
Loss and total comprehensive loss for the period - - - - (1,687) (1,687)
Balance at 30 November 2023 106 6,798 73 (68) (4,851) 2,058
Reversal of warrants exercised - - (16) - 16 -
Share Issue 34 644 - - - 678
Loss and total comprehensive loss for the period - - - - (1,238) (1,238)
Balance at 30 November 2024 140 7,442 57 (68) (6,073) 1,498
1
Consolidated Statement of Cash Flows
Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
CASH FLOWS USED IN OPERATING ACTIVITIES
Loss for the period after tax (1,238) (1,687)
Adjustment for:
Finance costs 7 18
Depreciation 6 33
Adjustments for changes in working capital
Inventory 24 (105)
Trade and other receivables 17 139
Rights of use asset 89 -
Trade and other payables 455 464
Lease Liability (93) (27)
Interest paid (7) (18)
NET CASH FLOW USED IN OPERATING ACTIVITIES (740) (1,183)
CASH FLOW USED IN INVESTING ACTIVITIES
Additions to property, plant and equipment - (1)
NET CASH FLOW USED IN INVESTING ACTIVITIES - (1)
CASH FLOW FROM FINANCING ACTIVITIES
Issue of share capital 678 500
NET CASH FLOW FROM FINANCING ACTIVITIES 678 500
(DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (62) (684)
CASH AND CASH EQUIVALENTS AT THE START OF YEAR/PERIOD 98 782
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR/PERIOD 36 98
Statement of Financial Position of the Parent Company
Notes
Company Number: 13403221 30 November 2024 30 November 2023
£'000 £'000
ASSETS
NON-CURRENT ASSETS
Investments 20 2,346 2,776
Property, plant and equipment - 2
TOTAL NON-CURRENT ASSETS 2,346 2,778
CURRENT ASSETS
Trade and other receivables 13 3,607 2,838
Cash and cash equivalents 18 8 45
TOTAL CURRENT ASSETS 3,615 2,883
TOTAL ASSETS 5,961 5,661
LIABILITIES
CURRENT LIABILTIES
Payables: Amounts falling due within one year 14 390
779
TOTAL LIABILITIES 779 390
NET ASSETS 5,182 5,271
EQUITY
Share capital 16 140 106
Share premium 16 7,442 6,798
Share based payment reserve 17 57 73
Retained earnings (2,457) (1,706)
TOTAL EQUITY 5,182 5,271
In publishing the parent company financial statements together with the Group
financial statements, the Company has taken advantage of the exemption in
section 408 of the Companies Act 2006 not to present its individual statement
of comprehensive income and related notes that form a part of these approved
financial statements. The loss for the year for the Company is £767 (year
ended 30 November 2023 £616k).
The financial statements on pages 56 to 83 were approved and authorised for
issue by the Board on 29(th) of May 2025, and signed on its behalf.
Thomas Melchior
Director
29(th) May 2025
Statement of changes in Equity of the Parent Company
Share Capital Share Premium Share based payment reserve Accumulated losses Total equity
£'000 £'000 £'000 £'000 £'000
Balance at 30 November 2022 94 6,310 161 (1,178) 5,387
Transfer arising from warrants exercised - - (88) 88 -
Share issue 12 488 - - 500
Loss and total comprehensive loss for the period - - - (616) (616)
Balance at 30 November 2023 106 6,798 73 (1,706) 5,271
Reversal of warrants exercised - - - 16 16
Loss and total comprehensive loss for the period 34 644 (16) (767) (105)
Balance at 30 November 2024 140 7,442 57 (2,457) 5,182
Notes to consolidated and parent company financial statements
General Information
The principal activity of Zenova Group plc and its subsidiary and associate
companies (collectively "Zenova Group" or "Group") is development,
manufacture, and sale of fire-retardant systems.
Zenova Group plc is the Group's ultimate Parent Company ("the parent
company"). It is incorporated in England and Wales and domiciled in
England. The address of its registered office is 101 Kings Road, Brentwood,
CM14 4DR. Zenova Group plc shares are admitted to trading on the London
Stock Exchange's AIM market. Zenova Group Plc is a public limited company,
limited by shares.
Basis of Preparation
The functional and presentation currency is the Pound Sterling.
Consolidated Financial Statements
These consolidated financial statements have been prepared in accordance with
UK-adopted international accounting standards. IFRS includes Interpretations
issued by the IFRS Interpretations Committee.
The consolidated financial statements have been prepared under the historical
cost convention, apart from financial assets and financial liabilities are
recorded at fair value through the profit and loss.
The preparation of financial statements in compliance with UK-adopted IFRS
requires the use of certain critical accounting estimates. It also requires
the Directors to exercise judgement in applying the Zenova's accounting
policies. The areas where significant judgements and estimates have been made
in preparing the financial statements are disclosed in more detail and the
critical accounting judgements are described in Note 3.
Parent Company Financial Statements
The parent company financial statements of Zenova Group plc have been prepared
in accordance with Financial Reporting Standard 101, 'Reduced Disclosure
Framework' (FRS 101). The financial statements have been prepared under the
historical cost convention, and in accordance with the Companies Act 2006, as
applicable to Companies using FRS 101.
The preparation of the parent company's financial statements in conformity
with FRS 101 requires the use of certain critical accounting estimates. It
also requires management to exercise its judgement in the process of applying
the company's accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are
significant to the financial statements are disclosed within the associated
accounting policy in Note 3.
The following exemptions from the requirements of IFRS have been applied in
the preparation of the parent company financial statements, in accordance with
FRS 101:
· Paragraphs 45(b) and 46 to 52 of IFRS 2, 'Share-based payment'
(details of the number and weighted-average exercise prices of share options,
and how the fair value of goods or services received was determined).
· IFRS 7, 'Financial Instruments: Disclosures'.
· Paragraph 38 of IAS 1, 'Presentation of financial statements'
comparative information requirements in respect of: (i) paragraph 79(a)(iv) of
IAS 1; (ii) paragraph 73(e) of IAS 16 Property, plant and equipment; (iii)
paragraph 118(e) of IAS 38 Intangible assets (reconciliations between the
carrying amount at the beginning and end of the period)
· The following paragraphs of IAS 1, 'Presentation of financial
statements': 10(d), (statement of cash flows) 16 (statement of compliance with
all IFRS), 38A (requirement for minimum of two primary statements, including
cash flow statements), 38B-D (additional comparative information), 111 (cash
flow statement information), and 134-136 (capital management disclosures)
· IAS 7, 'Statement of cash flows'
· The requirements in IAS 24, 'Related party disclosures' to
disclose related party transactions entered between two or more members of the
Group, provided that any subsidiary which is party to the transaction is
wholly owned.
· The requirements of paragraph 17 of IAS 24, 'related party
transactions'
The accounting policies set out below have been applied consistently across
the Group and to all periods presented in these financial statements.
Significant accounting policies
Summary of significant accounting policies and key accounting estimates
The principal accounting policies adopted in preparation of these financial
statements are set out below. These policies have been consistently applied to
all periods, unless otherwise stated.
Going concern
In the year to 30 November 2024 the Group reported a loss after taxation of £
1.238k.
The Group assesses at each reporting date whether it is a going concern for a
period of at least 12 months. In making this assessment management considers:
(a) the current working capital position and operational requirements.
(b) the timing of expected sales receipts and completion of existing
orders.
(c) the sensitivities of forecast sales figures over the going concern
review period.
(d) the timing and magnitude of planned expenditure; and
(e) the level of indebtedness of the Group and timing of when such
liabilities may fall due, and accordingly the working capital position over
the next 12 months.
Management considers in detail the going concern assessment, including the
underlying assumptions, risks and mitigating actions to support the
assessment. The assessment is subject to estimation uncertainty and there is
judgement in determining underlying assumptions.
There are several scenarios which management have considered that could impact
the financial performance of the Group. These include:
(a) Disruption of the supply chain, and any delays in the supply of raw
material that may impact the ability of the Group to produce its products.
(b) Delays in testing and certification required for geographical and
sector specific expansion.
(c) Failure of the sales contracts to be realised and expected sales
growth to fall below expectations.
(d) Changes in legislation that may increase lead times in production or
testing.
(e) Intellectual property on which the Group may be reliant to keep its
competitive advantage could be challenged.
(f) Significant negative market events or changes in investor appetite
which could delay or hinder any planned capital raising.
In performing the going concern assessment, management have prepared five
scenarios ranging from an upside scenario to a severe but plausible downside
scenario. The scenarios make varying assumptions about the speed at which
the Group will secure new orders based on probabilities assigned to the
current sales pipeline. In the scenario considered to reflect a severe but
plausible downside, the Directors have profiled cash balances over the coming
12 months on the basis that sales continue at levels achieved in FY25 and that
new contracts are not won or are delayed.
If the cash receipts from sales are lower than anticipated the Group has
identified that it has available to it a number of contingent actions, that it
can take to mitigate the impact of a downside scenario. In a severe but
plausible downside scenario the Group will be required to draw on one or more
of these mitigating actions to meet the Group's projected cash requirements in
the going concern review period.
These mitigating measures include seeking additional fundraising through the
issue of new shares, obtaining cash credits in respect of R&D expenditure
and through achieving further cost savings.
In respect of any potential fundraising, after consulting the Company's
brokers the Directors are confident of raising sufficient net proceeds to
cover the projected working capital requirements during the review period.
In respect of R&D tax credits, the Board notes the cash recovered during
the year in respect of R&D claims relating to the year ended 30 November
2024. Whilst any future R&D claim is subject to review and approval by
HMRC, the Directors are confident of the merits of a future R&D claim in
respect of expenditure incurred in the year to 30 November 2024.
The key element of cost saving mitigations is in respect of Director
remuneration. Since December 2022, all Directors as well as certain
employees and consultants have agreed to defer 50% of their contractual
salaries until such time as the Group achieves a set level of monthly revenue
sufficient to enable to it make full or partial repayment. The Company has
received confirmations from all Directors that they are willing to defer 100%
of their salaries if necessary to support the Group's cash requirements during
the going concern review period.
The Directors are confident that the Group will be able to meet its ongoing
working capital requirements from new orders but also consider that in a
severe but plausible downside scenario there are sufficient options to enable
the Group to continue to meet its cash requirements should that scenario
arise.
In conclusion, having regard to the existing and future working capital
position and projected sales the Directors are of the opinion that the
application of the going concern basis is appropriate, however for the reasons
noted above, they acknowledge the existence of a material uncertainty which
may cast significant doubt over the Group's and Company's ability to continue
in operation.
Critical accounting estimates and judgements
The Group makes certain estimates and assumptions in the preparation of
financial statements. Estimates and judgements are continually evaluated based
on historical experience and other factors, including expectations of future
events that are believed to be reasonable that best reflects the conditions
and circumstances that exist and the reporting date.
The principal estimates are judgements that could have effect upon the Group's
financial results are the valuation of investments, goodwill impairment and
recoverability of receivables including loans to subsidiaries. Further details
of these estimates and judgements are set out in the related accounting
policies for these items.
Revenue recognition
The Group recognises revenue on the transfer of goods and services in
accordance with the contractual terms entered into with clients.
The revenue recognition policy is that revenue is recognised when goods are
received by the customer. Typical payment terms provide for payment are 30
days after delivery.
Segment reporting
IFRS 8 requires that an entity disclose financial and descriptive information
about its reportable segments, which are operating segments or aggregations of
operating segments. Operating segments are identified on the basis of internal
reports that are regularly reviewed by the Board to allocate resources and to
assess performance. Using the Group's internal management reporting as a
starting point the single reporting segment set out in Note 4 has been
identified.
Foreign currency transaction and balances
In preparing the financial statements of the Group, transactions in currencies
other than the Group's functional currency (foreign currencies) are recorded
at the rates of exchange prevailing on the dates of the transaction. At each
reporting date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the balance
sheet date.
Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items are included in statement of total
comprehensive income for the period in operation expenses.
Tax
The tax expenses for the period represents the sum of the tax currently
payable and the deferred tax charge.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised.
The carrying amount of deferred tax assets are reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset is realised.
Deferred tax assets and liabilities are offset where there is a legally
enforceable right to set of current tax assets against current tax liabilities
and when the relate to income taxes levied by the same taxation authority and
the Group intends to settle its current tax assets and liabilities on a net
basis.
Goodwill
The Group's goodwill relates entirely to the acquisition of Zenova
Distribution Limited
Goodwill arising on the acquisition of an entity represents the excess of the
cost of acquisition over the Group's interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the entity
recognised at the date of acquisition. Goodwill is initially recognised as an
asset at cost and is subsequently measured at cost less any accumulated
impairment losses. Goodwill is not subject to amortisation but is tested for
impairment annually or whenever there is evidence that it may be impaired.
Goodwill is denominated in the currency of the acquired entity and revalued to
the closing exchange rate at each reporting period date.
Details of significant judgements applied in the goodwill impairment test are
given in Note 9.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any impairment losses. The cost of an item of property, plant and
equipment comprises its purchase price and any directly attributable costs of
bringing the asset to its working condition and location for its intended
use. Expenditure incurred after items of property, plant and equipment have
been put into operation, such as repairs and maintenance, is normally charged
to profit or loss in the period in which it is incurred. In situations where
it can be clearly demonstrated that the expenditure has resulted in an
increase in the future economic benefits expected to be obtained from the use
of an item of property, plant, and equipment, and where the cost of the item
can be measured reliably, the expenditure is capitalised as an additional cost
of that asset or as a replacement.
Depreciation of items of property, plant and equipment is calculated on the
straight-line basis to write off the cost of each item of property, plant and
equipment to its residual value over its estimated useful life.
The estimated useful lives of property, plant and equipment are as follows:
· Office equipment - 3-5 years
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of change in value.
Such investments are those with original maturities of three months or less.
Inventories
Inventories are stated at the lower of cost and net realisable value. Net
realisable value is the estimated selling price for inventories less all
estimated cost of completion and costs necessary to make the sale. The First
in First Out (FIFO) cost method is used by the Group.
Leases
The Group recognises a right-of-use asset and corresponding liability at the
date at which a leased asset is made available for use by the Group, except
for short-term leases (defined as leases with a lease term of 12 months or
less) and leases of low-value assets. For these leases, the Group recognises
the lease payments as an operating expense on a straight-line basis over the
term of the lease.
Lease liabilities are measured at the present value of the future lease
payments, excluding any payments relating to non-lease components. Future
lease payments include fixed payments, in-substance fixed payments, and
variable lease payments that are based on an index or a rate, less any lease
incentives receivable. Lease liabilities also take into account amounts
payable under residual value guarantees and payments to exercise options to
the extent that it is reasonably certain that such payments will be made.
The payments are discounted at the rate implicit in the lease or, where that
cannot be readily determined, at an incremental borrowing rate.
Right-of-use assets are measured initially at cost based on the value of the
associate lease liability, adjusted for any payments made before inception,
initial direct costs and an estimate of the dismantling, removal and
restoration costs required in the terms of the lease.
The Group presents right-of-use assets in 'non-current assets' in the
consolidated statement of financial position. Subsequent to initial
recognition, the lease liability is reduced for payments made and increased to
reflect interest on the lease liability (using the effective interest method).
The related right-of-use asset is depreciated over the term of the lease or,
if shorter, the useful economic life of the leased asset. The lease term
shall include the period of an extension option where it is reasonably certain
that the option will be exercised. Where the lease contains a purchase
option the asset is written off over the useful life of the asset when it is
reasonably certain that the purchase option will be exercised.
The Group remeasures the lease liability and makes a corresponding adjustment
to the related right-of-use asset whenever:
· The lease term has changed or there is a change in the assessment of
exercise of a purchase option, in which case the lease liability is remeasured
by discounting the revised lease payments using a revised discount rate.
· The lease payments change due to changes in an index or rate or a
change in expected payment under a guaranteed residual value, in which cases
the lease liability is remeasured by discounting the revised lease payments
using the initial discount rate (unless the lease payments change is due to a
change in a floating interest rate, in which case a revised discount rate is
used).
· A lease contract is modified, and the lease modification is not
accounted for as a separate lease, in which case the lease liability is
remeasured by discounting the revised lease payments using a revised discount
rate.
Investments in subsidiaries
Investments in subsidiaries are held at cost less accumulated impairment.
Investments are reviewed for impairment at the balance sheet date in addition
to whenever events or circumstances indicate that the carrying amount may not
be recoverable.
Financial instruments
Financial assets, including trade and other receivables and cash and bank
balances are initially recognised at transaction price, unless the arrangement
constitutes a financing transaction, where the transaction is measured at the
present value of the future receipts discounted at a market rate of interest.
Such assets are subsequently carried at amortised cost using the effective
interest method. At the end of each reporting period financial assets measured
at amortised cost are assessed for lifetime expected credit losses based on
past and forward-looking information. If an asset is impaired the impairment
loss is the difference between the carrying amount and the present value of
the estimated cash flows discounted at the asset's original effective interest
rate. The impairment loss is recognised in the Statement of Comprehensive
Income. If there is a decrease in the impairment loss arising from an event
occurring after the impairment was recognised, the impairment is reversed. The
reversal is such that the current carrying amount does not exceed what the
carrying amount would have been had the impairment not previously been
recognised. The impairment reversal is recognised in the Statement of
Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash
flows from the asset expire or are settled, or (b) substantially all the risks
and rewards of the ownership of the asset are transferred to another party or
(c) despite having retained some significant risks and rewards of ownership,
control of the asset has been transferred to another party who has the
practical ability to unilaterally sell the asset to an unrelated third party
without imposing additional restrictions.
Basic financial liabilities, including trade and other payables, bank loans,
loans from fellow group companies and preference shares that are classified as
debt, are initially recognised at transaction price, unless the arrangement
constitutes a financing transaction, where the debt instrument is measured at
the present value of the future receipts discounted at a market rate of
interest.
Debt instruments are subsequently carried at amortised cost, using the
effective interest rate method.
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Trade payables are
recognised initially at transaction price and subsequently measured at
amortised cost using the effective interest method. Financial liabilities are
derecognised when the liability is extinguished, that is when the contractual
obligation is discharged, cancelled or expires.
Reserves
· Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.
· Share premium
Share premium represents the premium over nominal value at which shares are issued less costs associated with the issue of shares.
· Other reserves
Other reserves represent the merger reserve created on acquisition of Zenova
Limited as part of the share reorganisation.
· Retained earnings
Retained earnings represents the company's profits and losses which have
accumulated year on year since the Company began trading.
· Share based payment reserve
The share-based payment reserve reflects fair value of share-based payments in
scope of IFRS 2 in respect of instruments which have not expired, lapsed or
been exercised at the reporting date.
Equity settled transactions
The Group has entered into equity settled share-based payments as
consideration for services received. Equity settled share-based payments are
measured at fair value at the date of grant.
The Group has measured the fair value by reference to the equity instruments
issued as it is not possible to measure reliably the fair value of the
services received.
The fair value of share options and warrants are recognised in the profit and
loss over the vesting period by reference to the expected number of
instruments expected to vest at the reporting date.
Basis of consolidation
The Group financial statements consolidate those of Zenova Group Plc (the
"Company") and its subsidiaries. The parent company financial statements
present information about the Company as a separate entity and not about its
group.
The consolidated financial statements incorporate the financial information of
Zenova Group Plc and its subsidiaries Zenova Limited and Zenova Distribution
Limited.
Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity
and can affect those returns through its power over the entity. Further to
this, subsidiaries are entities for which the Group has the power to govern
the financial and operating policies and consistent accounting policies have
been adopted across the Group. Subsidiaries are fully consolidated from the
date on which control is transferred to the Group. They are deconsolidated
from the date that control ceases. The acquisition method of accounting is
used to account for business combinations by the Group.
Inter-company transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also
eliminated, unless the transaction provides evidence of an impairment of the
transferred asset. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group.
The impact of new IFRSs adopted during the year
New and amended standards adopted by the company.
The group has applied the following amendments for the first time for their
annual reporting period commencing 1 December 2024:
• Classification of Liabilities as Current or Non-current and Non-current
liabilities with covenants - Amendments to IAS 1
• Lease Liability in Sale and Leaseback - Amendments to IFRS 16
• Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
The amendments listed above did not have any impact on the amounts recognised
in prior periods and are not expected to significantly affect the current or
future periods.
(New standards and interpretations not yet adopted Certain new accounting
standards, amendments to accounting standards and interpretations have been
published that are not mandatory for 30 November 2024 reporting periods and
have not been early adopted by the company. The company's assessment of the
impact of these new standards and amendments is set out below:
(i) Amendments to IAS 21 -- Lack of Exchangeability (effective for annual
periods beginning on or after 1 January 2025).
(ii) Amendments to the Classification and Measurement of Financial Instruments
- Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on
or after 1 January 2026).
(iii) IFRS 19 Subsidiaries without Public Accountability: Disclosures
(effective for annual periods beginning on or after 1 January 2027).
(iv) IFRS 18 Presentation and Disclosure in Financial Statements (effective
for annual periods beginning on or after 1 January 2027).
The Board are currently assessing the impact of these new amendments on the
group's financial reporting for future periods. However, the Board does not
expect any of the above to have a material impact future results.
Segment information
Products Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
Fire Extinguishers 97 118
Paints 15 160
Total
112 278
Revenue
Gross and Net revenue for the year ended 30 of November were £112k and £68k
respectively (2023: Gross Revenue £278k; Net Revenue £278k).
Revenue analysed by geographical market:
Revenue analysed per geographical market Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
UK 42 108
Europe 22 115
Rest of the world 4 55
Total Revenue
68 278
Expenses by nature
Group Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
Operating loss is stated after charging/(crediting):
Cost of materials sold 190 216
Fees paid to Company's auditors 57 30
Professional fees 216 211
Admin Expenses 41 41
Other costs 41 94
Consultancy fees 359 274
Travel & entertainment 32 62
Staff Costs 367 621
IT, Telephones and Communication 11 42
Marketing & Material 5 54
Rent & Rates 41 56
R&D 104 505
Depreciation 6 34
Other staff costs 39 84
Finance cost 7 18
Cost of sales, administrative and operational expenses
1,516 2,341
The analysis of auditors' remunerations is as follows:
Group Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
Fees payable to the Company's auditors for services to the group:
Audit of the group and parent annual financial statements 27 30
Total audit services 27 30
Directors and employees
The Employee benefit expenses during the year were as follows:
Group Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
Wages and salaries 356 577
National insurance 9 37
Pension contributions 2 7
367 621
The monthly average number employed during the year were as follows:
Group Year ended 30 November 2024 Year ended 30 November 2023
Directors 5 5
Employees 3 6
8 11
Company Year ended 30 November 2024 Period ended 30 November 2023
Directors 5 5
Employees 1 1
6 6
Key management personnel, as defined by IAS 24 "Related party disclosures"
have been identified as the Board of Directors. Detailed disclosures of
Directors remuneration, Directors' transactions, and Directors interests and
share options for those Directors who served during the year are set out
below:
Group Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
Salary 135 284
Consultancy Fees 198 164
Aggregate emoluments payable to directors 333 448
The highest paid director's emoluments were as follows:
Group Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
Consultancy 133 103
Total amount of emoluments payable 133 103
Remuneration in respect of the Directors was as follows:
Year ended 30 November 2024 Salary Consultancy Fees Benefits Share Total
£'000 Options
£'000 £'000 £'000 £'000
Executive Directors
Thomas Melchior - 133 - - 133
Don Nicolson 20 - - - 20
20 133 - - 153
Non-Executive Directors
Alain Gottesman 35 - - - 35
Fiona Rodford 45 - - - 45
Etrur Albani 35 65 - - 100
115 65 - - 180
Total 135 198 - - 333
Year ended 30 November 2023 Salary Consultancy Fees Benefits Share Total
£'000 Options
£'000 £'000 £'000 £'000
Executive Directors
Tony Crawley 102 - 1 - 103
Thomas Melchior - 99 - - 99
Don Nicolson 72 - - - 72
174 99 1 - 274
Non-Executive Directors
Alain Gottesman 35 - - - 35
Fiona Rodford 39 - - - 39
Etrur Albani 35 65 - - 100
109 65 - - 174
Total 283 164 1 - 448
In 2023, certain directors agreed to defer salaries at a rate of 50% until
such time as the Group has sufficient cash to repay outstanding balances and
resume full salary payment by referenced to an agreed revenue target. In May
2024 the Directors undertook to defer 100% of future salary payments as part
of the Group's cash preservation strategy. At the year-end 289,792 (2023:
£158,767) was payable to persons who are directors at the balance sheet date
in respect of deferred salaries.
No share options were awarded to directors in the year (2023: none) and no
directors exercised share options in the year (2023: none).
Taxation
The tax on the Group's loss before tax differs from the theoretical amount
that would arise using the weighted average tax rate applicable to losses of
the Group as follows:
Year ended Year ended 30 November 2023
30 November 2024 £'000
£'000
Reconciliation of effective tax rate
Loss before income tax 1,238 2,063
Tax calculated at applicable tax rates of 19%
235 309
Tax effect of expenses that are not deductible in determining taxable profit
- -
Deferred tax asset not recognised in respect of losses (235) (309)
R&D and Corporate tax credits received during the year (210) (376)
Total tax charged / (credit) for the year (210) (376)
With effect from 1 March 2023 the headline rate of UK tax rose to 25%, with a
small profits rate of 19% and marginal relief in between. As the company has
not yet reported a profit, the small profits rate has been applied for purpose
of the tax reconciliation. Accordingly, the Company's losses for this
accounting year are taxed at an effective rate of 19% (2023 - 19%).
As at 30 November 2024, the group had estimated tax losses of £5.3 (2023:
£3.9m) in respect of which a deferred tax asset of £1.3m (2023: £1m) has
not been recognised due to uncertainty over the availability and timing of
future taxable profits. The losses have no expiry date.
Earnings per share
Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
Loss for the year used for the calculation of basic EPS 1,238 1,687
Number of shares
Weighted average number of ordinary shares for the purpose of basic EPS 128,934,304 99,847,978
Effect of potentially dilutive ordinary shares - -
Weighted average number of ordinary shares for the purpose of diluted EPS 128,934,304 99,847,978
Loss per share
Basic (1.0p) (1.69p)
Diluted (1.0p) (1.69p)
Basic earnings per share is calculated by dividing the loss attributable to
owners of the Group by the weighted average number or ordinary shares in issue
during the year.
Goodwill
Group Goodwill
£'000
Net Book Value
At 1 December 2022 2,346
Additions -
At 30 November 2023 2,346
Additions -
At 30 November 2024 2,346
Goodwill represents the access to new distribution networks arising from the
group's acquisition of Zenova Distribution Limited. Goodwill is allocated to a
single cash generating unite which is the entire Zenova group. The directors
performed an impairment test by reference to value in use, using a discounted
cash flow model. In performing this assessment, the directors have made
certain assumptions about the ability of the group to win new orders and grow
its distribution channels. The impairment test assumes a strong growth in
revenues and profits in excess of growth achieved during the year. Based on
the signing of new distribution agreements, the award of additional
certifications and the signing of new orders, as well as review of the group's
sales pipeline and marketing strategy, the Board are satisfied that the
assumptions used are reasonable and achievable. The Board have also had regard
to the size of the global market for its products and the nature of the
group's competitive advantages. The Board's forecasts cover a period of 5
years and apply a discount rate of 14% which is derived discount rates applied
by companies with similar risk profiles. The Board are conscious that if sales
do not grow as anticipated, future goodwill impairment might result in
impairments being recorded. The impairment test resulted in significant
headroom above the carrying value of the assets tested.
Property Plant and Equipment
Group Office Equipment Total Property, Plant and Equipment
£'000 £'000
Cost
At 1 December 2022 13 13
Additions 1 1
At 30 November 2023 14 14
Additions - -
At 30 November 2024 14 14
Depreciation
At 1 December 2022 4 4
Charge for the year 4 4
At 30 November 2023 8 8
Charge for the year 6 6
At 30 November 2024 14 14
Net book value
At 1 December 2022 9 9
At 30 November 2023 6 6
At 30 November 2024 - -
Right of use asset
Group As at 30 November 2024 As at 30 November 2023
£'000 £'000
Cost 157 157
Depreciation
Opening balance 68 38
Charge for the year - 30
Write off 89 -
Closing balance 157 68
Net book value - 89
Inventory
Group As at 30 November 2024 As at 30 November 2023
£'000 £'000
Inventory 131 155
The cost of inventories recognised as expense in the year was £190k (2023: £216k).
Trade and other receivables
Group As at 30 November 2024 As at 30 November 2023
£'000 £'000
Current assets
Trade receivable 134 165
Less: provision for credit loss on receivables (Note 18) 80 99
Trade receivables (net) 54 66
Other receivables 82 97
Total current receivables 136 153
Company As at 30 November As at 30 November 2023
2024 £'000
£'000
Current assets
Amounts due from group companies (Note 21) 3,591 2,817
Other 16 21
3,607 2,838
Information about the impairment of trade receivables and the Group's exposure
to credit risk, foreign currency risk and liquidity risk can be found in Note
18.
Trade receivables are disclosed net of a provision for bad and doubtful
debts. The provision for bad and doubtful debts is based on specific risk
assessment and reference to past default experience. Further details are
included in Note 18.
The Board have assessed the recoverability of the Company's investment in
subsidiaries as well as loans receivable. As the same projected cash flows are
used to perform the group goodwill impairment test, the Board consider that
the disclosure in Note 9 applies similarly to their assessment of impairment
on intercompany net investments.
Trade and other payables
Group As at 30 November 2024 As at 30 November 2023
£'000 £'000
Amounts falling due after one year
Bank Loan 17 28
17 28
Amounts falling due within one year
Trade Payables 419 379
Accruals 66 39
Other payables 649 250
1,134 668
Company As at 30 November 2024 As at 30 November 2023
£'000 £'000
Trade Payables 286 217
Accruals 67 39
Other Payable 426 134
779 390
All trade and other payables are GBP denominated. All foreign currency
denominated payables have been translated to GBP at the exchange rate
prevailing at 30 November 2024 and 2023.
The group holds a Bounce Bank Loan on which interest of 2.5% accrues and which
is repaid in monthly instalments over 72 months from receipt.
The directors consider that the carrying amount of trade and other payables
approximates their fair value.
Leases
Set out below are the carrying amount of the lease liabilities and the
movements in the period.
Group As at 30 November 2024 As at 30 November 2023
£'000 £'000
At start of the period 93 119
Write Off (93) -
Interest expense - 12
Rent payments made in year - (38)
At 30 November - 93
As at 30 November 2024 Carrying amount Contractual cash flows 6 months or less 6-12 months 1-2 years 2-5 years
£'000
£'000 £'000 £'000 £'000 £'000
Lease liability - - - - - -
As at 30 November 2023 Carrying amount Contractual cash flows 6 months or less 6-12 months 1-2 years 2-5 years
£'000
£'000 £'000 £'000 £'000 £'000
Lease liability 93 114 19 19 38 38
Share capital
Group and Company 2024 Number 2023 Number Share capital 2024 Share capital 2023 Share premium 2024 Share premium 2023
£'000 £'000 £'000 £'000
Issued called up and fully paid ordinary shares of £0.001 each
At 1 December 106,350,973 93,384,053 106 94 6,798 6,310
Issued in the year 33,875,000 12,966,920 34 12 644 488
At 30 November 140,225,973 106,350,973 140 106 7,442 6,798
Share based payment reserve
During the periods presented, the Group had in issue two classes of
share-based payments being warrants issued to investors on a one-for-one bases
as part of a subscription for shares in placings, and warrants issued to
advisors in exchange for services related to the Group's Initial Public
Offering ('IPO').
No share options or warrants have been issued to Directors or employees as
remuneration for their services as Directors or Employees.
All share payments in issue are therefore termed as 'warrants'.
Where warrants are issued to investors as part on an issue of shares, the
Board consider that no services are received in exchange and therefore such
warrants are outside the scope of IFRS 2. No fair value is assigned to these
warrants as they are considered as incidental to a purchase of a share.
Where warrants were issued to advisors at the time of the Group's IPO, the
fair value of those services was determined by reference to the Black-Scholes
model and the fair value was recorded in profit or loss over the vesting
period.
The fair value of share options and warrants are recognised in profit or loss
over the vesting period by reference to the expected number of instruments
expected to vest at the reporting date. All warrants in issue are
equity-settled at a fixed exercise price. All warrants have a fixed expiry
date.
Where warrants are exercised, lapse or expire, the Group's policy is to
transfer the fair value of those warrants from the share-based payment reserve
to accumulated losses.
Group and Company As at 30 November 2024 As at 30 November 2023
£'000 £'000
At 1 December 73 161
Transferred to retained earnings in respect of reversed warrants (16) -
Transferred to retained earnings in respect of exercised warrants - (88)
At 30 November 57 73
Group and Company As at 30 November 2024 As at 30 November
2023
Average exercise price £ Number of options Average exercise price £ Number of options
At 1 December 0.07 23,548,930 0.09 19,094,794
Issued - - 0.10 12,500,000
Exercised - - 0.001 (466,920)
Lapsed 0.19 1,710,525 0.19 (7,578,944)
At 30 November 0.06 21,838,405 0.07 23,548,930
Of the 21,838,405 outstanding warrants and options (2023: 23,548,930 options),
all were exercisable.
Zero share options were exercised in the period 2024 (2023 - 466,920).
1,710,525 options lapsed or were not exercised in the year 2024 (2023 -
7,578,944).
Share options and warrants outstanding at the end of the period have the
following expiry dates and exercise prices:
Warrant Holder Number of shares Exercise Price Date of issue Expiry date
Rockmasters Ltd 9,338,405 £0.001 18/09/2020 18/09/2027
Anthony Laughton 250,000 £0.10 14/06/2023 14/06/2026
Landquest Group International 375,000 £0.10 14/06/2023 14/06/2026
Gervaise Heddle 1,250,000 £0.10 14/06/2023 14/06/2026
Christopher Shrubb 625,000 £0.10 14/06/2023 14/06/2026
Christopher Wilson 250,000 £0.10 14/06/2023 14/06/2026
Ssas Johnson Fellowes 250,000 £0.10 14/06/2023 14/06/2026
Vanessa Bennett 125,000 £0.10 14/06/2023 14/06/2026
Matthew Pactat 250,000 £0.10 14/06/2023 14/06/2026
Timothy Pay 125,000 £0.10 14/06/2023 14/06/2026
Big Island Holdings Limited 1,250,000 £0.10 14/06/2023 14/06/2026
SI Capital 75,000 £0.10 14/06/2023 14/06/2026
Clive Roberts 375,000 £0.10 14/06/2023 14/06/2026
Adrian Hargrave 250,000 £0.10 14/06/2023 14/06/2026
GIS 550,000 £0.10 14/06/2023 14/06/2026
Andy Muir 2,500,000 £0.10 14/06/2023 14/06/2026
Hobart Capital Markets 250,000 £0.10 14/06/2023 14/06/2026
Subtotal 18,088,405
Deferred subscription agreement Number of shares Exercise Price Date of issue Expiry date
Amati Global Investors 3,750,000 £0.10 14/06/2023 14/06/2026
Subtotal 3,750,000
Grand total 21,828,405
No new warrants issued during the year 2024.
Capital and Financial risk management
Capital risk management
The group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
The capital structure of the Group consists of equity attributable to equity
holders comprising issued share capital, reserves and retained earnings as
disclosed in the Statement of Changes in Equity.
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.
Consistent with others in the industry, the Group monitors capital based on
the gearing ratio and net debt/cash. This ratio is calculated as total
borrowings divided by total capital. Net debt is calculated as total
borrowings less cash and cash equivalents. Total capital is calculated as
'equity' as shown in the consolidated statement of financial position plus
total borrowings.
The gearing ratios at 30 November 2024 and 30 November 2023 are as follows:
Group As at 30 November As at 30 November
2024 2023
£'000 £'000
Cash and cash equivalents 36 98
Net cash 36 98
Loan 17 28
Total equity 1,498 2,058
Total capital 1,498 2,058
Gearing ratio 0.0113 0.0136
Company As at 30 November As at 30 November
2024 2023
£'000 £'000
Cash and cash equivalents 8 45
Net cash 8 45
Total equity 5,182 5,271
Total capital 5,182 5,271
Gearing ratio - -
Financial risk management
The Group is exposed to several financial risks through its normal operations,
the most significant of which are credit, foreign exchange and liquidity
risks.
The Group's overall risk management programme focuses on the unpredictability
of financial markets and seeks to minimise the potential adverse effects on
the Group's financial performance. Risk management is carried out by the
board of directors. The Board has established polices and principles for
overall risk management covering specific areas such as foreign exchange risk,
credit risk and investment of excess liquidity.
Credit risk
Credit risk is managed on a group basis. The Group is responsible for
managing and analysing the credit risk for each of their new clients before
standard payment and delivery terms and conditions are offered. Credit risk
arises from cash and cash equivalents, and deposits with banks and financial
institutions, as well as credit exposures to wholesale and retail customers,
including outstanding receivables and committed transactions. For banks and
financial institutions, only independently rated parties with a minimum
rating of 'A' are accepted. If wholesale customers are independently rated,
these ratings are used. If there is no independent rating, risk control
assesses the credit quality of the customer, considering its financial
position, past experience and other factors. Sales to retail customers are
settled in cash. For payment terms that are not met the Board raises credit
loss provisions reflective of the assessed exposure to credit risk.
The carrying amount of financial assets represents the maximum exposure. The
maximum exposure to credit risk at the reporting date was £134k (2023 -
£142k). Financial assets are assessed for impairment annually and a
provision for bad debt of £80k has been recognised in 2024 (2023-£99k).
The Group has two types of financial assets that are subject to the expected
credit loss model:
· trade receivables for sales of inventory
· cash and cash equivalents
While cash and cash equivalents are subject to the impairment requirements of
IFRS 9, the identified impairment loss was immaterial.
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade
receivables.
Trade receivables are written off when there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery
include, amongst others, the failure of a debtor to engage in a repayment plan
with the group, and a failure to make contractual payments for a period of
greater than 120 days past due.
Impairment losses on trade receivables are presented as net impairment losses
within operating profit. Subsequent recoveries of amounts previously written
off are credited against the same line item.
The Group mitigates banking sector credit risk through the use of banks with
no lower than a single A rating.
No credit loss provision has been raised by the company in respect of its
loans to subsidiaries as a result of the assessment described in Note 9.
Intercompany loans are interest free and repayable on demand, but the parent
has undertaken not to recall such loans until the subsidiary is in a position
to repay without affecting the ability of the subsidiary to meet its projected
working capital requirements.
Expected Credit Losses As at 30 November 2024 As at 30 November 2023
£'000 £'000
At 1 December 99 -
Addition - 99
Reversal (19) -
At 30 November (Note 13) 80 99
Provision
As at 30 November 2024 Total Not yet past due Past Due 30-60 days Past Due 60-90 days Past due More than 90 days
£'000 £'000 £'000
£'000
£'000
Trade Receivables 134 34 - 40 60
Rate of ECL % - 10% 50% 100%
Provision 80 - - 20 60
As at 30 November 2023 Total Not yet past due Past Due 30-60 days Past Due 60-90 days Past due More than 90 days
£'000 £'000 £'000
£'000
£'000
Trade Receivables 142 32 10 20 80
Rate of ECL % - 10% 50% 100%
Provision 99 - 1 10 80
Foreign exchange risk
The Group operates primarily in the United Kingdom and is only exposed to very
limited amounts of foreign exchange risk arising from various currency
exposures.
There is no cash denominated in non-GBP currency as at 30 November 2024 or
2023.
Liquidity risk
Cash flow forecasting is performed in the operating entities of the group and
aggregated by group finance. Group finance monitors rolling forecasts of the
Group's liquidity requirements to ensure it has sufficient cash to meet
operational needs.
Surplus cash held by the operating entities over and above the balance
required for working capital management is transferred to the group treasury.
The table below analyses the Group's non-derivative financial liabilities
into relevant maturity groupings based on the remaining period at the balance
sheet date to the contractual maturity date.
The following are the contractual maturities of financial liabilities for the
Group as at 30 November 2024 and 30 November 2023 based upon contractual cash
flows:
As at 30 November 2024 Carrying amount Contractual cash flows 6 months or less 6-12 months 1-2 years 2-5 years
£'000
£'000 £'000 £'000 £'000
£'000
Trade and other payables 1,151 1,151 1,134 - 17 -
1,151 1,151 1,134 - 17 -
As at 30 November 2023 Carrying amount Contractual cash flows 6 months or less 6-12 months 1-2 years 2-5 years
£'000
£'000 £'000 £'000 £'000 £'000
Trade and other payables 696 696 668 - 28 -
696 696 668 - 28 -
Ultimate responsibility for liquidity risk management rests with the board of
directors, which has established an appropriate liquidity risk management
framework for the management of the Group's short-, medium-, long-term funding
and liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves, banking facilities and reserve borrowing
facilities, by continuously monitoring forecast and actual cashflows, and by
matching the maturity profiles of financial assets and liabilities.
Fair Values
The directors have reviewed the financial statements and have concluded that,
there are no significant differences between the book values and the fair
values of the financial assets and financial liabilities of the Group and
Company as at 30 November 2024 and 30 November 2023.
Interests in other undertakings
Ownership Date incorporated Registered office Place of incorporation Principal Activity
Zenova Limited 100% 20 Jan 2020 101 Kings Road, Brentwood, England, CM14 4DR England and Wales Operating Company
Zenova Distribution Limited 100% 16 Sep 2020 101 Kings Road, Brentwood, England, CM14 4DR England and Wales Distribution Company
Investments
Company As at 30 November 2024 As at 30 November 2023
£'000 £'000
Shares in subsidiary undertakings 2,346 2,776
2,346 2,776
Related party transactions
The executive directors are also considered key management as defined by IAS
24 'Related Party Disclosures'. The remuneration of key management is
considered in Note 6.
The Company financial statements of Zenova Group Plc include amounts
receivable from its subsidiary undertakings Zenova Limited and Zenova
Distribution Limited of £3,601k (2023 - £2,892k) and amounts payable of
£10k (2023 - £75k). Amounts provided to Zenova Limited and to Zenova
Distribution Limited relate to the provision of funding for operations and
capital expenditure. All intercompany loans are interest free, unsecured and
repayable on demand.
Contingent liabilities
At the year end, the company is the party to two active legal claims. In
respect of both matters, the Board considers that the timing and amount of any
outflow is uncertain and so represents a contingent liability at the year end.
Controlling parties
In the opinion of the Directors, there is no single ultimate controlling party.
Post Balance Sheet Events
Placing to raise £250,000 (February 2025)
The company raised £250,000 via a placing of 100,000,000 new ordinary shares
at a price of 0.25 pence per share. The Fundraise was undertaken with existing
shareholders and new institutions and several new high net worth investors.
As part of the Placing, warrants have been issued on a 1-for-1 basis, allowing
new investors to subscribe for additional shares at 0.5 pence per new ordinary
share, with an exercise period of 18 months from the date of admission.
Dr. Etrur Albani, Non-Executive Director of the Company, has agreed to
participate in the Placing for 4,000,000 Placing.
Albanian Factory Joint Venture (April & May 2025)
Zenova and AED form Joint Venture to establish manufacturing facility in
Albania amid growing regional demand. JV expected to generate over €2m over
the first full year of operations from May 2025.
Zenova's new factory facility in Albania now fully operational and ahead of
schedule.
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