27 December 2024
Gelion plc
("Gelion", "Company" or the "Group")
Final results to 30 June
2024
A strong year in which
Gelion delivered on all major set milestones while proactively
managing costs
Gelion (AIM: GELN), the global
energy storage innovator, announces its audited final results for
the year ended 30 June 2024.
FY24 operational highlights
·
|
Acquired and integrated OXLiD Ltd
(OXLiD), strengthening the Group's position in lithium-sulfur
(Li-S) technology and establishing a presence in the UK and
relationships with leading universities and
organisations.
|
·
|
Signed Joint Development
Agreements (JDAs) with Glencore and Ionblox, one of the key pillars
of Gelion's strategy to advance the commercialisation of the
Group's next-generation battery technologies.
|
·
|
Strengthened leadership team with
prior experience from Panasonic and OXIS adding capabilities to the
LiS team.
|
FY24 financial highlights
·
|
Total income of £2.0m (2023:
£2.1m) in R&D tax incentives and grant income, aligned with
market expectations.
|
·
|
Adjusted EBITDA loss reduced to
£4.8m, down 18% from the previous year and 13% below market
projections.
|
·
|
Gelion's pro forma cash and cash
equivalents, including R&D tax incentives, at 30 June 2024
amounted to £5.4m (2023: £9.2m).
|
·
|
Adjusted loss after tax £6.3m
(2023: £7.1m).
|
·
|
Implemented cost management
initiatives, achieving approximately £1.1m in savings despite
additional operating expenses from the OXLiD
acquisition.
|
Post period highlights
·
|
Achieved a breakthrough 402 Wh/kg
energy density with Gelion's GEN 3 Li-S technology, making it over
60% lighter than a comparable lithium-ion battery.
|
·
|
Secured funding for a programme to
support the optimisation of commercial pathways for our Battery
Recycling IP.
|
·
|
Launched an Integration Solutions
division, with an initial £1 million commercial order, with revenue
and margin to be recognised in FY25.
|
·
|
Awarded a c.£2.5m grant by
the Australian Renewable Energy Agency ("ARENA") as
matched funding to implement its Advanced Commercial Prototyping
Centre ("ACPC") Project ("Project") in Sydney to produce and
optimise its next generation GEN 3 Lithium Sulfur (Li-S) and
Silicon Sulfur (Si-S) battery technologies and provide these for
test and validation by prospective global partners and
customers. The Project will commence upon Gelion securing its
appropriate co-funding.
|
·
|
Successfully completed a capital
raise round in December 2024, securing £1.7m from existing and new
investors.
|
John Wood, CEO of Gelion,
commented: "We made
significant progress across all our
strategic priorities in FY24, successfully delivering on every
major milestone we set, driving both growth and operational
efficiency, while maintaining a disciplined approach to cost
management. We have made notable strides in expanding Gelion's
technological capabilities, strengthening our position in key
markets, and advancing important partnerships. This, combined with
the launch of our Integration Solutions business post-period end,
where we secured a £1 million commercial order, with revenue and
margin expected to be recognised in the first half of 2025,
positions us well for the future. Our balance sheet has since been
further strengthened following the successful £1.7m fundraise, and
I would like to thank both new and existing shareholders for their
support in making this possible."
Annual Report
Copies of the Annual Report and
other documents can be viewed and downloaded from the Company's
website: https://gelion.com/investors/documents-notices/.
CONTACTS
Gelion plc
John Wood, CEO
Amit Gupta, CFO
Thomas Maschmeyer, Founder and
Principal Technology Advisor
|
via Alma
|
Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)
|
+44 207 220
0500
|
Corporate Finance
Neil McDonald
Seamus Fricker
Adam Rae
Sales
Louise Talbot
|
|
Oberon (Joint
Broker)
Nick Lovering
Mike Seabrook
|
+44 20 3179
5300
|
Alma Strategic Communications (Financial PR Adviser)
Justine James
Hannah Campbell
Will Ellis Hancock
|
+44 20 3405
0205
gelion@almastrategic.com
|
About Gelion
Gelion ("gel: ion") is a global
energy storage innovator, supporting the transition to a more
sustainable economy by commercialising two globally important next
generation technologies: Lithium-Sulfur (LiS) and Zinc-based (Zn)
hybrid cells to electrify mobile and stationary applications.
Gelion plc (the Group) is listed on the London Stock Exchange's
Alternative Investment Market and wholly owns Australia based
Gelion Technologies Pty Ltd and UK based OXLiD Ltd. Gelion is
designing and delivering innovative battery technologies and
integrated systems solutions to enable that transition and return
value for its customers and investors.
Lithium Sulfur
Gelion's effort is directed at the
potential for the Li-S chemistry to deliver double the gravimetric
energy density of standard Lithium-ion chemistries whilst
concurrently reducing cost and increasing safety, targeting the EV
and e-aviation market, helping to make global transport, energy
consumption and storage more sustainable.
Gelion is developing a GEN 3
Lithium Sulfur cell product for its high energy density sulfur
cathode at its expanded R&D facilities in Australia and UK,
enabling it to integrate with a variety of anodes ranging from
graphite to silicon to lithium metal, depending on the targeted
application.
Gelion's GEN 3 cell is unlocking
the potential of sulfur batteries for a wide range of global mobile
applications including electrical vertical-take-off-and-landing
(eVTOL), drone markets, electric vehicles (EVs) and stationary
energy storage (ESS).
Advantages of Gelion's GEN 3 Lithium Sulfur
·
|
High energy density - Energy density > 400 Wh/kg, when using a 10+ Ah
pouch cell.
|
·
|
Semi-solid-state as a route to increased longevity/cycle
life: GEN 3 employs a
semi-solid-state mechanism, maintaining the sulfur-based cathode
materials in the cathode, preventing their diffusion into the
electrolyte and diminishing associated battery degradation caused
by reactive polysulfides. This approach mitigates the major
degradation factor associated with conventional Li-S
technology.
|
·
|
Increased sulfur utilisation: GEN 3 demonstrates the full theoretical capacity of
sulfur, i.e. a much higher sulfur utilisation than found in
conventional Li-S approaches.
|
·
|
Simplified supply chain: The innovative cathode is produced by mixing
commercially available materials with abundant sulfur using a
low-energy, room-temperature process, with potential to eliminate
the need for pre-fabrication of the sulfur composite (sulfur
composite is related to cathode active material in conventional
lithium-ion batteries), streamlining the associated supply chain
and production process and enabling localised
manufacturing.
|
·
|
Environmental and economic
benefits: The water-based,
standard-atmosphere cathode production process eliminates the need
for toxic solvents, leading to significant cost savings and
enhanced manufacturability.
|
Glossary
1MPa
|
This level of pressure replicates
real-world pressure conditions inside batteries and is crucial for
ensuring the durability, efficiency, and performance of the
separator in practical applications.
|
Ah
|
Ampere hours. A measure of
capacity stored in the cell. The larger the number the higher the
capacity.
|
Energy density (Wh/kg)
|
The ratio of energy stored per
unit weight i.e. Watt-hours per kilogram. The higher the number the
lighter the battery.
|
Pouch cell
|
An industry standard format of a
battery which comprises a flat pouch-shaped design with a
multi-layered laminate structure.
|
Solid-to-solid
conversion
|
A low or polysulfide-free
conversion of sulfur within the cathode. Polysulfides are a
dissolved form of sulfur that is corrosive and reduces cycle life
in traditional lithium-sulfur batteries. Solid-to-solid conversion
helps mitigate the formation of these polysulfides.
|
Semi-solid state as a route to
increased longevity/cycle life:
|
Gelion's GEN 3 technology can
employ a semi-solid-state mechanism, maintaining the sulfur-based
cathode materials in the cathode, preventing their diffusion into
the electrolyte and diminishing associated battery degradation
caused by reactive polysulfides. This approach mitigates the major
degradation factor associated with conventional Li-S
technology.
|
Solid state separator
|
A solid-state separator is a solid
material that separates the anode and cathode in a battery,
enabling ion transfer while preventing short circuits enhancing
battery safety, supports higher energy densities, and allows stable
use of a lithium metal anode, increasing capacity and
lifespan.
|
Cycle life
|
The number of full charge and
discharge cycles a battery can complete before its capacity falls
below a specified level, typically 80% of the original capacity.
Higher cycle life indicates longer-lasting performance.
|
Zinc
Gelion is adapting its zinc
technology to comprise an alternate cathode technology, a zinc
hybrid cell to develop complementary next-generation batteries for
the lead-acid eco-system. Early testing indicates that this
solution has the potential to maintain good energy density levels
with enhanced cost and safety aspects. Once fully developed, Gelion
intends for our zinc technology to provide a durable and
sustainable market extension within the ecosystem that supports
lead-acid batteries.
Recycling
Gelion is pioneering an innovative
battery recycling technology designed to enhance and supplement
current recycling methods. Our technology aims to significantly
reduce the initial costs of recycling plants, minimize waste, and
lower carbon emissions, while improving the purity of metal
products and enabling efficient lithium extraction. This
advancement will allow for a broader range of scrap materials to be
recycled. Currently in the feasibility stage, Gelion is committed
to advancing our technology to a pilot-scale demonstration, paving
the way for commercialisation through material production and IP
licensing.
Integration Solutions
Gelion leverages its significant
integration and BMS capability to deliver bespoke BESS for
Australian customers. These BESS are currently based on lithium-ion
technology and will also include Gelion's next-generation batteries
as these become available. Gelion will deploy BESS with our
proprietary cloud-based battery monitoring system, which will
provide real-time diagnostics and alerts to maximise performance
and return on investment for our customers.
Chair statement
Over the past year, Gelion has
made material technical progress, laying crucial groundwork for
commercialisation under its experienced leadership team.
Gelion's growing strategic and
commercial relationships/collaborations mean it is well positioned
to bring its solutions to market. In 2024, the Company delivered on
its technological development plan and achieved important
milestones on energy density and production processes, which will
allow it to develop a cost-effective product that stands out in the
dynamic field of energy storage solutions.
Advancing next generation energy storage
solutions
In 2024, Gelion delivered on its
strategic ambitions: building on its strong IP in lithium- sulfur
(Li-S) to develop the next generation of safe, scalable and
sustainable energy storage solutions. I am pleased that Gelion has
achieved its energy density targets with materials and
manufacturing processes that are suitable for commercial
production. This will enable the Group to pursue licensing and
contract manufacturing opportunities to scale up over the coming
years.
Credit goes to Gelion's talented
team across all disciplines, who have done phenomenal work-while
bridging time zones and deepening collaboration between the team in
Australia and new team members in the UK. The Board would like to
thank everyone at Gelion for their hard work. Under the CEO's
leadership, the entire team has gone above and beyond this past
year and helped to drive both the Group's technological and
commercial progress.
The Company recently completed a
capital raise round raising £1.7 million from existing and new
investors which will provide additional working capital to the
business. The Company will need to secure additional capital by
June 2025 which it aims to do by securing a strategic investor to
co-fund the Australian government grant and the working capital of
the business.
Honing Gelion's focus in Li-S
Gelion is firmly focused on where
its expertise is strongest and has built on its leading position in
Li-S battery chemistry. It has accelerated its Li-S technology
development, aided by the successful integration of OXLiD, with its
strengthening partnership with Ionblox enabling Gelion to take its
technology to the next level. The team believes that combining
Gelion's sulfur-based cathode and electrolyte with Ionblox's
silicon anode provides an exciting path towards a superior battery
that is capable of being utilised in a range of critical
applications.
Crucially, Gelion is not
developing its technology in a vacuum and recognises need for its
technology
development to be driven by market
needs. To this end, the Group has created a business integration
division, which builds customer relationships and routes to market
by delivering turnkey stationary storage systems to customers. This
strategy not only generates near-term sales income and strengthens
customer relationships, but also fosters commercial delivery into
the culture of the Group. This will be pivotal in accelerating the
adoption of Gelion's own battery cell technology when ready. The
signing of the first major contract during 2024 demonstrates how
this business area can play an important role in Gelion's
commercial strategy.
Gelion owns additional
technologies in Zinc and battery recycling. The Board recognises
the inherent value in these assets and seeks to realise this
through independent investment, reducing capital requirements and
allowing the team to maintain its focus on its core sulfur-based
battery activities.
Developing new partnerships
Over the past year, Gelion has
also received growing support from the UK and Australian
governments, to develop Li-S and recycling technologies, and
advance its prototype production capabilities. It is a testament to
its cutting-edge technology that Gelion has been successful in
gaining strong government backing, which has been subject to
detailed due diligence. This underlines the Group's important role
in delivering crucial technologies for net zero, facilitating the
decarbonisation of sectors from agriculture to mining to
transport.
Gelion's new partnership with
Glencore is further evidence of its accelerated commercialisation
strategy. It gives Gelion access to Glencore's expertise in battery
materials while exploring the use of battery technologies for
stationary, off-grid and mobile applications. Most importantly, it
once again shows that Gelion is not developing technology in
isolation. Partnerships like this are key to eventually bringing
its own next-generation products to market.
Building a bright future
As a result of the milestone
achievements in the year, Gelion is in a position to meaningfully
pursue partnerships to commercialise its technology, developing
best-in-class battery cells for the applications of tomorrow. The
Group is strongly positioned as a global leader in Li-S technology,
which will play a fundamental role in the next generation of
battery storage. Gelion will further develop relationships with
strategic manufacturers to bring its technologies to market and I
am confident that, with discipline and determination, Gelion will
succeed in its ambitions in 2025 and beyond.
Dr Steve Mahon
Chairman
Chief executive statement
2024 was a strong year for Gelion,
during which we made significant progress across all our strategic
priorities.
We delivered on all major set
milestones and have grown the Group while proactively managing
costs. Our operations are now more effective as a result of the
increased focus on pre-commercialisation.
Highlights for the past year
include:
·
|
Successfully acquiring and
integrating OXLiD to expand our position in lithium-sulfur (Li-S)
chemistry.
|
·
|
Advancing our technological
development while optimising cell design towards alignment with
manufacturing processes and achieving our energy density
targets.
|
·
|
Signing new joint development
agreements (JDAs) with Glencore and Ionblox which aid toward
commercialisation of our next-generation battery
technologies.
|
·
|
Launching the Integration
Solutions business with a commercial order of £1 million, with
revenue and margin to be recognised in H1 2025 (FY25).
|
Advancing towards commercialisation
It has been inspiring to be part
of Gelion's development over the past year. My focus as CEO is on
driving our strategy forward and leading our teams toward
developing our global collaborations and commercial partnerships
while ensuring our technological development remains on
track.
Since January 2024, we have
successfully integrated our teams in the UK and Australia to
advance our technology platform while strengthening our research
collaboration efforts with academic institutions and broadening our
non-dilutive grant funding efforts.
Cementing our global position and
ensuring that we have the right partners in place is an integral
part of our growth strategy. The Ionblox and Glencore JDAs, both
signed in 2024, show this strategy in action and we continue to
work toward converting strategic partnerships into substantial
collaborations that will bring our technology to market.
The JDA with Glencore is an
important step forward. It provides a framework to access
Glencore's expertise in materials and recycling, and combine it
with our own IP and innovation, to accelerate the commercialisation
of our next- generation technologies.
Our partnership with Ionblox
continues to progress as planned. By combining Gelion's cathode
with Ionblox's anode, we are strongly positioned to develop a
high-performance lithium silicon sulfur battery for high-value
applications including electric vehicles, e-buses and heavy
e-trucks, as well as electric vertical-takeoff-and-landing
aircraft.
Building these relationships
allows us to not only progress our technology goals, but also to
lay the groundwork for commercialisation and establish a network of
commercial partners ahead of producing our initial
prototypes.
Technological progress
The acquisition of UK-based Li-S
battery start-up OXLiD in November 2023 brought in fundamental
capabilities, solidified our presence in the UK, provided access to
Europe-based third-party fabricators and helped us to intensify our
focus on Li-S technology. The addition of OXLiD's team, alongside
the work of our highly experienced researchers in Australia, has
contributed to our progress in reaching our energy density targets
in 2024-an important milestone for Gelion.
Achieving 402 Wh/kg in our Li-S
battery means Gelion's technology is over 60% higher energy density
than a typical lithium-ion battery of the same energy.
We have refined our manufacturing
approach by developing in-situ self-assembly of our cathode active
material for Li-S cells, making our technology more competitive by
addressing two of the key challenges in battery production: energy
efficiency and cost. Our process uses less energy and eliminates
toxic solvents, meaning it is both cheaper and more
sustainable.
We are now building on extending
the cycle life of our Li-S batteries, including paths toward
fabrication processes for solid-state battery separators. Greater
stability and durability will
unlock a broader range of
applications beyond the high-value transport uses we are targeting
initially.
Despite our geographic expansion
through the addition of OXLiD, we have increased our efficiency
over the past 12 months and, through our focused efforts, reduced
operating costs by approximately
£1.1 million.
Value generation
In addition to our development
efforts on Li-S, we have been working on our cost-effective zinc
hybrid technology. Our aim is to either secure independent
investment by Q1 2025 or alternatively to reduce costs and evaluate
options.
Post-period end
Following our acquisition of
Johnson Matthey's lithium-ion recycling technology in 2023, we
established a subsidiary in 2024 to commercialise this IP and
tackle the growing volume of battery waste. We have received a
grant approval of up to £170,000 from the UK Government to develop
this novel recycling technology. Our JDA with Glencore also
includes an option to explore recycling synergies.
This was followed in October by
the first commercial order for our Integration Solutions business,
signing a £1 million contract to supply battery energy storage
systems to Group Energy Pty Ltd, part of the larger Borg Group.
This lays the foundations for bringing our own technologies to
market and underlines our customers' confidence in our team's
technical and commercial capabilities.
Outlook for 2025
Looking ahead, I am focused on
leading our team to realise Gelion's enormous potential. We will
continue to advance important collaborations in technology,
materials and end-customer engagements. Our progress on technology
development means we are well positioned to achieve our targeted
performance objectives, primarily regarding cycle life and
stability, to reach our minimum viable product and drive early
adoption.
Our Li-S technology has the
potential to make up a significant share of the storage market by
2040. In parallel, preparations are underway to launch prototype
capabilities, leveraging government support in Australia to produce
pilot volumes before advancing towards licensing and contract
manufacturing.
Finally, I thank our committed
staff, valued shareholders and all of the partners who are joining
us on this journey. I am proud of what we have achieved and excited
for what lies ahead. We know that the energy transition requires
exponential growth in both mobile and stationary storage, requiring
low-cost, easily available and scalable solutions. This presents a
tremendous opportunity to capitalise on Gelion's superior
technology and deep expertise. We look forward to ushering in the
next generation of energy storage.
John Wood
CEO
Chief Financial Officer review
Overview
FY24 was a transformative year for
Gelion. We significantly improved our financial performance through
stringent cost management, while executing on strategically
relevant investments to attain industry leadership and
commercialisation opportunities.
We embarked on a focused cost
management programme, successfully integrated OXLiD and
welcomed its team of six highly
skilled scientists. Our strategic reprioritisation of capital
deployment allowed us to balance efficiency with innovation,
resulting in cost reductions of approximately £1.1
million.
I have summarised the key
financial highlights for FY24 as follows;
Financial performance
Total income for the year ended 30
June 2024 was £2.0m (2023: £2.1m), primarily from Research and
Development (R&D) tax incentives and grant income resulting
from the ongoing development programmes of our
technologies.
Adjusted EBITDA loss improved to
£4.8m (2023: £5.9m), reflecting the successful execution of cost
saving initiatives during the year.
Operating losses before
non-recurring items and share-based payments expense reduced to
£5.5m (2023: £6.4m), primarily due to:
·
|
a £0.6m decrease in R&D spend,
primarily driven by focused R&D programmes and overall
reduction in the average number of R&D staff from 36 in FY23 to
34 in FY24, including six team members that joined Gelion from
OXLiD in November 2023
|
·
|
a £0.5m decrease in administrative
costs achieved by reducing discretionary expenses, reduction in
headcount and the use of contractors
|
This was partially offset by an
increase in Depreciation and Amortisation, reflecting the full-year
impact of the Intellectual Property (IP) amortisation
costs.
Non-recurring items relate to the
expensed portion of the transaction costs incurred in relation to
the acquisition of OXLiD Ltd and the November 2023 capital raise
(£363,000) and the non-cash losses
incurred from the disposal of IP
and Property, Plant and Equipment assets (£1,236,000).
The proactive review of our IP
portfolio led us to write-off patents relating to:
·
|
Li-S which were deemed not
essential for our strategic direction and
|
·
|
Zinc bromide, given the decision
to migrate to a Zinc solution that does not use bromine as was
communicated in July 2023.
|
This has positioned us for further
cost efficiencies in FY25.
Statement of financial position and cash
flows
At 30 June 2024, Gelion's current
assets amounted to £5.9m (2023: £9.4m), including cash and
cash
equivalents of £3.8m (2023:
£7.3m), with the decrease reflecting the use of funds to support
the operations. Gelion's pro forma cash and cash equivalents,
including R&D tax incentives, at 30 June 2024 amounted to £5.4m
(2023: £9.2m).
Our non-current assets increased
to £7.7m (2023: £4.3m), primarily due to the recognition of
goodwill arising from the OXLiD acquisition and increased
investment in intangible assets, primarily IP.
Other receivables and trade
payables have largely remained at the same level as during the
prior period.
In November 2023, we successfully
completed a capital raise of £4.1m (£3.4m net of transaction costs
relating to the capital raise and the acquisition). Of this capital
raise, we used £1.4m towards the acquisition of OXLiD, £0.7m
towards transaction costs, £0.7m towards Opex and Capex for OXLiD
and the remainder largely to fund our working capital.
We have recently completed a £1.7
million gross capital raise to further strengthen our balance sheet
and continue with our development plans.
Research and Development
Research and Development continued
to form a material part of our activity. We expensed most of our
development costs of £3.5m for the year (2023: £4.1m). We had
qualifying research and development costs, and have recognised
£1.6m in R&D tax incentives from the Australian Taxation Office
and £0.4m in UK grants/R&D tax credits.
Our efforts continue to advance
our technologies toward market readiness, ensuring Gelion stays at
the forefront of innovation.
Foreign currency exposure
Gelion does not currently face
significant currency exposure; however, this may change in the
future. Most overheads are in AUD and GBP, while material
procurement involves other currencies. Gelion has a FX hedging
contract with an Australian financial institution; however, no
hedging contracts were outstanding as of June 2024. Where possible,
we aim to maintain a natural hedge by aligning inflows and outflows
in the same currency.
Outlook
As we look to the future, we are
inspired by the opportunities presented by the global push for
electrification and renewable energy adoption.
Over the past year, we have not
only navigated complex challenges but have also positioned Gelion
at the forefront of next-generation energy storage through
strategic achievements and continued innovation.
The transition to renewable energy
is accelerating beyond current incumbent technologies and we are
uniquely positioned to be a key enabler of this transformation. Our
innovative technologies and strong patent portfolio reflect our
determination to provide the advanced solutions required for the
mobile and stationary energy storage of the future.
We have laid a solid foundation
for commercialisation with a streamlined operating model, acquiring
critical capabilities and intellectual property that strengthen our
position as an industry leader. Our strategy is aimed at capturing
near-term market opportunities and capitalising on our
technological advancements to accelerate our time to market and
create value for our stakeholders.
With our expanded international
presence, we are strategically positioned and aim to make a
significant contribution on a global scale and play an important
role in the energy transition.
Amit Gupta
CFO
Consolidated Statement of Comprehensive
Income
|
Year ended 30 June
|
|
Notes
|
2024
£'000
|
2023
£'000
|
Other income
|
4
|
1,988
|
2,054
|
Total income
|
|
1,988
|
2,054
|
Administrative expenses
|
|
(3,322)
|
(3,841)
|
Research and development
expenses
|
|
(3,486)
|
(4,147)
|
Share-based payments
expense
|
|
(986)
|
(894)
|
Depreciation and
amortisation
|
|
(700)
|
(463)
|
Operating loss before
non-recurring items
|
6
|
(6,506)
|
(7,291)
|
Non-recurring items:
|
5
|
|
|
Loss on disposal of fixed assets
and write-off of IP intangibles
|
|
(1,236)
|
(186)
|
Capital raising and acquisition
related costs
|
|
(363)
|
(80)
|
Total non-recurring items
|
|
(1,599)
|
(266)
|
Operating loss
|
|
(8,105)
|
(7,557)
|
Finance costs
|
|
(3)
|
(3)
|
Finance income
|
|
149
|
153
|
Loss on ordinary activities before
taxation
|
|
(7,959)
|
(7,407)
|
Tax income
|
8
|
11
|
-
|
Loss on ordinary activities after
taxation
|
|
(7,948)
|
(7,407)
|
Total loss for the year
attributable to equity holders of the parent
Other comprehensive
income:
Items that may be reclassified to
profit or loss
-
Exchange losses arising on translation
|
9
|
(27)
|
(695)
|
Total
comprehensive loss for the year attributable to equity holders of the parent
|
(7,975)
|
(8,102)
|
Loss per
share (basic and diluted) attributable to the equity holders
(pence)
|
11
|
(6.40)
|
(6.90)
|
The above results relate entirely
to continuing activities.
These results also include the
results of OXLiD Ltd from the date of acquisition, more details in
note 12. The accompanying notes form part of this financial
information.
Consolidated Balance Sheet
|
As at 30 June
|
|
Notes
|
2024
£'000
|
2023
£'000
|
Assets
|
|
Non-current assets
|
|
Intangible assets
|
13
|
6,614
|
3,349
|
Property, plant and
equipment
|
15
|
1,069
|
957
|
Current assets
|
|
|
|
Cash and cash
equivalents
|
17
|
3,792
|
7,268
|
Other receivables
|
18
|
2,118
|
2,114
|
Total Assets
|
|
13,593
|
13,688
|
Liabilities
|
|
|
|
Current liabilities
|
|
|
|
Trade and other
payables
|
16, 19
|
1,250
|
1,057
|
Non-current liabilities
|
|
|
|
Trade and other
payables
|
16, 19
|
55
|
27
|
Deferred tax
liabilities
|
20
|
320
|
-
|
Total liabilities
|
|
1,625
|
1,084
|
Net assets
|
|
11,968
|
12,604
|
Equity
|
|
|
|
Issued capital
|
21
|
136
|
108
|
Share premium account
|
21
|
24,487
|
20,752
|
Other non-distributable
reserves
|
21
|
8,877
|
5,328
|
Capital reduction
reserve
|
21
|
11,194
|
11,194
|
Accumulated losses
|
|
(32,726)
|
(24,778)
|
Total equity
|
|
11,968
|
12,604
|
|
|
|
| |
The financial statements of Gelion
Plc, company registration number 09796512, were approved by the
Directors and authorised for issue on 24 December 2024.
The accompanying notes form part
of this financial information.
Consolidated Statement of Cash Flows
|
|
Year ended 30
June
|
|
Cash flow from operating activities
|
Notes
|
2024
£'000
|
2023
£'000
|
Loss for the year before tax and
exchange losses
|
|
(7,959)
|
(7,407)
|
Adjustments for:
|
|
|
|
Depreciation &
amortisation
|
|
700
|
463
|
Net finance
loss/(income)
|
|
(146)
|
(147)
|
Loss on disposal of fixed assets
and write-off
|
|
1,236
|
175
|
of IP intangibles
|
|
|
|
Share-based payments
expense
|
|
986
|
894
|
Changes in operating
assets/liabilities
|
|
|
|
Decrease/(increase) in
receivables
|
|
107
|
24
|
Decrease/(increase) in
prepayments
|
|
35
|
15
|
Increase/(decrease) in
payables
|
|
508
|
(45)
|
Net cash used in operating activities
|
|
(4,533)
|
(6,028)
|
Cash flows from investing activities
|
|
|
|
Purchase of intangible
assets
|
|
(838)
|
(3,982)
|
Sale of intangible
assets
|
|
-
|
1,189
|
Purchase of tangible property,
plant and equipment
|
|
(589)
|
(456)
|
Acquisition of subsidiary, net of
cash acquired
|
|
(1,226)
|
-
|
Short-term investments (term
deposits)
|
|
-
|
1,017
|
Other investment - escrow
account
|
|
(133)
|
-
|
Interest received
|
|
153
|
146
|
Net cash used in investing activities
|
|
(2,633)
|
(2,086)
|
Cash flows from financing activities
|
|
|
|
Proceeds from issue of
shares
|
|
4,100
|
18
|
Transaction costs of issue of
shares
|
|
(348)
|
-
|
Repayment of leasing
liabilities
|
|
(47)
|
(46)
|
Net cash used in financing activities
|
|
3,705
|
(28)
|
Net increase/(decrease) in cash held
|
|
(3,461)
|
(8,142)
|
Cash and cash equivalents at
beginning of financial year
|
|
7,268
|
16,024
|
Effect of exchange rate
changes
|
|
(15)
|
(614)
|
Cash and cash equivalents at end of financial
year
|
17
|
3,792
|
7,268
|
The accompanying notes form part
of this
financial information.
|
|
|
|
|
|
|
|
|
| |
Consolidated Statement of Changes in Equity
|
Share capital
|
Share premium
|
Accumulated losses
|
Capital reduction
reserve
|
Other non- distributable
reserves
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance
at 1 July 2022
|
107
|
20,662
|
(17,390)
|
11,194
|
5,148
|
19,721
|
Loss on
ordinary activities after taxation
|
-
|
-
|
(7,407)
|
-
|
-
|
(7,407)
|
Other
comprehensive
income
|
-
|
-
|
-
|
-
|
(695)
|
(695)
|
Total
comprehensive loss for the
year
|
-
|
-
|
(7,407)
|
-
|
(695)
|
(8,102)
|
Contributions by and distributions to owners:
|
|
|
|
|
|
|
Share-based payment charge
|
-
|
-
|
-
|
-
894
|
894
|
Shares
issued during the period
|
1
|
73
|
-
|
-
-
|
74
|
Forfeited/cancelled options
|
-
|
-
|
19
|
-
(19)
|
-
|
Exercise
of share options
|
-
|
17
|
-
|
-
-
|
17
|
Total
contributions by and distributions to owners:
|
1
|
90
|
19
|
-
|
875
|
985
|
Balance
at 30 June 2023
|
108
|
20,752
|
(24,778)
|
11,194
|
5,328
|
12,604
|
Balance
at 1 July 2023
|
108
|
20,752
|
(24,778)
|
11,194
|
5,328
|
12,604
|
Loss on
ordinary activities after
taxation
|
-
|
-
|
(7,948)
|
-
|
-
|
(7,948)
|
Other
comprehensive
income
|
-
|
-
|
-
|
-
|
(27)
|
(27)
|
Total
comprehensive loss for the
year
|
-
|
-
|
(7,948)
|
-
|
(27)
|
(7,975)
|
Contributions by and distributions to owners:
|
|
|
|
|
|
|
Merger
relief reserve (fair value
of
|
11
|
-
|
-
|
-
|
2,590
|
2,601
|
Share-based payment
charge
|
-
|
-
|
-
|
-
|
986
|
986
|
Shares
issued during the period
|
17
|
4,083
|
-
|
-
|
-
|
4,100
|
Costs of
shares
issued
|
-
|
(348)
|
-
|
-
|
-
|
(348)
|
Total
contributions by and distributions to owners:
|
28
|
3,735
|
-
|
-
|
3,576
|
7,339
|
Balance
at 30 June 2024
|
136
|
24,487
|
(32,726)
|
11,194
|
8,877
|
11,968
|
|
|
|
|
|
|
| |
The accompanying notes form part
of this financial information.
Notes to the Consolidated Financial
Statements
1.
General Information
Gelion Plc ('Gelion' or the
'Company') is a 100% owner of:
· Gelion Technologies Pty Ltd, an Australian subsidiary that
conducts research and
· development in respect of an innovative battery system and
associated industrial design and manufacturing; and
· OXLiD Ltd, a UK subsidiary which is involved in the research
and development of lithium- sulfur battery technology;
and
· Battery Minerals Ltd, a UK subsidiary which is involved in
the recycling of lithium-ion
· battery technology.
Gelion is a public limited
company, limited by shares, incorporated and domiciled in England
and Wales. The Company was incorporated on 26 September 2015. The
registered office of the Company is at c/o Armstrong, Level 4
LDN:W, 3 Noble Street London EC2V 7EE. The registered company
number is 09796512.
Gelion Plc was incorporated as
Gelion UK Ltd. On 12 November 2021, the Company was re-registered
as a public limited company under the Companies Act and its name
was changed to Gelion Plc.
The Board, Directors and
management referred to in this document refers to the Board,
Directors and management of Gelion.
2.
Accounting Policies
2.1 Basis of
Preparation
The principal accounting policies
applied in the preparation of the Group financial statements are
set out below. These policies have been consistently applied to the
period presented, unless otherwise stated.
These financial statements have
been prepared in accordance with UK-adopted International
Accounting Standards and International Accounting Standards
as issued by the International Accounting Standards Board (IASB)
and Interpretations.
The preparation of financial
statements in compliance with UK-adopted International Accounting
Standards requires the use of certain critical accounting
estimates. It also requires Group management to exercise judgement
in applying the Group's accounting policies. The are as where
significant judgements and estimates have been made in preparing
the financial statements and their effect are disclosed in note
2.20.
These financial statements are
presented in Great British Pounds (GBP) unless otherwise stated,
which is the Company's presentational currency and the parent
company's functional currency. Amounts are rounded to the nearest
thousand, unless otherwise stated. The functional currency of the
subsidiaries are both Great British Pounds (GBP) and Australian
Dollars (AUD). Some numerical figures included in this Annual
Report have been subject to rounding adjustments. The policies
adopted for translation of the subsidiary's assets, liabilities,
income and expenses are set out in note 2.16.
2.2 Basis of
Consolidation
The consolidated financial
statements consolidate the financial statements of Gelion Plc and
of
its subsidiary undertakings drawn
up to each reporting date.
Where the Company has control over
an investee, it is classified as a subsidiary. The
Company
controls an investee if all three
of the following elements are present: power over the investee,
exposure to variable returns from the investee, and the ability of
the investor to use its power to affect those variable returns.
Control is reassessed whenever facts and circumstances indicate
that there may be a change in any of the elements of
control.
Profit or loss and each component
of other comprehensive income are attributed to the equity holders
of the parent of the Group.
When necessary, adjustments are
made to the financial statements of subsidiaries to bring their
accounting policies in line with the Group's accounting policies.
All intra-group assets and liabilities, equity, income, expenses
and cash flows relating to transactions between members of the
Group are eliminated in full on consolidation.
Name
|
Registered office
|
Class of shares
|
Holding
|
Gelion Technologies Pty
Limited
|
Australia
|
Ordinary A
|
100%
|
OXLiD Ltd
|
UK
|
Ordinary A
|
100%
|
Battery Minerals Ltd
|
UK
|
Ordinary A
|
100%
|
The shareholdings are held
directly.
The registered office of Gelion
Technologies Pty Limited is Level 16, 101 Miller Street, North
Sydney, NSW 2060.
The registered office of OXLiD Ltd
and Battery Minerals Ltd is c/o Armstrong, Level 4 LDN:W, 3 Noble
Street London EC2V 7EE.
2.3 Going
Concern
The financial statements have been
prepared on a going concern basis which assumes that the Group will
have sufficient funds available to enable it to continue to trade
for the foreseeable future being a period of at least 12 months
from the date of approval of these financial statements. In making
their assessment that this assumption is correct, the Directors
have undertaken an in-depth review of the business, its current
prospects, and cash resources as set out below.
The Company is a holding entity
and as such their going concern is dependent on the Group therefore
the going concern assessment for the Company was performed as part
of the Group's assessment.
As at 30 June 2024, the Group had
cash in bank of £3.8 million and £1.6 million in receivables from
the R&D tax incentive refund and UK grant income.
Following receipt of these funds,
the Group's pro forma cash position equals £5.4 million
("Pro
forma Cash") at 30 June 2024. The
Directors have reviewed a range of potential cash flow forecasts
and actual results subsequent to the year ended 30 June 2024 for
the 18-month period from 1 July 2024 to 31 December 2025 (the
"Period"), including reasonable possible downside
scenarios.
The base case cash flow forecast
includes the following assumptions for the 18 month
period:
· net
cash out flows of £7.5 million for the 18 month period which
includes:
· £1.7
million proceeds less c. £0.2 million in transaction costs, from
the recently announced capital raise in December 2024;
· an
estimated R&D tax incentive receipt of £1.3 million for FY2025
(July 2024 to June 2025) expected to be received in September/
October 2025;
· positive gross margin from the Integration Solutions first
sale;
· receipt of secured grant funding in the UK;
· ongoing R&D, general and administrative costs of the
Group; and
· reducing certain other discretionary costs that are within
the Group's control.
The Directors' have also
considered a plausible downside scenario which includes a 10%
contingency for unexpected costs (excluding expenses which are
largely fixed or controllable in nature e.g. lease expenses,
employee expenses etc).
Conclusion
The base case forecast includes a
total net cash outflow over the Period of £7.5 million.
The Directors' reasonably
plausible downside scenario, which includes a 10% contingency
for
unexpected costs includes a total
net cash outflow of £7.7 million.
At 30 June 2024, the Group had
£5.4 million of Pro forma Cash of which the final £1.6 million of
R&D tax incentives was received in November 2024.
The forecast indicates that under
both scenarios, the Group will need to raise additional funds
before June 2025. As a result, the Group is reliant on securing
additional funding which is not guaranteed.
Following the announcement that
the Company recently completed a capital raise of £1.7 million in
December 2024, the Directors have confidence that based on the
prospects of the business and their previous experience in raising
equity finance, that the Group can attract additional investment as
required in the future. The Directors acknowledge that this funding
is not, at the present time, in place.
The Group and Company require
additional funding, which is not guaranteed. This indicates that a
material uncertainty exists which may cast significant doubt on the
ability of the Group and Company to continue as a going concern
and, therefore, that it may be unable to realise its assets and
discharge its liabilities in the normal course of business. The
financial statements do not include any adjustments that would
result if the Group and Company were unable to continue as a going
concern.
2.4 Other
Income
Other income includes:
· Government grants: Grants that compensate the Group for
expenses incurred are recognised in the income statement on a
systematic basis in the same periods in which the expenses are
recognised under IAS 20 'Accounting for Government Grants and
Disclosures'. Submissions are made for pre-arranged time periods
with timing differences recognised within accrued or deferred
income.
· R&D tax incentives (Australia): primarily relate to
research and development incentives. This represents a refundable
tax offset that is available on eligible R&D expenditure
incurred by the Group. These are not recognised until there is
reasonable assurance that the Group will comply withthe conditions
attaching to them and that the incentives will be received.
Government grants that are receivable as compensation for expenses
or losses already incurred or for the purpose of giving immediate
financial support to the Group with no future related costs are
recognised in profit or loss in the period in which they become
receivable.
· R&D tax credits (UK): The Group claims R&D
Expenditure Credit ('RDEC') on the costs it incurs in its research
and development projects. RDEC is considered taxable income and
therefore the Group records the RDEC under Other income in the
statement of comprehensive income, and the associated tax charge
levied against this income is recorded in the taxation line. The
income is recognised on the performance model under IAS 20
'Accounting for Government Grants and Disclosures'.
2.5
Taxation
The income tax expense or benefit
for the period is the tax payable on the current periods taxable
income based on the national income tax rate for each jurisdiction,
adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and
adjustments recognised for prior periods where
applicable.
Deferred tax assets relating to
temporary differences and unused tax losses are recognised only to
the extent that it is probable that future taxable profit will be
available against which the benefits of the deferred tax asset can
be utilised.
Deferred tax assets and
liabilities are offset when there is a legally enforceable right to
offset current tax assets and liabilities and when the deferred tax
balances relate to the same taxation authority.
Current tax assets and tax
liabilities are offset where the entity has a legally enforceable
right to offset and intends either to settle on a net basis, or to
realise the asset and settle the liability
simultaneously.
Current and deferred tax is
recognised in profit or loss, except to the extent that it relates
to items recognised in other comprehensive income or directly in
equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity,
respectively.
2.6 Earnings Per
Share
Basic earnings/loss per
share
Basic earnings/loss per share is
calculated by dividing:
· the
profit or loss attributable to owners of Gelion Plc, excluding any
costs of servicing equity other than Ordinary Shares; by
· the
weighted average number of Ordinary Shares outstanding during the
financial year, adjusted for bonus elements in Ordinary Shares
issued during the financial year.
Diluted earnings/loss per
share
Diluted earnings/loss per share
adjusts the figures used in the determination of basic
earnings/loss per share to take into account:
· the
after-income tax effect of interest and other financing costs
associated with dilutive potential Ordinary Shares; and
· the
weighted average number of shares assumed to have been issued for
no consideration in relation to dilutive potential Ordinary
Shares.
2.7 Cash And Cash
Equivalents And Short-Term Investments
Cash and cash
equivalents
For the purpose of presentation in
the Statement of Cash Flows, cash and cash equivalents includes
cash on hand, deposits held at call with liquid investments with
original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value, and bank overdrafts. Term
deposits that are held for a period of less than three months form
a part of cash and cash equivalents.
Short-term investments
Short-term investments comprise of
term deposits held by UK or Australian licensed banks for
a
period greater than three months,
over which it can be converted to known amounts of cash
with
insignificant risk of change in
value. The amounts were measured at amortised cost using
the
effective interest method in line
with IFRS 9.
2.8 Property, Plant
and Equipment
Plant and equipment are stated at
historical cost less accumulated depreciation and
impairment.
Historical cost includes
expenditure that is directly attributable to the acquisition of the
items.
Depreciation is calculated on a
straight-line basis to write off the net cost of each item of
property, plant and equipment (excluding land) over their expected
useful lives as follows:
Plant and
equipment 3-7 years Office furniture
and
equipment
3 years
Leasehold improvements are
depreciated over the unexpired period of the lease or the
estimated
useful life of the assets,
whichever is shorter.
The residual values, useful lives
and depreciation methods are reviewed, and adjusted if appropriate,
at each reporting date.
An item of property, plant and
equipment is derecognised upon disposal or when there is no future
economic benefit to the Group. Gains and losses between the
carrying amount and the disposal proceeds are taken to profit or
loss.
2.9 Right-Of-Use
Assets
A right-of-use asset is recognised
at the commencement date of a lease. The right-of- use asset is
measured at cost, which comprises the initial amount of the lease
liability, adjusted for, as applicable, any lease payments made at
or before the commencement date net of any lease incentives
received, any initial direct costs incurred, and, except where
included in the cost of inventories, an estimate of costs expected
to be incurred for dismantling and removing the Right-of-use assets
are depreciated on a straight- line basis over the unexpired period
of the lease or the estimated useful life of the asset, whichever
is the shorter. Where the Group expects to obtain ownership of the
leased asset at the end of the lease term, the depreciation is
calculated over its estimated useful life. Right-of-use assets are
subject to impairment or adjusted for any remeasurement of lease
liabilities.
The Group has elected not to
recognise a right- of-use asset and corresponding lease liability
for short-term leases with terms of 12 months or less. Lease
payments on these assets are expensed to profit or loss as
incurred.
2.10 Intangible Assets Research
and development
Research and development
expenditure is recognised as an expense as incurred. No research
and development costs have been capitalised to date given the stage
of the business.
Development expenditure is
recognised as an expense except those costs incurred on development
projects can be capitalised as intangible assets to the extent that
such expenditure is expected to generate future economic
benefits.
Patents and trademarks
Separately acquired trademarks and
patents are recognised at historical cost. Patents have a finite
life and are subsequently carried at cost less accumulated
amortisation. Separately acquired trademarks are shown at
historical cost. They are considered to have infinite lives and are
assessed for impairment at each year end. The Group amortises
intangible assets with a limited useful life using the
straight-line method over their expected useful lives as
follows:
Patents 1-20 years
Disposal of intangible
assets
When an intangible asset, such as
a patent, is disposed of or no longer expected to generate future
economic benefits, it is derecognized from the financial
statements. The profit or loss on disposal is determined as the
difference between the carrying amount of the asset at the time of
disposal and the proceeds from its disposal.
The Group may dispose of
intangible assets through various methods, including but not
limited to sale, abandonment, or expiration of the asset's legal
rights. The method of disposal is chosen based on the circumstances
at the time of disposal. Any gain or loss on the disposal of an
intangible asset is recognized in the statement of profit or loss
in the period in which the disposal occurs.
2.11 Impairment of
Non-Financial Assets
Goodwill and intangible assets
with indefinite useful economic lives are tested for impairment
annually at the financial year-end. Other non- financial assets are
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset's
carrying amount exceeds its recoverable amount.
To date all impairments that have
been recognised have been due to patent costs capitalised in
respect of patent applications that have subsequently lapsed or
been rejected. When this occurs, the Group fully impairs the
carrying amount of the patent at that date.
2.12 Trade and Other
Payables
These amounts represent
liabilities for goods and services provided to the Group prior to
the end of the financial year and which are unpaid. Due to their
short-term nature, they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within
30 days of recognition.
2.13 Financial
Instruments
IFRS 9 requires an entity to
address the classification, measurement and recognition of
financial assets and liabilities.
a)
Classification
The Group classifies its financial
assets in the following measurement categories:
· those to be measured at amortised cost.
The classification depends on the
Group's business model for managing the financial assets and
the
contractual terms of the cash
flows.
The Group classifies financial
assets as at amortised cost only if both of the following criteria
are met:
· the
asset is held within a business model
whose objective is to collect
contractual cash flows; and
· the
contractual terms give rise to cash flows that are solely payment
of principal and interest.
b)
Recognition
Purchases and sales of financial
assets are recognised on trade date (that is, the date on which the
Group commits to purchase or sell the asset). Financial assets are
derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the
Group has transferred substantially all the risks and rewards of
ownership.
c)
Measurement
At initial recognition, the Group
measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss (FVPL),
transaction costs that are directly attributable to the acquisition
of the financial asset.
Transaction costs of financial
assets carried at FVPL are expensed in profit or loss.
d) Tax
receivables
Management has assessed that tax
receivables arising from a refundable tax offset from Australian
Taxation Office, for eligible R&D expenditure, are recognised
at its par value.
These receivables are expected to
be collected in a short-term period and the Directors have assessed
there is no need for impairment of these receivables. This is based
on Australian government credit rating (AAA) and successful
historical collection of tax receivables.
2.14 Share-based
Payments
The Group provides benefits to its
employees in the form of share-based payments, whereby
employees render services in
exchange for shares or rights over shares (equity-settled
transactions) in the parent entity.
The cost of these equity-settled
transactions with employees is measured by reference to the fair
value of the equity instruments at the date at which they are
granted. The fair value is determined using a Black- Scholes model.
This calculation is completed by the parent entity.
The cost of these equity-settled
transactions is recognised as an expense, with a corresponding
increase in equity, over the period in which the service conditions
are fulfilled (the vesting period), ending on the date on which the
relevant employees become fully entitled to the award (the vesting
date).
At each subsequent reporting date
until vesting, the cumulative charge to profit and loss is the
product of:
· the
grant date fair value of the award;
· the
current best estimate of the number of awards that will
vest;
· the
expired portion of the vesting period; and
· the
removal of any fair value attributable to share options that have
contractually lapsed or expired.
The charge to profit and loss for
the period is the cumulative amount as calculated above less the
amounts already charged in previous periods.
There is a corresponding entry to
the share-based payment reserve in equity.
If a share-based payment
arrangement is modified, the minimum expense recognised over the
vesting period is the original fair value. If the modification
increases fair value, the additional fair value is recognised over
the remaining vesting period.
2.15 Non-Recurring
Items
The Group considers certain
unusual or infrequent items that either because of their size or
their
nature, or relevance to the
business as are non- recurring and disclose separately to report
the underlying performance of the business. For an item to be
considered as a separate item, it must initially meet at least one
of the following criteria:
· It
is a significant item, which may cross more than one accounting
period.
· It
has been directly incurred as a result of either an
acquisition/divestment or funding related or arises from a major
business change.
· It
is unusual in nature, e.g. outside the normal course of
business.
If an item meets at least one of
the criteria, the Board, through the Audit and Risk Committee, then
exercises judgement as to whether the item should be classified as
an allowable adjustment to IFRS
performance measures and disclosed
separately.
2.16 Foreign Currency
Translation
The functional currency of each
company in the Group is that of the primary economic environment in
which the entity operates.
Monetary assets and liabilities
denominated in foreign currencies are translated into GBP
at
the rates of exchange ruling at
the period end. Transactions in foreign currencies are recorded at
the rate ruling at the date of the transaction.
All differences are taken to the
Statement of Comprehensive Income. On consolidation, the assets and
liabilities of the Group entities that have a functional currency
different to the presentational currency are translated into GBP at
the closing rate at the date of the Statement of Financial
Position. Income and expenses for each statement of profit or loss
are translated at average exchange rates for the period. Exchange
differences are recognised in other comprehensive income and
accumulated in a foreign exchange translation reserve.
2.17 Contributed
Equity
Ordinary Shares are classified as
equity.
Incremental costs directly
attributable to the issue of new shares are deducted from the share
premium account.
When the Group issues a hybrid
instrument consisting of a debt host liability and a non-closely
related embedded derivative (the conversion feature) and the Group
accounts for the debt host at amortised cost and the embedded
derivative at FVTPL, when conversion takes place, no gain or loss
on conversion is recognised. The equity issued is measured by
reference to the sum of the carrying amount of the host debt
liability plus the carrying amount of the embedded derivative at
the date of conversion, rather than the fair value of the shares
issued. This approach is in line with the policy followed for
conversion of compound instruments.
Retained losses includes all
current and prior period results.
2.18 Business
Combinations
The acquisition method of
accounting is used to account for business combinations regardless
of whether equity instruments or other assets are
acquired.
The consideration transferred is
the sum of the acquisition-date fair values of the assets
transferred, equity instruments issued or liabilities incurred by
the acquirer to former owners of the acquiree and the amount of any
non-controlling interest in the acquiree. For each business
combination, the non-controlling interest in the acquiree is
measured at either fair value or at the proportionate share of the
acquiree's identifiable net assets. All acquisition costs are
expensed as incurred to profit or loss.
On the acquisition of a business,
the Group assesses the financial assets acquired and liabilities
assumed for appropriate classification and designation in
accordance with the contractual terms, economic conditions, the
Group's operating or accounting policies and other pertinent
conditions in existence at the acquisition-date. Contingent
consideration to be transferred by the acquirer is recognised at
the acquisition- date fair value. Subsequent changes in the fair
value of the contingent consideration classified as a liability is
recognised in profit or loss.
Contingent consideration
classified as equity is not remeasured and its subsequent
settlement is accounted for within equity. The difference between
the acquisition-date fair value of assets acquired, liabilities
assumed and any non-controlling interest in the acquiree and the
fair value of the consideration transferred and the fair value of
any pre-existing investment in the acquiree is recognised as
goodwill. If the consideration transferred and the pre-existing
fair value is less than the fair value of the identifiable net
assets acquired, being a bargain purchase to the acquirer, the
difference is recognised as a gain directly in profit or loss by
the acquirer on the acquisition-date, but only after a reassessment
of the identification and measurement of the net assets acquired,
the non-controlling interest in the acquiree, if any, the
consideration transferred and the acquirer's previously held equity
interest in the acquirer.
Business combinations are
initially accounted for on a provisional basis. The acquirer
retrospectively adjusts the provisional amounts recognised and also
recognises additional assets or liabilities during the measurement
period, based on new information obtained about the facts and
circumstances that existed at the acquisition-date. The measurement
period ends on either the earlier of (i) 12 months from the date of
the acquisition or (ii) when the acquirer receives all the
information possible to determine fair value.
2.19 Input
Taxes
Revenues, expenses and assets are
recognised net of the amount of associated goods and services tax
(GST) in Australia or value added tax (VAT) in the UK, unless the
sales tax incurred is not recoverable from the taxation authority.
In this case it is recognised as part of the cost of acquisition of
the asset or as part of the expense.
Receivables and payables are
stated inclusive of the amount of sales tax receivable or
payable.
The net amount of sales tax
recoverable from, or payable to, the taxation authority is included
with other receivables or payables in the balance sheet. Cash flows
are presented on a net basis. The sales tax components of cash
flows arising from investing or financing activities which are
recoverable from, or payable to the taxation authority, are
presented as operating cash flows.
2.20 Critical Accounting
Judgements And Key Sources Of Estimation
Uncertainty
The preparation of the financial
information requires the use of accounting estimates which, by
definition, will seldom equal the actual results. Management also
needs to exercise judgement in the process of applying the Group's
accounting policies. The areas involving a high degree of judgement
or complexity, or areas of assumptions and estimates
are:
Critical accounting
judgements
Australian R&D tax
incentives
From 1 July 2011, the Australian
Taxation Office has provided a tax incentive, in the form of a
refundable tax offset of 43.5%, for eligible research and
development expenditure.
Management has assessed its
research and development activities and expenditure and applied
judgement in determining which expenses are likely to be eligible
under the scheme. For the period ended 30 June 2024 the Group has
recorded other income of £1,548,000 (2023: £2,049,000) based on
expected tax refunds to be received from the government (recognised
under Other receivables at 30 June 2024).
UK R&D Tax reliefs:
R&D expenditure credit (RDEC)
Scheme OXLiD is eligible to claim Research and Development
Expenditure Credit (RDEC) under the SMEs program. Management has
assessed eligible R&D expenses and, has recognised £57,000 in
other income from expected tax refunds for the period ending 30
June 2024 (recognised under Other receivables as of 30 June
2024).
Recognition of a deferred tax
asset
The Group has incurred tax losses
in both Australia and the UK in each of the periods reported in
these financial statements. No deferred tax asset has been
recognised in respect of these losses, as the Directors believe
that there is not sufficient certainty over future profits that
would utilise them.
Key sources of estimation
uncertainty Business combination
In our accounting for business
combination, determining the acquisition date fair values of the
identifiable assets acquired and liabilities assumed involves
considerable estimation. The necessary measurements are based on
information available on the acquisition date and are based on
expectations as well as assumptions that have been deemed
reasonable by management.
Estimation of useful lives of
property, plant and equipment and intangible assets
The Group determines the estimated
useful lives and related depreciation and amortisation charges for
its property, plant and equipment and finite life of intangible
assets. The useful lives could change significantly as a result of
technical innovations or some other event. The depreciation and
amortisation charge will increase where the useful lives are less
than previously estimated lives, or technically obsolete or
non-strategic assets that have been abandoned or sold will be
written off or written down.
Patents are recognised at cost.
Management believes this is the best estimate at the current time,
during the research and development phase. The key assumption for
amortisation is the useful life which is determined by the life of
the patent (usually 15-20 years). The Directors do not believe that
a future change in the useful life of patents is probable in the
foreseeable future.
Trademarks are recognised at cost.
Management believes this is the best estimate at the current time.
The key assumption for trademarks is they have an infinite life as
they do not have an expiration date.
Impairment of goodwill, patents
and trademarks
The Group performs an annual
impairment test for goodwill acquired through business
combinations, comparing its carrying amount to its recoverable
amount at the reporting date. The recoverable amount is determined
using a value-in-use calculation, based on a discounted cash flow
(DCF) model. Projected cash flows are derived from the five-year
budget. The recoverable amount is highly sensitive to key
assumptions, including the discount rate applied in the DCF model,
expected future cash inflows, and the growth rate used for
extrapolating cash flows beyond the forecast period. Details on
these key assumptions, along with a sensitivity analysis, are
provided and further explained in note 14.
The Group assesses impairment of
patents and trademarks at each reporting date by evaluating
conditions specific to the Group and to the particular asset that
may lead to impairment.
If an impairment trigger is
identified, the recoverable amount of the asset is determined. To
date, impairment has been recognised when patent costs capitalised,
in respect of patent applications that have been written off due to
lapsed or rejected applications. In these instances, the Group
fully impairs the carrying amount of patent at that
date.
Derecognition of intangible assets
(patents and trademarks)
An intangible asset is
derecognised on disposal, or when no future economic benefits are
expected from use or disposal. Gains or losses arising from
derecognition of an intangible asset, measured as the difference
between the net disposal proceeds and the carrying amount of the
asset, are recognised in profit or loss when the asset is
derecognised.
Recognition of equity-settled
share-based payments
The cost of equity-settled
share-based payment transactions with employees is measured by
reference to the fair value of the equity instruments at the date
at which they are granted. The fair value is determined using a
Black-Scholes model. The Group had adopted the graded vesting
approach, whereby a larger proportion of the total expense is
recognised in earlier vesting periods
which then decreases in the
subsequent years.
Please refer to note 22 for the
key assumptions
and inputs used in the model to
determine the fair values at each measurement date.
2.21 Standards, Amendments And
Interpretations To Existing Standards That Are Effective For The
First Time In The Financial Year
During the year ended 30 June
2024, Gelion has adopted the following new IFRSs (including
amendments thereto) and IFRIC interpretations that became effective
for the first time.
Standard
|
Effective date, annual
period, beginning on or after
|
Lease Liability in a Sale and
Leaseback (Amendment to IFRS
16)
|
1
January 2024
|
IAS 1 Presentation of Financial
Statements (Amendment - Classification of Liabilities as Current or
Non-Current)
|
1
January 2024
|
IAS 1 Presentation of Financial
Statements (Amendment - Non-Current Liabilities with
Covenants)
|
1
January 2024
|
IAS 7 Statement of Cash Flows and
IFRS 7 Financial Instruments: Disclosures (Amendment - Supplier
Finance Arrangements)
|
1
January 2024
|
|
| |
Their adoption has not had any
material impact on the disclosures or amounts reported in the
financial information.
Standards issued but not yet
effective:
There are a number of standards,
amendments to standards, and interpretations which have been issued
by the IASB that are effective in future accounting periods that
the Group has decided not to adopt early.
Standard
|
Effective date, annual
period, beginning on or after
|
Lack of exchangeability (Amendment
to IAS 21 The Effects of Changes in Foreign Exchange
Rates)
|
1
January 2025
|
Amendments to the Classification
and Measurement of Financial Instruments (Amendments to IFRS 9
Financial Instruments)
|
1
January 2026
|
IFRS 18 Presentation and
Disclosure in Financial Statements
|
1
January 2027
|
IFRS 19 Subsidiaries without
Public Accountability: Disclosures
|
1
January 2027
|
|
| |
All of the above standards issued
but not yet effective have not been endorsed by the UK Endorsement
Board as of the reporting date.
The Directors are evaluating the
impact that these standards will have on the financial information
of Gelion.
3.
Segment Reporting
Operating segments are reported in
a manner consistent with the internal reporting provided to the
chief operating decision-maker.
The chief operating
decision-maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been
identified as the Board as a whole.
In the opinion of the Directors,
during each of the two-years ended 30 June, Gelion operated in the
single business segment of battery production and
development.
|
As at 30 June 2024
|
|
As at 30 June
2023
|
|
|
UK
|
Australia
|
£'000
|
UK
|
Australia
|
£'000
|
Non-current assets
|
|
Goodwill
|
2,804
|
-
|
2,804
|
-
|
-
|
-
|
Intangible assets
|
1,284
|
2,526
|
3,810
|
-
|
3,349
|
3,349
|
Property,
plant and equipment
|
101
|
968
|
1,069
|
-
|
957
|
957
|
Total
income
|
|
Other
income
|
440
|
1,548
|
1,988
|
5
|
2,049
|
2,054
|
Depreciation and amortisation
|
(69)
|
(631)
|
(700)
|
-
|
(463)
|
(463)
|
Finance
income (interest)
|
91
|
58
|
149
|
98
|
55
|
153
|
Operating
loss
|
|
Operating
loss
|
(1,359)
|
(6,746)
|
(8,105)
|
(966)
|
(6,591)
|
(7,557)
|
|
|
|
|
|
|
|
|
|
| |
4. Other Income
|
|
Year ended 30 June
|
Name
|
2024
£'000
|
2023
£'000
|
R&D tax concessions
|
1,605
|
2,049
|
Grant income
|
383
|
-
|
Recovery of VAT
|
-
|
5
|
Total other income
|
1,988
|
2,054
|
|
|
| |
The subsidiaries incur R&D
expenditure which qualifies for relief under a tax incentive scheme
provided by the Australian Taxation Office, as well as the R&D
expenditure credit (RDEC) Scheme by HMRC.
Management estimates the
expenditure each year relevant to approved R&D activities in
respect of which a claim can be made at each reporting date. The
accounting policy in respect of recognition of this income is
detailed in note 2.4 and the key accounting judgements applied are
detailed in note 2.20.
Following the recent acquisition
of OXLiD Ltd, the Company started recognising grant income (accrued
for the period post-acquisition) which relates to approved grant
funding of OXLiD through the Faraday Battery Challenge (FBC) and
the Advanced Propulsion Centre (APC) programs. The grant funding
is
recognised on an accrual basis and
are claimed either on a monthly or a quarterly basis with the funds
received in the month after the claim submission.
5.
Non-Recurring Items
|
|
Year ended 30
June
|
Name
|
2024
£'000
|
2023
£'000
|
|
Acquisition related
costs
|
225
|
-
|
|
Capital raising costs
|
138
|
-
|
|
Loss on disposal of fixed
assets
|
112
|
186
|
|
Loss on write-off of IP
intangibles
|
1,124
|
-
|
|
Transaction costs incurred for IP
acquisition and divestment
|
-
|
80
|
|
Total non-recurring
items
|
1,599
|
266
|
|
|
|
|
| |
Non-recurring costs in FY24
include one-off capital raise and OXLiD Ltd acquisition costs as
well as loss on disposal of fixed assets and write-off of IP
intangibles. These have been separately disclosed to assist the
user of the financial information to understand and compare the
underlying results of the Company.
Non-recurring costs in FY23
included one-off loss on sales of fixed assets and advisory costs
incurred in relation to the purchase and sale of the IP portfolio
that were non-recurring in nature.
6.
Operating Loss Before Non-Recurring Items
Operating loss is stated after the
following specific income and expenses:
|
|
Year ended 30 June
|
Name
R&D tax concessions
|
Notes
4
|
2024
£'000
1,605
|
2023
£'000
2,049
|
Grant income
|
4
|
383
|
-
|
Depreciation and
amortisation
|
13,
15
|
(700)
|
(463)
|
Employee benefits
|
10
|
(4,842)
|
(5,223)
|
R&D expenses
|
|
(1,161)
|
(1,553)
|
Out of which:
|
|
|
|
|
External R&D
services
|
(813)
|
(925)
|
|
R&D materials, consumables
& other
|
(348)
|
(628)
|
|
Administration and other
expenses
|
(1,791)
|
(2,101)
|
|
Total operating loss before non-recurring
items
|
(6,506)
|
(7,291)
|
|
|
|
|
|
| |
7. Auditors' Remuneration
|
Year ended 30
June
|
|
2024
£'000
|
2023
£'000
|
Fees payable to the Company's
auditors for the statutory audit of the Company's annual financial
statements
|
119
|
70
|
Fees payable to the Company's
auditors and its associates for the audits of the Company's
subsidiaries
|
37
|
33
|
Non-audit services
|
|
|
Taxation and other
services
|
1
|
9
|
Total auditors' remuneration
|
157
|
112
|
8. Taxation
|
Year ended 30
June
|
|
2024
£'000
|
2023
£'000
|
The taxation expense/(income) for
the year is made up as follows:
|
|
|
Corporation taxation on the
results for the year
|
(11)
|
-
|
Taxation expense/(income) for the year
|
(11)
|
-
|
|
|
|
Numerical reconciliation of income
tax expense to accounting loss:
|
|
|
Profit/(loss) for the year before
income tax
|
(7,959)
|
(7,407)
|
Prima facie tax benefit on loss
from ordinary activities before income tax at 25% (2023:
25%)
|
(1,990)
|
(1,852)
|
Add/(less) tax effect of:
|
|
|
Non-deductible
expenditure
|
1,253
|
1,435
|
R&D tax offsets
|
(401)
|
(512)
|
Tax losses incurred but not
recognised
|
1,127
|
878
|
Difference in tax rates
applied
|
-
|
51
|
Total taxation expense/(income)
|
(11)
|
|
Non-deductible expenses include
share-based payments and expenditure subject to R&D tax
incentive.
Estimated tax losses of
£12,009,000 (2023: £7,452,000) are available for relief against
future profits. No deferred tax asset has been provided for in the
accounts based on the estimated tax losses. The estimated tax
losses per jurisdiction is as follows and don't have an expiry date
in each of these jurisdictions:
Year ended 30
June
|
|
2024
£'000
|
2023
£'000
|
Estimated tax losses arising in
the UK
|
2,576
|
1,664
|
Estimated tax losses arising in
Australia
|
9,433
|
5,788
|
Total tax losses available to
carry forward
|
12,009
|
7,452
|
The standard rate of corporation
tax in Australia, where the subsidiary is based, is 25% (2023:
25%).
As per note 2.5, deferred tax
assets have not been recognised on the basis the Company is not
forecasted to make a profit for the foreseeable future.
9. Exchange Gains and Losses Arising on Translation of
Foreign Operations
Gelion Technologies Pty Limited, a
battery manufacturing business incorporated in Australia, was
merged into Gelion UK Limited in 2016 so as to maximise operational
synergies and generate further cost savings.
A gain or loss through other
comprehensive income arises on translation of the subsidiary's
assets and liabilities from Australian Dollars to Great British
Pounds at each year end.
10. Employee Benefit
|
|
Employee benefit expenses
(including Directors) comprise:
|
|
Year ended
|
30 June
|
|
2024
£'000
|
2023
£'000
|
Salaries and wages including
taxes
|
3,573
|
4,005
|
Defined contribution pension
cost
|
283
|
324
|
Share-based payment
expense
|
986
|
894
|
Total employee benefits expense
(note 6)
|
4,842
|
5,223
|
Average Employee Numbers
|
2024 (#)
|
2023 (#)
|
R&D
|
34
|
36
|
Administration
|
16
|
17
|
Average number of
employees
|
50
|
53
|
Employee headcount at period end
|
50
|
47
|
Decrease in the average number of
employees from FY23 to FY24 is primarily impacted by the attrition
of certain employees during FY24 partially offset by the addition
of six scientists from newly acquired OXLiD Ltd.
The actual closing headcount of
R&D staff increased to 35 at 30 June 2024 (31 at 30 June 2023)
due to the addition of scientists from OXLiD Ltd.
Key management personnel
Directors and key management personnel
compensation
The total remuneration paid
(including bonus accruals) to the Directors and key management
personnel of the Group during the year are as follows:
Year ended 30
June
|
|
2024
£'000
|
2023
£'000
|
Salaries and wages including
taxes
|
756
|
873
|
Defined contribution pension
cost
|
44
|
44
|
Share-based payment
expense
|
773
|
691
|
Total key management personnel
costs
|
1,573
|
1,608
|
The Directors and senior
management represent key management personnel. Further details of
Directors' remunerations are given in the Directors' Remuneration
Report. The highest paid Director during the year received total
remuneration of £219,803 (2023: £189,014). Amit Gupta exercised
12,144 options during the year at a gain of £2,998. No share
options were exercised by Directors during the prior financial year
ended 30 June 2023.
11. Loss Per Share
Year ended 30
June
|
|
2024
|
2023
|
Loss after tax
|
£7,948,000
|
£7,407,000
|
Weighted average number of shares
(number)
|
124,870,447
|
107,944,951
|
Loss per share (pence)
|
6.4p
|
6.9p
|
The calculation of the loss per
share is based on the loss for the financial period after taxation
of £7,948,000 (2023: £7,407,000) and on the weighted average of
124,870,447 (2023: 107,944,951) Ordinary Shares in issue during the
period.
In FY24, the parent company issued
27,602,853 shares, majority of which relates:
•
17,082,127 ordinary shares issued at a price of 24 pence per
share
•
10,508,582 ordinary shares in exchange for acquisition of OXLiD
Ltd.
This increase in the number of
Ordinary Shares has resulted in the weighted average number of
shares in the year to June 2024 to increase to 124,870,447 (2023:
107,944,951).
There were 11,139,221 share
options outstanding at 30 June 2024 (2023: 8,478,535). The impact
of these options would be to reduce the diluted loss per share and
therefore they are antidilutive. Hence, the diluted loss per share
reported for the periods under review is the same as the earnings
per share.
12. Business
Combinations During the Period
Business combinations are
initially accounted for on a provisional basis. The acquirer
retrospectively
adjusts the provisional amounts
recognised and also recognises additional assets or liabilities
during the measurement period, based on new information obtained
about the facts and circumstances that existed at the
acquisition-date.
The measurement period ends on
either the earlier of
(i) 12
months from the date of the acquisition or
(ii) when the
acquirer receives all the information possible to determine fair
value.
On 29th November 2023, the Company
completed the acquisition of 100% of ordinary shares of OXLiD Ltd.
OXLiD Ltd is a UK-based lithium-sulfur battery technology company.
The Company believes that the acquisition will enhance Gelion's
presence in the UK which will act as a further catalyst to
establish the foundations for strategic partnerships with major
supply chain and industry participants (upstream and downstream),
providing a commercially attractive route to market for Gelion's
technology.
The following table summarises the
fair value of assets acquired, and liabilities assumed at the
acquisition date:
|
Fair
values
|
£'000
|
Intangible asset -
technology
|
1,326
|
Property, plant and
equipment
|
20
|
Trade and other
receivables
|
16
|
Cash
|
24
|
Trade and other
payables
|
(8)
|
Deferred tax
liabilities
|
(331)
|
Total provisional fair
value
|
1,047
|
Consideration
|
3,851
|
Goodwill
|
2,804
|
The fair values include
recognition of an intangible asset related to technology of
£1,326,000 which will be amortised over 17 years on a straight-line
basis. The goodwill of £2,804,447 comprises the potential value of
future technology, the value of the existing workforce and the
value of Gelion increasing its
geographical footprint in the UK,
all of which are not separately recognised. Deferred tax of
£331,534 has been calculated on the fair value uplift of the
intangible assets acquired, and a corresponding amount recognised
as goodwill. Directly related acquisition costs of £225,000 have
been expensed to the income statement.
Fair value of consideration
paid:
|
£'000
|
Completion cash
|
1,250
|
Completion equity
|
2,601
|
Total consideration
|
3,851
|
The net cash sum expended on
Acquisition in the period ended 30 June 2024 is as
follows:
|
£'000
|
Cash paid as consideration on
acquisition
|
(1,250)
|
Cash acquired at
acquisition
|
24
|
Net cash outflow on
acquisition
|
(1,226)
|
The consideration was settled by
cash (£1.25 million) and in equity (amounting to £2,522,060, with
the issue of 10,508,582 shares in the Company valued at 24 pence
per share on 29th November 2023).
The completion equity
consideration of 10,508,582 ordinary shares in Gelion has
subsequently been fair valued £2,600,874 based on the closing share
price of Gelion of 24.75p at the Acquisition Date.
The deferred consideration of
£400,000 is subject to the retention of the founder in OXLiD Ltd
and will be payable equally over 12, 18 and 24 months, therefore
this part of the arrangement represents post- combination services
and is separate from the business combination (IFRS 3, B55(a) -
Continuing
Employment).
OXLiD Ltd contributed £439,977 in
other income and £210,773 to losses for the Group between the date
of acquisition and 30 June 2024. If the acquisition had occurred on
1 July 2023, Group's other income and losses would increase to
£2,653,000 and £8,460,000 respectively for the year to 30 June
2024.
13. Intangible Assets
|
|
|
|
Patents
£'000
|
Trademarks
£'000
|
Goodwill
£'000
|
Total
£'000
|
|
At 30 June 2022
|
387
|
29
|
|
416
|
Cost
|
|
|
|
|
Additions
|
4,298
|
4
|
-
|
4,302
|
Disposals
|
(1,189)
|
-
|
-
|
(1,189)
|
Write-offs
|
(37)
|
(11)
|
-
|
(48)
|
Difference on foreign
exchange
|
(29)
|
(2)
|
-
|
(31)
|
At 30 June 2023
|
3,430
|
20
|
-
|
3,450
|
Additions
|
587
|
1
|
-
|
588
|
Acquisition of a
subsidiary
|
1,326
|
-
|
2,804
|
4,130
|
Write-offs
|
(1,278)
|
-
|
-
|
(1,278)
|
Difference on foreign
exchange
|
(9)
|
-
|
-
|
(9)
|
At 30 June 2024
|
4,056
|
21
|
2,804
|
6,881
|
|
|
|
|
|
Amortisation
|
|
|
|
|
At 30 June 2022
|
54
|
-
|
-
|
54
|
Amortisation
|
54
|
-
|
-
|
54
|
Difference on foreign
exchange
|
(7)
|
-
|
-
|
(7)
|
At 30 June 2023
|
101
|
-
|
-
|
101
|
Amortisation
|
318
|
-
|
-
|
318
|
Write-offs
|
(154)
|
-
|
-
|
(154)
|
Difference on foreign
exchange
|
2
|
-
|
-
|
2
|
At 30 June 2024
|
267
|
-
|
-
|
267
|
Carrying amount
|
|
|
|
|
At 30 June 2023
|
3,329
|
20
|
-
|
3,349
|
At 30 June 2024
|
3,789
|
21
|
2,804
|
6,614
|
|
|
|
|
|
| |
Of the total patent portfolio as
at 30 June 2024 of £3.789 million, £3.77 million relates to Li-S
(including OXLiD) and £19k relates to Zinc technology.
14.
Goodwill and
Impairment
In accordance with IFRS
requirements, the Group performs an annual impairment test to
assess whether goodwill has suffered any impairment. The
recoverable amount is determined using the higher of VIU
(value-in-use) and FVLCTS (Fair Value Less Costs of Disposal)
calculations, which involve estimating future cash flows and
applying a discount rate to calculate the present value of those
cash flows.
On 29th November 2023, the Group
recognised goodwill of £2,804,447 following the acquisition of
OXLiD.
This goodwill has been fully
allocated to the OXLiD Cash Generating Unit (CGU) on the basis that
OXLiD will generate cash flows that are largely independent of the
cash inflows from other subsidiaries within the Group and is
considered as a separate CGU.
The recoverable amount of the
OXLiD CGU has been determined from value in use calculations based
on cash flow projections from OXLiD's budget for a five-year period
ending 30 June 2029. Other major assumptions are as
follows:
First year of revenue
|
£553,000
|
WACC
|
18.11%
|
Long-term Growth rate
|
2.0%
|
Working Capital investment as a %
of Revenue Growth
|
3.0%
|
Operating Margin
|
51%
|
The growth rate and operating
margin assumptions applies only to the period beyond the year 5
given OXLiD is pre-revenue.
Operating margins have been based
on future expectations in the light of anticipated economic and
market conditions. Discount rates are based on management's
assessment of specific risks related to the CGU. Growth rates
beyond the first five years are based on economic data pertaining
to the region concerned.
Wage inflation has been based on
independent economic data published by the OECD while market share
assumptions reflect the Group's internal estimate.
Based on the value in use
assessment, the recoverable amount of the OXLiD CGU as of 30 June
2024 exceeds the carrying amount. Therefore, no impairment is
required.
15. Property, Plant and Equipment
|
Office
Furniture and
equipment
|
Plant and
equipment
|
Right-of-use
assets
|
Leasehold
improve-
ments
|
Total
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
|
|
At 30 June 2022
|
75
|
1,177
|
410
|
102
|
1,764
|
Additions
|
12
|
416
|
47
|
28
|
503
|
Disposals
|
-
|
(160)
|
-
|
-
|
(160)
|
Difference on foreign
exchange
|
(6)
|
(87)
|
(30)
|
(8)
|
(131)
|
At 30 June 2023
|
81
|
1,346
|
427
|
122
|
1,976
|
Additions
|
10
|
559
|
32
|
20
|
621
|
Acquisition of a
subsidiary
|
1
|
19
|
-
|
-
|
20
|
Disposals
|
-
|
(198)
|
(31)
|
(36)
|
(265)
|
Difference on foreign
exchange
|
-
|
(3)
|
(1)
|
-
|
(4)
|
At 30 June 2024
|
92
|
1,723
|
427
|
106
|
2,348
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
At 30 June 2022
|
40
|
261
|
356
|
57
|
714
|
Charge for the year
|
18
|
310
|
49
|
32
|
409
|
Accumulated depreciation on
disposal
|
-
|
(29)
|
-
|
-
|
(29)
|
Difference on foreign
exchange
|
(3)
|
(36)
|
(29)
|
(7)
|
(75)
|
At 30 June 2023
|
55
|
506
|
376
|
82
|
1,019
|
Charge for the year
|
17
|
298
|
44
|
23
|
382
|
Accumulated depreciation on
disposal
|
-
|
(108)
|
-
|
(14)
|
(122)
|
Difference on foreign
exchange
|
-
|
-
|
(1)
|
1
|
-
|
At 30 June 2024
|
72
|
696
|
419
|
92
|
1,279
|
|
|
|
|
|
|
Carrying amount
|
|
|
|
|
|
At 30 June 2023
|
26
|
840
|
51
|
40
|
957
|
At 30 June 2024
|
20
|
1,027
|
8
|
14
|
1,069
|
16. Leases
The Group has lease contracts in
respect of leasehold property used in its operations. These leases
have lease terms of between two and three years.
There is no leasehold property
recognised by the Group in the two years ended 30 June presented
in
these financial statements other
than those recognised as right-of-use assets. Therefore, for the
carrying amount of right-of-use assets at each reporting date and
movements in each year ended refer to note 15.
Set out below are the carrying
amounts of lease liabilities (included under trade and other
payables) and the movements during each year ended 30
June:
|
2024
£'000
|
2023
£'000
|
Balance as at 1 July
|
56
|
56
|
Additions
|
32
|
47
|
Interest
|
3
|
3
|
Payments
|
(47)
|
(46)
|
Termination of lease
|
(33)
|
-
|
Difference on foreign
exchange
|
(3)
|
(4)
|
Balance as at 30 June
|
8
|
56
|
The maturity analysis of lease
liabilities is disclosed in note 23.
|
|
|
The following are the amounts
recognised in profit or loss:
|
|
|
|
Year ended
|
30 June
|
|
2024
£'000
|
2023
£'000
|
Depreciation expense of
right-of-use assets
|
44
|
46
|
Interest expense on lease
liabilities
|
3
|
3
|
Total amount recognised in profit
or loss
|
47
|
49
|
17. Cash and Cash Equivalents
|
|
|
|
As at 30 June
|
|
2024
£'000
|
2023
£'000
|
Cash at bank
|
3,792
|
7,268
|
|
3,792
|
7,268
|
Cash at bank comprises balances
held by Gelion Plc, OXLiD Ltd and Gelion Technologies Pty Limited
current bank accounts.
18. Other Receivables
|
As at 30
June
|
|
2024
£'000
|
2023
£'000
|
Other receivables:
|
|
|
R&D tax incentive
|
1,614
|
1,934
|
Prepayments
|
137
|
172
|
Restricted cash - Escrow
account
|
133
|
-
|
Other debtors
|
234
|
8
|
Total other receivables
|
2,118
|
2,114
|
The amounts are measured at
amortised cost using the effective interest method in line with
IFRS 9. There were no term deposits for a period greater than three
months as of June 2024.
R&D tax incentives are granted
by the Australian Taxation Office and the HMRC in the form of tax
offsets. The key judgements applied in the recognition of this
receivable are detailed in note 2.20.
Restricted cash in the escrow
account represents the first instalment of deferred consideration
of £400,000 payable to the founder of OXLiD.
The Directors consider that the
carrying value of other receivables approximates to their fair
value.
19. Trade and Other
Payables
Due within one year
|
As at 30
June
|
|
2024
£'000
|
2023
£'000
|
Trade payables
|
795
|
228
|
Accruals
|
290
|
584
|
Employee liabilities including
employment taxes
|
157
|
171
|
Lease liabilities
|
8
|
26
|
Other payables
(GST/VAT)
|
-
|
48
|
|
1,250
|
1,057
|
Due in more than one
year
|
|
|
|
|
As at 30
June
|
|
2024
£'000
|
2023
£'000
|
Lease liabilities
|
-
|
27
|
Provision for long service
leave
|
55
|
-
|
|
55
|
27
|
|
|
| |
Trade payables and accruals
principally comprise amounts outstanding for trade purchases and
continuing costs. The Directors consider that the carrying value
amount of trade and other payables approximates to their fair
value. Please refer to note 23 for further details.
20. Deferred Tax
|
As at 30 June
|
|
|
2024
£'000
|
2023
£'000
|
Deferred tax liabilities
|
320
|
-
|
|
320
|
-
|
|
|
|
|
| |
Deferred tax liability of £320k
represents the carrying amount of the deferred tax liability
recognised on OXLiD's technology-based intangibles at the time of
acquisition, as detailed in note 12.
21. Issued Capital and Reserves
Share capital and
premium
|
Ref.
|
Number of
shares
|
Share
capital
|
Share premium
|
|
on issue
|
£'000
|
£'000
|
Balance as at 1 July
2022
|
|
107,134,839
|
107
|
20,662
|
Shares issued during the
period
|
a/b
|
1,197,911
|
1
|
74
|
Exercise of share
options
|
|
75,000
|
-
|
16
|
Balance as at 30 June
2023
|
|
108,407,750
|
108
|
20,752
|
Merger
relief reserve (fair value of shares issued on
acquisition)
|
|
-
|
11
|
-
|
Shares issued during the
period
|
c
|
27,590,709
|
17
|
4,083
|
Cost of shares issued
|
d
|
-
|
-
|
(348)
|
Exercise of share
options
|
|
12,144
|
-
|
-
|
Balance as at 30 June
2024
|
|
136,010,603
|
136
|
24,487
|
a) On 19
October 2022, 1,026,515 Ordinary Shares of £0.001 each were issued
to ex-CEO Andrew Grimes (related party transaction) in exchange for
relinquishing 1,830,000 options that had vested.
b) On 13
March 2023, Gelion acquired the University of Sydney's Lithium
Sulfur IP for a total consideration of AUD$130,000, which was
satisfied by the issue of 171,396 Ordinary Shares.
c) On 23
November 2023, 17,082,127 new ordinary shares of £0.001 have been
issued at a price of 24 pence per share. On 29 November 2023,
10,508,582 new ordinary shares of £0.001 have been issued as part
of consideration for acquisition of OXLiD Ltd.
d)
Transaction costs incurred in the issuing of shares in the period
ended 30 June 24 of £436,000 of which£348,000 was offset against
share premium and £88,000 was expensed.
Nature and purpose of other reserves
Other reserves
· Share-based payments reserve
The share-based payments reserve
is used to recognise the value of equity-settled share-
based payments provided to
employees, including key management personnel, as part of their
remuneration. Refer to note 22 for further details of these
plans.
· Foreign currency translation reserve
The subsidiary's functional
currency is AUD and therefore on consolidation a foreign
exchange
gain or loss on translation of net
assets is recognised through other comprehensive income at each
reporting date. These gains or losses are accumulated in a foreign
currency translation reserve.
· Capital reduction reserve
Immediately following the Second
Bonus Issue in FY22, the balance standing to the credit of
the
share premium account was
cancelled and the amount so cancelled was credited to a
distributable reserve called the 'capital reduction
reserve'.
· Merger relief reserve
On 29th November 2023, the Company
completed the acquisition of 100% of ordinary shares of OXLiD Ltd.
The transaction consideration involved a combination of cash and
the issuance of 10,508,582
ordinary shares in Gelion. The
investment was recognised at fair value, and the excess of the fair
value over the nominal value of the issued share capital is
recorded within equity as a merger relief reserve.
Other non-distributable
reserves:
Share-based
payment
reserve
£'000
|
Foreign currency translation
reserve
£'000
|
Merger relief
reserve
£'000
|
Total other
reserves
£'000
|
Balance
at 1 July 2022
4,636
|
512
|
-
|
5,148
|
Foreign
currency translation
-
|
(695)
|
-
|
(695)
|
Share-based payment
charge
894
|
-
|
-
|
894
|
Forfeited/cancelled options
(19)
|
-
|
-
|
(19)
|
Balance
at 30 June 2023
5,511
|
(183)
|
-
|
5,328
|
|
|
|
|
Balance
at 1 July 2023
5,511
|
(183)
|
-
|
5,328
|
Foreign
currency translation
-
|
(27)
|
-
|
(27)
|
Merger
relief - fair value of shares
issued
For OxLiD
acquisition
-
|
-
|
2,590
|
2,590
|
Share-based payment
charge
986
|
-
|
-
|
986
|
Balance
at 30 June 2024
6,497
|
(210)
|
2,590
|
8,877
|
22. Share-based
Payments
The Directors recognise the role
of the Group's staff in contributing to its overall success and the
importance of the Group's ability to incentivize and motivate its
employees. Therefore, the Directors believe that certain employees
should be given the opportunity to participate and take a financial
interest in the success of the Company, aligning employees'
interests with shareholders and Company goals.
In July 2022, the Board introduced
a new Share Option Plan. The plan is designed to motivate and
incentivise key talent to assist the Group in achieving its
strategic aims whilst remaining consistent with its tolerance for
risk, all set within delegated limits set out during the
IPO.
These options are structured as
nominal cost options. The options will normally vest in three equal
tranches over three years, subject to continued
employment.
On 21 November 2022, 255,951
options were granted that will vest in three equal tranches, the
first anniversary is 31 August 2023, followed by annual vesting on
31 August 2024 and 31 August 2025. The options were granted with
the exercise price of 0.1 pence and will be exercisable up to the
tenth anniversary of the grant.
On 8 December 2022, 2,704,000
options granted to Mr John Wood and these will vest in three
tranches as follows: 1,622,400 will vest in 12 months from grant
date, 540,800 will vest in 24 months from
grant date and 540,800 will vest
in 36 months from grant date. The options were granted with
the
exercise price of 0.1 pence and
are exercisable up to the fifth anniversary of the
grant.
On 13 December 2023, 1,637,629
options were granted that will vest in three equal tranches,
the
first anniversary being 31 August
2024, followed by annual vesting on 31 August 2025 and 31 August
2026. The options were granted with the exercise price of 0.1 pence
and will be exercisable up to the tenth anniversary of the
grant.
On 20 December 2023, 949,751
options were granted that have an 18-month vesting period and will
vest in full on 31 May 2025. The options were granted with the
exercise price of 0.1 pence and will be exercisable up to the tenth
anniversary of the grant.
On the 5 February 2024, 200,000
options were granted to Louis Adriaenssens that have a 12-month
vesting period and will vest in full on 4 February 2025. The
options were granted with the exercise price of 0.1 pence and will
be exercisable up to the fifth anniversary of the grant.
Share-based payment expense for
the year ended 30 June 24 was £1.0m, an increase of
£0.1m
compared to the prior year. This
increase primarily reflects the acceleration of expense
recognition
inherent in the graded vesting
schedule of share options granted to employees, whereby a larger
proportion of the total expense is recognised in earlier vesting
periods and decreases in the subsequent years. This expense
recognition pattern aligns with the economics of these awards, as
employees render a greater proportion of the services required to
earn the awards during the initial vesting periods.
For options granted to groups of
employees, the estimated number of options expected to vest has
been adjusted downward based on the actual average attrition rate
of 23%. The share- based payment expense for unvested options is
determined by the probability of number of options likely to vest;
as a result, the number of unvested options is reduced to account
for the average attrition rate.
Year ended 30
June
|
|
2024
£'000
|
2023
£'000
|
Share-based payment expense
recognised
|
986
|
894
|
Total share-based payment
expense
|
986
|
894
|
Summary of movements in
awards:
|
New Share Option
Plan Number
|
2021 and prior Orig- inal Share Option
|
Weighted average exercise price
|
'000s
|
Plan Number
|
£
|
|
'000s
|
|
Outstanding at 1 July
2022
|
-
|
7,563
|
0.32
|
Granted
|
2,960
|
-
|
0.00
|
Forfeited
|
(64)
|
(1,905)
|
0.32
|
Exercised
|
-
|
(75)
|
0.22
|
Outstanding at 30 June
2023
|
2,896
|
5,583
|
0.21
|
Exercisable at 30 June
2023
|
-
|
5,583
|
0.32
|
Granted
|
2,787
|
-
|
0.00
|
Forfeited/Cancelled
|
(115)
|
-
|
0.00
|
Exercised
|
(12)
|
-
|
0.00
|
Outstanding at 30 June
2024
|
5,556
|
5,583
|
0.16
|
Exercisable at 30 June
2024
|
1,674
|
5,583
|
0.24
|
The range of exercise prices for
options outstanding at the end of the year was £0.001 to £1.45
(2023:
£0.001 to £1.45).
The weighted average remaining
contractual life for the share options outstanding as at 30 June
2024 was 5.55 years (2023: 7.02 years).
Of the total number of options
outstanding at 30 June 2024, 7,256,964 (2023: 5,582,795) had vested
and were exercisable.
The weighted average fair value of
the options granted in the year was £0.24 (2023: £0.52).
The Black-Scholes option pricing
model was used to value the share-based payment awards granted in
the year as it was considered that this approach would result in
materially accurate estimate of the fair value of options granted.
The following table lists the inputs to the models used for share
option plans:
|
2024
|
2023*
|
Weighted average fair values at
the measurement date
|
£0.24
|
£0.52
|
Weighted average exercise
price
|
£0.001
|
£0.001
|
Expected volatility (%)
|
n/a
|
n/a
|
Risk-free interest rate
(%)
|
n/a
|
n/a
|
Expected life of share options
(years)
|
10
|
10
|
*2024 Options that were granted
represent nominal cost options with an exercise price of £0.001.
Nominal cost options fair value, under the Black-Scholes option
pricing model, equals the share price at grant date, therefore
expected volatility and risk-free interest rate have no impact on
the valuation. In the year ended 30 June 2024 2,787,380 options
(2023: 2,959,951) were granted at an exercise price of £0.001
(2023: £0.001). The total share-based payment expense for the year
was £986,000 (2023: £894,000).
23. Financial Instruments and Risk
Management
Capital risk management
The Group manages its capital to
ensure it will be able to continue as a going concern while
maximising the return to stakeholders. The overall strategy of the
Group is to minimise costs and liquidity risk.
The capital structure of the Group
consists of equity attributable to equity holders of the Group,
comprising issued share capital, and retained earnings as disclosed
in the Consolidated Statement of Changes of Equity.
The Group is exposed to a number
of risks through its normal operations, the most significant of
which are credit, currency and liquidity risks. The management of
these risks is vested to the Board of Directors.
Credit risk
Credit risk is the risk of
financial loss to the Group if a customer or counterparty to a
financial instrument fails to meet its contractual obligations and
arises principally from the Group's receivables from
customers. Indicators that there
is no reasonable expectation of recovery include, amongst others,
failure to make contractual payments for a period of greater than
120 days past due. There were no receivables from customers as at
end of June 2024.
The carrying amount of financial
assets represents the maximum credit exposure.
The principal financial assets of
the Group are bank balances including short-term deposits. The
Group deposits surplus liquid funds with counterparty banks that
have high credit ratings, and the Directors consider the credit
risk to be minimal. The Group's maximum exposure to credit by class
of individual
financial instrument is shown in
the table below:
As at 30
June
|
|
|
2024
Carrying
value
£'000
|
2024
Maximum exposure
£'000
|
2023
Carrying
value
£'000
|
2023
Maximum
exposure
£'000
|
Cash and cash
equivalents
|
3,792
|
3,792
|
7,268
|
7,268
|
|
3,792
|
3,792
|
7,268
|
7,268
|
As at 30
June
|
|
|
2024
Rating
|
2024
Cash at bank
£'000
|
2023
Rating
|
2023
Cash at Bank
£'000
|
Royal Bank of Scotland
|
A+
|
3,671
|
A+
|
4,237
|
HSBC UK
|
A+
|
31
|
|
-
|
Commonwealth Bank of
Australia
|
A+
|
90
|
A+
|
3,031
|
|
|
3,792
|
|
7,268
|
The Group monitors the credit
ratings of counterparties regularly and at the reporting date does
not expect any losses from non-performance by the counterparties.
For all financial assets to which the impairment requirements have
not been applied, the carrying amount represents the maximum
exposure to credit loss.
Currency risk
The Group operates in a global
market with income and costs possibly arising in a number of
currencies (AUD, USD, EUR) and is exposed to foreign currency risk
arising from commercial transactions, acquiring fixed assets and
raw materials, as well as translation of net investment in foreign
subsidiaries. Exposure to commercial transactions arise from sales
or purchases by operating companies in currencies other than the
companies' functional currency. Currency exposures are reviewed
regularly. The Group has signed an agreement with financial
institution in FY23, to set forward exchange rate contracts to
provide certainty in terms of cash flow forecasts.
The Group has a limited level of
exposure to foreign exchange risk through their foreign currency
denominated cash balances and a portion of the Group's costs being
incurred in Australian Dollar.
Accordingly, movements in the
Great British Pounds exchange rate against these currencies could
have a detrimental effect on the Group's results primarily for
reporting purposes.
Currency risk is managed by
maintaining some cash deposits in currencies other than Great
British Pounds, particularly those currencies where future
expenditure is forecasted. The table below shows the currency
profiles of cash and cash equivalents:
|
As at 30
June
|
|
2024
£'000
|
2023
£'000
|
|
|
|
US Dollars
|
3
|
317
|
Great British Pounds
|
2,901
|
1,593
|
Australian Dollars
|
888
|
5,358
|
|
3,792
|
7,268
|
Liquidity risk
Liquidity risk is the risk that
the Group will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group's approach to
managing liquidity is to ensure, as far as possible, that it will
have sufficient liquidity to meet its
liabilities when they are due,
under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group's
reputation.
The Group seeks to manage
liquidity risk by regularly reviewing cash flow budgets and
forecasts to
ensure that sufficient liquidity
is available to meet foreseeable needs and to invest cash assets
safely and profitably. The Group deems there is sufficient
liquidity for the foreseeable future.
The Group had cash and cash
equivalents at period end as below:
As at 30 June
|
2024
£'000
|
2023
£'000
|
|
Cash and cash
equivalents
|
3,792
|
7,268
|
|
3,792
|
7,268
|
|
|
|
| |
The table below sets out the
maturity profile of the Group's financial liabilities at each year
end:
Year ended 30 June 2024
|
Due in less than one
month
|
Due between
one and three months
|
Due between three months and one
year
|
Due between
one year and
five years
|
Total
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Trade and other
payables
|
1,242
|
-
|
-
|
-
|
1,242
|
Lease liabilities
|
3
|
5
|
-
|
-
|
8
|
Provision for Long Service
Leave
|
-
|
-
|
-
|
55
|
55
|
|
1,245
|
5
|
-
|
55
|
1,305
|
Year ended 30 June 2023
|
Due in less than one
month
|
Due between
one and three months
|
Due between three months and one
year
|
Due between one year and five
years
|
Total
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Trade and other
payables
|
1,031
|
-
|
-
|
-
|
1,031
|
Lease liabilities
|
4
|
9
|
12
|
27
|
53
|
|
1,035
|
9
|
12
|
27
|
1,084
|
24. Capital
Commitments
There were no capital commitments
as at 30 June 2024 and 30 June 2023.
25. Related Party
Transactions
Other than the remuneration to key
management personnel outlined in note 10 of these financial
statements, there are the following related party
transactions:
Management and R&D service
fees of £88,201 (2023: £91,757) were paid to Thomas Maschmeyer
Consulting Pty Ltd, a company with a common director (Prof Thomas
Maschmeyer).
Remuneration of £25,448 (2023:
£6,031) was paid to a fixed term employee for services provided to
the
company. The employee is a related
person of a Group Director. FY24 expense reflects the full year
impact whereas in FY23, the employee was involved for part of the
year.
Remuneration of key management
personnel
The remuneration of the Directors,
who are the key management personnel of the Group, is set out in
aggregate in note 10 for each of the categories specified in IAS
24.
26. Events
Subsequent to Year End
Equity fundraising through new
ordinary shares
On 20 December 2024, the company
announced that it has successfully raised gross proceeds of £1.7
million via the issue of 11,397,837 new ordinary shares at a price
of 15 pence per share.
Subsequent to this capital raise, the
Directors have confirmed that they intend to subscribe for, in
aggregate, 1,033,330 new ordinary shares at the issue price
following publication of the Company's financial results for the
year ended 30 June 2024 raising gross proceeds of £0.1 million. The
Company has therefore raised, in aggregate, gross proceeds of
approximately £1.8 million through the capital raise
round.
27.
Control
In the opinion of the Directors
there is no single ultimate controlling party.
28. Alternative
Performance Measures (APM)
The below non-IFRS performance
measures have been used. These measures are additional to
IFRS
measures and may not be comparable
with other companies. APMs should not be viewed in isolation but as
a supplementary information.
In determining whether an item
should be presented as an allowable adjustment to IFRS measures,
the Group considers items which are significant either because of
their size or their nature, and which are
non-recurring. For an item to be
considered as an allowable adjustment to IFRS measures, it must
initially meet at least one of the following criteria:
· It
is a significant item, which may cross more than one accounting
period.
· It
has been directly incurred as a result of either an
acquisition/divestment or arises from a major business
change.
· It
is unusual in nature, e.g. outside the normal course of
business.
If an item meets at least one of
the criteria, the Board, through the Audit and Risk Committee, then
exercises judgement as to whether the item should be classified as
an allowable adjustment to IFRS performance measures. These
adjustments have been defined as:
A. Capital raising and
acquisition related costs - Costs incurred in relation to capital
raising, acquisition or divestment
B. Loss on disposal of
fixed assets and write-off of IP intangibles
C. Share-based
payments expense - Non-cash employee incentives
Use: Provides a consistent measure
of the profits from the core business activities. The Company
believes these APMs are widely used by securities analysts,
investors and other interested parties to evaluate the
profitability of companies. This measure is closely tracked by
management to evaluate the Company's operating performance and to
make financial, strategic and operating decisions and because it
may help investors to understand and evaluate, in the same manner
as management, the underlying trends in the Company's operational
performance on a comparable basis, period on period.
Measures
1. Adjusted
EBITDA loss is calculated by excluding Capital raising and
acquisition related costs, Loss on disposal of fixed assets and
write-off of IP intangibles, Share-based payments and Depreciation
and Amortisation from Operating loss:
Reconciliation:
Year ended 30
June
|
|
2024
£'000
|
2023
£'000
|
Operating loss
|
(8,105)
|
(7,557)
|
Adjustments
|
|
|
Loss on disposal of fixed assets
and write-off of IP intangibles
|
1,236
|
186
|
Share-based payments
expense
|
986
|
894
|
Depreciation and
amortisation
|
700
|
463
|
Capital raising and acquisition
related costs
|
363
|
80
|
Adjusted EBITDA loss
|
(4,820)
|
(5,934)
|
2. Adjusted
Operating loss is calculated by excluding Loss on disposal of fixed
assets and write-off of IP intangibles and Capital raising and
acquisition related costs from Operating loss.
Reconciliation:
Year ended 30
June
|
|
2024
£'000
|
2023
£'000
|
Operating loss
|
(8,105)
|
(7,557)
|
Loss on disposal of fixed assets
and write-off of IP intangibles
|
1,236
|
186
|
Capital raising and acquisition
related costs
|
363
|
80
|
Adjusted Operating loss
|
(6,506)
|
(7,291)
|
3. Adjusted
loss after taxation is calculated by excluding non-recurring
expenses from reported loss from ordinary activities after
taxation.
Reconciliation:
Year ended 30
June
|
|
2024
£'000
|
2023
£'000
|
Loss on ordinary activities after
taxation
|
(7,948)
|
(7,407)
|
Loss on disposal of fixed assets
and write-off of IP intangibles
|
1,236
|
186
|
Capital raising and acquisition
related costs
|
363
|
80
|
Adjusted loss after
taxation
|
(6,349)
|
(7,141)
|
4. Pro forma
cash and cash equivalents are calculated by including R&D tax
incentive receivables from the Australian and UK
governments.
Reconciliation:
|
|
|
Year ended 30 June
|
|
2024
£'000
|
2023
£'000
|
Cash and cash
equivalents
|
3,792
|
7,268
|
R&D tax incentive receivable
from the Australian Government
|
1,557
|
1,934
|
R&D tax credits from the UK
Government
|
57
|
-
|
Pro forma cash and cash
equivalents
|
5,406
|
9,202
|
Parent Company Balance Sheet
As at 30
June
|
|
|
Notes
|
2024
£'000
|
2023
£'000
|
|
Assets
|
|
|
Non-current assets
|
|
|
|
Investment in
subsidiary
|
4
|
26,446
|
24,589
|
Current assets
|
|
|
|
Cash and cash
equivalents
|
|
3,671
|
4,237
|
Other receivables
|
5
|
392
|
79
|
Total assets
|
|
30,509
|
28,905
|
Liabilities
|
|
|
|
Current liabilities
|
|
|
|
Trade and other
payables
|
6
|
315
|
172
|
Total liabilities
|
|
315
|
172
|
|
|
|
|
Net assets
|
|
30,194
|
28,733
|
Equity
|
|
|
|
Issued capital
|
7
|
136
|
108
|
Share premium account
|
7
|
24,487
|
20,752
|
Share-based payment
reserve
|
7
|
6,496
|
5,510
|
Capital reduction
reserve
|
7
|
11,194
|
11,194
|
Merger relief reserve
|
|
2,511
|
-
|
Accumulated losses
|
|
(14,630)
|
(8,831)
|
Total equity
|
|
30,194
|
28,733
|
|
|
|
|
|
|
|
| |
As permitted by Section 408 of the
Companies Act 2006, no income statement or statement of
comprehensive income is presented for the Company.
The financial statements of Gelion
Plc, company registration number 09796512, were approved by the
Directors and authorised for issue on 24 December 2024.
Parent Company Statement of Changes in
Equity
Share capital
|
Share
premium
|
Accu- mulated losses
|
Capital reduc-
tion
reserve
|
Share- based payment
reserve
|
Merger relief reserve
|
Total
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance at 1 July 2022
|
107
|
20,662
|
(937)
|
11,194
|
4,635
|
-
|
35,661
|
Total
comprehensive loss
Contributions by and distributions to owners:
|
-
|
-
|
(7,894)
|
-
|
-
|
-
|
(7,894)
|
Share-based payment charge
|
-
|
-
|
-
|
-
|
894
|
-
|
894
|
Shares issued during the
period
|
1
|
73
|
-
|
-
|
-
|
-
|
74
|
Forfeited/cancelled options
|
-
|
-
|
-
|
-
|
(19)
|
-
|
(19)
|
Exercise
of share options
|
-
|
17
|
-
|
-
|
-
|
-
|
17
|
Total
contributions by
and
distributions to owners
|
1
|
90
|
-
|
-
|
875
|
-
|
966
|
Balance at
30 June 2023
|
108
|
20,752
|
(8,831)
|
11,194
|
5,510
|
-
|
28,733
|
Balance at 1 July 2023
|
108
|
20,752
|
(8,831)
|
11,194
|
5,510
|
-
|
28,733
|
Total
comprehensive loss
for the
period
|
-
|
-
|
(5,799)
|
-
|
-
|
-
|
(5,799)
|
|
|
|
|
|
|
|
| |
Contributions by and
distributions
to owners:
Merger
relief reserve (fair value of
shares
issued on acquisition)
11
|
-
|
-
|
-
|
-
|
2,511
|
2,522
|
Share-based payment charge
-
|
-
|
-
|
-
|
986
|
-
|
986
|
Shares issued during the
period
17
|
4,083
|
-
|
-
|
-
|
-
|
4,100
|
Costs of share issued
-
|
(348)
|
-
|
-
|
-
|
-
|
(348)
|
Exercise of share options
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
contributions by 28
and distribution to owners
|
3,735
|
-
|
-
|
986
|
2,511
|
7,260
|
Balance at 30 June 2024
136
|
24,487
|
(14,630)
|
11,194
|
6,496
|
2,511
|
30,194
|
1. General
Information
Gelion Plc ('Gelion' or the
'Company') is a 100% owner of an Australian subsidiary that
conducts research and development in respect of an innovative
battery system and associated industrial design and
manufacturing.
Gelion is a public limited
company, limited by shares, incorporated and domiciled in England
and Wales. The Company was incorporated on 26 September 2015. The
registered office of the Company is at c/o Armstrong, Level 4
LDN:W, 3 Noble Street London EC2V 7EE. The registered company
number is 09796512.
Gelion Plc was incorporated as
Gelion UK Ltd. On 12 November 2021, the Company was re-registered
as a public limited company under the Companies Act and its name
was changed to Gelion Plc.
The Board, Directors and
management referred to in this document refers to the Board,
Directors and management of Gelion.
2. Accounting
Policies
2.1 Basis of
preparation
These separate financial
statements have been prepared in accordance with Financial
Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101).
The financial statements have been
prepared under the historical cost
convention and in accordance with the Companies Act
2006.
The preparation of financial
statements in compliance with FRS 101 requires the use of certain
critical accounting estimates. It also requires Group management to
exercise judgement in applying the Group's accounting policies. The
areas where significant judgements and estimates have been made in
preparing the financial statements and their effect are disclosed
in note 2.20 of the consolidated financial statements.
The following exemptions from the
requirements of IFRS have been applied in the preparation of these
financial statements, in accordance with FRS 101:
•
Paragraphs 45(b) and 46 to 52 of IFRS 2 - Share-Based
Payment
•
IFRS 7 - Financial Instruments (Disclosures)
•
Paragraphs 91 to 99 of IFRS 13 - Fair Value Measurement
•
The following paragraphs of IAS 1 - Presentation of Financial
Statements
•
10(d) - Statement of cash flows
•
16 - Statement of compliance with all IFRS
•
38A - Requirement for minimum of two primary statements, including
cash flow statements
•
38B-D - Additional comparative information
•
111 - Statement of cash flows information
•
134-136 - Capital management disclosures
•
IAS 7 - Statement of cash flows
•
Paragraph 17 of IAS 24 - Related party disclosures relating to key
management personnel
•
The requirement of IAS 24 - Related party transactions relating to
transactions between group members
These financial statements are
presented in Great British Pounds (GBP) unless otherwise stated,
which is the Company's presentational and functional currency.
Amounts are rounded to the nearest thousand, unless otherwise
stated.
2.2. Significant
accounting policies
The accounting policies of the
Company are the same as those of the Group which are set out in the
relevant Notes to the Consolidated Financial Statements, except
that it has no policy in respect of consolidation and investments
in subsidiaries are carried at historical cost, less any
provisions
for impairment.
2.3. Critical judgements
and key sources of estimation uncertainty
As noted in note 2.20 to the
consolidated financial statements the preparation of the
financial
statements requires management to
make estimates and assumptions that affect the reported
amount
of revenues, expenses, assets and
liabilities and the disclosure of contingent liabilities. Company
specific critical judgements are as follows:
- Impairment of investments in
subsidiaries.
The Company is making significant
investments into Gelion Technologies Pty and OXLiD Ltd
to
assist with the development and
deployment of its technologies. In assessing the carrying value of
this asset for impairment, the Directors will at the end of each
reporting period assess whether there is any
indication that an asset may be
impaired including the Investment in Subsidiary. The assessment
will consider indications for potential impairment and assess the
impairment amount with reference to the recoverable amount and
carrying amount of the asset.
2.4. Share-based
payments
The Group provides benefits to its
employees in the form of share-based payments, whereby employees
render services in exchange for shares or rights over shares
(equity-settled transactions) in the parent entity as per note 2.14
of the consolidated financial statements. The only difference to
that policy is that the costs relating to share-based payments is
capitalised in the parent as part of the investment in the Group's
subsidiaries, as it relates to employees of those
subsidiaries.
3. Results
for the Year
The Company recorded a loss for
the financial year ended 30 June 2024 of £5,799,000 (2023:
loss
£7,894,000). The auditors'
remuneration for audit and other services is disclosed in note 7 to
the
consolidated financial
statements.
4. Investments in
Subsidiaries
The following were subsidiary
undertakings of the Group:
Name
|
Registered office
|
Class of shares
|
Holding
|
Gelion Technologies Pty
Limited
|
Australia
|
Ordinary A
|
100%
|
OXLiD Ltd
|
UK
|
Ordinary A
|
100%
|
Battery Minerals Ltd
|
UK
|
Ordinary A
|
100%
|
The shareholdings are held
directly.
The registered office of Gelion
Technologies Pty Limited is Level 16, 101 Miller Street, North
Sydney, NSW 2060.
The registered office of OXLiD Ltd
and Battery Minerals Ltd is c/o Armstrong, Level 4 LDN:W, 3 Noble
Street London EC2V 7EE.
|
Gelion Technologies Pty Ltd
|
OXLiD Ltd
|
Total
|
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
At 30 June 2022
|
28,233
|
-
|
28,233
|
Additions - equity
subscription
|
2,482
|
-
|
2,482
|
Additions - share-based payment
charge
|
894
|
-
|
894
|
Less - options
cancelled
|
(19)
|
-
|
(19)
|
At 30 June 2023
|
31,590
|
-
|
31,590
|
Additions - acquisition of a
subsidiary
|
-
|
3,772
|
3,772
|
Additions - equity
subscription
|
1,562
|
300
|
1,862
|
Additions - share-based payment
charge
|
895
|
91
|
986
|
At 30 June 2024
|
34,047
|
4,163
|
38,210
|
|
|
|
|
Impairment
|
|
|
|
At 30 June 2022
|
-
|
-
|
-
|
Impairment
|
7,001
|
-
|
7,001
|
At 30 June 2023
|
7,001
|
-
|
7,001
|
Impairment
|
4,763
|
-
|
4,763
|
At 30 June 2024
|
11,764
|
-
|
11,764
|
Carrying amount
|
|
|
|
At 30 June 2023
|
24,589
|
-
|
24,589
|
At 30 June 2024
|
22,283
|
4,163
|
26,446
|
Share-based payment charges
capitalised relate to the share-based payment charges incurred by
the parent company for options granted by the parent to the
employees of the subsidiary.
As for the impairment of the
investment, please refer further to note 4.1.
4.1. Impairment of Investment in
Subsidiaries
The Company tests the net
recoverable amounts of assets annually for impairment, or more
frequently if there are indicators of impairment. During the year,
Management considered the recoverability of its investments in
subsidiaries, which is disclosed in note 4. The subsidiaries
continue to operate, incurring research and development activity
and generate losses, which is seen as temporary. The fair value
measurement of the investments is classified as Level 1 under IFRS
13.
Gelion Technologies Pty Limited is
responsible for majority of the Group activities. As such, this
single cash generating unit contributes significantly to the market
capitalisation of the Group (and parent company, listed on
AIM).
Since the Company is pre-revenue,
the directors do not think the value in use to be an appropriate
measure to determine recoverable amount. Th directors have
therefore considered the market capitalisation less relevant
adjustments as a proxy in the 'fair value less costs to sell'
assessment.
The market capitalisation of the
Group on 30 June 2024 was £30.2 million (136,010,603 shares at
the
share price of 22.2 pence).
Certain adjustments were made to the market capitalisation being
the cash balance (£3.7 million) and net receivables (£0.1 million)
in the parent company at 30 June 2024 resulting in the indicative
carrying value of £26.4 million.
In comparing the cost of the total
investment (£31.2 million), the indicative carrying value of £26.4
million represents an impairment of £4.8 million to be recognised
in the current year. If this exercise was undertaken on 31 October
2024, the impairment would increase by £3.6 million to £8.4
million.
Management considered the
investment in OXLiD Ltd for impairment and concluded that there
is
no impairment as of 30 June 2024.
As a separate CGU, its recoverable amount exceeds its carrying
value, as detailed in Note 14.
Battery Minerals Ltd was
incorporated on 16 February 2024, and there is a £1 investment in
Battery Minerals Ltd as of 30 June 2024.
The Company will continue to
assess the recoverable amount of its investments in subsidiaries
annually or whenever there are indications of impairment, in
accordance with IAS 36. Any subsequent changes in the recoverable
amount and impairment losses will be recognized in the financial
statements in the periods in which they occur.
5. Trade and Other Receivables
|
|
|
As at 30
June
|
|
2024
£'000
|
2023
£'000
|
Amounts receivable from Group
companies
|
198
|
-
|
Restricted cash - Escrow
account
|
133
|
-
|
Prepayments
|
19
|
50
|
Other debtors
|
42
|
29
|
|
392
|
79
|
Restricted cash in the escrow
account represents the first instalment of deferred consideration
of
£400,000 payable to the founder of
OXLiD.
The amounts are measured at
amortised cost using the effective interest method in line with
IFRS 9.
There were no term deposits for a
period greater than three months as of June 2024.
6. Trade and Other Payables
|
|
Due within one year
|
|
As at 30
June
|
|
2024
£'000
|
2023
£'000
|
Trade payables
|
231
|
28
|
Amounts owed to Group
companies
|
-
|
59
|
Accruals
|
84
|
85
|
|
315
|
172
|
7. Share Capital
Details of the Company's share
capital are as set out in note 21 to the consolidated financial
statements.
Details of the Company's share
premium account and other reserves are as set out in note 21 to the
consolidated financial statements.
Details of the movements in
retained earnings are set out in the parent company Statement of
Changes in Equity.