REG - Tan Delta Systems - Full year results for 12 months ended 31 Dec 2023
30/04/2024 07:00
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RNS Number : 4888M Tan Delta Systems PLC 30 April 2024
Tan Delta Systems PLC
("Tan Delta" or the "Company")
Full year results for the twelve months ended 31 December 2023
Tan Delta an industrial technology company providing analytics-based equipment
monitoring and intelligent maintenance systems today announces its audited
results for the twelve months ended 31 December 2023.
FINANCIAL HIGHLIGHTS
· Successful IPO and Admission to AIM on 18 August 2023, raising
gross proceeds of approximately £6.0 million
· Revenue of £1.46 million
· Gross profit margin of 60%
· Adjusted Loss before tax of £0.37 million
· Adjusting costs of £0.74 million relating to IPO (2022 -
£nil) comprising IPO costs of £0.66m and £0.08 million share-based payment
charges, fully charged to P&L
· Cash and cash equivalents of £4.56 million
OPERATIONAL HIGHLIGHTS
· Expanded sales team and activities in the period
· New sales prospect pipeline of £4m, post period end
· Good progress with several trials with very significant new OEM
prospects in the period
· Expanded production capacity in the period
· Appointment of Joy Alvarez as an independent Non-Executive
Director, post period end
SIMON TUCKER, CHAIRMAIN OF TAN DELTA, COMMENTED:
"Whilst revenues were lower than prior year, I am pleased with operational
progress achieved following our successful IPO in August 2023, both during the
rest of 2023 but also continuing into the current year. We have maintained a
lean overhead structure, which is reflected in our relatively small loss for
the period and stronger than expected year end cash position. Notably we have
made material progress growing our new sales prospects pipeline to
approximately £4.0 million, which we expect to start converting into sales
during the second half of the current year. Additionally, we have several very
substantial strategic customers where ongoing trials are expected to finalise
in 2024 and result in long term supply contracts and commencement of revenues.
Looking forward we see an increasing array of opportunities where the data our
sensor can generate could be of significant value to equipment operators.
Therefore, Tan Delta is strategically well positioned within the rapidly
developing global commercial and industrial equipment health and efficiency
monitoring and management market; our proposition is gaining traction and we
are increasingly confident about our future prospects."
For enquiries, please contact:
Tan Delta Systems PLC +44 845 094 8710
Chris Greenwood, Chief Executive Officer
Steve Johnson, Chief Financial Officer
Zeus Capital Limited (NOMAD and Broker) +44 203 829 5000
David Foreman, James Hornigold and Ed Beddows
ABOUT TAN DELTA SYSTEMS
Tan Delta Systems plc provides intelligent equipment monitoring systems that
enable operators of all types of commercial and industrial equipment that rely
on lubrication oil to operate more efficiently, cost effectively and with a
reduced carbon footprint.
Our solutions are powered by our proprietary real time oil analysis and
analytics sensors which are able to analyse oil at a molecular level and
provide data and insight that informs the operator about the operating and
maintenance health of the host equipment. This information enables equipment
to be maintained when needed instead of on fixed time-based rotas. This helps
to maximise intervals between maintenance, thus optimising maintenance costs,
helps to identify unexpected and unseen issues before they cause costly damage
or breakdown, and prevents wasting oil with unnecessary changes.
Our customers range across all market application segments from marine and
mining to power generation and manufacturing. Customers vary from a single
farm using a bio-gas powered generator to generate heat and power, to
multi-national mining or oil and gas companies with fleets of assets, each of
which can contain multiple engines and gear boxes.
CHIEF EXECUTIVE'S STATEMENT
Introduction
I am delighted to report the inaugural results for Tan Delta. Following the
Company's successful IPO and admission to AIM in August 2023 we have made
significant progress in several key areas of the business; our sales pipeline
has grown, our production capacity has doubled and numerous projects have been
furthered along their journey to full commercial roll out. Although revenue
during the year ended 31 December 2023 was below our original expectations we
do not believe this to be indicative of the future commercial prospects of the
Company.
I think at this stage it is important to remind shareholders and prospective
investors of the proposition of Tan Delta. Our ambition is to deliver value to
our customers by enabling them to reduce oil consumption, maintenance costs,
breakdowns and carbon footprint. We do this by utilising our own innovative
technologies providing customers with actionable insights.
Financial Summary
Revenues for the year ended 31 December 2023 were marginally lower than the
prior year at £1.46 million (2022: £1.58 million). This was mainly due to us
overestimating the sales acceleration we would achieve during the last 4
months of the year, and thus shift revenues into the new financial year.
Gross profit margin of 60% was achieved (2022: 62%), which is in line with our
expectations with the variance down to the specific mix of products sold. We
anticipate being able to sustain this level of margin despite the inflationary
pressures in the wider economic environment. Our product delivers excellent
value and payback to our customers which in turn means that we believe our
product can sustain price increases in line with inflation.
Overheads were lower than expected as we grew our team in a revised lean
structure that enables us to achieve our operational targets more efficiently.
Resulting in an adjusted loss before tax of £0.37 million (2022: profit of
£0.28million) before one-off IPO costs of £0.74 million. The swing in profit
in FY22 to loss in FY23 was driven predominantly by our investment in the
business; increased marketing activities, increased staffing, increased
governance costs and increased travel.
At the end of the year, cash and cash equivalents stood at £4.56 million
(compared to £0.19 million in 2022), reflecting the capital injection from
our IPO. The Company is now debt-free after repaying all outstanding loans in
FY 2023. Inventory levels have increased during the year as we produced to
meet the forecasted rise in sales. This increase in inventory provides the
ability to deliver against increased customer demand alongside scaling
manufacturing volumes to align not only with our revenue goals, but in our
confidence of conversion of our rapidly growing project pipeline.
Operations Summary
Operationally our focus for the year was to grow our production and sales
capacity. We have doubled our current production capacity through the purchase
of some additional equipment and are now in progress to move production to a
larger production facility where production capacity can be exponentially
scaled as required. Alongside this we have expanded our production, product
management and customer support departments who provide intensive deployment
support to customers. Furthermore, we have embarked upon several projects
looking at how we can further leverage our core real-time analysis sensing
technologies. Post period end we have employed a new business development
director in the Middle East, who will focus on the Middle East and Africa,
further bolstered our core development team and appointed Joy Alvarez as our
third NED bringing a wealth of industry experience, knowledge and independence
to the board. We are also in the process of recruiting a Chief Operating
Officer.
Sales and Marketing
Our marketing activity has significantly increased with a series of targeted
campaigns aimed primarily at the Biogas sector, to augment this activity we
also joined two relevant industry associations the Anaerobic Digestion and
Bioresources Association (ADBA) and the World Biogas Association (WBA) which
in turn enabled us to present our solution portfolio at the ADBA annual
conference in London. In parallel to this activity we published a
comprehensive customer endorsed case study. Post period end, we have attended
numerous industry conferences and exhibitions in the UK, Europe and the USA,
including the Lamma show (Agricultural), AEMP conference (Fleet Maintenance),
and the Miami International Boat Show (Marine). I am extremely pleased with
our increased social media exposure, where we are now posting regular content
on LinkedIn and continue to experience healthy organic growth.
As noted above, recognised sales for the period were lower than expected due
to slower conversion of a number of trials. However, our increased sales and
marketing activities have resulted in our sales prospect pipeline growing from
£2.5 million at the end of 2023 to £4.0 million at the time of writing, and
we expect this to continue to grow as our activities continue to accelerate
and knowledge and trust in our systems within the market spreads. It is worth
noting that our growing pipeline is made up of a very diverse set of
opportunities across a wide variety of markets and applications. Included in
this we have several significant prospective customers where we have ongoing
trials, which if successful could lead to very significant and sustained
sales. These vary from a large ship engine manufacturer with an installed base
of approximately 15,000 engines with each engine requiring up to 10 sensors,
to a global oil and gas major seeking to optimize the operation of their own
equipment as well as helping their own customers better use their range of
lubricants. Post period end, key projects which had originally been forecast
for revenue in H2 2023, are now becoming live and we will commence initial
delivery during Q2 2024.
Products
Regarding product developments, following the successful upgrades to our MOT
and Sense-2 products, we have developed a series of simple tools to aid
installation, speed up commissioning and improve fault finding; these have all
been very well received by our customers. We have continued with our internal
production optimisation project which has allowed us to streamline our
production processes, and as this project continues in 2024, it will deliver a
reduction in our manufacturing costs. Post period end, we have also delivered
an Amazon Web Service which enables our customers to undertake sensor
configuration remotely. This exciting development further opens up our
potential to introduce a recurring revenue model. Finally, we continue to work
with one of our existing customers to scope the development for a new sensor
(incorporating our core technology) targeting a completely different family of
fluids.
Market and Outlook
The market for equipment monitoring continues to develop as it is critical for
the efficient and effective operation of equipment. Equipment operators want
to have reliable, simple to use solutions that enable them to easily optimise
costs. Growing investment on analytics and AI means that we are seeing
increasing attention on the requirement for and importance of high-quality
data that can provide trusted insight. We believe that this trend plays to the
strengths of Tan Delta given the core of our offer is our oil analysis sensor
technology which produces very high-quality data from real time molecular
analysis of oil. We are therefore increasingly cognisant of the value of the
data our sensors produce and believe that this will open new and interesting
opportunities for us in the coming years.
Summary
In final summary, I would like to express my sincere thanks to all of our
stakeholders especially our staff, our shareholders, our customers and key
suppliers. Their sterling efforts and support have put the business in an
exciting position as we embark upon our next phase of accelerated growth and
commercial success.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED
31 DECEMBER 2023
Note (Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
£ £
Revenue 3 1,457,344 1,575,981
Cost of sales (588,034) (605,347)
Gross profit 869,310 970,634
Other operating income - -
Distribution costs - -
Administrative expenses (2,006,329) (686,484)
(Loss) / profit from operations
- Adjusting items (included in administrative expenses) 5 (735,884) -
- (Loss) / profit from operations excluding adjusting items (401,135) 284,150
Total (Loss) / Profit from operations (1,137,019) 284,150
Interest expense 6 (6,414) (5,733)
Interest Income 7 36,115 11
(Loss) / Profit before tax
- Adjusting items (included in administrative expenses) 5 (735,884) -
-(Loss) / Profit before tax excluding adjusting items (371,434) 278,428
Total (Loss) /Profit before tax (1,107,318) 278,428
Taxation 8 7,215 4,033
(Loss) / Profit for the period attributable to equity holders of the Company (1,100,103) 282,461
Other comprehensive income
Total other comprehensive income - -
Total comprehensive (loss) / profit for the period attributable to equity (1,100,103) 282,461
holders of the Company
Basic and diluted earnings per share (£) 9 (0.02) 0.00
All amounts are derived from continuing operations. The Notes to the Financial
Statements form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2023
(Audited) (Unaudited)
As at As at
Note 31-Dec-23 31-Dec-22
£ £
Non-current assets
Intangible assets 143,836 121,274
Right of use asset 93,690 120,459
Property, plant and equipment 55,680 64,000
293,206 305,733
Current assets
Inventories 365,326 240,130
Trade and other receivables 10 274,643 319,175
Cash and cash equivalents 11 4,555,003 186,341
5,194,972 745,646
Total assets 5,488,178 1,051,379
Current liabilities
Trade and other payables 12 465,832 367,178
Short term borrowings 13 - 23,750
Short term lease liability 13 27,388 26,580
493,220 417,508
Non-current liabilities
Long term borrowings 13 37,606
Long term lease liability 13 72,169 99,557
72,169 137,163
Total liabilities 565,389 554,671
Net assets 4,922,789 496,708
Equity attributable to equity holders of the Company
Ordinary share capital 14 73,224 452
Share premium account 15 5,503,111 1,564,692
Retained earnings (653,546) (1,068,436)
Total equity 4,922,789 496,708
All amounts are derived from continuing operations. The Notes to the Financial
Statements form an integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023
Share Share Other Retained Total
capital premium reserves earnings/losses equity
account
£ £ £ £ £
Balance at 1 January 2022 452 1,564,692 - (1,346,191) 218,953
Ordinary share capital - - - - -
Comprehensive income:
Prior years IFRS Adjustments - - - (4,706) (4,706)
FY 22 IFRS Adjustments - - - 120,302 120,302
Profit for the year - - - 162,159 162,159
Balance at 31 December 2022 452 1,564,692 - (1,068,436) 496,708
Balance at 1 January 2023 452 1,564,692 - (1,068,436) 496,708
Share issue on IPO 23,074 5,426,203 - - 5,449,277
Bonus issue of shares 49,698 (49,698) - - -
Cancellation of share premium - (1,514,993) 1,514,993 -
-
Share option costs - - 76,907 - 76,907
Comprehensive income:
Loss for the year - - - (1,100,103) (1,100,103)
Balance at 31 December 2023 73,224 5,426,204 76,907 (653,546) 4,922,789
All amounts are derived from continuing operations. The Notes to the Financial
Statements form an integral part of these financial statements.
The costs associated with the IPO, amounted to £658,977, which was recognised
as adjusting expense in the income statement in 2023. Included in £658,977
IPO expenses, is £150,000 paid to the auditors for IPO services provided. All
amounts are derived from continuing operations. The Notes to the Financial
Statements form an integral part of these financial statements.
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2023
(Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
£ £
Cash flows from operating activities
(Loss) / Profit before Tax (1,107,318) 278,428
Adjustments for non-cash/non-operating items:
Depreciation 24,219 11,297
Amortisation of intangible assets 20,274
-
Amortisation of right of use assets 26,769 26,768
Taxation charge 7,215 4,033
Tax received
- 17,756
Share Options Costs 76,905
-
Loss on disposal of plant and equipment 5,854 3,111
Interest income (36,115) (11)
Interest expense 6,414 5,733
Operating cash flows before movements in working capital (975,783) 347,115
Increase in inventories (125,195) (186,718)
Decrease / (increase) in trade and other receivables 44,532 (48,808)
Increase in trade and other payables 98,654 97,782
Net cash (used in) generated from operating activities (957,792) 209,371
Cash flows from investing activities
Investments in Property & Equipment (21,756) (38,830)
Investments in Intangible assets (42,836) (121,274)
Proceeds from investments in Bank 36,115 11
Net cash used in investing activities (28,477) (160,093)
Cash flows from financing activities
Repayment of loan (64,347) (25,280)
Repayment of lease (30,000) (30,000)
Issuance of equity 5,449,278 -
Net cash from (used in) financing activities 5,354,931 (55,280)
Net increase / (decrease) in cash and cash equivalents 4,368,662 (6,002)
Cash and cash equivalents at the beginning of the year 186,341 192,343
Cash and cash equivalents at the end of the year 15 4,555,003 186,341
All amounts are derived from continuing operations. The Notes to the Financial
Statements form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
1. General information and basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards and Interpretations (collectively IFRSs) issued
by the International Accounting Standards Board (IASB) as adopted by the UK
adopted international accounting standards ('adopted IFRSs') and those parts
of the Companies Act 2006 that are applicable to companies that prepare
financial statements in accordance with IFRS. The principal accounting
policies adopted in the preparation of these financial statements are set out
below and are consistent in all material respects with those applied in the
previous year. The financial statements have been prepared on a going concern
basis and under the historical cost convention, as modified for the
revaluation of certain financial assets and financial liabilities at fair
value.
The preparation of financial statements in compliance with adopted IFRS
requires the use of certain critical accounting estimates. It also requires
management to exercise judgement in applying the Company's accounting
policies. The areas where significant judgements and estimates have been made
in preparing the financial statements and their effect are disclosed in the
notes.
The financial statements are presented in Sterling, which is also the
Company's functional currency. The amounts presented in the financial
statements are rounded off to the nearest whole number. The financial
statements were approved and authorised for issue by the Board on 23 April
2024.
Going Concern
In evaluating the feasibility of preparing the financial statements of the
Company on a going concern basis, the Directors thoroughly examined the
Company's business operations alongside factors anticipated to impact its
future growth, performance, and standing. This assessment encompassed
scrutinising the Company's financial standing and cash flows.
Several pessimistic scenarios were simulated and analysed to establish a
spectrum of potential outcomes, with the underlying assumptions rigorously
scrutinised. The modelled cash flow forecast based on these scenarios,
illustrated that the Company would be capable of meeting its financial
obligations for 2025 financial year.
Consequently, the Directors are confident that preparing the financial
statements on a going concern basis is appropriate.
2. Accounting policies
The financial information has been prepared consistently in accordance with
the UK adopted International Accounting Standards.
3. Revenue from contract customers
Geographical reporting (Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
£ £
United Kingdom 688,545 956,571
Europe 314,597 270,079
Rest of the World 454,202 349,331
1,457,344 1,575,981
One customer contributed 41% to revenue in 2023 (2022: 51%).
Segmental reporting
The Chief Operating Decision Maker ("CODM") has been identified as the
Directors. The CODM reviews the Company's internal reporting in order to
assess performance and allocate resources. The CODM has determined that there
is one single operating segment, the manufacture and sale of oil sensors.
Information concerning geographical revenue is disclosed in note 3.
4. Use Of Non-GAAP Financial Performance Measures
This Annual Report and Financial Statements include disclosures and analyses
that feature metrics not defined by generally accepted accounting principles
('GAAP') under UK-adopted IFRS. We consider this information, alongside
comparable GAAP measures, beneficial to investors. Management utilises these
financial metrics, in conjunction with the most directly comparable GAAP
measures, to assess our operational performance. It's important not to view
non-GAAP measures independently or as replacements for financial data
presented in accordance with GAAP.
In the following table we provide a reconciliation of non-GAAP measures:
Adjusted operating profit or loss before tax 12 months (Unaudited)
12 months ended
ended
31-Dec-22
31-Dec-23
£
£
Reported (Loss) / Profit from operations (1,137,019) 284,150
Adjusting items:
IPO costs 658,979 -
Share Option Costs 76,905 -
Adjusted operating profit or (loss) (401,135) 284,150
Adjusted profit or loss before tax
Reported (Loss) / Profit (1,107,318) 278,428
Adjusting items:
IPO costs 658,979 -
Share Option Costs 76,905 -
Adjusted (loss) or profit (371,434) 278,428
5. Adjusting items
(Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
£ £
IPO costs 658,979 -
Share Option Costs 76,905 -
735,884 -
On Admission to AIM on 18 August 2023, the Company issued 23,074,000 new
Ordinary Shares, taking the number of Ordinary Shares in issue to
73,223,800. Total proceeds amounted to circa £6,000,000. The costs
associated with the IPO, amounted to £658,977, which was recognised as
adjusting expenses in the income statement in 2023. Included in £658,977 IPO
expenses, is £150,000 paid to the auditors for IPO services provided.
6. Interest expense
(Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
£ £
Interest on bank loans 2,993 1,528
Interest on finance leases 3,421 4,205
6,414 5,733
7. Interest income
(Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
£ £
Interest Income 36,115 11
8. Taxation
(Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
Normal taxation: £ £
- current year charge 7,215 4,033
- prior year charge - -
Charge to the statement of comprehensive income 7,215 4,033
The total charge for the year can be reconciled to the accounting profit as
follows:
Loss / Profit before taxation (1,107,318) 278,428
Tax calculated at tax rate of 23.52% (2022: 19%) 260,447 (52,901)
Non-deductible expenses & Allowances
IPO Costs (154,995) -
Share option costs (18,088) -
Professional fees (28) -
IFRS Adoption :IFRS 16 (56,856) -
IFRS Adoption :IAS38 - 22,858
Fixed asset differences (1,891) 1,652
R&D expenditure 7,619 29,087
Trading losses (21,227) (52,810)
Employer pension (370) -
Surrender of tax losses for R&D tax credit refund (8,783) (1,251)
Tax rate change 1,389 57,398
7,215 4,033
In 2023 Tan Delta used 23.52% (2022:19%) as the corporate effective tax rate.
The Company was not liable for corporation tax during the past two years due
to taxable losses being sustained in each of the years reported. A deferred
tax asset has not been recognised in respect of such losses due to uncertainty
of future profit streams. The Company will recognise a deferred tax asset
when there is clear visibility of profits. Accumulated tax losses carried
forward were £1.1m (31 Dec 2022 unaudited: £1.0m).
9. Earnings per share are as follows:
(Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
£ per share £ per share
Basic and diluted earnings per share (0.02) 0.00
The calculations of basic and diluted earnings per share are based upon:
(Loss) / Profit for the period attributable to the owners (1,107,318) 282,461
Number Number
Weighted average number of ordinary shares 58,802,550 50,149,800
The calculation of basic earnings per share is based on the results
attributable to ordinary shareholders divided by the number of ordinary shares
outstanding as if the bonus issue and share split had occurred at the
beginning of the earliest period presented. The earnings per share
calculations for the period and prior period presented are based on the new
number of shares.
The number of shares in issue at the end of the period is used as the
denominator in calculating basic earnings per share. As the Company is loss
making the effect of instruments that convert into ordinary shares is
considered anti-dilutive, hence there is no difference between the diluted and
non-diluted loss per share.
During the period ended 31 December 2023, the Company completed a 110 for 1
bonus share issue and a subdivision of shares. The Company also issued
23,074,000 as part of the IPO process on 18 August 2023. Prior to the bonus
issue there were 451,800 shares at £0.001, after the bonus issue and shares
issued at IPO there are 73,223,800 shares at £0.001.
10. Trade and other receivables
(Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
£ £
Amounts falling due within one year:
Trade receivables 144,381 277,067
Other receivables 87,006 19,452
Tax recoverable 7,215 4,033
Prepayments 36,041 18,650
274,643 319,175
11. Cash and cash equivalents
(Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
£ £
4,555,003 186,341
Cash and cash equivalents are held either in instance access accounts or in
accounts where funds can be accessed when giving the bank thirty-two days'
notice.
12. Trade and other payables
(Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
£ £
Trade payables 305,150 283,695
Other payables 21,099 15,118
Other Taxation and social security 24,740 11,559
Accruals 90,905 14,147
Deferred Income 23,938 42,659
465,832 367,178
13. Borrowings and lease liabilities
(Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
£ £
Current:
Bank loans - 23,750
Lease liability 27,388 26,580
27,388 50,330
Non-current:
Bank loans - 37,606
Lease liability 72,169 99,557
72,169 137,163
Banks loans comprise of Coronavirus Bounce Back Loan Scheme loan at an
interest rate of 3% per annum. The loan was taken out in August 2021 and
repaid in August 2023.
14. Share Capital
(Audited) (Unaudited)
12 months ended 12 months ended
31-Dec-23 31-Dec-22
£ £
Allotted, called up and fully paid
Opening share capital 452 452
Bonus Issue 49,698 -
Ordinary shares of 23,074,000 @ £0.001 each 23,074 -
73,224 452
Called up share capital represents the nominal value of shares that have been
issued. All classes of shares have full voting, dividends, and capital
distribution rights.
On 1 June 2023, the ordinary shares were subdivided from £0.01 to £0.001
(45,180 shares to 451,800 shares). Subsequently a bonus issue was made for all
the shareholders holding 451,800 shares at that date. The bonus issue
offered 110 ordinary shares for every 1 ordinary share in issue, with a
nominal value of £0.001 per share. This increased the number of ordinary
shares in issue by 49,698,000 to 50,149,800.
On the 18 August 2023 The Company issued 23,074,000 at £0.001 per share
increasing the total number of shares in issue to 73,223,800.
15. Share Premium
In anticipation of re-registering the Company as a public limited
Company, at a general meeting of the Company on 1 June 2023, it was resolved
that the Company would reduce its share premium account by £1.52m by
crediting the Profit and Loss Account.
16. Share based payments
When the Company listed on Aim in Augst 2023 it instituted an EMI share
options scheme. The Company granted 1,253,745 share options in line with the
disclosures made in the companies Admission document. The options have an
exercise price of 26p. These options are granted in five equal tranches, and
will vest over five years. The fair value of each option granted was estimated
on the grant date using the Black Scholes option pricing model with the
following assumptions:
Tranche 1 2 3 4 5
1. Stock Price 0.26 0.26 0.26 0.26 0.26
2. Exercise Price 0.26 0.26 0.26 0.26 0.26
3. Expected Term (years) 5.5 6 6.5 7 7.5
4. Volatility (annualised %) 45% 45% 43% 44% 44%
5. Dividend Yield * - - - - -
6. Risk-Free Interest Rate * 4.70% 4.70% 4.70% 4.70% 4.70%
Fair Value 0.12 0.12 0.13 0.13 0.14
Number of shares granted as at 1 January 2023 Number of shares granted in the year Awards lapsed or surrendered in the year Awards exercised in the year Number of awards over shares at 31 December 2023 Expiry date
2023
Executive directors
Chris Greenwood 0 1,002,996 0 0 1,002,996 31/12/2028
Steve Johnson 0 250,749 0 0 250,749 31/12/2028
0 1,253,745 0 0 1,253,745
Share-based payment reserve
This represents the cumulative fair value of share options charged to the
statement of comprehensive income net of the transfers to the profit and loss
reserve on exercised and cancelled/lapsed options.
17. Events after reporting date
No adjusting or significant non-adjusting events have occurred between
reporting date and the date of authorisation. A new non - executive director
was appointed in April 2024.
18. Full financial statements
The auditors have issued an unqualified opinion on the full financial
statements for the year ended 31 December 2023 which will be made available
for shareholders and delivered to the Registrar of Companies in due course.
Further copies of these results, and the full financial statements when
published, will be available on Tan Delta Systems plc website
www.tandeltasystems.com
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