25 September 2024
Directa
Plus plc
("Directa Plus" or
the "Company" or, together with its subsidiaries, the
"Group")
Half Year
Report for the Period Ended 30 June 2024
Directa Plus (AIM: DCTA), a leading producer
and supplier of graphene-based products for use in consumer and
industrial markets, announces its half year results for the six
months ended 30 June 2024.
Financial
highlights
·
|
Revenue €3.39m (H1 2023: €4.59m), decreased mainly
due to delayed commencement of some large contracts and strategic
refocusing on higher value contracts
|
·
|
Total income €3.45m (H1 2023: €4.73m)
|
·
|
Contribution margin* improved to 52% (H1 2023
44%), with measures in place to further improve
|
·
|
EBITDA loss** €1.81m (H1 2023:
€1.25m)
|
·
|
Loss before tax
€2.48m (H1 2023: €1.91m)
|
·
|
Cash at period end €0.93m (FY23: €2.39m), prior
to the proceeds from the recent capital raise received in early
July 2024. Cash at end August 2024: €6.06 million
|
·
|
Completed £6.9m capital raise in June 2024,
supporting the acquisition of the minority interests in Setcar and
financial resources to fund growth, invest in line with strategic
plan and accelerate the path to profitability
|
*
Contribution margin is a managerial metric calculated as (Revenue -
Direct variable costs) / Revenue
**EBITDA loss represents results from operating activities
before tax, interest, depreciation and
amortisation.
Target markets
progress
Environmental
remediation: 81% of period revenue (H1 2023: 71%)
·
|
In May 2024, increased holding in Setcar
subsidiary to 99.95% through the acquisition of a further 49% to
capitalise on future opportunities and to maximise returns for
shareholders
|
·
|
Planned restructuring of Setcar underway,
targeting the optimisation of the operations, significant cost
savings and a focus on higher margin contracts
|
·
|
Continued confidence in converting a strong
pipeline of opportunities in Environmental Remediation services
despite delays in the tender processes
|
·
|
Contract with Liberty Galati started at an
initially slower pace than expected, but continued to work to
optimise the technical solution
|
Textiles: 19%
of period revenue (H1 2023: 29%)
·
|
Slow start in the year due to temporarily
reduced sales from a major workwear customer
|
·
|
Consumer spending has slowed in the current
cost-conscious climate, impacting the European textile market in
the first half of FY24, affecting sales in the period
|
·
|
Strategic repositioning to serve growing
interest in high-tech electronic applications whilst protecting
existing customer base
|
Other
·
|
Large IP portfolio for a wide range of
applications, with a clear focus on converting opportunities with
more immediate commercial returns
|
·
|
Gipave® installed at the Imola Circuit for
Emilia-Romagna Grand Prix in May 2024 as part of the Formula 1
World Championship and chosen for an extensive resurfacing
operation in Rome ahead of the 2025 Jubilee
|
·
|
Substantial opportunities for applications in
graphene enhanced composites for the electronics
industry
|
·
|
Focus on customer led R&D to fully fund
ongoing activities
|
Giulio
Cesareo, Founder & CEO of Directa Plus, said:
"We are
experiencing shorter term headwinds, together with an extended
timeline for the award of a substantial tender for Setcar, such
that we now expect the Group's revenues in FY2024 will be
materially below market expectations*. Nevertheless, we believe we
are in a strong position to convert new material contracts from our
growing pipeline of opportunities, including for Setcar, and
benefit from a robust financial platform.
In line with
our strategic aim of strengthening our commercial capabilities to
drive growth, we are also focused on further reducing direct
production costs and restructuring Setcar to achieve short term
returns, with the aim of exiting FY2025 at a breakeven EBITDA run
rate."
*In so far as the Board is aware, prior to this announcement,
consensus market expectations for FY24 were for revenue of c. €17m,
adjusted LBITDA of c. €1m.
For further information please visit http://www.directa-plus.com/ or
contact:
Directa Plus
plc
|
+39 02 36714458
|
Giulio Cesareo, CEO
|
|
Giorgio Bonfanti, CFO
|
|
|
|
Cavendish
Capital Markets Limited (Nominated Adviser and Joint
Broker)
|
+44 131 220 6939
|
Neil McDonald
Adam Rae
|
|
|
|
Singer Capital
Markets (Joint Broker)
|
+44 20 7496 3069
|
Rick Thompson
Phil Davies
|
|
|
|
Alma Strategic
Communications (Financial PR and Adviser)
|
+44 20 3405 0205
|
Justin James
Hannah Campbell
Kinvara Verdon
|
directaplus@almastrategic.com
|
About Directa Plus
Directa Plus (www.directa-plus.com)
is one of the largest producers and suppliers of graphene-based
products for use in consumer and industrial markets. The Company's
graphene manufacturing capability uses proprietary patented
technology based on a plasma super expansion process. Starting from
natural graphite, each step of Directa Plus' production process -
expansion, exfoliation and drying - creates graphene-based
materials and hybrid graphene materials ready for a variety of uses
and available in various forms such as powder, liquid and
paste.
This proprietary production process
uses a physical process, rather than a chemical process, to process
graphite into pristine graphene nanoplatelets, which enables
Directa Plus to offer a sustainable, non-toxic product, without
unwanted by-products. Directa Plus' products are made of hybrid
graphene materials and graphene nano-platelets. The products
(marketed as G+®) have multiple applications due to its properties.
These G+® products can be categorised into various families, with
different products being suitable for specific practical
applications.
Directa Plus was established in 2005
and is based in Lomazzo (Como, Italy) and has been listed on the
AIM market of the London Stock Exchange since May
2016. The Company holds the Green
Economy Mark from London Stock Exchange which recognises companies
that contribute to the global green economy.
Chief
Executive Officer's statement
The Group made steady progress in the first
half of the financial year laying the foundations for future
growth. Notably, the Group completed the £6.9m capital raise in
June 2024, which supported the acquisition of the Group's increased
stake in Setcar to 99.5%, where we are seeing an increase in
opportunities, and which will also enable the Group to make
specific investments in new commercial and technical capabilities
and to deliver on the large pipeline of opportunities ahead,
providing confidence in our ability to deliver substantial returns
to shareholders. We believe that we remain in a strong position to
convert significant open opportunities into orders.
Following the acquisition of a further 49% in
Setcar, we immediately identified areas to improve performance as
we see great potential and are actively involved in restructuring
the subsidiary to provide the necessary framework and resources to
deliver growth and to materially improve profitability. This
includes enhancing its organisational structure, optimising
operations, and ensuring the availability of funds to support
upcoming contracts.
To further drive expansion, we will invest part
of the funds from the recent raise in strengthening our commercial
and technical capabilities, which will enable us to access new
markets and seize emerging opportunities.
In parallel, we are committed to further
reducing direct production costs and increase margins. We are
implementing new equipment in our production line that allows for
the substitution of argon gas with nitrogen. This change is
expected to yield material cost efficiencies and environmental
benefits in terms of sustainability due to the exploitation of a
highly common energy source generated internally. We expect to gain
margin and, in certain areas, align the selling price of our
products more competitively and facilitate entry into high-volume
markets.
Simultaneously, we are working to reduce our
cost base, and we have identified potential overhead efficiencies
amounting to more than €0.5 million annually, which will be fully
in place from 2025 onwards without compromising our
operations.
We remain focused on executing all four pillars
of our strategy - Process, Product, Time to Market and Partnerships
- in the key verticals, to ensure we can deliver the best quality
graphene at the best possible price in the most sustainable way,
whilst supporting the industrialisation of existing and new
vertical applications.
Looking ahead, whilst we have been prudent on
FY24, highlighting the anticipated impact on revenue for the full
year as a result of the continued delay in tender processes, the
Group's short-term priorities remain focused on reducing cash
consumption and enhancing profitability. We continue to work on the
conversion of the large pipeline of opportunities ahead and to
achieve a breakeven EBITDA run rate during our next financial
year.
Financial
performance
For H1 FY24, Directa Plus delivered revenues
of €3.39m, of which c. €2.74m (81%) from Environmental
remediation services and c. €0.65m (19%) from Textiles.
Revenue in the period is lower than the prior
comparable period (€4.59m) as a result of the delayed commencement
of some large contracts, but also our strategic focus on delivering
higher margins, value added services, cessation of low margin
contracts and laying the foundations for future growth. This action
has already resulted in an improvement of the Group's contribution
margin[1] which in the period
increased to 52% (44% in H1 2023).
The higher contribution margin partially offset
the reduction in revenue in the period, which led to a LBITDA of
€1.81m (€1.25 in H1 2023) and a loss for the period of €2.48m
(€1.91m in H1 2023).
The £6.9 million gross fundraise approved by
Shareholders at the end of June supported the acquisition of the
minority interests in Setcar and ensured that the Group has the
financial resources to fund its growth, invest in line with its
strategic plan and accelerate its path to profitability.
We are continuing to take steps to improve
revenue quality, increase sales, rationalise the cost base and
enhance our performance in the second half of the year and
beyond.
1Contribution Margin is a managerial metric calculated as
(Revenue - Direct variable costs) / Revenue
Increased
stake in Setcar to drive growth
Part of the fundraise supported the €1.5m
acquisition of an additional 49% in Setcar (to 99.95%), the Group's
environmental subsidiary, and to invest in select capital equipment
and personnel to accelerate the adoption of our proven
nanomaterial-based solutions and products. To complete the final
payment for the acquisition of our stake in Setcar, Directa Plus
had previously entered into a short term €1 million loan agreement
with Nant Capital LLC, which was repaid immediately following the
capital raise, and the Board would like to thank its shareholder
for its ongoing support.
The opportunity to acquire a larger stake in
Setcar, alongside its growing pipeline of opportunities, was
compelling to us. Whilst this impacts profitability in the shorter
term, it gives the Group full control to drive efficiencies in
Setcar and to create a better platform to expand the Environmental
business internationally, which we believe is in the best interests
of our shareholders.
As detailed above, we are in the process of
restructuring Setcar to focus on high value contracts and on the
business of Grafysorber based products and services, and will
invest in both equipment and people to support international
expansion. Investment in equipment will enable the Group to
accelerate the delivery of new products and remediation services
using Grafysorber. We have also identified areas where we will
strengthen the team with key personnel and professional support to
deliver the higher value contracts and expand sales of
Grafysorber.
Review of
Operations
Environmental
(81% of revenue)
The Environmental division continues to be the
biggest source of Group's revenue and in recent years we have
secured some significant new contracts globally thanks to our
well-proven and unique Grafysorber® technology. It is a hybrid
graphene-based solution for treating water sludges and emulsions
containing hydrocarbons and is at least five times more effective
than current technologies - absorbing more than 100 times its own
weight of oil-based pollutants which may then be
recovered.
The Group's environmental remediation
activities are principally carried out through Setcar, which has
great market potential where we see an exciting opportunity to take
further control of the environmental supply chain and capture
maximum value from the commercial offering made possible by our
Grafysorber® technology. Through integration with Setcar,
Grafysorber® has been developed over the past few years, resulting
in the opportunity to secure larger contracts where we have
identified multiple market opportunities and international
expansion for this division. We have a substantial and growing
pipeline of opportunities and we have open discussions with
potential clients in Europe, Asia, Middle East and US that - at
different stages - are looking with interest to our technology and
could generate significant value for the Group.
During the period, Setcar renewed its contract
with FORD Otosan, an automotive business in Romania owned by Ford
Motor Company, for the fifth time, to deliver Total Waste
Management Services (TWM) for a total contract value of €1.9m.
Since the first contract was signed with FORD Otosan in 2020, the
annual contract value has now increased by a total of c.
46%.
The contract with Liberty Galati, to provide a
solution for the treatment of oily mills scale produced in the
manufacturing of steel, has started albeit at an initially slower
pace than expected, but in the period we have continued to work to
optimise our technical solution and are preparing to fulfil the
services at the proper speed and quality.
As detailed above, in parallel, we are further
improving the competitiveness of our Grafysorber® solutions through
specific investments in our production line, substituting argon gas
with nitrogen as the main energy source that will reduce direct
productions costs and deliver enhanced absorption.
Textiles (19%
of revenue)
Consumer spending has slowed in the current
cost-conscious climate, impacting the European textile market in
the first half of FY24. In parallel, we also experienced a
temporary slowdown in sales to a major workwear client that we
expect to be recovered in the near future. As a result, our
textiles vertical experienced a slowdown in revenues during this
period. However, we have continued to develop opportunities in
defence and workwear applications, where we see great potential,
and to deepen our presence in the luxury textile market where we
still see strong demand and interest from well-known brands in the
development of innovative, technical new products to add to their
collections.
Notwithstanding this, we remain confident in
our ability to continue to evolve the business internationally, not
only in Europe but also in the US and UK. This is demonstrated by
our collaboration with Heathcoat Fabrics, a revered leader in the
design and manufacture of advanced knitted and woven fabrics, in
the UK announced in March 2024. Heathcoat Fabrics will integrate
Directa Plus' G+® Planar Thermal Circuit technology into its
portfolio to provide excellent thermal dissipation properties,
helping to control and regulate the user's body temperature (test
results have demonstrated up to >60% improvements in heat
dissipation).
Whilst protecting our existing customer base,
we are increasing our strategic focus within textiles to serve
growing interest in high technology electronic applications, where
the thermal conductivity and antimicrobial properties of our G+®
graphene are well appreciated.
Additional
industrial verticals
We are currently prioritising our efforts in
the industrial verticals where we anticipate returns in the nearer
term. We have developed a number of solutions that are ready to be
sold on the market, such Gipave® for asphalts.
The asphalt applications of Directa Plus's G+
graphene technology have great potential, and the product developed
with Iterchimica, GiPave® provides exceptional results in terms of
increased durability and a reduced carbon footprint. During the
period we made further steps forward with GiPave® and were proud to
announce the installation of GiPave® at the Imola Circuit for
Emilia-Romagna Grand Prix in May 2024 as part of the Formula 1
World Championship, making it the first circuit to feature green,
sustainable and high-tech asphalt utilising graphene and recycled
plastics. The Group also achieved further important recognition in
May as GiPave® was chosen for an extensive resurfacing operation in
Rome, ahead of the 2025 Jubilee. By integrating our advanced
materials into real-world applications, we are paving the way
towards more sustainable infrastructure solutions
globally.
In parallel, all R&D activities are now
paid for by our partners in order to fully fund ongoing activities.
We are active and exploring a range of collaborations across
additional industrial verticals, including some open collaborations
and joint developments in the electronics sector.
Intellectual
Property
As at August 2024, the Group's patent portfolio
comprised 106 patents granted and 33 pending, grouped into 22
patent families. This has increased from 86 patents granted and 39
pending, in December 2023. The Board sees significant value in this
portfolio, which covers a wide range of processes and applications.
Discussions on licensing contracts are ongoing with potential for
further patent applications and awards in 2024.
Outlook
The extended timeline for the award of a
substantial tender in Romania being sought by Setcar is, alongside
the impact of some shorter-term delays to on-going business,
expected to adversely impact the Group's financial performance in
FY2024. As a result, the Group's revenues in FY2024 are now
anticipated to be approximately €7 million, materially below
current market expectations which had, in particular, assumed an
earlier tender award.
Despite these shorter-term impacts, we are
seeing increasing traction in graphene technology and its
applications globally and I am confident we have the right strategy
and team in place to capture this growing market demand. Bolstered
by the successful capital raise in the half, with a more efficient
organisational structure, we are well positioned to make specific
investments in new commercial and technical capabilities and to
deliver on the large pipeline of opportunities, in particular in
Romania where the Board remains confident that the tender will be
finalised in the coming months.
Giulio Cesareo
Chief Executive Officer
24 September 2024
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME
For the six
months ended 30 June 2024
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
In
Euro
|
|
30-Jun-24
|
30-Jun-23
|
31-Dec-23
|
|
|
Continuing operations
|
|
|
|
|
|
|
Revenue
|
|
3,390,904
|
4,591,757
|
10,530,395
|
|
|
Other income
|
|
56,077
|
134,188
|
332,963
|
|
|
Changes in inventories of finished
goods and WIP
|
|
112,803
|
80,604
|
(247,961)
|
|
|
Raw materials and consumables
used
|
|
(1,450,358)
|
(2,247,739)
|
(5,350,490)
|
|
|
Employee benefits
expenses
|
|
(2,329,530)
|
(2,236,100)
|
(4,444,577)
|
|
|
Depreciation and
amortisation
|
|
(590,390)
|
(624,757)
|
(1,270,193)
|
|
|
Other expenses
|
|
(1,594,718)
|
(1,572,167)
|
(3,734,813)
|
|
|
Results from operating activities
|
|
(2,405,212)
|
(1,874,214)
|
(4,184,676)
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
24,843
|
52,901
|
72,270
|
|
|
Finance expenses
|
|
(94,704)
|
(86,860)
|
(194,660)
|
|
|
Net
finance costs
|
|
(69,861)
|
(33,959)
|
(122,390)
|
|
|
|
|
|
|
|
|
|
Loss before tax
|
|
(2,475,073)
|
(1,908,173)
|
(4,307,066)
|
|
|
Tax (expense)/income
|
|
-
|
4,969
|
31,718
|
|
|
Loss after tax from continuing operations
|
|
(2,475,073)
|
(1,903,204)
|
(4,275,348)
|
|
|
Loss of the period
|
|
(2,475,073)
|
(1,903,204)
|
(4,275,348)
|
|
|
Other Comprehensive income items that will not be
reclassified to profit or loss
|
|
|
|
|
|
|
Defined Benefit Plan re-measurement
gains and losses
|
|
16,700
|
(834)
|
(10,769)
|
|
|
Other comprehensive expense for the period (no tax
impact)
|
|
(16,700)
|
(834)
|
(10,769)
|
|
|
Total comprehensive expense for the period
|
|
(2,458,373)
|
(1,904,038)
|
(4,286,117)
|
|
|
Loss attributable to
|
|
|
|
|
|
|
Owner of the Parent
|
|
(2,473,897)
|
(1,851,444)
|
(3,856,103)
|
|
|
Non-controlling interests
|
|
(1,176)
|
(51,760)
|
(419,245)
|
|
|
|
|
(2,475,073)
|
(1,903,204)
|
(4,275,348)
|
|
|
|
|
|
Total comprehensive expense attributable to:
|
|
|
|
|
|
|
Owners of the Company
|
|
(2,457,197)
|
(1,852,278)
|
(3,866,872)
|
|
|
Non-controlling interests
|
|
(1,176)
|
(51,760)
|
(419,245)
|
|
|
|
|
(2,458,373)
|
(1,904,038)
|
(4,286,117)
|
|
|
Loss per share
|
|
|
|
|
|
|
Basic loss per share
|
2
|
(0.04)
|
(0.03)
|
(0.06)
|
|
|
Diluted loss per share
|
2
|
(0.04)
|
(0.03)
|
(0.06)
|
|
CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
As at 30 June
2024
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
In
Euro
|
30-Jun-24
|
30-Jun-23
|
31-Dec-23
|
|
|
Assets
|
|
|
|
|
|
Intangible assets
|
1,343,561
|
1,556,023
|
1,436,684
|
|
|
Investments
|
-
|
-
|
-
|
|
|
Property, plant and
equipment
|
2,971,801
|
3,445,149
|
3,290,809
|
|
|
Other receivables
|
161,303
|
69,352
|
162,923
|
|
|
Non-current assets
|
4,476,665
|
5,070,524
|
4,890,416
|
|
|
Inventories
|
1,033,496
|
1,437,610
|
881,450
|
|
|
Trade and other
receivables
|
5,767,883
|
3,438,591
|
4,396,748
|
|
|
Cash and cash equivalent
|
927,417
|
4,241,161
|
2,393,303
|
|
|
Current assets
|
7,728,796
|
9,117,362
|
7,671,501
|
|
|
Total assets
|
12,205,461
|
14,187,886
|
12,561,917
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Share capital
|
249,613
|
205,469
|
205,469
|
|
|
Share premium
|
42,083,313
|
39,181,789
|
39,181,789
|
|
|
Foreign Currency Translation
Reserve
|
(39,911)
|
(45,151)
|
(44,902)
|
|
|
Retained Earnings
|
(36,879,266)
|
(31,893,194)
|
(33,882,143)
|
|
|
Equity attributable to owners of Group
|
5,413,749
|
7,448,913
|
5,460,213
|
|
|
Non-controlling interests
|
83,162
|
1,490,674
|
1,121,911
|
|
|
Total equity
|
5,496,911
|
8,939,587
|
6,582,124
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Loans and borrowings
|
1,145,067
|
1,894,125
|
1,528,108
|
|
|
Lease liabilities
|
127,877
|
237,240
|
183,056
|
|
|
Employee benefits
provision
|
236,137
|
389,702
|
357,520
|
|
|
Other payables
|
63,982
|
64,158
|
64,014
|
|
|
Deferred tax liabilities
|
-
|
28,050
|
-
|
|
|
Non-current liabilities
|
1,573,063
|
2,613,275
|
2,132,698
|
|
|
Loans and borrowings
|
1,764,111
|
418,875
|
742,904
|
|
|
Lease liabilities
|
137,322
|
265,506
|
206,509
|
|
|
Trade and other payables
|
3,218,801
|
1,950,643
|
2,856,835
|
|
|
Provision
|
15,253
|
-
|
40,847
|
|
|
Current liabilities
|
5,135,487
|
2,635,024
|
3,847,095
|
|
|
Total liabilities
|
6,708,550
|
5,248,299
|
5,979,793
|
|
|
Total equity and liabilities
|
12,205,461
|
14,187,886
|
12,561,917
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CASH FLOW
For the six
months ended 30 June 2024
|
(Unaudited)
|
(Unaudited)
|
Audited
|
In Euro
|
30 Jun 2024
|
30 Jun 2023
|
31 Dec 2023
|
Cash flows from operating activities
|
|
|
|
Loss for the period before
tax
|
(2,475,073)
|
(1,908,173)
|
(4,307,066)
|
Adjustments for:
|
|
|
|
Depreciation
|
374,796
|
407,484
|
817,611
|
Amortisation of intangible
assets
|
215,594
|
217,273
|
452,582
|
Disposal loss on tangible
assets
|
-
|
27,889
|
24,014
|
Share-based payment
expense
|
(76,741)
|
28,928
|
54,573
|
Finance income
|
(24,843)
|
(52,901)
|
(72,270)
|
Finance expense
|
90,425
|
81,273
|
175,350
|
Interest of lease
liabilities
|
4,279
|
5,587
|
19,310
|
|
(1,891,563)
|
(1,192,640)
|
(2,835,896)
|
(Increase)/decrease
in:
|
|
|
|
- inventories
|
(152,046)
|
(315,698)
|
240,461
|
- trade and other receivables,
prepayments
|
1,808,878
|
677,623
|
(374,105)
|
- trade and other
payables
|
124,963
|
(178,957)
|
712,208
|
- provisions and employee
benefits
|
(110,955)
|
(175,170)
|
(224,170)
|
- Other provision
|
(25,594)
|
(190,997)
|
(150,150)
|
Net
cash used in operating activities
|
(246,317)
|
(1,375,839)
|
(2,631,652)
|
Cash flows from investing activities
|
|
|
|
Interest received
|
5,712
|
10,698
|
46,108
|
Acquisition of 48.95%
Setcar
|
(1,500,759)
|
-
|
-
|
Investment in intangible
assets
|
(122,470)
|
(97,569)
|
(213,538)
|
Acquisition of property, plant and
equipment
|
(55,789)
|
(19,370)
|
(271,281)
|
Net
cash used in investing activities
|
(1,673,306)
|
(106,241)
|
(438,711)
|
Cash flows from financing activities
|
|
|
|
Interest paid
|
(84,186)
|
(71,886)
|
(159,225)
|
New borrowings
|
1,000,000
|
670,155
|
945,278
|
Repayment of borrowings
|
(361,834)
|
(502,973)
|
(820,084)
|
Repayment of lease
liabilities
|
(124,366)
|
(131,582)
|
(244,762)
|
Net
cash (used in)/ from financing activities
|
429,614
|
(36,286)
|
(278,793)
|
Net
(decrease) in cash and cash equivalent
|
(1,490,009)
|
(1,518,366)
|
(3,349,156)
|
Exchange (losses)/gains on cash and cash
equivalent
|
24,122
|
31,759
|
14,691
|
Cash and cash equivalents at beginning of the
period
|
2,393,303
|
5,727,768
|
5,727,768
|
Cash and cash equivalents at end of the
period
|
927,416
|
4,241,161
|
2,393,303
|
NOTES TO THE
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the 6
months ended 30 June 2024
1. Basis of
preparation
(a) Statement
of compliance
The financial information contained in this
announcement does not constitute statutory financial statements
within the meaning of Section 435 of the Companies Act
2006.
The financial information for the six months
ended 30 June 2024 is unaudited. In the opinion of the Directors,
the financial information for the period fairly represents the
financial position of the Group. Results of operations and cash
flows for the period are in accordance with international
accounting standards in conformity with the requirements of the
Companies Act 2006. The accounting policies, estimates and
judgements applied are consistent with those disclosed in the
Group's statutory financial statements for the year ended 31
December 2023. The interim condensed consolidated financial
statements do not include all the information and disclosures
required in the annual financial statements and should be read in
conjunction with the full annual report for the year ended 31
December 2023.
All financial information is presented in Euro,
unless otherwise disclosed.
The Directors of the Company approved the
financial information included in these Interim condensed
consolidated financial statements on 24 September 2024.
(b) Basis of
measurement
The financial statements have been prepared on
the historical cost basis unless otherwise stated.
(c) Functional
and presentation currency
These financial statements are presented in
Euro ('€') and is considered by the Directors to be the most
appropriate presentation currency to assist the users of the
financial statements. The functional currency of the Company and
Italian operating subsidiary is Euro ('€'). The functional currency
of the Romanian subsidiary is RON.
(d) Going
concern
The Group meets its working capital
requirements through the receipt of revenues from the provision of
its services and sale of products mainly in Europe, the management
of capital and operating expenditure, the working capital and other
borrowing facilities available to it and from the issue of equity
capital.
The conflict in Ukraine and Middle East, high
inflation and increased interest rates by the Central Banks have
been an additional cause of uncertainty over the macro-economic
outlook, affecting both the political and business environments.
These events have had a significant impact on global economies and
markets, and on the operations and operational funding of companies
experiencing widespread inflationary cost pressures and supply
chain disruption.
The Directors believe that the Group has the
systems and protocols in place to address the challenges, however
at the date of release of these interim results it is not clear how
long the current circumstances are likely to last and what the
long-term impact will be.
As of 30 June 2024, the Group had net assets of
€5.50m (31 December 2023: €6.58m) and cash and cash equivalent of
€0.93m (31 December 2023: €2.39m). On 11 June 2024 the Group
announced the launch of a fundraise of £6.9 million, by way of a
placing and subscription, to fund the acquisition of the minority
interests of its subsidiary Setcar and to sustain the expected high
growth of the business. The capital raise was effective after the
shareholders' approval at a General Meeting held on 27 June 2024.
The additional funds from the capital raise have been received by
the Company during the first days of July, therefore the cash and
cash equivalents shown in the balance sheet as of June 2024 still
do not reflect the new funds.
The Directors prepared a cash flow forecast for
the Group and the Parent Company for the period to December 2025 to
assess if there is sufficient liquidity in place to support the
plan and strategy for the future development of the Group. This
forecast showed that the Group and the Parent Company will have
sufficient financial headroom for the entire forecast period if
reasonably plausible downside scenario do not occur.
In addition, the Directors, in formulating the
plan and strategy for the future development of the business,
considered reasonably plausible downside scenarios including
reductions in forecast revenues and gross margin. Under those
stressed scenarios, that assume material reductions in margins
compared to current trading over the next 18 months, the Group
could exhaust its cash resources before December 2025, and
therefore be required to raise additional funding which is not
guaranteed.
These events or conditions indicate that a
material uncertainty exists that may cast significant doubt on the
Group and Parent Company's ability to continue as going concern and
therefore, the Group and the Parent Company may be unable to
realise their assets or discharge their liabilities in the normal
course of business. The Directors review regularly updates to the
scenario planning such that it can put in place mitigating actions
and maintain the viability of the company and will keep
stakeholders informed as necessary.
The Directors have concluded that it is
appropriate to adopt the going concern basis of accounting in the
preparation of the financial statements. The financial statements
have therefore been prepared on the going concern basis.
2.
Share capital and share premium
|
Number of
shares
|
Share capital
(€)
|
Share premium
(€)
|
At
31 December 2023
|
66,057,649
|
205,469
|
39,181,789
|
Shares issued on 28 June
2024
|
14,954,048
|
44,144
|
3,134,249
|
Expenses related the issuance of
shares on 28 June 2024
|
-
|
-
|
(232,725)
|
At
30 June 2024
|
81,011,697
|
249,613
|
42,083,313
|
Shares issued on 1 July
2024
|
23,407,058
|
69,004
|
4,899,284
|
On 27 June 2024 the Shareholders'
General Meeting of Directa Plus plc approved the issuance of a
total of nr. 38,361,106 new shares at a price of £0.18 per share.
The capital raise was split into two tranches:
- Nr.
14,954,048 new shares were issued on 28 June 2024, for total gross
proceeds of € 3,178,393, and
- Nr.
23,407,058 new shares were issued on 1 July 2024, for total gross
proceeds of additional € 4,968,289
In total, the capital raise
generated gross proceeds of €8,146,682, which were fully received
by the Company after the reporting period, in July 2024.
Consequently, the financial statements as of June 2024 reflect only
the issuance of the first tranche of shares on 28 June 2024, and
the cash position does not include any of the proceeds as they had
not yet been collected at that time.
3.
Earnings Per Share
The earnings per share have been
calculated using the weighted average of ordinary shares. The
Company was loss making for all periods presented. Therefore, the
dilutive effect of share options has not been taken account of in
the calculation of diluted earnings per share, since this would
decrease the loss per share for each of the period
reported.
|
Change in number of ordinary
shares
|
Total number of ordinary
shares
|
Days
|
Weighted number of ordinary
shares
|
-At 31 December 2021
|
4,857,539
|
66,032,126
|
365
|
61,380,599
|
-At 31 December 2022
|
25,523
|
66,057,649
|
365
|
66,053,593
|
-At 31 December 2023
|
-
|
66,057,648
|
365
|
66,057,649
|
At 30 June 2024
|
14,954,048
|
81,011,697
|
182
|
66,304,144
|
Earnings per share
|
|
|
|
|
30 Jun 2024
|
30 Jun 2023
|
31 Dec 2023
|
Loss for the year
|
(2,473,897)
|
(1,851,444)
|
(3,856,103)
|
Weighted average number of
shares:
|
|
|
|
-
Basic
|
66,304,144
|
66,057,649
|
66,057,649
|
-
Diluted
|
67,332,327
|
67,473,141
|
67,052,006
|
Loss per share
|
|
|
|
-
Basic
|
(0.04)
|
(0.03)
|
(0.06)
|
-
Diluted
|
(0.04)
|
(0.03)
|
(0.06)
|
-ends-