TIDMZED
RNS Number : 1951B
Zenova Group PLC
31 May 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
("MAR") WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN
(WITHDRAWAL) ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN
31 May 2023
Zenova Group PLC
("Zenova", the "Company" or the "Group")
Annual Results for the period ended 30 November 2022
Zenova Group PLC (AIM: ZED) , a provider of innovative fire
safety and heat management technology and products, today announces
its results for the year ended 30 November 2022.
Highlights for the year ended 2022
-- Successful launch of 4 key products (all independently
certified and validated) into the market: FP (Fire Protection
Paint), IP (Thermal Insulation Paint), IR (Insulation Render) and
WB (Wildfire Barrier).
-- Sales of GBP175k for the year ended 30 November 2022 (2021 -
GBP6k). Whilst, as previously announced on 30 November 2022,
revenue is lower than expected, Zenova has achieved sales of all
its launched products and made entry to a wide range of territories
and markets, which the company anticipates will lead to further
orders and significant revenue growth in the near term.
-- Loss for the year of GBP2,032k (2021 - GBP1,156k). mainly
arising from costs of research and development, testing and
certification, staff cost, and professional fees as Zenova Group
Plc establishes its position in the market.
-- Multiple sub-distributor agreements signed to sell Zenova
products, including with Omnis Panels LLC a construction sector
wholesaler in the United Stated of America.
-- Scalable manufacturing partners put in place to ensure the
supply of all Zenova products can satisfy the expected growth in
demand for products across multiple geographies.
-- Additional validation of WB and FP by Professor Claire
Belcher and her team from the University of Exeter wildFIRE Lab,
with further successful tests of FP and WB conducted by the Dorset
and Wiltshire Fire Service under the supervision of Professor
Belcher and her team.
-- Products showcased at the Robert Price Sustainable Energy Centre.
-- Zenova WB, FP and FX 500 also assessed by Gardiner Associates
Training and Research (GATR) is Europe's largest provider of
inter-agency fire investigation training providing services to
police and fire authorities.
-- Implementation of trials of IP and IR for Southdown Housing
Association in East Sussex with successful results which have been
independently verified by a third-party using infrared imagery
testing.
-- Successful trial conducted by the NHS Surrey & Epsom
trust hospital of Zenova's IP. Zenova FP Paint was also specified
by BDP Architects and Laing O'Rourke, to supply Zenova FP Paint
within the main entrance facade as part of the NHS's 3Ts
redevelopment project at the Royal Sussex County site,
Brighton.
-- Zenova fire safety solutions displayed at the Natural
Disaster Exp o in Anaheim in November 2022 and the Emergency
Services The Natural Disaster Expo is one of the largest natural
disaster expos in the USA.
-- Successful demonstration of the FX500, WB and FP within the
film and TV industry which took place at Pinewood Studios in the
UK.
Post year end highlights
-- Appointment of Don Nicolson as Executive Chairman of the
Company, with a near term focus on sales and rigorous cost
control.
-- Launch of Zenova FX 500 a handheld aerosol fire extinguisher
effective on all fires. Initial pre-orders have been received from
the Ukrainian military as well as from a large-scale Lithium
battery manufactured in the United States, Big Battery LLC as well
as a first large order from a newly appointed sub-distributor in
the UK (Zensafe Ltd) for 10,000 units of which the first 500 have
been delivered for sale through its Amazon platform.
-- Appointment of Viridis Group Sp z.o.o as sub-distributor of
Zenova products in Poland with an immediate order for GBP21k of
products.
-- The passing of testing results for the 6L & 9L FX fire
extinguishers by MPA Dresden Fire in Germany confirming Class A,B,
E and F classification to the latest EN3 standard.
-- The passing of certification test results for the FX500
aerosol fire extinguisher by CNBOP an international testing house
confirming Class A,B, E and F classification to the BS 6515
standard.
-- Zenova completed successful pilot project with Together
Housing to assess Zenova IP thermal insulation paint's ability to
insulate properties that are difficult to insulate using
traditional methods of insulation.
-- Zenova IP Project With Liverpool John Moores University
Resulting In Lowering Fuel Bills, Lower Cost Of Refurbishments,
Improved Environmental Benefits and EPC improvements.
-- Zenova's Sub-Distributor Clastrom Places Its First Order For
40,000 FX500 Aerosol extinguisher units for Germany with a retail
value of GBP800,000 .
-- Don Nicolson, Thomas Melchior, Etrur Albani and Fiona
Rodford, all being Directors of the Company, have today entered
into a working capital loan with the Company to make available up
to GBP350,000 of cash resources should it be required (the "Working
Capital Loan"). None of the Working Capital Loan has been drawn
down. The directors' participation in the Working Capital Loan
constitutes a related party transaction pursuant to Rule 13 of the
AIM Rules for Companies. Consequently, the Independent Directors,
being Tony Crawley and Alain Gottesman consider, having consulted
with the Company's nominated adviser, SPARK Advisory Partners
Limited, that the terms of the Working Capital Loan are fair and
reasonable insofar as the Company's shareholders are concerned.
-- Including the Working Capital Loan referred to above, the
Company has cash resources of approximately GBP 0.5m.
Outlook
We anticipate that the next twelve months will be focussed on
sales growth. Zenova expects that its order book will grow at an
increasing pace as its distribution channels gear up. In the
meantime, the Group has implemented strict cost controls to ensure
it has the working capital to navigate this period of growth. With
recent validation of the improvement to a properties EPC using
Zenova insulation paint by Liverpools John Moores University, this
will hopefully permit Government grant schemes to enable an
increase in volume of sales, due to legislation driven demands on
the insulation of buildings not only in the UK but now in many
parts of the world. The launch of the 6l and 9l extinguishers in
the coming months will also add further revenue streams to the
sales.
Tony Crawley, Chief Executive of Zenova Group PLC commented: It
has been a challenging year with a number of issues impacting on
the pace of sales, primarily testing and verification taking longer
than expected, as well as in some sectors sales cycle in
specification taking longer. With testing and certification of the
products now coming to its final conclusion, the sales cycle is now
improving with the relevant validation and certification in place
to allow the products to scale into the commercial sectors within
Europe. Production of the FX500 is now underway in Canada as well,
and with the level of interest from the USA and Canada markets we
see encouraging sales. Further interest of Zenova IP paint in the
USA as well as in the UK and Europe is also gaining traction
following the very positive recently published Liverpool John
Moores University trial results.
For further information please contact:
Zenova Group PLC
Tony Crawley, Chief Executive Officer Via Orana Corporate LLP:
Don Nicolson, Executive Chairman Anthony Eastman
Tel: +44 20 3475 6834
SPARK Advisory Partners Limited (Nominated Adviser)
Matt Davis / Adam Dawes Tel: +44 20 3368 3550
SI Capital Limited (Broker)
Nick Emerson Tel: +44 1483 413 500
Chairman's Statement
Dear Shareholders,
Zenova was established to develop innovations within the fire
safety and heat management industry. Since our IPO in 2021 Zenova
has launched five new products and made in-roads into a broad range
of markets and industries.
Over the last year Zenova's products have been tested by experts
in their field, with very positive feedback. The company has made
initial sales across all the products it has launched and signed
agreements with sub-distributors in United Kingdom, Australia, USA,
Spain, and Germany.
Zenova products have been specified for use in construction
projects, renovations, film productions and production site safety,
by both local government bodies, commercial entities and social
housing projects.
The Group has achieved much in 2022, however sales growth has
been lower than expected with GBP175k of revenues recorded in the
year ended 30 November 2022. Sales during the last year have been
impacted as sales cycles for innovative safety products have
lengthened as a result of the broader trading environment. Sales
associated with the agreements signed in Germany and in Australia
in 2022 have been slower than expected due to delays in receiving
regional certifications. The board therefore expects revenues it
previously anticipated to be recorded in 2022 to be achieved the
following financial year. The Company is also focusing its efforts
increasing brand awareness of Zenova products within key
sectors.
The Board believes that Zenova is well positioned for a period
of turnover growth as the Company benefits from the hard-work and
achievements during the last year.
In the meantime, the Company is committed to a programme of
rigorous cost management and is currently managing its budgets on a
monthly basis at Board level to ensure it has sufficient working
capital to navigate this period of growth. This is coupled with a
lower than budgeted manufacturing cost due to its outsourced just
in time manufacturing arrangements giving it flexibility, speed and
scalability which assists cashflow management. Further the Company
expects Research and Development costs to fall as it moves into
next phase of its operations.
The last year has not been without its challenges, but as the
recently appointed Executive Chairman of the Group, I look forward
to meeting any new challenges head on and striving to realise the
potential inherent in this Group.
Our long-term goal is to establish Zenova as a trusted brand for
fire safety across multiple sectors and geographies. We are
confident in the effectiveness of our products, which has now been
established through rigorous testing, trials, and customer
experience. To drive sales growth, and returns to our investors, we
will focus on increasing brand awareness, engaging further with our
customers and leveraging key partnerships. We believe Zenova and
its products have a bright future and look forward to updating the
market with further developments.
Thank you for your ongoing support.
Don Nicolson
Executive Chairman
Strategic Report by the Chief Executive
History
The founders of the Group, using their years of experience in
the fire safety and insulation industry, started research and
development in 2017. A significant driver behind the Group's
formation was a perceived lack of technological advancements in the
fire safety industry. The landscape of fire safety had seen little
significant developments for more than fifty years, resulting in
fire-fighters across the world using archaic technology, that is
not only resource exhaustive but can also produce harmful
by-products.
Realising an inherent gap in the market, the team, led by Tony
Crawley, the Company's Chief Executive Officer, developed effective
methods of deterrence, focusing first on fire extinguishing fluid
and associated hardware systems. Following encouraging test
results, the founders increased the range of products in
development to include paints and renders. By using innovative
mixes, and refining the formulation and development process, the
team were able to produce industry leading solutions to a number of
fire protection and temperature management problems. This was
achieved without compromising the sustainability of natural and
economical resources, including personal health and safety.
Zenova Ltd was formed on 20 January 2020 as a vehicle to
commercialise the intellectual property created by the
founders.
On 22 July 2021 Zenova Group Plc was admitted to AIM, in
conjunction with raising GBP4.5 million before costs. In September
2021 Keswick Enterprises Group Ltd was appointed to distribute,
warehouse, and provide logistics support for our innovative
insulation products globally, and to provide a complete supply
chain where required.
During this period significant progress was made in the testing,
certification, and accreditation of the products brought to market
and available after July 2021. These included Zenova FP fire
protection paint, Zenova IP thermal insulation paint and Zenova IR
thermal insulation render. Further pilots, trials, and further
industry standard tests where continuing to improve the products IP
market edge until early 2023.
The innovative and effective properties of these products
resulted in significant interest globally and Zenova adopted a
strategy of appointing sub-distributers in several key territories
where it believes the products can successfully penetrate these
markets.
Research and Development
The Group is committed to continuously developing and improving
its products in order to maintain its competitive advantage. The
Group has a small research and development team, engaged under
consulting agreements, that is involved in product testing,
development and refining the formulas and processes used for
production. In addition to the development of new products, the
Group's R&D efforts also focus on rigorous and continuous
testing and trials. These trials also demonstrate the effectiveness
of Zenova products to potential clients, whilst allowing our team
to explore further uses and markets.
As an example - during 2022 Zenova completed testing on its WB
and FP products as part of a live burn set on a big budget
production at Pinewood Studios. Bells and Two Tones Fire and Rescue
Limited ("B&TT"), the leading fire safety provider within the
UK TV and film industry, carried out a real-world test of the
Zenova WB and FP products. 2 identical scaled sets were built, the
sets were constructed out of 3mm ply and 2×1 batten. They both had
a pitched roof with straw acting as a thatch.
One was treated with the Zenova FP 1 coat of primer and 2
topcoats on the inside and Zenova WB was applied via a spray on the
outside and the straw roof was also treated with the WB, this was
felt to offer the set maximum protection. The second set was left
untreated.
Each set then had a fire set inside them and left to propagate,
after 8 minutes the untreated set was reduced to a pile of ash, the
set treated with Zenova products looked untouched.
In late 2022 the Group announced the start of production of
Zenova FX500 in the UK and USA. The FX500 is a high-performance
handheld fire extinguisher that has been tested by independent
experts and adheres to the highest industry standards. The fire
extinguisher is safe to use on any type of fire, reduces the risk
of reignition once the fire has been extinguished and has been
tested to the BS 6165 standard. It boasts an efficient and compact
design, allowing for it to be dispersed from any 360deg
orientation, which ensures that the Zenova FX500 is convenient to
handle and simple to operate while providing the user with a highly
effective and fast working fire extinguisher.
An initial order for 7,500 units of Zenova FX500 has been placed
via Omnis LLC (Zenova's sub-distributor in the USA) from Big
Battery LLC based in California. Big Battery is the largest lithium
battery supplier in the USA and has purchased 500 units of FX500
following a trial in which the mini extinguisher successfully
extinguished a lithium battery fire. Such fires have proved very
difficult if not impossible to put out using conventional methods.
Management expects the initial order to lead to further significant
orders in the near future.
Zenova manages the demand for its products as a result of it
outsourcing the manufacture of these products to a small number of
trusted independent global manufacturers, that have the capacity to
increase production accordingly.
Products
Zenova has developed a range of products providing fire safety
and heat management solutions for a wide range of sectors and
environments.
ZENOVA FX - Fire Extinguisher
Zenova FX is a fire extinguisher like no other. It puts out
class A, B, E, F fires.
ZENOVA CS - Ceiling Sprinkler
Zenova CS blends the best features of both detectors and
extinguishers while avoiding the drawbacks of each. It senses heat
rather than smoke, resulting in less false alarms, and it's an
automatic system that doesn't require a battery or a person to
operate it.
The modular Zenova CS unit expels 2.4 - 4.8 L of proprietary
Zenova FX suppression fluid at high-pressure to suppress the source
of a fire, yet maintains visibility that allows occupants to
evacuate quickly.
ZENOVA FP - Fire Protection Paint
Zenova FP is a water based, fire protection paint (also known as
a 'thermofoaming' or 'intumescent' paint), which can be used on any
surface.
When exposed to heat or flames, the paint expands and creates a
solid foam-like crust which will not burn and insulates the surface
it is painted on. This prevents surfaces from catching fire and
stops fire spreading
It has been tested by global fire industry experts and complies
with UK building regulations and the latest UK and European fire
safety standards.
ZENOVA IP - Thermal Insulation Paint
Zenova IP thermal insulation paint embeds the most modern
insulating technology in a thermos-like ultra-thin layer. Zenova IP
saves energy by increasing the thermal insulation level in
commercial and residential buildings. Solar heat can increase the
temperature within a building by 75% to 90%.
Zenova IP has been independently tested and validated to
deflect, absorb and dissipate up to 75% of this heat, thereby
reducing the inside temperature by up to 45%. Suitable for both
exterior and interior, on any type of surface.
ZENOVA IR - Thermal Insulation Render
Zenova IR is an insulation render that can be applied to
internal and external walls in commercial and residential buildings
to provide immediate insulation benefits, and can be colour matched
to any colour.
ZENOVA WB - Wildfire Barrier Fluid
Zenova WB is a wildfire barrier fluid (applied via spray wands
or aerial drops), which provides a virtual barrier where fire
simply will not burn. Repeated tests on a variety of extremely dry
wildfire fuels (grasses, hays, brush) demonstrates the incredible
fire resistance Zenova WB provides, while remaining viable after
application for 30+ days in dry conditions.
By creating an effective fire stop, Zenova WB provides essential
property and personal protection for dwellings, buildings, people
or wildlife that find themselves in harm's way when these
devastating fires happen.
ZENOVA FX 500
The Zenova FX500 is a high performance handheld fire
extinguisher that is tested by independent experts and adheres to
the highest industry standards. Safe for use on any type of fire
the Zenova Fx500 reduces the risk of reignition.
The Zenova Fx 500 is quick, easy and safe to operate and has
been tested to BS6165 standard.
As more of Zenova's products reach the market, the Directors
believe there will be significant opportunities for cross-selling
amongst its existing customer bases.
Operations
Manufacturing is subcontracted to specialist manufacturers in
each category of product. The Group sources and approves the
manufacturing components and processes used by the manufacturers in
advance of first production. Zenova maintains responsibility for
ongoing manufacturing oversight and implementation of manufacturing
strategy based on forecasts and evident product supply and demand
levels. The manufacturing process for all products and the time
scale to produce finished goods is short. The Group has entered
into manufacturing contracts with manufacturers to produce the
initial volumes of its paints, primers, render, firefighting fluid
and fire extinguishers.
The Group is in discussions with other manufacturers regarding
agreements to produce its ceiling sprinklers.
Under the terms of the manufacturing contracts, all paints,
primers, and rendering solutions are manufactured and packaged in
appropriately sized tins and canisters in the UK, Canada, and
Europe by the manufacturer.
Zenova brand labelling and packaging is also carried out by the
manufacturer under Zenova's guidance. The manufacturers will also
produce Zenova FX fluid which will be supplied in a range of
container sizes dependant on the end use. The Company is in
negotiations with additional manufacturers to support the Group's
growth in the short to medium term.
Zenova Group PLC has appointed The Keswick Enterprises Group Ltd
to distribute, warehouse and provide logistics support for its
insulation products globally, and to provide a complete supply
chain where required.
The Keswick Enterprises Group is a privately owned UK-based
business, with subsidiaries in the UK, Ireland, and Central Europe,
and offers extensive global experience in sourcing, supply chain,
forwarding and fulfilment related activities. Led by John Harvey
and a group of former Tibbett and Britten Group PLC executives,
Keswick was set up in 2004, and brings a wealth of international
contacts and experience to Zenova.
Zenova has entered into a number of international
sub-distributor agreements in various territories globally
including Australia, Spain, Germany, Poland, Austria and
Switzerland as well as Saudi Arabia and the USA. These contracts
include an annual commitment to purchase a minimum quantity by
value of Zenova products, as previously announced. This has grown
more slowly than expected and resulted in a low level of orders
being placed to date. The Company expects that this will increase
in pace as the penetration of markets and brand awareness takes
place over time and anticipates that this international network
will deliver the revenues committed to as anticipated, albeit at a
slower pace until external market conditions improve.
Zenova's sub-distributor in Australia (Spark) has been delayed
in penetrating its market as a result of a local covid restrictions
and certification requirement in addition to the international
standard testing achieved for Zenova products and it is anticipated
that once this has been obtained their domestic market will provide
a healthy level of sales via their efforts.
Zenova's sub-distributor in Germany has also been delayed in
penetrating its market as a result of a local certification
requirement in addition to the international standard testing
achieved for Zenova products. This has now been satisfied and as a
result Hanse Coatings has placed a first order for the Zenova FP,
IP and IR. In addition, Hanse has also launched the FX500 aerosol
fire extinguisher in the German market and has placed it's first
order of 40,000 units of Zenova FX500 and will be placing
additional orders of units in the near future.
The Company continues to identify and appoint international
sub-distributors:
-- Ethmaar Investment Company has been approved as a
sub-distributor in Saudi Arabia for Zenova FP, IP, IR and Primer.
Ethmaar is completing the certification process required by the
government in Saudi Arabia, following which a first order is
expected to be placed by the end of the year.
-- Omnis Panels LLC has been appointed as a sub-distributor
within the construction sector in the USA for Zenova FX500, FP, IP,
IR and Primer. Omnis has begun the task of building brand awareness
in the USA with a number of trade show events completed, generating
significant interest.
Sales and Marketing
Sales is currently concentrated on large business-to-business
accounts in sectors such as construction, manufacturing, and
industrial and public sector bodies. The Group targets sales
directly to the end user, by appointing sub-distributors to make
sales on its behalf and engages with fire safety consultants that
advise the end user.
In the experience of the Directors, large businesses, and public
sector bodies in particular, engage the expertise of accredited
industry specific consultants to review their particular
requirements and provide recommendations on the most appropriate
approach.
The Group's outsourced manufacturers produce the required
products and Zenova arranges delivery to either the sub-distributor
or directly to the end user in pre-determined quantities. Zenova
also targets sales directly to the end user. In this case, the
manufacturers produce the necessary products and Zenova arranges
collection, warehousing, and delivery to the end user.
Products are marketed via the following channels:
-- attending industry trade shows and providing demonstrations;
during the year Zenova products were displayed at the Natural
Disaster Expo in Anaheim.
-- creating and distributing print marketing materials for each product line;
-- distributing product samples;
-- educational webinars, seminars, and training on a one-to-one basis; and
-- developing social media and specific industry focused advertising campaigns.
The Company has secured some cornerstone agreements within key
sectors which are expected to develop into large, longer-term sales
from these partnerships.
-- Beyond Surface Solutions is a specialist within the Marine
and Automobile sectors with stock now purchased and in place for
Zenova FP, IP, IR and Primer. A number of key trials are now
underway with potential customers from the motor industry for both
Zenova FP and Zenova IP products to assist with fire protection and
insulation respectively.
-- SIG Plc is an experienced specialist within the construction
sector and one of the largest in the UK with a turnover of GBP2.2
billion and a significant presence in Europe. SIG has also now
placed its first order for Zenova FP, IP, IR and Primer with
assisted Zenova product training underway with 24 branches.
-- Robert Price, a builder's merchants with 29 branches in South
Wales, has placed an order for Zenova products comprising FP, IP,
IR and Primer. Robert Price specialises in supplying innovation to
the construction industry and in particular offers key assistance
in submitting Zenova products for green and safety grant-funded
schemes initiated by the Welsh Assembly.
-- Bells & Two Tones and Fire Service Group UK are
specialist fire service advisers within the Film and TV sector.
Orders have now been placed for Zenova FP and Zenova WB and the
products have been utilised on film sets with exceptional results
and very positive feedback from the film sets' producers and
special effect teams. This customer continues to order products
from the Company and has indicated that it will order significantly
more product in the coming months as a result of the feedback from
the film producers themselves.
Zenova has positioned itself to be a solutions provider on a B2B
basis, and is initially targeting local authorities, infrastructure
providers, warehousing, Health Authorities, social housing
providers and commercial real estate developers. Other industries
expressing interest in the company's products include shipping
companies, oil and gas companies and car manufacturers (with a
particular emphasis on electric vehicles with the identified
increased risk of battery fires).
Zenova has sold examples of all its products to various key
customers such as Pinewood Studios, the NHS, Enfield City Council,
Together Housing, Southdown Housing Association and the Ukraine
Military.
The Future
We anticipate that the next twelve months will be focussed on
sales growth. Zenova expects that its order book will grow at an
increasing pace as its distribution channels gear up. In the
meantime, the Group has implemented strict cost controls to ensure
it has the working capital to navigate this period of growth. With
recent validation of the improvement to a properties EPC using
Zenova insulation paint by Liverpool's John Moores University, this
will hopefully permit Government grant schemes to enable an
increase in volume of sales, due to legislation driven demands on
the insulation of buildings not only in the UK but now in many
parts of the world. The launch of the 6l and 9l extinguishers in
the coming months will also add further revenue streams to the
sales.
Finally, I would like to thank our staff and our Board
colleagues for their unstinting efforts on behalf of Zenova Group
Plc.
Tony Crawley
Chief Executive Officer
Dividends
The Company has not declared or paid cash dividends on the
Existing Ordinary Shares during the current period or
subsequently.
The payment of any future dividends on the ordinary shares will
depend on the future earnings of the Company. The Board has no
current intention of paying a cash dividend to Shareholders as the
Board currently intends to invest the Company's cash reserves and
any cash generated into driving business growth but will consider
declaring a dividend only when prudent to do so and in the context
of the cash generated by the business.
Consolidated Statement of Comprehensive Income for the year
ended 30 November
Year ended Period
30 November ended 30
2022 November
GBP'000 2021
Note
Revenue 175 6
Cost of sales 4 (67) -
Gross profit 108 6
============= ==========
Administrative expenses 4&5 (2,130) (1,147)
Operating loss (2,022) (1,141)
============= ==========
Finance cost (10) -
Loss before taxation (2,032) (1,141)
============= ==========
Taxation - (15)
Loss after taxation (2,032) (1,156)
============= ==========
Basic loss per share 6 (4.79p) (2.72p)
Diluted loss per share 6 (4.79p) (2.72p)
Consolidated Statement of Financial Position
30 November 30 November
Company Number: 13403221 Note 2022 2021
GBP'000 GBP'000
ASSETS
NON-CURRENT ASSETS
Goodwill 2,346 2,346
Property, plant & equipment 7 9 8
Rights of use asset 8 119 149
TOTAL NON-CURRENT ASSETS 2,474 2,503
------------------------- --------------------------
CURRENT ASSETS
Inventory 51 -
Trade and other receivables 9 292 173
Cash and cash equivalents 782 2,936
------------------------- --------------------------
TOTAL CURRENTASSETS 1,125 3,109
------------------------- --------------------------
TOTAL ASSETS 3,599 5,612
========================= ==========================
LIABILITIES
NON-CURRENT LIABILITIES
Payables: Amounts falling due after
one year 10 39 50
Lease Liability 11 121 148
------------------------- --------------------------
TOTAL NON-CURRENT LIABILITIES 160 198
CURRENT LIABILTIES
Payables: Amounts falling due within
one year 12 194 135
------------------------- --------------------------
194 135
------------------------- --------------------------
TOTAL LIABILITIES 354 333
------------------------- --------------------------
NET ASSETS 3,245 5,279
========================= ==========================
EQUITY
Share capital 13 94 94
Share premium 6,310 6,310
Other reserves (68) (68)
Share based payment
reserve 14 161 161
Retained earnings (3,252) (1,218)
-------------------------
TOTAL EQUITY 3,245 5,279
========================= ==========================
Consolidated Statement of Cash Flows
Period
Year ended ended 30
30 November November
2022 2021
GBP'000 GBP'000
--------------------------------------------- ------------- ----------
CASH FLOWS USED IN OPERATING ACTIVITIES
Loss for the period (2,032) (1,156)
Adjustment for :
Finance costs 10 -
Depreciation 34 -
Adjustments to cash flows from non-cash
items
Income tax expense - 15
Share based payment
charge - 161
Adjustments for changes in working
capital
Inventory (51) -
Trade and other receivables (119) (171)
Rights of use asset 30 (149)
Trade and other payables (51) 106
Lease Liability 27 148
NET CASH FLOW USED IN OPERATING ACTIVITIES (2,152) (1,045)
------------- ----------
CASH FLOW USED IN INVESTING ACTIVITIES
Expenditure on property, plant and
equipment (1) (8)
------------- ----------
NET CASH FLOW USED IN INVESTING ACTIVITIES (1) (8)
------------- ----------
CASH FLOW FROM FINANCING ACTIVITIES
Issue of share capital
net of costs - 3,609
Issue of convertible
loan note - 180
NET CASH FLOW FROM FINANCING ACTIVITIES - 3,789
------------- ----------
(DECREASE) / INCREASE IN CASH AND
CASH EQUIVALENTS (2,153) 2,735
------------- ----------
CASH AND CASH EQUIVALENTS AT THE START OF
YEAR/PERIOD 2,936 201
------------- ----------
CASH AND CASH EQUIVALENTS AT THE OF THE
YEAR/PERIOD 782 2,936
============= ==========
Consolidated Statement of Changes in Equity
Share Share Premium Share Based Other Reserve Accumulated Losses
Capital Payment Reserve Total Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- --------- -------------- ------------------ -------------- ------------------- -------------
Balance at 20(th) - - - - - -
January 2020
Loss and total
comprehensive
loss for the
period - - - - (62) (62)
Balance at 30
November 2020 - - - - (62) (62)
========= ============== ================== ============== =================== =============
Loss and total
comprehensive
loss for the
period - - - - (1,156) (1,156)
Merger reserve
arising on
acquisition of
Zenova Limited - - - (68) - (68)
Share options
charge - - 161 - - 161
Share capital
issued 94 6,310 - - - 6,404
--------- -------------- ------------------ -------------- ------------------- -------------
Balance at 30
November 2021 94 6,310 161 (68) (1,218) 5,279
========= ============== ================== ============== =================== =============
Loss and total
comprehensive
loss for the
period - - - - (2,032) (2,032)
--------- -------------- ------------------ -------------- ------------------- -------------
Balance at 30
November 2022 94 6,310 161 (68) (3,252) 3,245
========= ============== ================== ============== =================== =============
Notes to consolidated and parent company financial
statements
1. General Information
The principal activity of Zenova Group plc and its subsidiary
and associate companies (collectively "Zenova Group" or "Group") is
development, manufacture, and sale of fire-retardant systems.
Zenova Group plc is the Group's ultimate Parent Company ("the
parent company"). It is incorporated in England and Wales and
domiciled in England. The address of its registered office is 172
Arlington Road London NW1 7HL. Zenova Group plc shares are admitted
to trading on the London Stock Exchange's AIM market.
2. Basis of Preparation
The financial information set out herein does not constitute the
Group's statutory financial statements for the year ended 30
November 2022, but is derived from the Group's audited full
financial statements. The auditors have reported on the 2022
financial statements and their report was unqualified and did not
contain statements under s498(2) or (3) Companies Act 2006. The
2022 Annual Report was approved by the Board of Directors on 30(th)
of May and will be mailed to shareholders in due course. The
financial information in this statement is audited but does not
have the status of statutory accounts within the meaning of Section
434 of the Companies Act 2006.
The Group's consolidated financial statements, which form part
of the 2022 Annual Report, have been prepared in accordance with
international accounting standards in conformity with the
requirements of the Companies Act 2006 and the requirements of the
Companies Act applicable to companies reporting under IFRS. IFRS
includes Interpretations issued by the IFRS Interpretations
Committee (formerly - IFRIC).
The consolidated financial statements have been prepared under
the historical cost convention, apart from financial assets and
financial liabilities (including derivative instruments) which are
recorded at fair value through the profit and loss. The preparation
of consolidated financial statements under IFRS requires the use of
certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Group's
accounting policies.
The functional and presentation currency is the British Pound
Sterling.
The preparation of financial statements in compliance with
adopted IFRS requires the use of certain critical accounting
estimates. It also requires the Directors to exercise judgement in
applying the Zenova's accounting policies. The areas where
significant judgements and estimates have been made in preparing
the financial statements are disclosed in more detail und the
critical accounting judgement policies.
3. Significant accounting policies
Summary of significant accounting policies and key accounting
estimates
The principal accounting policies adopted in preparation of
these financial statements are set out below. These policies have
been consistently applied to all periods, unless otherwise
stated.
Going concern
The Group assesses at each reporting date whether it is a going
concern for the foreseeable future. In making this assessment
management considers:
(a) the current working capital position and operational requirements;
(b) the timing of expected sales receipts and completion of existing orders;
(c) the sensitivities of forecast sales figures over the next two years;
(d) the timing and magnitude of planned expenditure; and
(e) the level of indebtedness of the company and timing of when
such liabilities may fall due, and accordingly the working capital
position over the next 18 months.
Management considers in detail the going concern assessment,
including the underlying assumptions, risks and mitigating actions
to support the assessment. The assessment is subject to estimation
uncertainty and there is judgement in determining underlying
assumptions
There are several scenarios which management have considered
that could impact the financial performance of the Group. These
include:
(a) Disruption of the supply chain, and any delays in the supply
of raw material that may impact the ability of the Group to produce
its products.
(b) Delays in testing and certification required for geographical and sector specific expansion.
(c) Failure of the sales contracts to be realised and expected
sales growth to fall below expectations.
(d) Changes in legislation that may increase lead times in production or testing.
(e) Intellectual property on which the company may be reliant to
keep its competitive advantage could be challenged.
(f) Significant negative market events or changes in investor
appetite which could delay or hinder any planned capital
raising.
If the cash receipts from sales are lower than anticipated the
Group has identified that it has available to it a number of
contingent actions, that it can take to mitigate the impact of
potential downside scenarios. These include seeking factoring
financing, additional financing, leveraging existing sale
agreements, reviewing planned expenditure and reducing overheads,
and raising additional funding.
In conclusion having regard to the existing and future working
capital position and projected sales the Directors are of the
opinion that the application of the going concern basis is
appropriate.
Critical accounting estimates and judgements
The Group makes certain estimates and assumptions in the
preparation of financial statements. Estimates and judgements are
continually evaluated based on historical experience and other
factors, including expectations of future events that are believed
to be reasonable that best reflects the conditions and
circumstances that exist and the reporting date.
The principal estimates are judgements that could have effect
upon the Group's financial results are the valuation of share based
payments, valuation of investments and the accounting for
acquisitions. Further details of these estimates and judgements are
set out in the related accounting policies for these items.
Revenue recognition
The Group recognises revenue on the transfer of goods and
services in accordance with the contractual terms entered into with
clients.
The Group has applied IFRS 15 - Revenue from Contracts with
Customers. IFRS 15 establishes the principle that an entity applies
when reporting information about the nature, amount, timing and
uncertainty of revenue and cash flows from contracts with
customers. Applying IFRS 15, an entity recognises revenue to depict
the transfer of promised goods and services to the customer in an
amount that reflects the consideration to which the entity expects
to be entitled in exchanges for those goods and/or services.
To recognise revenue under IFRS 15, management have taken the
following actions:
-- Identify the contracts(s) with a customer.
-- Identify the performance obligations in the contract.
Performance obligations are promises in a contract to transfer to
customer goods and/or services that are distinct.
-- Determine the transaction price. The transaction price is the
amount of consideration to which an entity expects to be entitled
in exchange for transferring promised goods and/or services to a
customer. If the consideration promised in a contract includes a
variable amount, an entity must estimate the amount of
consideration to which it expects to be entitled in exchange for
transferring the promised goods and/or services to a customer.
-- Allocate the transaction price to each performance obligation
on the basis of the relative stand-alone selling price of each
distinct good or service promised in the contract.
-- Recognize revenue when a performance obligation is satisfied
by transferring a promised good or service to a customer (which is
when the customer obtains control of that good or service). A
performance obligation may be satisfied at a point in time
(typically for promises to transfer goods to a customer) or over
time (typically for promises to transfer services to a customer).
For a performance obligation satisfied over time, an entity would
select an appropriate measure of progress to determine how much
revenue should be recognised as the performance obligation is
satisfied.
Having assessed the nature of contracts with customer, it has
been established that the standard will have no impact to the
Group's results.
Segment reporting
IFRS 8 requires that an entity disclose financial and
descriptive information about is reportable segments, which are
operating segments or aggregations of operating segments. Operating
segments are identified on the basis of international reports that
are regularly reviewed by the Board to allocate resources and to
assess performance. Using the Group's internal management reporting
as a starting point the single reporting segment set out in note 4
has been identified.
Foreign currency transaction and balances
In preparing the financial statements of the Group, transactions
in currencies other than the Group's functional currency (foreign
currencies) are recorded at the rates of exchange prevailing on the
dates of the transaction. At each reporting date, monetary assets
and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date.
Exchange differences arising on the settlement of monetary
items, and on the retranslation of monetary items are included in
statement of total comprehensive income for the period in operation
expenses.
Tax
The tax expenses for the period represents the sum of the tax
currently payable and the deferred tax charge.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
The carrying amount of deferred tax assets are reviewed at each
reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered. Deferred tax is
calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset is realised.
Deferred tax assets and liabilities are offset where there is a
legally enforceable right to set of current tax assets against
current tax liabilities and when the relate to income taxes levied
by the same taxation authority and the Group intends to settle its
current tax assets and liabilities on a net basis.
Intangible assets
The value of the intangible assets relates to the goodwill
recognised on the acquisition of Zenova Distribution Limited
Goodwill arising on the acquisition of an entity represents the
excess of the cost of acquisition over the Group's interest in the
net fair value of the identifiable assets, liabilities and
contingent liabilities of the entity recognised at the date of
acquisition. Goodwill is initially recognised as an asset at cost
and is subsequently measured at cost less any accumulated
impairment losses. Goodwill is not subject to amortisation but is
tested for impairment annually or whenever there is evidence that
it may be impaired. Goodwill is denominated in the currency of the
acquired entity and revalued to the closing exchange rate at each
reporting period date. Negative goodwill arising on an acquisition
is recognised directly in the profit or loss statement. On Disposal
of a subsidiary, the attributable amount of goodwill is included in
the determination of the profit or loss recognised in the statement
of comprehensive income on disposal.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and any impairment losses. The cost of an
item of property, plant and equipment comprises its purchase price
and any directly attributable costs of bringing the asset to its
working condition and location for its intended use. Expenditure
incurred after items of property, plant and equipment have been put
into operation, such as repairs and maintenance, is normally
charged to profit or loss in the period in which it is incurred. In
situations where it can be clearly demonstrated that the
expenditure has resulted in an increase in the future economic
benefits expected to be obtained from the use of an item of
property, plant, and equipment, and where the cost of the item can
be measured reliably, the expenditure is capitalised as an
additional cost of that asset or as a replacement.
Depreciation of items of property, plant and equipment, is
calculated on the straight-line basis to write off the cost of each
item of property, plant and equipment to its residual value over
its estimated useful life.
The estimated useful lives of property, plant and equipment are
as follows:
-- Office equipment - 3-5 years
Where parts of an item of property and equipment have different
useful lives, the cost of that item is allocated on a reasonable
basis among the parts and each part is depreciated separately
Residual values, useful lives and the depreciation method are
reviewed, and adjusted if appropriate, at least at the end of each
reporting period.
An item of property, plant and equipment is derecognised upon
disposal or when no future economic benefits are expected from its
use or disposal. Any gain or loss on disposal or retirement
recognised in profit or loss in the year the asset is derecognised
is the difference between the net sales proceeds and the carrying
amount of the relevant asset.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call
deposits, and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an
insignificant risk of change in value. Such investments are those
with original maturities of three months or less.
Receivables
Trade and other receivables are recognised initially at fair
value. They are subsequently measured at amortised cost using the
effective interest method, less provision for impairment. A
provision for the impairment of trade receivables is based on the
lifetime expected credit loss, based on past and forward-looking
information.
Inventories
Inventories are stated at the lower of cost and net realisable
value. Net realisable value is the estimated selling price for
inventories less all estimated cost of completion and costs
necessary to make the sale.
Payables
Payables are obligations to pay for goods or services that have
been acquired in the ordinary course of business. Trade and other
payables are measured at initial recognition at fair value and are
subsequently measured at amortised cost using the effective
interest rate method.
Leases
The Group recognises a right-of-use asset and corresponding
liability at the date at which a leased asset is made available for
use by the Group, except for short-term leases (defined as leases
with a lease term of 12 months or less) and leases of low-value
assets. For these leases, the Group recognises the lease payments
as an operating expense on a straight-line basis over the term of
the lease.
Lease liabilities are measured at the present value of the
future lease payments, excluding any payments relating to non-lease
components. Future lease payments include fixed payments,
in-substance fixed payments, and variable lease payments that are
based on an index or a rate, less any lease incentives receivable.
Lease liabilities also take into account amounts payable under
residual value guarantees and payments to exercise options to the
extent that it is reasonably certain that such payments will be
made.
The payments are discounted at the rate implicit in the lease
or, where that cannot be readily determined, at an incremental
borrowing rate.
Right-of-use assets are measured initially at cost based on the
value of the associate lease liability, adjusted for any payments
made before inception, initial direct costs and an estimate of the
dismantling, removal and restoration costs required in the terms of
the lease.
The Group presents right-of-use assets in 'non-current assets'
in the consolidated statement of financial position. Subsequent to
initial recognition, the lease liability is reduced for payments
made and increased to reflect interest on the lease liability
(using the effective interest method).
The related right-of-use asset is depreciated over the term of
the lease or, if shorter, the useful economic life of the leased
asset. The lease term shall include the period of an extension
option where it is reasonably certain that the option will be
exercised. Where the lease contains a purchase option the asset is
written off over the useful life of the asset when it is reasonably
certain that the purchase option will be exercised.
The Group remeasures the lease liability and makes a
corresponding adjustment to the related right-of-use asset
whenever:
-- The lease term has changed or there is a change in the
assessment of exercise of a purchase option, in which case the
lease liability is remeasured by discounting the revised lease
payments using a revised discount rate.
-- The lease payments change due to changes in an index or rate
or a change in expected payment under a guaranteed residual value,
in which cases the lease liability is remeasured by discounting the
revised lease payments using the initial discount rate (unless the
lease payments change is due to a change in a floating interest
rate, in which case a revised discount rate is used).
-- A lease contract is modified, and the lease modification is
not accounted for as a separate lease, in which case the lease
liability is remeasured by discounting the revised lease payments
using a revised discount rate.
Financial instruments
The Group has adopted IFRS 9 in respect of financial
instruments.
Financial assets, including trade and other receivables and cash
and bank balances are initially recognized at transaction price,
unless the arrangement constitutes a financing transaction, where
the transaction is measured at the present value of the future
receipts discounted at a market rate of interest. Such assets are
subsequently carried at amortised cost using the effective interest
method. At the end of each reporting period financial assets
measured at amortised cost are assessed for lifetime expected
credit losses based on past and forward-looking information. If an
asset is impaired the impairment loss is the difference between the
carrying amount and the present value of the estimated cash flows
discounted at the asset's original effective interest rate. The
impairment loss is recognised in the Statement of Comprehensive
Income. If there is a decrease in the impairment loss arising from
an event occurring after the impairment was recognised, the
impairment is reversed. The reversal is such that the current
carrying amount does not exceed what the carrying amount would have
been had the impairment not previously been recognised. The
impairment reversal is recognized in the Statement of Comprehensive
Income.
Financial assets are derecognised when (a) the contractual
rights to the cash flows from the asset expire or are settled, or
(b) substantially all the risks and rewards of the ownership of the
asset are transferred to another party or (c) despite having
retained some significant risks and rewards of ownership, control
of the asset has been transferred to another party who has the
practical ability to unilaterally sell the asset to an unrelated
third party without imposing additional restrictions.
Basic financial liabilities, including trade and other payables,
bank loans, loans from fellow group companies and preference shares
that are classified as debt, are initially recognised at
transaction price, unless the arrangement constitutes a financing
transaction, where the debt instrument is measured at the present
value of the future receipts discounted at a market rate of
interest.
Debt instruments are subsequently carried at amortised cost,
using the effective interest rate method.
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Trade payables are recognised initially at transaction
price and subsequently measured at amortised cost using the
effective interest method. Financial liabilities are derecognised
when the liability is extinguished, that is when the contractual
obligation is discharged, cancelled or expires.
Measurement of fair value
The inputs used to measure fair value are categorised into
different levels of the fair value hierarchy, the fair value
measurement is categorised in its entirety in the level of the
lowest level input that is significant to the entire measurement
(based on the application of judgement).
Level 1 inputs
Level 1 inputs are quoted prices in active markets for identical
assets or liabilities that the entity can access at the measurement
date.
A quoted market price in an active market provides the most
reliable evidence of fair value and is used without adjustment to
measure fair value whenever available, with limited exceptions.
Level 2 inputs
Level 2 inputs are inputs other than quoted market prices
included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 2 inputs include:
-- quoted prices for similar assets or liabilities in active
markets quoted prices for identical or similar assets or
liabilities in markets that are not active inputs other than quoted
prices that are observable for the asset or liability.
-- interest rates and yield curves observable at commonly quoted
intervals implied volatilities credit spreads.
-- inputs that are derived principally from or corroborated by
observable market data by correlation or other means
('market-corroborated inputs').
Level 3 inputs
Level 3 inputs are unobservable inputs for the asset or
liability.
Unobservable inputs are used to measure fair value to the extent
that relevant observable inputs are not available, thereby allowing
for situations in which there is little, if any, market activity
for the asset or liability at the measurement date. An entity
develops unobservable inputs using the best information available
in the circumstances, which might include the entity's own data,
taking into account all information about market participant
assumptions that is reasonably available.
Reserves
-- Share capital
Ordinary shares are classified as equity. Equity instruments are
measured at the fair value of the cash or other resources received
or receivable, net of the direct costs of issuing the equity
instruments. If payment is deferred and the time value of money is
material, the initial measurement is on a present value basis.
-- Share premium
Share premium represents the premium over nominal value at which
shares are issued less costs associated with the issue of
shares.
-- Other reserves
Other reserves represent the reserve created on consolidation of
Zenova Limited as part of the share reorganisation. Further
information can be found in note 9.
-- Retained earnings
Retained earnings represents the company's profits and losses
which have accumulated year on year since the Company began
trading.
Equity settled transactions
The Group has applied the requirements of IFRS 2 Share-Based
Payments for all grants of equity instruments.
The Group has entered into equity settled share-based payments
as consideration for services received. Equity settled share-based
payments are measured at fair value at the date of issue.
The Group has measured the fair value by reference to the equity
instruments issued as it is not possible to measure reliably the
fair value of the services received. In the absence of market
prices, fair value has been based on the Directors' valuation of
the Company as at the issue date.
Accounting for business combinations
The acquisition method of accounting is used to account for all
business combinations, regardless of whether equity instruments or
other assets are acquired. The consideration transferred for the
acquisition of a subsidiary comprises the:
-- fair values of the assets transferred;
-- liabilities incurred to the former owners of the acquired business;
-- equity interests issued by the group;
-- fair value of any asset or liability resulting from a
contingent consideration arrangement; and
-- fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the
acquisition date.
Acquisition-related costs are expensed as incurred.
The excess of the consideration transferred and the acquisition
date fair value of any previous equity interest in the acquired
entity, over the fair value of the net identifiable assets acquired
is recorded as goodwill. If those amounts are less than the fair
value of the net identifiable assets of the business acquired, the
difference is recognised directly in profit or loss as a bargain
purchase.
Where settlement of any part of cash consideration is deferred,
the amounts payable in the future are discounted to their present
value as at the date of exchange. The discount rate used is the
entity's incremental borrowing rate, being the rate at which a
similar borrowing could be obtained from an independent financier
under comparable terms and conditions.
Acquisitions costs are included in the profit and loss unless
they specifically relate to the issue of shares in connection with
a business combination.
Basis of consolidation
The Group financial statements consolidate those of Zenova Group
Plc (the "Company") and its subsidiaries. The parent company
financial statements present information about the Company as a
separate entity and not about its group.
The consolidated financial statements incorporate the financial
information of Zenova Group Plc and its subsidiaries Zenova Limited
and Zenova Distribution Limited.
Subsidiaries are all entities (including structured entities)
over which the Group has control. The Group controls an entity when
the Group is exposed to, or has rights to, variable returns from
its involvement with the entity and can affect those returns
through its power over the entity. Further to this, subsidiaries
are entities for which the Group has the power to govern the
financial and operating policies and consistent accounting policies
have been adopted across the Group. Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for
business combinations by the Group.
Inter-company transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised
losses are also eliminated, unless the transaction provides
evidence of an impairment of the transferred asset. Accounting
policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group.
New standards and interpretations not yet adopted
(a) New standards, amendments and interpretations
In the current year, the Group has applied the below amendments
to IFRS Standards and Interpretations issued by the Board that are
effective for an annual period that begins on or after 1 December
2021. Their adoption has not had any material impact on the
disclosures or on the amounts reported in these financial
statements.
-- Amendments to IAS 1 and IAS 8 Definition of material
No other new standards, amendments or interpretations, effective
for the first time for the financial year beginning on or after 1
December 2021 have had a material impact on the group or parent
company. At the date of authorisation of these financial
statements, the following key standards and amendments were in
issue but not yet effective. The Group has not applied these
standards in the preparation of these financial statements.
-- IFRS 10 and IAS 28 amendments
Sales or Contribution of Assets between an Investor and its
Associate or Joint Venture. Effective: Postpone
-- IAS 1 amendments
Presentation of Financial Statements: Classification of
Liabilities as Current or Non-Current. Effective: TBC
-- IAS 1 amendments
-- Classification of Liabilities as Current or Non-Current -
Deferral of Effective Date. Effective: TBC
-- IAS 1 amendments
Presentation of Financial Statements and IFRS Practice
Statements 2: Disclosure of Accounting Policies. Effective: Annual
periods beginning on or after 1 January 2023
-- IAS 8 amendments
Accounting policies Changes in Accounting Estimates and Errors -
Definition of Accounting Estimates. Effective: Annual periods
beginning on or after 1 January 2023
-- IAS 12 amendments
Income Taxes - Deferred Tax related to Assets and Liabilities
arising from a Single Transaction. Effective: Annual periods
beginning on or after 1 January 2023
-- IFRS 16 amendments
Lease Liability in a Sale and Leaseback. Effective: Annual
periods beginning on or after 1 January 2024
-- IAS 1 amendments
Non-current Liabilities with Covenants. Effective: TBC
The adoption of the above standards and interpretations is not
expected to lead to any changes to the Group's accounting policies
or have any other material impact on the financial position or
performance of the Group.
There are no other IFRSs that are not yet effective that would
be expected to have a material impact on the Group.
4. Expenses by nature
Year ended Period ended
30 November 30 November
2022 2021
GBP'000 GBP'000
---------------------------------- --------------- -------------
Operating loss is stated after
charging/(crediting):
Cost of materials sold 67 -
Fees payable to Company's 59 -
auditors
Professional fees 209 292
Admin Expenses 54 7
Other costs 6 6
Consultancy fees 235 204
Travel & entertainment 79 26
Staff Costs 795 228
IT, Telephones and Communication 17 14
Marketing & Material 153 29
Rent & Rates 65 22
R&D 398 142
Depreciation 34 9
Other staff costs 26 7
Share based payment charge 0 161
Finance cost 10
--------------- -------------
Cost of sales, administrative
and operational expenses 2,207 1,147
=============== =============
The analysis of auditors' remunerations is as follows:
Year ended 30 Period ended
November 2022 30 November
GBP'000 2021
GBP'000
--------------------------------- --------------- -------------
Fees payable to the Company's
auditors and its associates
for services to the group:
Audit of parent company 44 9
Audit of consolidated financial
statements - 9
Audit of subsidiaries - 18
Total audit services 44 36
=============== =============
5. Directors and employees
The employee benefit expenses during the year were as
follows:
Year ended Period ended
30 November 30 November
2022 2021
GBP'000 GBP'000
----------------------- ------------- -------------
Wages and salaries 717 212
Social Security costs 78 18
------------- -------------
795 230
------------- -------------
The monthly average number employed during the year were as
follows:
Year ended 30 Period ended30
November 2022 November 2021
Directors 5 2
Sales 5 -
Administration 3 2
--------------- ---------------
13 4
--------------- ---------------
Key management personnel, as defined by IAS 24" Related party
disclosures" have been identified as the Board of Directors.
Detailed disclosures of Directors remuneration, Directors'
transactions, and Directors interests and share options for those
Directors who served during the year are set out below:
Year ended Period ended
30 November 30 November
2022 2021
GBP'000 GBP'000
--------------------------------- ------------- -------------
Salary 372 143
Consultancy Fees 40 15
------------- -------------
Aggregate emoluments payable to
directors 412 158
------------- -------------
The highest paid director's emoluments were as follows:
Year ended Period ended
30 November 30 November
2022 2021
GBP'000 GBP'000
------------------------------------ ------------- -------------
Salary 125 7
------------- -------------
Total amount of emoluments payable 125 7
------------- -------------
Remuneration in respect of the Directors was as follows:
Period ended Salary Consultancy Benefits Share Total
30 November Fees Options
2022 GBP`000 GBP`000 GBP`000 GBP`000 GBP`000
--------------------- --------- ------------ --------- --------- ---------
Executive Directors
Tony Crawley 125 - - - 125
Thomas Melchior - 40 - - 40
Don Nicolson 80 - - - 80
--------- ------------ --------- --------- ---------
205 40 - - 245
Non-Executive
Directors
Alain Gottesman 35 35
Fiona Rodford 35 35
Etrur Albani 97 97
--------- ------------ --------- --------- ---------
167 - - - 167
--------- ------------ --------- --------- ---------
Total 372 40 - - 412
--------- ------------ --------- --------- ---------
6. Earnings per share
Year ended 30 Period ended
November 2022 30 November 2021
GBP'000 GBP'000
-------------------------------- --------------- ------------------
Loss for the year used
for the calculation of
basic EPS 2,032 1,156
Number of shares
Weighted average number
of ordinary shares for
the purpose of basic EPS 42,408,348 42,408,348
Effect of potentially dilutive - -
ordinary shares
--------------- ------------------
Weighted average number
of ordinary shares for
the purpose of diluted
EPS 42,408,348 42,408,348
--------------- ------------------
Loss per share
Basic (4.79p) (2.72p)
Diluted (4.79p) (2.72p)
Basic earnings per share is calculated by dividing the loss
attributable to owners of the Group by the weighted average number
or ordinary shares in issue during the year.
7. Property Plant and Equipment
Office Total Property,
Equipment Plant and Equipment
GBP`000 GBP`000
------------------------------------ ----------- ---------------------
Cost
As at 30 November 2020, 1 December - -
2020
Additions 9 9
----------- ---------------------
As at 30 November 2021 and
1 December 2021 9 9
----------- ---------------------
Additions: 4 4
----------- ---------------------
As at 30 November 2022 and
1 December 2022 13 13
----------- ---------------------
Depreciation
As at 30 November 2020, 1 December - -
2020
Charge for the year 1 1
----------- ---------------------
As at 30 November 2021 and
1 December 2021 1 1
----------- ---------------------
Charge for the year 3 3
----------- ---------------------
As at 30 November 2022 and
1 December 2022 4 4
----------- ---------------------
Net book value
As at 30 November 2020 and 1 - -
December 2020
----------- ---------------------
As at 30 November 2021 and
1 December 2021 8 8
----------- ---------------------
As at 30 November 2022 and
1 December 2022 9 9
----------- ---------------------
8. Rights of use asset
Rights of use
asset
GBP'000
---------------------------------------- --------------
Cost
As at 30 November 2020 and 1 December -
2020
Additions 157
--------------
As at 30 November 2021 and 30 November
2022 157
--------------
Depreciation
As at 30 November 2020 and 1 December -
2020
Charge for the year 8
--------------
As at 30 November 2021 8
--------------
Charge for the year 30
--------------
As at 30 November 2022 38
--------------
Net book value
As at 30 November 2020 -
--------------
As at 30 November 2021 149
--------------
As at 30 November 2022 119
--------------
9. Trade and other receivables
As at 30 November As at 30 November
2022 2021
GBP'000 GBP'000
-------------------------------- ------------------ ------------------
Current assets
Trade receivable 12 6
Less: provision for impairment 6 -
on receivables
------------------ ------------------
Trade receivables (net) 18 6
------------------ ------------------
VAT Recoverable 14 160
Other receivables 261 7
------------------ ------------------
Total current receivables 292 173
------------------ ------------------
Information about the impairment of trade receivables and the
Group's exposure to credit risk, foreign currency risk and
liquidity risk can be found in note 19.
Trade receivables are disclosed net of a provision for bad and
doubtful debts. The provision for bad and doubtful debts is based
on specific risk assessment and reference to past default
experience. Further details are included in note 19 .
10. Trade and other payables
As at 30 November As at 30 November
2022 2021
GBP'000 GBP'000
---------------------------- ------------------ ------------------
Amounts falling due after
one year
Bank Loan 40 50
------------------ ------------------
40 50
------------------ ------------------
Amounts falling due within
one year
Trade Payables 74 64
Accruals 75 58
Other payables 44 13
------------------ ------------------
193 135
------------------ ------------------
All trade and other payables are GBP denominated. All foreign
currency denominated payables have been translated to GBP at the
exchange rate prevailing at 30 November 2022 and 2021.
The directors consider that the carrying amount of trade and
other payables approximates their fair value.
11. Leases
Set out below are the carrying amount of the lease liabilities
and the movements in the period.
As at 30 November As at 30 November
2022 2021
GBP'000 GBP'000
---------------------------- ------------------ ------------------
At start of the period 148 -
Additions - 145
Interest expense 9 3
Rent payments made in year (38) -
------------------ ------------------
At 30 November 119 148
------------------ ------------------
As at 30 November Carrying Contractual 6 months 6-12 1-2 2-5
2022 amount cash flows or less months years years
GBP'000
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- --------- ------------ --------- --------- --------- ---------
Lease liability 119 152 19 19 38 76
As at 30 November Carrying Contractual 6 months 6-12 1-2 2-5
2021 amount cash flows or less months years years
GBP'000
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- --------- ------------ --------- --------- --------- ---------
Lease liability 148 181 19 19 38 105
------------------- --------- ------------ --------- --------- --------- ---------
12. Payables
Group Payables
GBP'000
--------------------------------------- ---------
As at 30 November 2021 and 1 December
2021 135
Additions 59
---------
As at 30 November 2022 and 1 December
2022 194
---------
13. Share capital
2022 Number 2021 Number Share Share Share Share
capital capital premium premium
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
---------------- ------------ ------------ --------- --------- --------- ---------
Issued called up and fully paid ordinary
shares of GBP0.01 each
At 1 December 93,384,053 - 94 - 6,310 -
Issued in
the year - 93,384,053 - 94 - 6,310
------------ ------------ --------- --------- --------- ---------
At 30 November 93,384,053 -, 94 - 6,310 -
------------ ------------ --------- --------- --------- ---------
14. Share based payment reserve
Group and Company As at 30 November As at 30 November
2022 202
GBP'000 GBP'000
---------------------------- ------------------ ------------------
At 1 December 161 -
Equity settled share-based
payment charge - 161
------------------ ------------------
At 30 November 161 161
------------------ ------------------
Group and Company As at 30 November As at 30 November
2022 2021
------------------- ------------------------ -------------------------
Average Number of Average Number
exercise options exercise of options
price GBP price GBP
At 1 December GBP0.001 9,338,405 GBP0.001 9,338,405
Granted GBP0.181 9,756,389 GBP0.181 9,756,389
----------- ----------- ----------- ------------
At 30 November GBP0.093 19,094,794 GBP0.093 19,094,794
----------- ----------- ----------- ------------
Of the 19,094,794 outstanding options (2021: 9,338,405 options),
11,097,240 options (2021: nil) were exercisable.
No share options were exercised in the period 2022 (2021 - nil).
No options lapsed or were cancelled in the year 2022 (2021 -
nil).
Share options outstanding at the end of the period have the
following expiry dates and exercise prices:
Warrant Holder Total number Exercise Date of Expiry date
of warrants Price issue
------------------------ ------------- --------- ----------- ------------
Rockmasters Ltd 9,338,405 GBP0.001 18/09/2020 18/09/2027
Donald Nicolson 526,315 GBP0.19 04/03/2021 04/03/2024
Four Grant Investments 131,578 GBP0.19 08/03/2021 30/04/2023
Ltd
John Harvey 526,315 GBP0.19 08/03/2021 30/04/2023
Andy Muir 78,947 GBP0.19 08/03/2021 30/04/2023
Nigel Luckett 263,157 GBP0.19 08/03/2021 30/04/2023
Spark Advisory Partners 466,920 GBP0.001 08/03/2021 22/07/2023
Limited
Brandon Hill Capital 1,184,210 GBP0.19 22/07/2021 22/07/2024
Limited
Amati Global Investors 6,578,947 GBP0.19 22/07/2021 22/03/2022
Ltd
The weighted average fair value of options granted during the
period was determined using the Black-Scholes valuation model. The
significant inputs into the model were the share price at the grant
date, the exercise price shown above, volatility of 32.93%,
dividend yield of nil, option life as set out above, and an annual
risk-free interest rate of 1.9%.
15. Related party transactions
The executive directors are also considered key management as
defined by IAS 24 'Related Party Disclosures (revised 2009)'. The
remuneration of key management is considered in note 6.
The Company's only financial statements of Zenova Group Plc
include amounts receivable from its subsidiary undertakings Zenova
Limited and Zenova Distribution Limited of GBP2,029k (2021 -
GBP220k) and amounts payable of GBPNil (2021-GBP23k). Amounts
provided to Zenova Limited relate to the provision of funding for
operations and capital expenditure.
As at 30 November 2022 the Group had GBP16k payable to Directors
(2021 - GBP360), representing unpaid corporate expenses.
16. Post Balance Sheet Events
On 31 May 2023 Don Nicolson, Thomas Melchior, Etrur Albani and
Fiona Rodford, all being Directors of the Company entered into a
working capital loan with the Company to make available up to
GBP350,000. None of the loan has been drawn down.
17. Information
Copies of the Annual Report and Financial Statements will be
posted to shareholders in due course. Further copies will be
available from Zenova Group plc's registered office at 172
Arlington Road High Street, NW1 7HL or on the Company's website at
www.zenovagroup.com
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END
FR FLFLLEFILVIV
(END) Dow Jones Newswires
May 31, 2023 07:21 ET (11:21 GMT)
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