TIDMWPHO

RNS Number : 4731C

Windar Photonics PLC

13 June 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Windar Photonics plc

("Windar" or the "Company")

Final Results and Notice of AGM

Windar Photonics plc (AIM:WPHO), the technology group that has developed a cost efficient and innovative LiDAR wind sensor for use on electricity generating wind turbines, is pleased to announce its final audited results for the year ended 31 December 2022 ("FY22").

Notice of Annual General Meeting

The Company is pleased to confirm that its Annual General Meetings ("AGM") will be held at the offices of WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR at 1.00 p.m. on 11 July 2023.

The Company will include all valid proxy votes (whether submitted electronically or in hard copy form) in its polls at the AGM and the Chair of the meeting will call for a poll on each resolution. The Company accordingly requests that shareholders submit their proxy votes in respect of the resolutions as set out in the Notice of the AGM, electronically or by post in advance, in accordance with the instructions set out in the Notice of the AGM.

Shareholders should submit their votes via proxy as early as possible, and shareholders are requested to appoint the Chairman of the meeting as their proxy. If a shareholder appoints someone else as their proxy, that proxy will not be able to attend the AGM in person or cast the shareholder's vote.

Copies of the Annual Report and Accounts for the year ended 31 December 2022 and the Notice of the Annual General Meeting are available from the Company's website - www.windarphotonics.com

Copies of the Annual Report and Accounts for FY22 and the Notice of the Annual General Meeting will be posted to

shareholders today and will be available from the Company's website -   www.windarphotonics.com 

For further information, please contact:

Windar Photonics plc Jørgen Korsgaard Jensen, CEO +45 2423 4930

   WH Ireland Limited                         Chris Fielding, James Bavister (Corporate Finance) 

+44 20 7220 1666

The person responsible for arranging the release of this announcement on behalf of the Company is Jørgen Korsgaard Jensen, Chief Executive Officer of the Company.

About Windar:

Windar Photonics is a technology group that develops cost-efficient and innovative Light Detection and Ranging ("LiDAR") optimization systems for use on electricity generating wind turbines. LiDAR wind sensors in general are designed to remotely measure wind speed and direction.

http://investor.windarphotonics.com

CHAIRMAN'S STATEMENT

Despite a very positive underlying business development in respect of the Group's general product offerings, the year 2022 turned out to be a very challenging year once again, heavily impacted by the general COVID-19 pandemic. During parts of the first half of 2022, the Group's Shanghai based subsidiary handling substantial parts of sourcing and logistic tasks within the Group, was effectively locked down. This consequently had a severely negative impact on production and deliveries from our assembly facility in Denmark in 2022.

Despite being constrained by additional COVID-19 related impacts, in relation to specific electronic component shortages in the market, the Group achieved full year revenue of EUR1.9 million, an increase of 236% compared to 2021 (EUR0.6 million). Most of this revenue was earned in the second half. Furthermore, despite the general challenges and continued component shortages continuing during the second half of 2022, the Group moved towards an EBITDA breakeven level in the second half of 2022 (loss of EUR0.04 million), based on recognized revenues of EUR1.5 million in the period.

Gross Profit for the year amounted to EUR0.9 million, an increase of 112% compared to 2021 (EUR0.4 million), corresponding to a Gross Margin in 2022 of 51% compared to 81% in 2021. The 2022 Gross Margin was restored to historical levels, whereas the Gross Margin in 2021 was impacted by exceptional items. The underlying Gross Margin in 2022 was achieved despite the Group experiencing substantial cost increases, related to logistical and component costs. The change in the product mix compensated for these cost increases. Overall Costs of Goods Sold (COGS) for 2022 increased by approximately 5%, compared to COGS in 2021.This meant that the substantial cost savings, related to the introduction of our One Unite platform in 2021, were eliminated in 2022.

Despite the overall challenges in 2022, the year has also shown some very encouraging developments in relation to the fundamentals of the product offerings of the Group. The combined WindEye(TM) and WindTimizer products provide a unique "Plug and Play" turbine integration solution, focused on increasing electricity generation from existing installed wind turbines. These have become even more valuable, due to the generally increased price levels of energy during the year, and further by the increased focus on the need to move towards more renewable energy sources in general. Due to these developments, the Group's order backlog increased by the end of year to EUR4.3 million (2021: EUR2.6 million). The product mix continues to be favourable compared to the order backlog entering 2022.

Overall EBITDA loss for the year was reduced to EUR0.8 million in 2022 compared to a loss in 2021 of EUR1.1 million. The EBITDA loss in 2022 was primarily realised during the first half of 2022, whereas the Group progressed toward an EBITDA break-even position during the second half of 2022.

During 2022 the Group continued its strong development effort, both related to expanding current product offerings and new deployment of our general Lidar technology. In the short term, one of the most important developments was related to our WindTimizer products, which now also cover an analogue interface for turbine integrations. This expands the potential total market for our plug and play integration solution within the Retro-fit market segment. Our participation in the drone-based CO2 emissions project Khaosguard is progressing well and initial milestones such as preliminary in field CO2 measurements have successfully been demonstrated.

Financial Overview

Revenue during the year increased 236% to EUR1.9 million (2021: EUR0.6 million). Gross profit was up 112% (2021: (36%) to EUR0.9 million (2021: EUR0.4 million).

During the year, administrative expenses excluding depreciation amortisation and warrant cost increased to EUR1.76 million compared to EUR1.58 million in 2021, relating to development projects, following the increased revenues.

Net loss for the year before taxes and exceptional expenses, decreased to EUR1.2 million from EUR1.4 million in 2021, which included depreciation, amortisation, and warranty costs of EUR0.2 million (2021: EUR0.3 million) in aggregate.

The Group held cash balances at the end of the year of EUR1.4 million (2021: EUR0.04 million) and trade receivables at the end of the year amounted to EUR0.4 million (2021: EUR1.0 million). During the year the Company raised EUR2.4 million before expenses through the issue of share capital.

The Group has capitalised its continued cost of investment in technology during the year of EUR0.3 million in 2022 (2021: EUR0.7 million) before grants of EUR0.1 million (2021: EUR0.4 million).

Outlook

Entering 2023 the Group had a strong order backlog of EUR4.3 million scheduled for delivery in 2023. In 2023 the Group has received additional orders scheduled for delivery in 2023 and further additional significant orders are currently being negotiated. Based on these developments the Group expects to realise a substantial revenue growth in 2023 compared to 2022.

In 2023 the Group expects to see a reduction of the average COGS compared to costs in 2022 supporting an expected modest Gross Margin increase in 2023.

Entering 2023, the production capacity of the Group was fully booked by customer orders for deliveries in the first half of 2023. Currently, the Group is focused on increasing capacity by at least 100% to be implemented mid-year 2023 and planning for a further doubling of capacity when entering year 2024.

In particular, considering the very unexpected challenges the COVID-19 pandemic brought upon us in the past two years, I would like to take the opportunity to thank our employees, partners and management in Denmark, China and UK for their efforts and loyalty to the Group in 2022.

BY ORDER OF THE BOARD ON JUNE 12, 2023

Johan Blach Petersen

Chairman

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE SIX MONTHSED 30 JUNE 2021

 
 
                                                           Year     Year ended 
                                                          ended    31 December 
                                                    31 December           2021 
                                                           2022 
                                                            EUR            EUR 
                                            Note 
  Revenue from contracts with customers      5        1,853,249        551,535 
 Cost of goods sold                                   (906,638)      (105,322) 
  Gross profit                                          946,611        446,213 
 
 Administrative expenses                            (1,953,607)    (1,882,094) 
  Other operating income                                 32,260         32,271 
  Exceptional (expenses)/income              6         (89,038)              - 
-----------------------------------------  ----- 
  Loss from operations                       6      (1,063,774)    (1,403,610) 
 
 Finance (expense)/income                    9        (230,734)         25,520 
  Loss before taxation                              (1,294,508)    (1,378,090) 
 
  Taxation                                   10         218,837        248,913 
  Loss for the year attributable to 
   the ordinary equity holders of Windar 
   Photonics Plc                                    (1,075,671)    (1,129,177) 
 
  Other comprehensive income 
  Items that will or may be reclassified 
   to profit or loss: 
  Exchange gains/(losses) arising 
   on translation of foreign 
   operations                                            22,817       (92,348) 
-----------------------------------------  ----- 
 Total comprehensive loss for the 
  year attributable to the ordinary 
  equity holders of Windar Photonics 
  Plc                                               (1,052,854)    (1,221,525) 
                                                  =============  ============= 
 
 Loss per share attributable to the 
  ordinary equity holders of Windar 
  Photonics Plc 
  Basic and diluted, cents per share         11           (1.9)          (2.1) 
=========================================  =====  =============  ============= 
 

All activities relate to continuing operations.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022

 
 
                                            31 December    31 December 
                                                   2022           2021 
                                                    EUR            EUR 
                                    Note 
 Assets 
 Non-current assets 
 Intangible assets                  14        1,196,996      1,195,267 
 Property, plant & equipment        15          106,983          2,423 
 Deposits                                        28,994         26,398 
 Total non-current assets                     1,332,973      1,224,088 
--------------------------------  ------  -------------  ------------- 
 
  Current assets 
  Inventory                         16          699,236        694,969 
  Trade receivables                 17          389,652        991,734 
   Other receivables                17          197,496        157,919 
    Tax credit receivables           17         218,928        265,620 
  Prepayments                                    47,860         33,954 
  Cash and cash equivalents         18        1,404,073         40,548 
  Total current assets                        2,957,245      2,184,744 
--------------------------------  ------  -------------  ------------- 
 
  Total assets                                4,290,218      3,408,832 
--------------------------------  ------  -------------  ------------- 
 
  Equity 
  Share capital                     22          834,771        675,664 
  Share premium                     23       16,479,150     14,502,837 
  Merger reserve                    23        2,910,866      2,910,866 
  Foreign currency reserve          23         (65,577)       (88,394) 
  Retained earnings                 23     (19,818,092)   (18,758,348) 
  Total equity                                  341,118      (757,375) 
--------------------------------  ------  -------------  ------------- 
 
  Non-current liabilities 
  Warranty provisions               25           45,774         36,150 
  Holiday Allowance provisions      26          134,734        131,877 
  Loans                             21        1,690,462      1,371,076 
--------------------------------  ------  -------------  ------------- 
  Total non-current liabilities               1,870,970      1,539,103 
 
  Current liabilities 
  Trade payables                    20          264,083        544,330 
  Other payables and accruals       20          451,402        758,234 
  Contract liabilities              20        1,205,531        951,606 
  Loans                             20          157,114        372,934 
                                          -------------  ------------- 
  Total current liabilities                   2,078,130      2,627,104 
 
  Total liabilities                           3,949,100      4,166,207 
--------------------------------  ------  -------------  ------------- 
 
  Total equity and liabilities                4,290,218      3,408,832 
--------------------------------  ------  -------------  ------------- 
 

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022

 
 
                                          31 December    31 December 
                                                 2022           2021 
                                                  EUR            EUR 
                                  Note 
 Assets 
 Non-current assets 
 Investments in subsidiaries       13               -              - 
 Total non-current assets                           -              - 
-------------------------------  -----  -------------  ------------- 
 
  Current assets 
  Other receivables                17          21,300         12,898 
  Intragroup receivables           17         183,579         88,373 
  Cash and cash equivalents        18         960,237          4,454 
  Total current assets                      1,165,116        105,725 
-------------------------------  -----  -------------  ------------- 
 
  Total assets                              1,165,116        105,725 
-------------------------------  -----  -------------  ------------- 
 
 
  Equity 
  Share capital                    22         834,771        675,664 
  Share premium                    23      16,479,150     14,502,837 
  Merger reserve                   23         658,279        658,279 
  Foreign exchange reserve         23         (7,746)        (7,746) 
  Retained earnings                23    (16,977,909)   (16,088,210) 
  Total equity                                986,545      (259,176) 
-------------------------------  -----  -------------  ------------- 
 
 
  Current liabilities 
  Trade payables                   20         108,452        186,271 
  Other payables and accruals      20          70,119        178,630 
  Total liabilities                           178,571        364,901 
-------------------------------  -----  -------------  ------------- 
 
  Total equity and liabilities              1,165,116        105,725 
-------------------------------  -----  -------------  ------------- 
 
 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARED 31 DECEMBER 2022

 
 
                                                   Year ended     Year ended 
                                                  31 December    31 December 
                                                         2022           2021 
                                         Notes            EUR            EUR 
 
  Loss for the period before taxation             (1,294,508)    (1,378,090) 
 
  Adjustments for: 
  Finance expense/(income)                 9          230,734       (25,520) 
  Amortisation                            14          174,792        254,339 
  Depreciation                            15            2,992         25,115 
  Received tax credit                                 265,510        213,362 
  Foreign exchange gain/(losses)                       22,817       (92,348) 
  Share option and warrant costs                       15,927         22,773 
--------------------------------------  ------  -------------  ------------- 
                                                    (581,736)      (980,369) 
 
  Movements in working capital 
  Changes in inventory                                (4,268)       (58,183) 
  Changes in receivables                              562,504      (500,363) 
  Changes in prepayments                             (13,906)       (19,760) 
  Changes in deposits                                 (2,596)        (1,017) 
  Changes in trade payables                         (280,247)       (96,569) 
  Changes in contract liabilities                     253,926        735,700 
  Changes in warranty provisions          25            9,620        (2,343) 
  Changes in other payables and 
   provisions                                       (306,832)        528,803 
  Cash flow from operations                         (363,535)      (394,101) 
--------------------------------------  ------  -------------  ------------- 
 
  Investing activities 
  Payments for intangible assets          14        (297,540)      (652,264) 
  Payments for tangible assets            15        (107,456)              - 
  Grants received                         14          121,019        408,354 
--------------------------------------  ------  -------------  ------------- 
  Cash flow from investing activities               (283,977)      (243,910) 
--------------------------------------  ------  -------------  ------------- 
 
  Financing activities 
  Proceeds from issue of share 
   capital                                          2,393,686              - 
  Costs associated with the issue 
   of share capital                                 (258,266)              - 
   Proceeds from new long-term 
   loans                                              373,055              - 
    Repayment of loans                              (372,934)       (22,180) 
  Interest received / (paid)                        (124,630)         51,006 
  Cash flow from financing activities               2,010,911         28,826 
--------------------------------------  ------  -------------  ------------- 
 
  Net increase/(decrease) in cash 
   and cash equivalents                             1,363,399      (609,185) 
  Exchange differences                                    126         23,372 
 Cash and cash equivalents at 
  the beginning of the year                            40,548        626,361 
--------------------------------------  ------  -------------  ------------- 
 Cash and cash equivalents at 
  the end of the year                     18        1,404,073         40,548 
--------------------------------------  ------  -------------  ------------- 
 
 

COMPANY STATEMENT OF CASH FLOWS FOR THE YEARED 31 DECEMBER 2022

 
 
                                                        Year ended     Year ended 
                                                       31 December    31 December 
                                              Notes           2022           2021 
                                                               EUR            EUR 
 
  Loss for the period before taxation                    (889,699)      (700,557) 
 
  Adjustments for: 
  Finance Expenses and currency losses 
   / (Income)                                               17,313       (20,332) 
  Write down of investment in subsidiary                   677,376        559,137 
                                                         (195,010)      (161,752) 
 
  Movements in working capital 
  Changes in receivables                                   (8,402)        (1,603) 
  Changes in loans to subsidiary entity                   (92,069)       (67,728) 
  Changes in trade payables                               (77,819)         18,320 
  Changes in other payables and provisions               (108,512)         88,850 
 Cash flow from operations                               (481,812)      (123,913) 
-------------------------------------------  ------  -------------  ------------- 
 
  Investing activities 
  Additional investment in subsidiary 
   undertaking                                 13        (677,376)      (416,640) 
  Cash flow from investing activities                    (677,376)      (416,640) 
-------------------------------------------  ------  -------------  ------------- 
 
  Financing activities 
   Proceeds from issue of share capital                  2,393,686              - 
    Cost associated with the issue of 
    share capital                                        (258,266)              - 
  Interest expenses and currency losses 
   during the year / (Income)                             (20,449)          1,760 
  Cash flow from financing activities                    2,114,971          1,760 
-------------------------------------------  ------  -------------  ------------- 
 
  Net Increase/(decrease) in cash 
   and cash equivalents                                    955,783      (538,793) 
  Cash and cash equivalents at the 
   beginning of the year                                     4,454        543,247 
 
  Cash and cash equivalents at the 
   end of the year                             18          960,237          4,454 
-------------------------------------------  ------  -------------  ------------- 
 
 

CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARED 31 DECEMBER 2022

 
                                                         Share                                       Share                                      Merger                                     Foreign                                 Accumulated                                         Total 
                                                       Capital                                     Premium                                     reserve                                    currency                                      Losses 
                                                                                                                                                                                           reserve 
                                                           EUR                                         EUR                                         EUR                                         EUR                                         EUR                                           EUR 
------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  -------------------------------------------- 
 Group 
 
 At 1 January 2021                                     675,664                                  14,502,837                                   2,910,866                                       3,954                                (17,651,944)                                       441,377 
 Share option and 
  warrant costs                                              -                                           -                                           -                                           -                                      22,773                                        22,773 
                    ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  -------------------------------------------- 
 Transaction with 
  owners                                                     -                                           -                                           -                                           -                                      22,773                                        22,773 
                    ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  -------------------------------------------- 
 
 Loss for the year                                           -                                           -                                           -                                           -                                 (1,129,177)                                   (1,129,177) 
 Exchange 
  gains/(losses) 
  arising on 
  translation 
  of foreign 
  operations                                                 -                                           -                                           -                                    (92,348)                                           -                                      (92,348) 
                    ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  -------------------------------------------- 
 Total 
  comprehensive 
  loss                                                       -                                           -                                           -                                    (92,348)                                 (1,129,177)                                   (1,221,525) 
                    ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  -------------------------------------------- 
 
 At 31 December 
  2021                                                 675,664                                  14,502,837                                   2,910,866                                    (88,394)                                (18,758,348)                                     (757,375) 
 
 New shares issued                                     159,107                                   2,234,579                                           -                                           -                                           -                                     2,393,686 
 Costs associated 
  with capital 
  raise                                                      -                                   (258,266)                                           -                                           -                                           -                                     (258,266) 
 Share option and 
  warrant costs                                              -                                           -                                           -                                           -                                      15,927                                        15,927 
                    ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  -------------------------------------------- 
 Transaction with 
  owners                                               159,107                                   1,976,313                                           -                                           -                                      15,927                                     2,151,347 
                    ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  -------------------------------------------- 
 
 Loss for the year                                           -                    -                                                                  -                                           -                                 (1,075,671)                                   (1,075,671) 
 Exchange 
  gains/(losses) 
  arising on 
  translation 
  of foreign 
  operations                                                 -                                           -                                           -                                      22,817                                           -                                        22,817 
 Total 
  comprehensive 
  loss                                                       -                                           -                                           -                                      22,817                                 (1,075,671)                                   (1,052,854) 
 At 31 December 
  2022                                                 834,771                                  16,479,150                                   2,910,866                                    (65,577)                                (19,818,092)                                       341,118 
 
   Company 
                                                         Share                                       Share                   Merger                                     Foreign                                    Accumulated                                      Total 
                                                       Capital                                     Premium                  reserve                                    currency                                         Losses 
                                                                                                                                                                        reserve 
 
 At 1 January 2021                                     675,664                                  14,502,837                                     658,279                                     (7,746)                                (15,387,653)                                       441,381 
 
 Loss for the year                                           -                                           -                                           -                                           -                                   (700,557)                                     (700,557) 
 Total 
  comprehensive 
  loss                                                       -                                           -                                           -                                           -                                   (700,557)                                     (700,557) 
                    ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  -------------------------------------------- 
 
 At 31 December 
  2021                                                 675,664                                  14,502,837                                     658,279                                     (7,746)                                (16,088,210)                                     (259,176) 
 
 New shares issued                                     159,107                                   2,234,579                                           -                                           -                                           -                                     2,393,686 
 Costs associated 
  with capital 
  raise                                                      -                                   (258,266)                                           -                                           -                                           -                                     (258,266) 
                    ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  -------------------------------------------- 
 Transaction with 
  owners                                               159,107                                   1,976,313                                           -                                           -                                           -                                     2,135,420 
                    ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  -------------------------------------------- 
 
 Loss for the year                                           -                    -                                                                  -                                           -                                   (889,699)                    (889,699) 
 Total 
  comprehensive 
  loss                                                       -                                           -                                           -                                           -                                   (889,699)                                   (889,699) 
------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------ 
 
   At 31 December 
   2021                                                834,771                                  16,479,150                                     658,279                                     (7,746)                                (16,977,909)                                     986,545 
------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------ 
 
 

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARED 31 DECEMBER 2022

1. General information

The Company is a public limited company domiciled in the United Kingdom and incorporated under registered number 09024532 in England and Wales. The Company's registered office is 3 More London Riverside, London, SE1 2AQ.

The Group was formed when the Company acquired on 29 August 2014 the entire share capital of Windar Photonics A/S, a company registered in Denmark through the issue of Ordinary Shares.

2. Adoption of new and revised International Financial Reporting Standards

New and amended standards adopted by the Group and Company.

Several amendments and interpretations apply for the first time in 2022.

 
                                                                           Effective for 
   Standard                                                                       annual 
   or                                                                  periods beginning 
 Interpretation   Title                                                      on or after 
 
 IFRS 16          COVID-19-Related Rent Concessions                         1 April 2021 
                   beyond 30 June 2021. (Amendment 
                   to IFRS 16) 
 IAS 37           Onerous Contracts - Cost of Fulfilling                  1 January 2022 
                   a Contract. (Amendments to IAS 
                   37) 
 IAS 16           Property, Plant and Equipment:                          1 January 2022 
                   Proceeds before Intended Use. (Amendments 
                   to IAS 16) 
 IFRS             Annual Improvements to IFRS Standards                   1 January 2022 
                   2018-2020 
 IFRS 3           Reference to the Conceptual Framework.                  1 January 2022 
                   (Amendments to IFRS 3) 
 

The above new and amended standards which apply for the first time for these 2022 financial statements have been assessed by the Directors and to the extent that they may be applicable, the Directors have concluded that none of these have had a material impact to the Group's and Company's financial statements.

Standards, amendments and interpretations issued and effective in 2022 but not relevant

There are no IFRSs or IFRIC interpretations that are effective and not relevant to the Group and Company's.

Standards, amendments and interpretations issued but not yet effective in 2022

There were a number of standards and interpretations which were in issue at 31 December 2022 but not effective for periods commencing 1 January 2022 and have not been adopted for these financial statements. The Directors have assessed the full impact of these accounting changes on the Company. To the extent that they may be applicable, the Directors have concluded that none of these pronouncements will cause material adjustments to the Group's and Company's financial statements. They may result in consequential changes to the accounting policies and other note disclosures. The new standards will not be early adopted by the Group and Company and will be incorporated in the preparation of the Group and Company financial statements from the effective dates noted below.

 
                                                                        Effective for 
   Standard                                                                    annual 
   or                                                               periods beginning 
 Interpretation   Title                                                   on or after 
 
 IAS 1            Classification of Liabilities as                     1 January 2023 
                   Current or Non-current. (Amendments 
                   to IAS 1) 
 IFRS 17          IFRS 17 Insurance Contracts and                      1 January 2023 
                   amendments to IFRS 17 Insurance 
                   Contracts. 
 IAS 1            Disclosure of Accounting Policies.                   1 January 2023 
                   (Amendments to IAS 1 and IFRS Practice 
                   Statement 2) 
 IAS 12           Deferred Tax related to Assets                       1 January 2023 
                   and Liabilities arising from a 
                   Single Transaction. (Amendments 
                   to IAS 12) 
 IAS 8            Definition of Accounting Estimates.                  1 January 2023 
                   (Amendments to IAS 8) 
 
 IFRS 16          Amendments to IFRS 16, Lease Liability               1 January 2024 
                   in a Sale and Leaseback. 
 IAS 1            Amendments to IAS 1, Non-current                     1 January 2024 
                   Liabilities with Covenants. 
 
 

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group and Company.

3. Going Concern

The consolidated financial statements have been prepared assuming the Group will continue as a going concern. Under the going concern assumption, an entity is anticipated to continue in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.

Based on the Group's latest trading expectations and associated cash flow forecasts, the directors have considered the cash requirements of the Group on which basis the board is convinced the Company has sufficient cash flows for operations for the coming 12 months period.

However, as the Company foresee and plan for substantial growth in both 2023 and 2024 the cash flow projections rely on the precise execution of logistical plans within the entire supply chain. During the period, difficulty in obtaining supplies has had an impact on the group's ability to deliver on contracts or the Group has experienced delays in the start of assignments, which has had an impact on cashflows and could still impact future cashflows. It remains difficult to assess reliably whether there will be any further material disruption in the future which could adversely impact the group's forecast.

The risk related to the execution of the logistical plans is not only related to COVID-19 developments as seen in 2022 but also to the general performance of single suppliers whereby symmetry of deliveries to the Company has led and could still lead to over stocking and lack of deliveries to the final customers. Management is monitoring the supply chain developments on a daily basis, however any deviations could have a material impact, and as such the Board considers this risk to pose a materially uncertainty in respect of future cash flows in the Company, which may cast significant doubt about the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

4. Accounting policies

Basis of preparation

The consolidated financial statements comprise the consolidated financial information of the Group as at 31 December 2022 and are prepared under the historic cost convention, except for the following:

   --      share based payments and share option and warrant costs 

The principal accounting policies adopted in the preparation of the financial information are set out below.

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively "IFRSs") issued by the International Accounting Standards Board (IASB) as adopted by the United Kingdom ("adopted IFRSs").

5. Revenue

 
 Revenue from contracts with customers:                          Year ended 
                                                  Year ended    31 December 
                                            31 December 2022           2021 
                                                         EUR            EUR 
 Sale of products and installation                 1,820,762        550,558 
 Rendering of services                                32,487            977 
                                          ------------------  ------------- 
 
 Revenue                                           1,853,249        551,535 
                                          ==================  ============= 
 

Revenue from contracts with customers is split of products as follows:

 
                            Year ended     Year ended 
                           31 December    31 December 
                                  2022           2021 
                                   EUR            EUR 
 WindEye(TM)                 1,250,834        256,663 
 WindVision(TM)                569,928        293,895 
                         -------------  ------------- 
 Rendering of services          32,487            977 
                         -------------  ------------- 
 
 Revenue                     1,853,249        551,535 
                         =============  ============= 
 

Contract liabilities of EUR1,205,531 (2021: EUR951,606) relates to performance obligation under contracts that have not yet been completed and are expected to be met in 2023.

6. Loss from operations

Loss from operations is stated after:

 
                                                   Year ended     Year ended 
                                             31 December 2022    31 December 
                                                          EUR           2021 
                                                                         EUR 
 Staff costs (note 11)                              1,253,715      1,072,454 
 
 Expensed research and development 
  costs                                               633,451        328,582 
 Amortisation(1)                                      174,792        254,339 
 Depreciation                                           2,474         25,115 
 Lease payments                                       105,066        108,589 
 Other Operating Income                              (32,260)       (32,271) 
 Remuneration received by the 
  Group's auditor or associates 
  of the Group's auditor: 
       - Audit of parent company                        8,760          8,340 
       - Additional amounts relating 
        to the prior year group audit 
        charged during the current year                     -         12,774 
       - Audit of consolidated financial 
        statements 
        - Taxation compliance services                 20,678         22,638 
        Other auditors:                                 1,128            953 
       - Audit of overseas subsidiaries                16,233         25,071 
 
 
 

(1) Amortisation charges on the Group's intangible assets are recognised in the administrative expenses line item in the consolidated statement of comprehensive income.

Above loss specification excludes exceptional expenses in 2022 of EUR89,038 relating to solicitor and auditor costs related to the suspension of the Company in 2022.

7. Segment information

Operation segments are reported as reported to the chief operation decision maker.

The Group has one reportable segment being the sale of LiDAR Wind Measurement and therefore segmental results and assets are disclosed in the consolidated income statement and consolidated statement of financial position.

In 2022, one customer accounted for more than 25 per cent of the revenue (2021: two customers). The total amount of revenue from this customer amounted to EUR752,893 or 41 per cent of the total revenue (2021: EUR302,199 or 55 per cent of the revenue)

Revenue by geographical location of customer:

 
                             Year ended     Year ended 
                            31 December    31 December 
                                   2022           2021 
                                    EUR            EUR 
 Europe                          18,737          7,519 
 Americas                       870,817              - 
 China                          899,573        544,016 
 Asia (excluding China)          64,122              - 
 Revenue                      1,853,249        551,535 
------------------------  -------------  ------------- 
 

Geographical information

The parent company is based in the United Kingdom. The information for the geographical area of non-current assets is presented for the most significant area where the Group has operations being Denmark.

 
             As at 31 December         As at 31 
                          2022    December 2021 
                           EUR              EUR 
 Denmark             1,327,449        1,216,037 
----------  ------------------  --------------- 
 
 
 

Non-current assets for this purpose consist of property, plant and equipment and intangible assets.

8. Directors and employees

 
                                2022                 2021 
                             Average   Year end   Average   Year end 
 Number of employees 
  excluding directors 
 Sales and Services                4          4         7          5 
 Research and development         12         11        11         13 
 Production                        5          5         4          4 
 Administration                    3          3         3          3 
                            --------  ---------  --------  --------- 
 
                                  24         23        25         25 
                            ========  =========  ========  ========= 
 
 
 
 Group                           2022        2021 
                                  EUR         EUR 
 Staff costs 
 Wages and salaries         1,114,985     971,863 
 Social security costs        122,803      77,818 
                           ----------  ---------- 
                            1,237,788   1,049,681 
 
 Warrant and Option 
  costs                        15,927      22,773 
                           ----------  ---------- 
 
                            1,253,715   1,072,454 
                           ==========  ========== 
 
 
    Company                      2022        2021 
                                  EUR         EUR 
 Staff costs 
 Wages and fees                41,850      13,450 
 
                               41,850      13,450 
                           ==========  ========== 
 

The Company has 4 employees (2021: 3), all being the Directors of the Company.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of Group, and are considered to be directors of the company.

The value of all elements of remuneration received by key management in the year was as follows:

 
                                Wages       Fair value       Pension       Total 
                             and salaries    of warrant    contributions 
                               and fees        costs 
                                      EUR           EUR              EUR      EUR 
 Year ended 31 December 
  2022 
 Directors                         41,850             -                -   41,850 
                           ==============  ============  ===============  ======= 
 
 Year ended 31 December 
  2021 
 Directors                         13,450             -                -   13,450 
                           ==============  ============  ===============  ======= 
 

9. Finance income/(expense)

 
                                                  Year            Year 
                                                 ended           ended 
                                           31 December     31 December 
                                                  2022            2021 
                                                   EUR             EUR 
 Foreign exchange gains/(losses)              (82,086)         143,019 
 Interest expense on financial 
  liabilities measured at amortised 
  cost                                       (148,648)       (117,499) 
 Finance income/(expense)                    (230,734)          25,520 
--------------------------------------  --------------  -------------- 
 

10. Income tax

 
                                                       Year ended     Year ended 
                                                      31 December    31 December 
                                                             2022           2021 
                                                              EUR            EUR 
         The tax credit for the year: 
  (a) 
         UK Corporation tax                                     -              - 
  Foreign Research and Development tax 
   credit                                               (218,837)      (248,913) 
                                                    -------------  ------------- 
         Tax reconciliation 
  (b) 
  Loss on ordinary activities before 
   tax                                                (1,294,508)    (1,378,090) 
                                                    =============  ============= 
 
  Loss on ordinary activities at the 
   UK standard rate of corporation tax 
   19% (2021: 19%)                                      (245,956)      (261,837) 
         Effects of: 
  Expenses non-deductible for tax purposes                  8,838         46,061 
  Research and Development tax allowance                 (56,699)       (74,679) 
  Adjustment to not recognized deferred 
   taxes in previous periods                             (33,979)         23,583 
  Unrecognised tax losses                                 137,165        118,873 
  Different tax rates applied in overseas 
   jurisdictions                                         (55,918)       (47,098) 
  Exchange rate differences                                27,712       (53,816) 
  Research and Development Tax credit 
   for the year                                         (218,837)      (248,913) 
 -------------------------------------------------  -------------  ------------- 
 
 

The tax credit is recognised as 22 per cent. (2021: 22 per cent) of the company's deficit that relates to research and development costs. Companies in Denmark, who conduct research and development and accordingly experience deficits can apply to the Danish tax authorities for a payment equal to 22 per cent. (2021; 22 per cent) of deficits relating to research and development costs up to DKK 25 million.

(a ) Deferred tax - Group

In view of the tax losses carried forward and other timing differences there is a deferred tax asset of approximately EUR3,085,177 (2021: EUR2,948,012) which has not been recognised in these Financial Statements, given uncertainty around timing and availability of sufficient taxable profits in the relevant Company.

(b) Deferred tax - Company

In view of the tax losses carried forward and other differences there is a deferred tax asset of approximately EUR409,952 (2021: EUR389,814) which has not been recognised in these Financial Statements, given uncertainty around timing and availability of future profit against which the losses will be able to be used.

All taxes recognized in the statement of Comprehensive income are denominated in DKK.

11. Loss per share

The loss and weighted average number of ordinary shares used in the calculation of basic loss per share are as follows:

 
                                                Year ended     Year ended 
                                               31 December    31 December 
                                                      2022           2021 
                                                       EUR            EUR 
 Loss for the year                             (1,075,671)    (1,129,177) 
                                             -------------  ------------- 
 Weighted average number of ordinary 
  shares for the purpose of basic earnings 
  per share                                     55,963,110     54,595,522 
 Basic loss and diluted, cents per 
  share                                              (1.9)          (2.1) 
                                             -------------  ------------- 
 

There is no dilutive effect of the outstanding share options (note 25) as the dilution would reduce the loss per share.

12. Dividends

No dividends were proposed by the Group during the period under review (2021: EURNil).

13. Investment in Subsidiaries

 
 
    Company                                     EUR 
 
  At 1 January 2022                               - 
  Capital subscriptions in the year           5,376 
  Capital contribution in the year          672,000 
  Write down investment in subsidiary     (677,376) 
                                        ----------- 
  As at 31 December 2022                          - 
                                        ----------- 
 

The subsidiaries of Windar Photonics Plc are as follows:

 
       Name              Country        Ownership     Registered Office        Nature of business 
                     of incorporation 
  Windar Denmark         Denmark          100%      Helgeshoej Allé    Holding company 
        ApS                                          16-18 
                                                     DK-2630 Taastrup 
 Windar Photonics        Denmark          100%      Helgeshoej Allé    Develop and commercialise 
  A/S                                    indirect    16-18                   wind turbine technology 
                                                     DK-2630 Taastrup, 
 Windar Photonics         China           100%      Room 403-03, Building   Commercialise 
  (Shanghai)                             indirect    #2 No. 38 Debao         wind turbine technology 
  Co. Ltd.                                           Road, Pudong, 
                                                     Shanghai 
 

During the year the Company established Windar Denmark ApS and owns 100 per cent. of the issued share capital of Windar Denmark ApS (comprising shares of DKK 40,000 of 1 DKK each) with CVR number 43615947.

In November 2022 the Company transferred all outstanding shares in Windar Photonics A/S (CVR number 32157688) to Windar Denmark ApS. Following the transaction, the existing share capital in Windar Photonics A/S of DKK 9,380,392 (comprising A Shares of DKK 5,737,800 of 1 DKK each and B Shares of DKK 3,642,592 of 1 DKK each) were reduced to DKK 400,000 without any difference in share classes.

Windar Photonics A/S was incorporated on 28 December 2008 in Denmark and acquired by the Company in August 2014.

During the year the Company invested funds received from the share placing into subsidiaries, and a total transfer of funds of EUR769,445 was made during the year. A further capital contribution of EUR672,000 was made to Windar Denmark ApS during the year.

Windar Photonics A/S owns 100 per cent. of the issued common stock of Windar Photonics (Shanghai) Co.Ltd. Windar Photonics (Shanghai) Co. Ltd. was incorporated on 18 May 2016 in China with a registered capital of USD 200,000 of which USD 200,000 is paid in as per 31 December 2022.

14. Intangible assets

 
                                       Development 
                                          projects 
 Group                                         EUR 
 Cost 
----------------------------------    ------------ 
 At 1 January 2021                       3,774,766 
------------------------------------  ------------ 
 Additions                                 652,264 
 Grants received                         (408,354) 
 Exchange differences                        1,437 
 At 31 December 2021                     4,020,113 
------------------------------------  ------------ 
 Additions - internally developed          297,540 
 Grants received                         (121,019) 
 Exchange differences                           74 
------------------------------------  ------------ 
 At 31 December 2022                     4,196,708 
                                       Development 
                                          projects 
                                               EUR 
 Accumulated amortisation 
 At 1 January 2021                       2,569,523 
------------------------------------  ------------ 
 Charge for the year                       254,339 
 Exchange differences                          984 
------------------------------------  ------------ 
 At 31 December 2021                     2,824,846 
------------------------------------  ------------ 
 Charge for the year                       174,792 
 Exchange differences                           74 
------------------------------------  ------------ 
 At 31 December 2022                     2,999,712 
------------------------------------  ------------ 
 Net carrying value 
-------------------------------------------------- 
 At 1 January 2021                       1,205,243 
------------------------------------  ------------ 
 At 31 December 2021                     1,195,267 
------------------------------------  ------------ 
 At 31 December 2022                     1,196,996 
------------------------------------  ------------ 
 

The Group has received public Research and Development Grants of EUR121,019 (2021: EUR408,354) in respect of the capitalised research and development. At the end of the year 2 development projects are ongoing which are supported by public Research and Development Grants and outstanding grants which can be claimed in the coming two years amount to EUR209,754 (2021: EUR402,893) which could be claimed in the following 2 years).

The development projects relate to the development of improved performance and functionality of the Company's product offerings. Measurement of the development projects are based on expected contributions to forward looking business plans and budgets.

15. Property, plant & equipment

 
                                Plant and 
                                equipment 
 Group                                EUR 
 Cost 
----------------------------------------- 
 At 1 January 2021                226,909 
----------------------------  ----------- 
 Additions                              - 
 Disposed                               - 
 Exchange differences               1,313 
 At 31 December 2021              228,222 
 Additions                        107,456 
 Disposed                               - 
 Exchange differences                  45 
----------------------------  ----------- 
 At 31 December 2022              335,723 
----------------------------  ----------- 
 Accumulated depreciation 
 At 1 January 2021                199,211 
----------------------------  ----------- 
 Charge for the year               25,111 
 Disposed                               - 
 Exchange differences               1,477 
 At 31 December 2021              225,799 
 Charge for the year                2,992 
 Disposed                               - 
 Exchange differences                (51) 
----------------------------  ----------- 
 At 31 December 2022              228,740 
----------------------------  ----------- 
 
 
   16. Inventory 
 
   Net carrying value 
--------------------------    ----------- 
 At 1 January 2021                 27,698 
----------------------------  ----------- 
 At 1 January 2022                  2,423 
----------------------------  ----------- 
 At 31 December 2022              106,983 
----------------------------  ----------- 
 
 
                                Group 
                            As at          As at 
                      31 December    31 December 
                             2022           2021 
                              EUR            EUR 
 Raw material             382,027        363,216 
 Work in progress         294,852         46,879 
 Finished goods            22,357        284,874 
------------------  -------------  ------------- 
 Inventory                699,236        694,969 
------------------  -------------  ------------- 
 
 

The cost of inventory sold and recognised as an expense during the year was EUR897,017 (2021: EUR107,679)

17. Trade and other receivables

 
                                                 Group                        Company 
                                             As at          As at          As at          As at 
                                       31 December    31 December    31 December    31 December 
                                              2022           2021           2022           2021 
                                               EUR            EUR            EUR            EUR 
 Trade receivables                         389,652      1,865,023              -              - 
-----------------------------------  -------------  -------------  -------------  ------------- 
 Less; provision for impairment                  -      (873,289)              -              - 
  of trade receivables 
 Trade receivables - net                   389,652        991,734              -              - 
 Receivables from related 
  parties                                        -              -        183,579         88,373 
-----------------------------------  -------------  -------------  -------------  ------------- 
 
 Total financial assets other 
  than cash and cash equivalents 
  classified at amortised costs            389,652        991,734        183,579         88,373 
-----------------------------------  -------------  -------------  -------------  ------------- 
 
 
 Tax receivables                           218,928        265,620              -              - 
 Other receivables                         197,496        157,919         21,300         12,898 
 Total other receivables                   416,424        423,539         21,300         12,898 
 Total trade and other receivables         806,076      1,415,273        204,879         12,898 
-----------------------------------  -------------  -------------  -------------  ------------- 
 
 Classified as follows: 
 Current Portion                           806,076      1,415,273        204,879        101,271 
-----------------------------------  -------------  -------------  -------------  ------------- 
 
 

The carrying value of trade and other receivables classified at amortised cost approximates fair valu e.

 
                           More than   More than   More than    Total 
                             30 days     60 days    120 days 
                            past due    past due    past due 
                                 EUR         EUR         EUR      EUR 
 Gross carrying amount             -         800      75,749   76,549 
 Loss provision                    -           -           -        - 
-----------------------  -----------  ----------  ----------  ------- 
 Net carrying amount               -         800      75,749   76,549 
-----------------------  -----------  ----------  ----------  ------- 
 

There is no material difference between the net book value and the fair values of trade and other receivables due to their short-term nature.

Other classes of financial assets included within trade and other receivables do not contain impaired assets.

The Group is committed to underwrite any of the debts transferred and therefore continues to recognise the debts sold within trade receivables until the debtors repay or default. Since the trade receivables continue to be recognised, the business model of the Group is not affected. The proceeds from transferring the debts of are included in other financial liabilities until the debts are collected or the Group makes good any losses incurred by the service provider.

18. Cash and cash equivalents

For the purpose of the cash flow statement, cash and cash equivalents comprise the following balances with original maturity less than 90 days:

 
                            Group                        Company 
                        As at          As at          As at          As at 
                  31 December    31 December    31 December    31 December 
                         2022           2021           2022           2021 
                          EUR            EUR            EUR            EUR 
                -------------  -------------  -------------  ------------- 
 
 Cash at bank       1,404,073         40,548        960,237          4,454 
                -------------  -------------  -------------  ------------- 
 

19. Notes supporting statement of cash flows

 
                                            Non-current       Current 
                                              loans and     loans and       Total 
                                             borrowings    borrowings         EUR 
                                                    EUR           EUR 
 As at 1 January 2021                         1,719,825        22,173   1,741,998 
 Repayment of loans                                   -      (22,180)    (22,180) 
 
 Accrued interests on non-current 
  loans                                          23,538             -      23,538 
 Loans and borrowings classified 
  as non-current in previous period 
  becoming current in this period             (372,934)       372,934           - 
 
 Foreign exchange rate differences                  647             7         654 
 As at 31 December 2021                       1,371,076       372,934   1,744,010 
 Repayment of loans                                   -      (93,686)    (93,686) 
 Loans and borrowings classified 
  as non-current in previous period 
  becoming current in this period             (157,114)       157,114           - 
 Accrued interests on non-current 
  loans                                         103,247             -     103,247 
 Loans and borrowings classified                      -             -           - 
  as current in previous period becoming 
  non-current in this period 
 New long-term borrowings in the 
  period                                        373,055     (279,248)      93,807 
 Foreign exchange rate differences                  198             -         198 
-----------------------------------------  ------------  ------------  ---------- 
 As at 31 December 2022                       1,690,462       157,114   1,847,576 
-----------------------------------------  ------------  ------------  ---------- 
 

The Company does not have any long- or short-term loans or borrowings.

20. Trade and other payables

 
                                                          Group                                      Company 
                                        As at                                      As at          As at          As at 
                                  31 December                                31 December    31 December    31 December 
                                         2022                                       2021           2022           2021 
                                          EUR                                        EUR            EUR            EUR 
 Trade payables                       264,083                                    544,330        108,452        186,271 
 Other payables and accruals          410,600                                    615,932         29,317         36,328 
 Payables to Directors                 40,802                                    142,302         40,802        142,302 
 Current portion of Growth 
  Fund and Covid-19 loans             157,114                                    372,934              -              - 
 Total financial liabilities, 
 excluding 'non-current' loans                                                 1,675,498 
 and borrowings classified            872,599                                                   178,571        364,901 
 as financial liabilities 
 measured 
 at amortised cost 
------------------------------  -------------  -----------------------------------------  -------------  ------------- 
 Contract liabilities               1,205,531                                    951,606              -              - 
------------------------------  -------------  -----------------------------------------  -------------  ------------- 
 Total trade and other 
  payables                          2,078,130                                  2,627,104        178,571        364,901 
------------------------------  -------------  -----------------------------------------  -------------  ------------- 
 
 Classified as follows: 
 Current Portion                    2,078,130                                  2,627,104        178,571        364,901 
------------------------------  -------------  -----------------------------------------  -------------  ------------- 
 
 

There is no material difference between the net book value and the fair values of current trade and other payables due to their short-term nature.

21. Borrowings

The carrying value and fair value of the Group's borrowings are as follows:

 
                                                         Group 
                                                Carrying and Fair value 
                                               As at 31   As at 31 December 
                                               December                2021 
                                                   2022                 EUR 
 Loans                                              EUR 
 Growth Fund and COVID-19 loans               1,847,576           1,744,010 
 Current portion of Growth Fund and 
  COVID-19 loans                              (157,114)           (372,934) 
 Total non-current financial liabilities 
  measured at amortised costs                 1,690,462           1,371,076 
-----------------------------------------  ------------  ------------------ 
 

The Growth Fund borrowing from the Danish public institution, Vækstfonden, initially bore interest at a fixed annual rate of 12 per cent with a full bullet repayment in June 2020. As announced in 2020 terms for the borrowing was renewed during the year whereafter the interest rate was reduced to 7 percent p.a. and the loan to be repaid in quarterly instalments over the period from 1 January, 2022 until 1 October, 2026. The loan agreement was further amended in 2022 whereby interests payable until September 2022 were further accrued to the loan principal hereafter the loan principal to be repaid in quarterly instalments over the period from 1 October 2023 until 1 July 2027. In November 2022 the loan was transferred to Windar Denmark ApS.

A new Covid-19 loan was further obtained during 2020 from Vækstfonden which carries an interest rate of CIBOR plus 5 percent p.a. and to be repaid in quarterly instalments over the period from 1 October 2021 until 1 October 2026.

In 2020 relation with the changes to the existing Growth Fund borrowing and the new offered loan, the lender now has security of the assets of Windar Photonics A/S, subsidiary undertaking, to an amount of DKK12.6m. In relation to the additional Covid-19 loan the following terms and conditions are in place:

   --      There is an early exit fee set at a maximum DKK600k 

-- No dividends or corporate bond interest will be paid. D ividend distributions from Windar Photonics A/S to Windar Photonics PLC has been restricted until full repayment of the borrowing to the Growth Fund.

-- No payment of inter-company debts from Windar Photonics A/S. Windar Photonics PLC has entered into an agreement to resign from repayments of any outstanding amounts owned by Windar Photonics A/S to Windar Photonics PLC until full repayment of the borrowing to the Growth Fund.

-- The loan is secured up to a value of DKK12.6M on certain assets of Windar Photonics A/S, subsidiary undertaking.

Both loans are denominated in Danish Kroner.

The Company had no borrowings.

 
 
 
 

22. Share capital

 
                                   Authorised        EUR    Authorised        EUR 
                                         2022       2022          2021       2021 
 
 Shares at beginning 
  of reporting period              54,595,524    675,664    54,595,524    675,664 
-------------------------------  ------------  ---------  ------------  --------- 
 Issue of share capital            13,765,920    159,107             -          - 
-------------------------------  ------------  ---------  ------------  --------- 
 Shares at end of reporting 
  period                           68,361,444    834,771    54,595,524    675,664 
-------------------------------  ------------  ---------  ------------  --------- 
 
 
 
                                  Number of                   Number 
                              shares issued                of shares 
                                  and fully               issued and 
                                       paid        EUR    fully paid        EUR 
                                       2022       2022          2021       2021 
 Shares at 1 January 
  2021                           54,595,524    675,664    54,595,524    675,664 
--------------------------  ---------------  ---------  ------------  --------- 
 Issue of shares for cash        13,765,920    159,107             -          - 
 Shares at 31 December 
  2022                           68,361,444    834,771    54,595,524    675,664 
--------------------------  ---------------  ---------  ------------  --------- 
 

At 31 December 2022 the share capital comprises 68,361,444 shares of 1 pence each.

On 25 and 29 November 2022 the company issued 13,640,920 ordinary shares of 1 pence each for a cash consideration at GBP0.15 per share. On 30 December 2022 the company issued 125,000 ordinary shares of 1 pence each for cash contribution at GBP0.20 per share.

Share options

Share options are granted to employees.

During the year a total of 10,833 share options lapsed, and no new share options were granted during the year.

Share options issued in 2017, 2019 and 2021 are valued using the Black-Scholes pricing model and no performance conditions are included in the fair value calculations. The options were issued at a strike price of 100p in respect of share options granted in 2017 and 2019 and a strike price of 40p for options granted in 2021. All share options granted with a third vesting on each anniversary for the first three years whereafter the options have a 10-year life. The price of the share at the time of issue used equals the actual market price of the share at issue. The risk-free rate was 1.15%. The expected volatility is based on historical volatility of the AIM market over the last two years and is estimated to be 40%.

The average share price during the year was 12.67 pence (2021: 21.14 pence). At the year end the Company had the following options outstanding:

 
             Number of options 
------------------------------------------ 
              At 31     Granted    Lapsed      At 31       Exercise      Exercise 
             December                         December       price          date 
               2021                             2022      (GBP pence) 
                                                                        16/11/18 to 
 Options    1,032,500         -   (10,833)   1,021,667          72.40      01/04/35 
           ----------  --------  ---------  ---------- 
            1,032,500         -   (10,833)   1,021,667 
           ----------  --------  ---------  ---------- 
 

The number of share options exercisable at 31 December 2022 are 803,287 (2021: 589,583).

The weighted average remaining contractual life for the share options outstanding as at 31 December 2022 is 8.92 years (2021: 10.37 years).

23. Reserves

The following describes the nature and purpose of each reserve within equity

 
 Reserve                    Description and purpose 
 
 Share premium              Amount subscribed for share capital 
                             in excess of nominal value. 
 Merger reserve - Group     Represents the difference between 
                             the consideration paid for the 
                             acquisition of Windar Photonics 
                             A/S by the Company and the net 
                             book value of the assets and 
                             liabilities acquired. 
 Merger reserve - Company   Represents the difference between 
                             the fair value and the nominal 
                             value of the shares issued for 
                             the acquisition of Windar Photonics 
                             A/S. 
 Foreign currency reserve   Gains and losses on the retranslating 
                             the net assets from the functional 
                             currencies to the reporting currency 
                             of EUR. 
 Retained earnings          All other net gains and losses 
                             and transactions with owners 
                             (e.g. dividends) not recognised 
                             elsewhere. 
 

24. Short term leases

The Company has no leasing commitments with maturity longer than 6 months.

25. Warranty provision

 
                                        2022      2021 
                                         EUR       EUR 
 Provision at the beginning 
  of reporting period                 36,150    38,493 
 Provision charged to the profit 
  and loss account                     9,620   (2,358) 
 Utilised in year                          -         - 
 Foreign exchange rate movements           4        15 
                                     -------  -------- 
                                      45,774    36,150 
                                     -------  -------- 
 

The Group typically provides a two-year warranty period to customers on products sold. Warranty expenses/(income) charged to the Statement of Comprehensive Income amounted to EUR9,620 (2021: (EUR2,358)) corresponding to a warranty cost percentage of Nil % (2021: Nil%) relative to the prior two years revenue. However, d ue to the early business stage of the Group and the uncertainty following this the Group has adopted a policy to accrue a 4% provision based on the prior two years deliveries calculated with the cost of goods sold at the end of the period.

26. Holiday allowance provision

 
                                         2022      2021 
                                          EUR       EUR 
 Provision at the beginning 
  of reporting period                 131,877   129,879 
 Increase holiday allowance                 -         - 
  provision in year 
 Accrued interest                       2,857     1,949 
 Foreign exchange rate movements            -        49 
                                     --------  -------- 
                                      134,734   131,877 
                                     --------  -------- 
 

27. Related Party Transactions

Jørgen Korsgaard Jensen and Johan Blach Petersen are directors and shareholders of Wavetouch Denmark A/S (Wavetouch) and OPDI Technologies A/S (OPDI). Wavetouch has during the year rented office space from Windar Photonics A/S, the amount payable during the year to Windar was EUR32,261 (2021: EUR32,273). At the end of the year receivable amounts were outstanding from Wavetouch EUR81,628 (2021: EUR(193,173)). At the end of the year there were amounts outstanding to Jorgen Korsgaard Jensen EUR416 (2021: EUR77,280), Johan Blach Petersen EUR6,850 (2021: EUR 65,022) and Søren Høffer EUR33,536 (2021: EUR33,536). During the year Jorgen Korsgaard Jensen issued a loan to the company of EUR51,183 and subscribed new shares in the Company for an amount of EUR115,600. During the year Johan Blach Petersen subscribed new shares in the Company for an amount of EUR71,672. Further Pasinika Limited a significant shareholder in the Company, received a fee from the Company of EUR4,000.

Intercompany transactions

 
 At 31 December 2022 there exist an intercompany loan between 
  Windar Photonics PLC and its directly or indirectly held 
  subsidiaries Windar Denmark ApS and Windar Photonics A/S. 
  Windar Photonics PLC has a receivable at EUR183,579 (2021: 
  EUR 88,373 ) and interest added during 2022 amounts to 
  EUR3,136 (2021: EUR11,054) with Windar Photonics A/S and 
  Windar Denmark ApS. 
  The interest rate for 2022 is Bank of England base rate 
  + 2.5% p.a. (2021: Base rate + 2.5% p.a.). 
 

28. Controlling Parties

There is no ultimate controlling party of the Company.

29 Post balance sheet events and outstanding lawsuits

No material events have happened post balance sheet date and no outstanding lawsuits are ongoing at the end of the year or post balance sheet date.

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END

FR UUUARORUNAUR

(END) Dow Jones Newswires

June 13, 2023 02:00 ET (06:00 GMT)

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