Annual Report & Accounts 2024
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Welcome to the
Graphene Age
Directa Plus plc
Annual Report & Accounts 2024
About Directa Plus
Discover how we are using graphene to help customers’
revolutionise the performance of their products.
Directa Plus is one of the largest producers and suppliers worldwide of graphene
nanoplatelets-based products for use in consumer and industrial markets.
Our graphene nanoplatelets-based products are natural, chemical-free and sustainably produced.
Our production process is designed to meet large supply chains' requirements for volume, cost
and quality control.
By incorporating Directa Plus’s unique graphene blends, identified by the G+® brand, our customers
can revolutionise the performances of their own end products in commercial applications such
as textiles, composite materials and environmental solutions. We partner with our customers to
enable them to offer the high-performance benefits of G+® in their own products.
Our company has a unique and patented technology process and a scalable and portable
manufacturing model. We produce graphene nanoplatelets-based products at our own factory
near Milan, Italy, and can set up additional production at customer locations to reduce transport
costs, waste and time-to-utilisation. We are strongly committed to environmental sustainability
and abided by a strong Code of Ethics in all aspects of our business practice.
Contents
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01 Financial highlights
02 Chairman’s review
03 At a glance
04 Investment case
05 Target market progress
06 What is graphene?
07 Our values and business model
08 Directa Plus ESG
09 Chemical free production process
10 Chief Executive Officer’s review
16 Chief Financial Officer’s review
18 Directors’ biographies
20 Section 172
21 Directors’ report
24 Corporate governance report
28 Remuneration Committee report
32 Audit Committee report
34 Independent auditor’s report
40 Consolidated statement of comprehensive income
41 Consolidated and Company statement of financial position
42 Consolidated statement of changes in equity
42 Company statement of changes in equity
43 Consolidated and Company statement of cash flows
44 Notes to the consolidated financial statements
IBC Directors, secretary and advisers
Financial highlights
01
Overview
Strategic report
Governance
Financial statements
Additional information
Directa Plus plc
Annual Report & Accounts 2024
Product sales and service revenue at €6.66m (2023: €10.53m),
impacted by temporary delays in key customer orders and contract
awards in the Environmental Remediation and Textiles divisions,
as well as the exit from some selected lower-margin contracts
Total income (including grants) at €6.83m (2023: €10.86m)
Adjusted LBITDA* increased by 42% to €3.64m (2023: €2.56m),
driven by lower revenues, offset in part by continued cost control
and improved production efficiencies
Loss before tax increased by 25% to €5.37m (2023: €4.31m)
Reported (basic) loss per share stable at €0.06 (2023: €0.06)
Cash and cash equivalents at year end of €4.98m (2023: €2.39m),
significantly strengthened by the capital raise completed in June 2024
Total patents granted at year end of 106 (2023: 86)
* Adjusted EBITDA loss represents results from operating activities before tax, interest, depreciation and amortisation, adjusted by one-off
expenses, one-off provisions, inventory write-offs, non-recurring legal expenses and onerous contract provision (details in the CFO statement).
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€6.66m
Product sales and service
revenue impacted by temporary
delays in key customer
orders and contract awards
(2023: €10.53m)
€6.83m
Total income (including
grants) (2023: €10.96m)
€4.98m
Cash and cash equivalents
at year end strengthened by
the capital raise completed in
June 2024 (2023: €2.39m)
Chairman’s statement
Directa Plus plc
Annual Report & Accounts 2024
02
Overview
FY24 was a challenging year for the Group.
Whilst we didn’t meet our initial revenue
expectations, due to short-term headwinds,
including delayed customer decision-making
and geopolitical uncertainty, which ultimately
extended timelines on the award of key
contracts across the Environmental
Remediation and Textiles divisions, we
continued to make good strategic progress.
These headwinds deferred contracts into FY25,
resulting in product and service revenue of
€6.7 million (2023: €10.5 million) and adjusted
LBITDA of €3.6 million (2023: €2.6 million).
The revenue decline was exacerbated also by
our decision during the year to cease significant
low margin service activities in favour of a focus
on higher margin, higher value-added services,
including our Grafysorber® technology.
During the year the team worked hard to deliver
against our four strategic pillars across each of
our key verticals. In particular, strong progress
was made in reducing production costs and
streamlining our operations, and in reinforcing
our position in key markets, such as
Environmental Remediation and Textiles.
The Group has now secured its initial target
of €0.5 million of annualised cost savings,
which will be realised in the current financial
year. In addition, we have established a new
production team that is now working on
modifying our production line, aimed at further
increasing productivity and ensuring greater
operational flexibility at significantly lower
direct production costs, further supporting
the foundations for future growth.
The year also saw the completion of a
successful capital raise and the acquisition
of full majority control of Setcar, two key
developments for the Group that will help
accelerate our growth and unlock future
shareholder value.
After the headwinds experienced in FY24, it is
pleasing to report that trading in FY25 has
shown a strong recovery, with Q1 revenues of
approximately €2 million, up c. 40% on the
same period in 2024, primarily driven by
several contract renewals across the
Environmental Remediation and Textiles
divisions, including with Grassi, Ford Otosan,
Cummins and Metchem. The Group’s current
order book is healthy, providing improved
visibility, and the Board is confident of meeting
FY25 market expectations.
Delivering on our strategy
We remain focused on delivering across the
four pillars of our growth strategy: a unique,
low-cost graphene production process; the
manufacture of pristine graphene
nanoplatelets free of chemical pollutants and
tailored to customers’ needs; a reduced time
to market for new products, benefitting from
considerable accumulated knowhow and
strong IP; and market reach leveraged through
carefully assessed partnerships.
In line with our strategy, the Group has
successfully built a significant pipeline
of opportunities and tenders across all
its verticals.
In June 2024, we successfully completed a
£6.9m capital raise to invest further in the
delivery of the Group’s strategic growth plan,
and to fund the €1.5 million acquisition of the
c. 49% minority holding in Setcar, bring our
total shareholding in our environmental
services subsidiary to 99.95%. I would like to
thank all shareholders who participated in the
fundraise for their support of the Group and the
next phase of development.
Since the acquisition, significant
improvements have been implemented to
better align Setcar’s operations with the
Group’s strategy and culture, increase
efficiency and to position the business to
capture and deliver on the pipeline of
environmental opportunities ahead.
The graphene market is forecast to grow at
pace in the coming years, with Fortune
Business Insights estimating the market to
reach over $5 billion by 2032. This growth is
driven by increasing demand for advanced
materials in industries like electronics,
energy, and automotive and we believe that
Directa Plus is well positioned to capitalise
on this market momentum.
“FY24 was a year of transformation
and strategic alignment for Directa
Plus. We streamlined our operations,
strengthened our environmental
division, and entered FY25 with
solid commercial traction and a clear
path toward sustainable growth.”
Sustainability
Directa Plus's product is chemical free and
involves a low energy consumption production
process. As businesses across all sectors are
progressively turning towards more sustainable
solutions, our graphene technology can confer
material improvements in the performance
and sustainability of our customers’ products.
Our Grafysorber® technology, which is fast
gaining traction, substitutes for the use of
oil-based products and can be advantageously
applied to oil and chemical decontamination,
produced water and steel mill wastes.
We have built a strong and dedicated team to
drive the growth of the business, and we
recognise the value in supporting our employees
to both maintain the ethos of the business and
achieve the best return on effort. The Board
remains committed to pursuing good corporate
governance and understands its importance in
promoting the long-term growth of the business.
CEO succession
The Group’s Founder and Chief Executive Officer,
Giulio Cesareo, has confirmed that he would
like to step back from his CEO role, effective by
the 2026 AGM. Giulio has been the driving force
for the development of the Group since its
foundation in 2005, taking a unique graphene
production process from the drawing board to
commercialisation, with significant recurring
contracts and future opportunity. The Board
will be looking at appropriate succession
planning over the coming 12 months and Board
changes to ensure that the Group is able to
continue to benefit from Giulio’s knowledge,
expertise and customer contacts into the future.
Further announcements will be made as and
when appropriate.
Summary and looking ahead
Whilst the Group’s financial performance in FY24
was lower than expected, the Group has entered
FY2025 with renewed optimism and stronger
trading as we look to recover our growth path.
The management team has worked effectively to
ensure we have the right strategy and building
blocks in place to capture the significant
opportunities ahead and to deliver value across
our growing network of partners and customers.
Looking ahead, we remain committed to
reducing our cost base and increased
operational efficiencies, with prioritisation being
given to investments directly linked to short term
returns. With the increased traction in graphene
technology and its applications globally, I am
confident we are well placed within the market.
Richard Hickinbotham
Non-Executive Chairman
2 June 2025
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Directa Plus plc
Annual Report & Accounts 2024
Core focus markets
Benefits of our products
Our graphene nanoplatelets-based products are natural, chemical-free and
sustainably produced. Our production process is designed to meet large
supply chains' requirements for volume, cost and quality control.
Our vision is to produce nanoplatelets-based products that are natural,
chemical-free and sustainable.
G+® Technology
Under our G+® brand, we offer a range of graphene nanoplatelets-based products – either
ready-to-use or custom-blended to meet customers' specific technical requirements.
• Chemical-free
• Certified as non-toxic
• High purity
• Consistent quality
• Taylor-made particles shape
• Abundant, safe and non-toxic raw material
At a glance
Overview
Strategic report
Governance
Financial statements
Additional information
Target vertical markets
Environmental
remediation
Using our Grafysorber® technology
to help the oil & gas industry to
tackle environmental issues from
hydrocarbon pollution.
Textiles
Printing our nanoplatelets on
fabrics, and enhanced membranes
for the sports, luxury, fashion,
workwear and military markets.
Other verticals
Exploring and launching a wide
range of other applications for our
technology such as composites,
paints and batteries.
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Directa Plus plc
Annual Report & Accounts 2024
04
Why invest?
Our vision is to continue to be at the frontline of graphene innovation globally: developing what
is possible today and evolving graphene technology for our industrial partners and customers
of the future.
Our mission is to deliver the best quality graphene at the best possible price in the most sustainable
way, whilst supporting the industrialisation of existing and new vertical applications.
Why invest?
Unique graphene production process
and strong IP
• We have a unique and proven process to produce pristine,
chemical free graphene nanoplatelets, tailored to our
partners’ and customers’ requirements, which is both
flexible and scalable.
• We have strong IP and our portfolio now comprises
22 patent families with 106 granted and 33 pending
and we continue to grow the portfolio.
Delivering a pristine quality product
at the best price
• Directa Plus has developed a proprietary process that
creates value-added materials from graphite; from
unique 3D materials to highly two dimensional (large
surface area) single layer graphene platelets.
• This “top down” production process is unique, patented,
low cost and environmentally friendly, employing no
chemicals and only physical processes for the separation
and exfoliation of graphene-based materials.
Proven go-to-market strategy
• Our competitive time to market ensures an efficient
process to deliver for customers.
Partnership with leading companies
deliver outstanding products
• Directa Plus has benefitted from an early mover
position in the commercial production and supply of
graphene materials and solutions.
• Many commercial partners through which products
can be purchased in multiple verticals including
environmental remediation, oil/water separation,
bicycle tyres, textiles, asphalt, paints, amongst others.
Unique graphene production process
and strong IP
• Significant growth opportunity across diverse
applications and vertical markets.
• We have developed a platform technology that
creates graphene-based semifinished products
applicable to many applications.
1.Planar Thermal Circuit® applied to a cycling technical shirt.
2.Bike tire enhanced with G+® which assures a rolling resistance without compromising grip.
3.G+® outsoles significantly improve durability and elastic response while maintaining grip.
4.The G+® technology exploit remarkable properties in a wide range of extruded moulded items. We developed
ready-to-use master batches, PLA filament (Grafylon®) and a high-performance PA filament (Radilon®).
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Investment case
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Directa Plus plc
Annual Report & Accounts 2024
Target market progress
Overview
Strategic report
Governance
Financial statements
Additional information
“A year in which we consolidated the Group and laid the groundwork
for sustainable growth. Now well-positioned to capitalise on future
opportunities as market conditions stabilise.”
Giulio Cesareo, Founder and CEO of Directa Plus
Outlook
• Trading in Q1 FY2025 has been robust, with revenues of approximately €2 million, up c. 40% on from the
same period in 2024, primarily driven by several contract renewals across the Environmental and Textiles
divisions, including with Grassi, Ford Otosan, Cummins and Metchem
• Current order book stands at approximately €7 million for FY2025, supported further by a good pipeline
of opportunities
• Setcar is progressing well, with an initial agreement with Midia International SA, worth up to $1.5 million,
signed in February 2025, and a €1.59 million contract extension with OMV Petrom, for the use of Directa
Plus’s patented Grafysorber® technology to treat oil sludges, emulsions, and contaminated water
• Momentum building with new contract wins and renewals, and a clear focus on reducing the Group’s cost
structure. The Board is confident in achieving results for FY25 in line with market expectations
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Environmental
Remediation 79% of
revenue (2023: 69%)
• Acquired a further 49% stake in
Setcar taking the Group’s holding to
99.95%, following which Directa
Plus has appointed a new board and
general manager, and has set about
significantly improving operational
efficiencies within Setcar
• Post period, secured a number of
new contract wins and renewals,
including a further renewal with
FORD Otosan and a new contract
signed with MIDIA International
• Resumed activities with OMV
Petrom for the decontamination of
sludges using Grafysorber® and
signed a €1.6 million contract
extension post period end in
April 2025
Textiles
20% of revenue
(2023: 30%)
• The European textile market
continued to be challenged by
weaker consumer spending,
resulting in a slowdown in
revenues, although there are some
signs of a recovery, supported
by a stabilisation in inflation
• Continued to work with major
workwear, defence and fashion
brands, seeing growing demand
for the Group’s technical product
enhancements globally and
increasing interest for the
properties of G+® graphene
Operational
updates
• Secured c. €0.5 million of targeted
annualised cost savings across
the Group, which will be reflected
in FY2025
• Competitive position improved with
enhancements to the production
line, including replacing argon gas
for nitrogen gas, providing
significant cost savings and
environmental benefits
• Renewed production team, now
working on a remodelling of the
production line aimed at further
increasing productivity and ensuring
greater operational flexibility at
lower direct production costs
• R&D capabilities strengthened to
better align with evolving market
needs and to drive innovation
Top-down approach
Starting from natural graphite, by means
of physico-chemical exfoliation methods
Graphene nanoplatelets – physical exfoliation
Main markets: Special additive for environment,
textile, polymers, asphalt, concrete, coating, energy, etc.
Graphene oxide – chemical exfoliation
Main markets: Polymers, sensors
Main markets: Electronics,
flexible electronic, sensors
Monolayer graphene –
chemical vapour deposition
Synthesis method by means
of chemical vapour deposition
Bottom-up approach
What is graphene?
Directa Plus plc
Annual Report & Accounts 2024
06
Graphene is the name given to a single plane of carbon atoms, arranged in a honeycomb
structure. It is the building block of natural graphite.
Graphene is two-dimensional but only one atom thick, thereby making it the thinnest two-dimensional
material in the world. It has extremely high tensile strength, electrical conductivity and transparency and
is incredibly light. Due to these characteristics and the way it operates as a super-additive, graphene
enhances the properties of the materials to which it is added or gives them new characteristics.
Currently on the market there are two different approaches to produce graphene:
Nowadays there are many different graphene families on the market, with totally different physico-chemical
feature as well as different target markets.
The main families are:
G+® production process
NATURAL
GRAPHITE
INTERCALATED
GRAPHITE
PLASMA
SUPER-EXPANSION
EXFOLIATION AND
CONCENTRATION
PRISTINE GRAPHENE
NANOPLATELETS
Directa Plus uses a multi-step patented top-down method to produce G+®, a process that does not involve
the use of chemicals nor solvents and is only based on physical treatments of natural graphite.
The process is therefore extremely sustainable, and the output products are free from contaminants.
G+® is the purest and most crystalline form of Pristine Graphene Nanoplatelets: every gram of graphite
is directly transformed into a gram of Graphene Plus.
Directa’s process can generate different graphene
morphologies (several graphine families, different lateral
dimension and thickness, different density and physical
forms) to satisfy totally different markets.
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Directa Plus has developed a proprietary scalable, modular manufacturing process to produce and
supply high quality engineered graphene materials – marketed under its ‘Graphene Plus’ (G+®)
brand – which can be used by third parties in a wide variety of industrial and commercial applications.
Our core values
DIVERSITY
Directa Plus has always invested in
diversity. The desire to differentiate
ourselves has been reflected over the
years in our product: G+® Graphene
Plus, a unique and inimitable creation
whose main features are its purity
and sustainability. The uniqueness of
this material, in all its forms, comes
directly from the production method:
at Directa Plus we transform every
single gram of graphite into a gram of
graphene, through a process based
entirely on the principles of physics,
without any chemical processing
QUALITY
Graphene Plus is a different material,
unique and absolutely pure. In order to
guarantee the highest quality of our
products and of the services we
provide, Directa Plus has developed
innovative working methods, and we
have organised the Advanced
Development Area, a lab specialised in
the applications of G+® graphene.
SAFETY
For Directa Plus, safety has always
been a core value. Over the years we
have invested effort and resources in
the creation of a material that is able
to ensure maximum safety, both
for those who use it and for those
who work on it. The safety of our
G+® graphene is proven by the
independent certifications of
non-toxicity and non-cytotoxicity
of all G+® products.
Operational
excellence
Flexible
approach
Sector-
specialist
knowledge
Brand
strength and
endurance
Exceptional
service
International
reach
Overview
Strategic report
Governance
Financial statements
Additional information
Directa Plus plc
Annual Report & Accounts 2024
Business model
Directa Plus has a unique and proven process for the production of pristine, chemical free graphene nanoplatelets,
tailored to our partners’ and customers’ requirements, which is both flexible and scalable. Production is located at our
factory near Milan, Italy, and we have a Grafysorber® production unit in our subsidiary Setcar in Romania, but can also
be set up at customer locations to reduce transport costs, waste and lead times.
We are strongly committed to environmental sustainability and abide by a strong Code of Ethics in all aspects
of our business practice.
We create value through partnering with leading industrial entities with large international footprints that provide
significant growth opportunities, but also important reference customers to support the roll out of graphene enhanced
products and services globally. The success of this strategy can be seen in our progress in the environmental
remediation and textiles markets, and other areas where we see great potential.
Our values and business model
07
Integrating our intellectual
property into new products
allows our customers
to gain significant
competitive advantage.
As a company, we are committed
to sharing in the proceeds of
customers’ growth from new
products, rather than merely
supplying an essential ingredient.
The commercialisation model
we follow is based on
capturing for our shareholders a
proportion of customers’
additional revenues and profits.
This could be royalty payments,
upfront enabling licence
payments, joint-ventures
to get closer to end-users or
a combination of all three.
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Directa Plus plc
Annual Report & Accounts 2024
08
ESG
Environmental, Social and Governance considerations are an important part of what drives
Directa Plus’ business, with a strong commitment to a sustainable business, minimising
our impact on the environment, social values and collaborative working practices and
governance aligned with the QCA Governance code in parallel with a commitment to
engagement with all stakeholders.
To further enhance our commitment to ESG, the Group is developing a more comprehensive
sustainability plan with a commitment to delivering a more detailed sustainability strategy.
Sustainable business
Environment
Graphene Plus is a unique product, produced in a unique
and sustainable way; G+® products are obtained through
a proprietary patented process based on the physical
transformation of natural graphite: (i) water-based process,
(ii) no chemistry, (iii) high purity, (iv) zero discharge of
hazardous chemicals.
In our production process we consider raw materials
supply chains, energy consumption, water and
wastewater, atmospheric emissions, the production of
waste and any effect on biodiversity. We are constantly
assessing our production processes, working with
recognised environmental organisations to ensure the
safety and sustainability of our products. Our method of
producing G+® always uses low energy consumption and
low waste generation, making the entire process
environmentally friendly.
With regards to our commercialisation strategy, it is our
mandate to only work with environmentally responsible
industrial partners, and to seek to improve on products in
existing markets. This means that we can help produce
and sell better quality products than are currently available,
with better performance and longer life for end-users.
Environmental remediation is a key division at the heart of
this and we have been ISO 14001 certified since 2016.
Since 2021, Directa Plus has been awarded with the
Green Economy Mark from the London Stock Exchange,
with over 70% of revenue contributions derived from
the Environmental Remediation division.
Social
The Board considers one of its key stakeholder groups to
include its workforce and make efforts to support our
employees where possible. We are a responsible employer
and carefully consider all aspects of employee rights, equal
opportunities, health and safety at work and training and
education. We also have a renumeration policy, intended to
attract, retain and motivate high calibre executives to
deliver outstanding shareholder returns and at the same
time maintain an appropriate compensation balance with
the other employees of the Group.
With respect to our local community, Directa Plus is well-
known and deeply rooted in the Milan area. We promote
our regional economy by identifying local suppliers, with
whom it is possible to structure lasting partnerships.
Governance
The Board fully supports good corporate governance and
recognises that it enhances its decision-making processes
by improving the success of the Company and increasing
shareholder value over the medium to long-term.
The Company complies with the Quoted Companies
Alliance corporate governance code (the “QCA Code”) and
the Directors propose that the Company should continue
to do so having regard to the Company’s size, board
structure, stage of development and resources.
ESG rating
Directa Plus has embarked on the development of a full
ESG Strategy and has engaged Integrum, an independent
ESG ratings agency. With the objective to gather initial
data upon which the Company can enhance its ESG
reporting and practices for transparency for all stakeholders.
Integrum assessed and scored the company against
robust frameworks including the SASB framework,
Minerva Analytics and the Cambridge Impact Framework
(latter against the UN Sustainability Goals).
Measures including managing greenhouse gas emissions
and waste consumption were assessed as well as the
company’s policy on incorporating ESG concerns into
Directa Plus’ products and services and managing risk
from government regulations and policy proposals that
address social factors affecting the industry.
The Company was then ranked relative to specific sub-
sector peers and an overall score, and rating was applied.
The Company was given a ‘B’ rating.
Chemical free production process
G+® Technology
We offer a range of graphene nanoplatelets-based
products – either ready-to-use or custom-blended to
meet customers’ specific technical requirements.
Benefits of our products:
Tailor-made for customer needs
When used in consumer and industrial applications,
G+® enables end-products to perform better while
remaining affordable.
We partner with customers to develop bespoke
graphene blends that have just the right morphology
for their particular application. We produce the precise
ingredient to make our customer’s product stand out
from the competition.
Scalable, portable production
Our factory near Milan can produce industrial quantities
of graphene nanoplatelets-based products each year to
supply large supply chains.
In addition, we can set up production directly at
customer locations, thus adding scalable capacity and
reducing transport costs, waste and time-to-utilisation.
Patented, modular process
Our production process uses a unique technique we
call Plasma Super Expansion. Starting from natural
graphite, each step of the process – expansion,
exfoliation and drying – creates graphene nanoplatelets-
based materials ready for a variety of uses and available
in different forms such as powder, liquid and paste.
Our production process produces a highly consistent
graphene nanoplatelets product – an important factor
for commercial customers – and does not need any
chemical or solvent additives.
+ Chemical-free
+ Certified as non-toxic
+ High purity
+ Taylor-made particles
shape
+ Abundant, safe and
non-toxic raw material
Our production process produces a highly consistent graphene
nanoplatelets product – and important factor for commercial
customers – and does not need any chemical or solvent additives.
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Directa Plus plc
Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
Directa Plus plc
Annual Report & Accounts 2024
10
Giulio Cesareo CEO
Chief Executive Officer’s review
FY24 presented the Group with challenges that
the Board has responded to by strengthening
the Group and laying the groundwork for
sustainable future growth. As a result,
we are more confident that Directa Plus is
well-positioned to capitalise on future
opportunities as market conditions stabilise.
Our strategic shift towards prioritising higher
margins and value-added services resulted in
lower revenues in the year. Alongside this, we
continued to encounter operational challenges
and delays in securing key contracts within
our Environmental Remediation and Textiles
divisions. These issues carried over into the
second half of the year, leading to financial
performance for FY24 that was below our
initial expectations.
Despite external pressures, we made tangible
progress in areas core to our long-term strategy –
from technology deployment and operational
streamlining, to reinforcing our position in key
markets such as Environmental Remediation.
The successful capital raise and the full
acquisition of Setcar are two significant
milestones that will help accelerate our strategic
agenda and unlock further value.
As part of strengthening the Group for future
growth, we completed a £6.9m capital raise in
mid-2024 to support investment in line with
our strategic plan to accelerate the Group’s path
to profitability. Since the full acquisition of
Setcar, we have made considerable headway,
securing operational efficiencies, including a
headcount reduction, and the appointment
of a new subsidiary board. Importantly we
have also recruited a new General Manager,
who brings over 15 years engineering
experience internationally and will play a
crucial role in ensuring Setcar is positioned for
growth through improved focus and leadership.
In line with this reorganisation, there is a
process for further senior appointments in
place, including a new Sales Director, to
strengthen commercial capabilities.
“Following a challenging FY24, we have
reshaped our operations and are now seeing
tangible commercial progress as we enter
FY25 with renewed confidence.”
€4.98m
Cash and cash equivalents at
year end of €4.98m (2023:
€2.39m), significantly
strengthened by the capital
raise completed in June 2024
106 patents
Total patents granted at year
end of 106 (2023: 86)
€6.66m
Directa Plus delivered
revenues for FY24
of €6.66m.
Overview
Strategic report
Governance
Financial statements
Additional information
Directa Plus plc
Annual Report & Accounts 2024 11
The successful capital
raise and the full
acquisition of Setcar are
two significant milestones
that will help accelerate
our strategic agenda and
unlock further value.
1. PATENTED PRODUCTION PROCESS: We have
been restructuring the manufacturing and
R&D teams, maximising the benefits of Directa
Plus’ technology and production process to
deliver more effective, scalable and customer-
oriented solutions.
2. BATTERIES: Collaborating with partners
specialised in the research, development, and
later manufacturing and sale of next-generation
lithium-ion batteries, by providing G+®
technology as a key component.
3. OTHER APPLICATIONS: We continue to invest
in R&D to further adapt and refine our G+®
technology for additional application areas
such as elastomers, paints, cements and air
filtration systems.
3
1
2
£6.9m
As part of strengthening the
Group for future growth, we
completed a £6.9m capital raise
in 2024 to invest in line with our
strategic plan to accelerate the
Group’s path to profitability.
Directa Plus plc
Annual Report & Accounts 2024
12
The Environmental
division is underpinned by
our unique Grafysorber®
technology. It can absorb
and recover more than
100 times its own weight
of oil-based pollutants.
1
3
2
4
GRAFYSORBER® ENVIRONMENTAL:
The Environmental division is underpinned by
our unique Grafysorber® technology, which is
independently proven to be five times more
effective than comparable technologies.
GRAFYTHERM® – TEXTILES: We work with major
brands that are seeing increasing interest for the
thermal conductivity and antimicrobial properties
of our G+® graphene.
GRAFYSORBER®: It is a hybrid-graphene solution
for treating water sludges and emulsions
containing hydrocarbons, and it can absorb and
recover more than 100 times its own weight of
oil-based pollutants.
PRODUCTION PLANT: At the Lomazzo plant,
we are working on a remodelling of the
production line aimed at increasing productivity
and ensuring greater operational flexibility
at lower direct production costs.
1
2
3
4
The capital raise also provided funds for
investments to support the commercialisation
of our G+ graphene, increase the Group’s
technical and commercial capabilities, and
improve our production line to further reduce
our production costs. We have additionally
restructured the manufacturing and R&D
teams in Italy, maximising the benefits of
Directa Plus’ technology and production
process to deliver more effective, scalable and
customer-oriented solutions. Notably, the
replacement of argon gas for nitrogen gas in
our production line has provided significant
cost efficiencies and environmental benefits,
as it is a common energy source that can be
generated internally.
Review of Operations
Environmental Remediation
(79% of revenue)
The Environmental Remediation division is
underpinned by our unique Grafysorber®
technology, which is independently proven to
be five times more effective than comparable
technologies. It is a hybrid-graphene solution
for treating pollutants, in particular water
sludges and emulsions containing
hydrocarbons, where it can absorb and
recover more than 100 times its own weight
of oil-based pollutants.
Although performance was dampened in the
year, in part due to a focus on higher margin,
higher value services, a series of important
contract wins and renewals were secured.
In addition, specific project delays and market
uncertainties further impacted the division’s
performance. The contract signed in 2023
with Liberty Galați, Romania’s leading
integrated steel producer, has progressed
more slowly than anticipated due to the
customer’s financial difficulties. The
Romanian government has announced
measures to support Liberty Galați’s
stabilisation, and we are closely monitoring
the situation to safeguard the successful
continuation of the project. Furthermore,
as previously notified, a major tender for a
the use of Directa Plus’s patented Grafysorber®
technology to treat oil sludges, emulsions,
and contaminated water. This contract
extends the original framework agreement,
which commenced in 2021 and has
generated over €1.0 million in revenues to
date, to 31 December 2026, ensuring the
continuity of services without interruption.
With the restructuring of Setcar, we continue to
look for ways to capture further opportunities
by leveraging our proprietary environmental
remediation technology and to capitalise on
the significant market potential that we expect
to materialise in the region.
Textiles (20% of revenue)
The European textile market was affected by
weaker consumer spending in the current
economic climate, which adversely impacted
our Textile division resulting in a slowdown in
revenues. In parallel, we have also
experienced a temporary slowdown in sales
to a major workwear client during the year
that are now expected to rebuild in 2025.
Nonetheless, we continue to experience
strong demand for our technical product
enhancements globally and see potential to
deepen our presence in the luxury textile
market and further develop opportunities in
defence and workwear applications, for which
our technology plays a key role. Whilst the
European textile market remains challenging,
there are signs of a potential recovery later in
2025, supported by a stabilisation in inflation
and international markets. Additionally, the
growing focus on sustainability and circular
economy regulations presents opportunities
for companies investing in innovation and
responsible production. Against this backdrop,
we remain committed to optimising our
operations and leveraging market trends to
strengthen our commercial position.
We work with major fashion brands and are
seeing increasing interest for the thermal
conductivity and antimicrobial properties
of our G+® graphene in high technology
electronic applications. In March 2024, we
€44 million two-year contract for a significant
remediation project was being sought by Setcar.
This tender has not progressed in the manner
the Board were continually led to expect. The
contract has now been awarded to another
party, under circumstances that are difficult to
appropriately determine. Whilst this is very
disappointing after all our considerable efforts
and engagement, the outturn would appear to
be in our best interests as a public company.
Nevertheless, a series of important contract
wins and renewals during the period
demonstrate the strong underlying demand
for our solutions. The Group’s environmental
remediation activities are primarily carried
out via Setcar which renewed its contract
with FORD Otosan, a Romanian automotive
business owned by Ford Motor company,
for the fifth time in the period for a total
contract value of €1.9m. Post-period end
Setcar secured a further renewal for
c. €1.1 million for the first half of the year
to continuing to deliver Total Waste
Management services, including waste
disposal, transportation, treatment,
recycling, equipment, and personnel.
Post-period end, Setcar also signed an initial
$1.5m agreement with Midia International SA,
to provide tank cleaning and waste disposal
services as part of an offshore drilling
campaign in the Black Sea, specifically the
Trident EX30 block. The project will involve the
use of Directa Plus’s proprietary Grafysorber®
technology to treat the contaminated water
and is expected to commence in the second
half of 2025.
The Group also resumed its activities with
OMV Petrom for the decontamination of
sludges using Grafysorber as the customer has
identified a new area to decontaminate.
In recent years we have treated c. 41,000 cubic
meters of emulsions generated by OMV
Petrom, recovering c. 10,000 tons of crude oil
to be reinjected in their refineries, improving
their overall operational efficiency. In April
2025 Setcar signed a €1.59 million contract
extension agreement with OMV Petrom, for
Chief Executive Officer’s review continued
Directa Plus plc
Annual Report & Accounts 2024 13
Overview
Strategic report
Governance
Financial statements
Additional information
“We continue to experience strong demand for
our technical product enhancements globally
and see potential to deepen our presence in
the luxury textile market.“
®
®
secured a contract with Heathcoat Fabrics in
the UK, a manufacturer of advanced knitted
and woven fabrics, which involves the
integration of our G+® Planar Thermal Circuit
technology into its portfolio to provide
thermal dissipation. We continue to work with
luxury brands across workwear and shoes in
Europe and the US as well as defence wear in
South America, with several open discussions
taking place in North America and Turkey for
our products.
Additional industry verticals
(1% of revenue)
Whilst we see increasing opportunities across
our verticals, the Group is focused on tangible
opportunities that provide near-term value,
which predominately arise in verticals such
as asphalts and batteries.
GiPave, developed in conjunction with
Iterchimica, has had success in the asphalts
market. GiPave is a G+® graphene-based
technology that provides significant
improvements to road durability and a
significantly reduced carbon footprint. In the
period, GiPave was used in the Imola Circuit
for the Emilia-Romagna Grand Prix in May
2024 as part of the Formula 1 World
Championship, making it the first circuit to
feature green, sustainable and high-tech
asphalt utilising graphene and recycled
plastics. GiPave was also chosen for an
extensive resurfacing operation in Rome,
ahead of the 2025 Jubilee.
We are currently collaborating with Nant
G Power, a company owned by one of our
cornerstone shareholders, which specialises
in the research, development, and later
manufacturing and sale of next-generation
lithium-ion batteries. We are supporting Nant
by providing G+® technology as a key
component and sharing our expertise to help
build coin cells and single-layer pouch cell
prototypes for lab-scale material testing and
product development, with a focus on the
Italian and EU markets.
inception, we have fostered an aggressive IP
strategy across different verticals to protect
the production process and several of our
applications. Our production process is
modular and flexible, and we can easily and
quickly produce G+® finished and semifinished
products for different verticals. Our wide IP
portfolio represents a strong barrier against
competitors and a significant asset, ready to
generate economic returns and position
Directa Plus as a leading technology player in
a fast-growing market.
Outlook
Whilst new wins in FY24 were slower than we
had expected, the team has worked diligently
to ensure that we have a solid strategy and the
necessary foundation to take advantage of the
significant opportunities that are ahead of us,
driving value across our expanding network
of partners and customers, and bringing the
Group back to its expected growth path.
In the near term, we are focused on continued
reorganisation of Setcar which will allow us
to capture new business opportunities
and eliminate inefficiencies. We are also
redesigning the layout of the Lomazzo plant to
enhance production flexibility and to achieve
further significant cost reductions.
The early momentum seen so far in FY25 is
evidence of the success of this focus with
new contract wins, that are further supported
by a good pipeline of opportunities and scope
for further operational efficiencies and cost
reduction. The Board is confident in achieving
results for FY25 in line with market expectations.
Giulio Cesareo
Chief Executive Officer
2 June 2025
In parallel, we continue to invest in R&D to
further adapt and refine our G+® technology
for additional application areas such as
elastomers, paints, cements and air filtration
systems. Across these verticals, we have
achieved promising validations at various
levels and stages, confirming the effectiveness
of our solutions. Our efforts are now focused
on accelerating adoption by industrial
partners and progressing towards broader
market commercialisation.
Operational
At the Lomazzo plant, we have renewed our
production team, which is currently working
on a remodelling of the production line
aimed at increasing productivity and
ensuring greater operational flexibility at
much lower direct production costs. In
parallel, we have undertaken specific
investments in the line, including the
substitution of argon gas with nitrogen gas as
the main energy source, which is expected to
directly reduce production costs with
additional benefits in terms of sustainability.
We are also strengthening our R&D team to
better align with evolving market needs and
to drive innovation both in the short term
and across our medium- to long-term
strategic verticals.
The new strategic focus at Setcar has resulted
also in a reduction in headcount since the
acquisition of full majority control in H1 2024.
Management changes have been made to
improve leadership and to bring better focus
to support growth.
Intellectual property
At the end of 2024, the Group’s patent portfolio
comprises 106 patents granted (December
2023: 86), with 33 pending (December 2023:
46), grouped into 22 patent families. The
Group’s patents cover our unique graphene
production process and a wide range of
applications, and our portfolio evidences
Directa Plus’ real strategic value. Since
Directa Plus plc
Annual Report & Accounts 2024
14
Chief Executive Officer’s review continued
“The Group developed a solution, GiPave, with
Iterchimica, which has had success in the asphalts
market. GiPave is a G+® graphene technology that
provides significant improvements to durability
and reduced carbon footprint.“
Overview
Strategic report
Governance
Financial statements
Additional information
Directa Plus plc
Annual Report & Accounts 2024 15
ASPHALTS: GiPave was used in the Imola Circuit
for Emilia-Romagna Grand Prix in May 2024 as
part of the Formula 1 World Championship.
EXPANDING ABROAD: We continue to work
with luxury brands across workwear and
shoes in Europe and the US as well as defence
wear in South America, with several open
discussions taking place in North America and
Turkey for our products.
PATENTS PORTFOLIO: Since inception, we
have fostered an aggressive IP strategy across
different verticals to protect the production
process and several of our applications.
PRODUCTION PROCESS: Our production
process is modular and flexible, and we can
easily and quickly produce G+® finished and
semifinished products for different verticals.
We are strengthening our
R&D team to align with
evolving market needs and
to drive innovation both in
the short term and across
our medium-to long-term
strategic verticals.
The Group’s patent portfolio
comprises 106 patents granted
(with 33 pending), grouped into
22 patent families. Our patents
cover our unique graphene
production process and a wide
range of applications, and our
portfolio evidence Directa Plus’
real strategic value.
3
1
2
4
1
2
3
4
Directa Plus plc
Annual Report & Accounts 2024
16
In parallel, the Group continued to invest in
line with its long-term strategic plan, with a
disciplined approach aimed at balancing
short-term resilience and long-term growth.
The successful capital raise completed in June
2024 has been instrumental in enabling these
efforts, strengthening both the operational
and financial foundations of the Group, and
positioning it to capitalise on emerging
opportunities in its core markets.
Key performance indicators
The Board measures the performance of the
Group through several important KPIs. As a
growing business operating across different
vertical markets, identifying measurable data
that will provide useful insight year-on-year
is not always straightforward but the KPIs
below aim to help shareholders navigate the
Group’s progress:
• Product sales and service revenue at
€6.66m (2023: €10.53m), impacted by
temporary delays in key customer orders
and contract awards in the Environmental
Remediation and Textiles divisions
• Total income (including grants) at €6.83m
(2023: €10.86m)
• Adjusted LBITDA* increased by 42% to €3.64m
(2023: €2.56m), driven by lower revenues,
offset in part by continued efforts to control
costs and improve production efficiency
• Loss before tax increased by 25% to €5.37m
(2023: €4.31m)
• Reported (basic) Loss per share stable at
€0.06 (2023: €0.06)
• Cash and cash equivalents at year end
of €4.98m (2023: €2.39m), significantly
strengthened by the capital raise
completed in June 2024
* Adjusted EBITDA loss represents results from
operating activities before tax, interest, depreciation
and amortisation, adjusted by one-off expenses,
one-off provisions, inventory write-offs, non-
recurring legal expenses and onerous contract
provision (details below).
Giorgio Bonfanti Chief Financial Officer
Chief Financial Officer’s review
“The key focus in 2024 has been on navigating
a particularly challenging environment, while
preserving the Group’s financial stability and
enhancing operational efficiency. Despite
external headwinds, the finance team has
remained committed to supporting strategic
decision making, optimising resource allocation,
and maintaining robust cost control.”
€6.83m
Total income (including
grants) (2023: €10.86m)
€4.98m
Cash and cash equivalents
at year end (2023: €2.39m)
€6.67m
Product sales and service
revenue (2023: €10.53m)
Overview
Strategic report
Governance
Financial statements
Additional information
Directa Plus plc
Annual Report & Accounts 2024 17
The completion of the €1.5 million acquisition
of an additional 49% stake in Setcar has
taken to Group’s total ownership to 99.95%.
The acquisition was initially partially financed
through a short-term €1 million loan from
Nant Capital LLC, which was repaid out of
the proceeds of the capital raise. Full majority
control has enabled the Group to actively
restructure Setcar in order to enhance
its strategic alignment with the wider
Group, accelerate the deployment of
Grafysorber® in the region, and capitalise
on the significant market opportunities
emerging locally in environmental services
and decontamination.
The new funds have enabled the Group to
continue executing its strategic plan, with
targeted commercial and R&D investments.
These are carefully balanced to optimise
short-term returns while preserving the Group’s
ability to capture high-value opportunities in
the medium to long term, all while maintaining
disciplined cash management. As of
31 December 2024, the Group held cash and
equivalents of €4.98 million.
It should also be noted that, at the statutory
level, the parent company (Directa Plus plc)
recorded a non-cash impairment loss of
€16.9 million on its investment in Directa Plus
S.p.A., following a decrease in the Group’s
market capitalisation. This adjustment, which
has no impact on the consolidated financial
statements, reflects a prudent application
of accounting standards in the individual
entity’s accounts.
Looking ahead, the Group’s short-term
priorities remain focused on reducing cash
consumption and enhancing profitability.
Alternative performance
measures
This report includes both statutory and
adjusted financial measures, the latter of
which the Directors believe better reflect the
underlying performance of the Group by
excluding certain items that if included could
distort a reader’s understanding of the results.
The table below shows a reconciliation of
statutory and adjusted measures for LBITDA
and Loss before taxation.
Adjustments refer to:
• a one-off expense of €0.13 million in 2024,
relating to engineering development costs
incurred by Setcar for the acquisition of
specialised equipment intended for the
Liberty Galați project. In light of Liberty’s
financial difficulties, Setcar decided to place
the investment on hold. The costs have
been treated as a non-recurring item,
with the potential to be leveraged as
an intangible asset should the project
activities resume;
• a €0.02 million tax risk provision in Romania
in 2024 and a bad debt provision in 2023 of
€0.28 million referred to unpaid receivables
in respect of contracts carried out in 2021
and 2022;
• an inventory write-off of €0.36 million in
2024 and €0.17 million in 2023. The 2024
amount reflects the adoption of a new, more
conservative internal provisioning policy for
inventory, introduced following the revenue
decline experienced during the year. In
response to this downturn, management
opted for a stricter and more structured
approach, applying progressive write-down
percentages based on stock ageing, lack of
movement, and absence of recent sales;
• legal costs of €0.05 million in 2024 and
€0.05 million in 2024 mainly linked to the
protection of Directa Plus’ IP portfolio; and
• a provision release of €0.04 million (2023:
€0.15 million). A €0.19 million provision was
made in 2022 for the total expected loss
on the conclusion of the two onerous
long-term contracts where recovery was
deemed uncertain under IFRS15. The
provision was reversed out in 2023 and 2024
on the conclusion of the contracts.
A description of the principal risks and
uncertainties facing the Group is set out in
the Directors’ Report of the Annual Report.
Giorgio Bonfanti
Chief Financial Officer
2 June 2025
Financial review
2024 remained a challenging year, as the war
in Ukraine and the Middle East, combined with
persistently high interest rates, continued to
weigh on global markets. These macroeconomic
and geopolitical conditions temporarily
impacted the Group’s growth trajectory,
financial results and stock performance.
The difficult environment particularly affected
our two primary business areas: the European
textiles market and the environmental
remediation activities, both of which were
directly exposed to the macroeconomic
slowdown and geopolitical uncertainties.
This led to a material reduction in revenue to
€6.7 million, representing a 37% decrease
versus 2023, mainly due to a temporary
slowdown in orders from key customers and
the strategic decision to focus on high margin
high value business.
Despite this, the Group implemented several
mitigating actions aimed at protecting margins
and preserving liquidity. These included strict
control over operating expenses, a continued
reduction in direct production costs, and a
focused prioritisation of contracts with higher
profitability. These efforts helped partially
offset the impact on the net loss for the year.
In June 2024, the Group raised gross proceeds
of approximately £6.9 million through a placing
and subscription involving the issuance of
38,361,106 new Ordinary Shares at a price of
18p each. The capital raised was used to
acquire the remaining minority interest in
Setcar, with the balance deployed to accelerate
investments across both our primary and
secondary verticals, to cover general working
capital needs, and maintain momentum on
medium to long-term opportunities.
€ million FY24 FY23
Result from operating activities (5.42) (4.18)
(+) Depreciation and amortisation 1.26 1.27
LBITDA (4.16) (2.91)
(+) One-off expenses 0.13 –
(+) One-off provision 0.02 0.28
(+) Inventory write-off 0.36 0.17
(+) Lawsuit expenses 0.05 0.05
(+/-) Onerous contracts provision (0.04) (0.15)
Adjusted LBITDA (3.64) (2.56)
Richard Hickinbotham
Non-Executive Chairman
Relevant strengths
Deep understanding of AIM markets
•
Investor relations and financial
•
communication
Growing businesses and funding
•
Richard Hickinbotham is an experienced City
professional, having served previously as Head
of Equity Research at Singer Capital Markets,
Cantor Fitzgerald Europe and Charles Stanley.
He has also held a number of senior positions
at Investec, including Global Head of Research
and Co-Head of UK Investment Banking and
as Head of Pan-European Small and Midcap
Research at S.G. Warburg & Co.. Richard is a
Non-Executive Director of AB Dynamics Plc
where he is chairman of the remuneration
committee and a member of the audit and
nomination committees. Richard holds a
BSc. in Mechanical Engineering from
Imperial College and is a qualified
Chartered Accountant.
Giulio Cesareo
CEO and Founder
Relevant strengths
Industry knowledge and credentials
•
Strategic and business expertise
•
Engineering expertise
•
Giulio Cesareo is one of the founders of Directa
Plus. He began his professional career in 1982
in Italy working for Falck and Techint. From
1986 to 2004, he worked in the carbon and
graphite business for Union Carbide, UCAR
and Graftech, reaching the positions of the
President and CEO of the Italian company and
Vice President and General Manager of the
worldwide Advanced Carbon and Graphite
business unit. In his role at Union Carbide,
Giulio managed business units in USA, France
and Italy. Giulio is an Advisory Board member
and member of the Industry Council of the
US National Graphene Association.
Giulio was awarded a degree in Mechanical
Engineering from the Polytechnic University of
Milan, an MBA and an Executive MBA from
Bocconi University of Milan and attended
Strategic and Financial Management
Programs at Stanford University (USA). He
serves as a board member of Fondazione
Quarta, a non-profit organisation focused on
scientific research in areas of social activity
and was also Board Member of: Centro di
cultura scientifica “Alessandro Volta”, an
organisation aimed at promoting the practical
applications of a scientific culture.
Giorgio Bonfanti
CFO
Relevant strengths
Financial reporting and accounting
•
Budget and business plan
•
M&A and funding
•
Giorgio is a professional with corporate
finance, M&A, and accounting experience.
Before joining Directa Plus in May 2021,
Giorgio was a Senior Manager at PwC, in their
Deals practice. He supported national and
international clients in M&A transactions, such
as acquisitions, disposal, joint ventures, IPOs
and business plans. He also has a previous
experience at KPMG as an auditor.
Giorgio holds a degree in Business
Administration and a Master of Science in
Accounting, Finance and Control from
Bocconi University.
Directors’ biographies
Directa Plus plc
Annual Report & Accounts 2024
18
Wesley Clark
Non-Executive Director
Relevant strengths
Extensive public and private Board experience
•
Strong US military network
•
Clean energy and environment expertise
•
General Clark, a US national, is Chairman and
CEO of Wesley K. Clark & Associates, a strategic
consulting firm; Chairman and Founder of
Enverra, Inc., a licensed investment bank, and
Chairman of Energy Security Partners, LLC. In
the not-for-profit space, he is a Senior Fellow
at UCLA’s Burkle Center for International
Relations and a Director of the Atlantic
Council. A best-selling author, General Clark
has written four books and is a frequent
contributor to T.V. and news media.
Wesley Clark retired as a four-star general after
38 years in the United States Army, having
served in his last posts as Commander of US
Southern Command and then as Commander
of U.S. European Command/ Supreme Allied
Commander, Europe. He graduated first in his
class at West Point and completed degrees in
Philosophy, Politics, and Economics at Oxford
University (B.A. and M.A.) as a Rhodes scholar.
Sarah Cope
Non-Executive Director
Relevant strengths
Experienced Audit Committee Chair
•
UK Capital Markets and M&A experience
•
Corporate governance
•
Sarah has over 25 years’ experience as an
investment banker in London, advising
small and mid-sized companies at Board
level on corporate governance, strategy,
amalgamations and disposals, capital
markets and regulatory compliance.
Previously, she has advised AIM listed
companies in the Oil and Gas sector as both
Nominated Advisor and Broker, assisting
publicly traded companies to raise finance for
their exploration, development and production
projects around the world. Accordingly, she has
experience of AIM regulations and compliance.
Sarah has been a Non-Executive director of
several public and private companies since
2018 and is currently a Non-Executive Director
of AIM traded Eneraqua Technologies plc,
Smarttech 247 plc and Helium One Global Ltd.
®
Directa Plus plc
Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
19
Section 172(1)(a) to (f) of the Companies Act 2006 requires Directors to
take into consideration the interests of stakeholders in their decision
making, to this effect the Board of Directors of Directa Plus plc consider
that they have acted in such a way that would be most likely to promote
the success of the company in the long term, taking into consideration
the interests of all the stakeholders (investors, employees, customers,
suppliers and local communities).
a) The likely consequences of any decision in the long-term. Annually
the company reviews its medium to long term plan, which focuses on
the strategic direction of the Group as well as looking at the threats,
and opportunities it is facing. This plan is designed to ensure the long-
term optimal direction of the company, ensuring, at the same time,
the consideration of long-term requirements of stakeholders.
b) The interests of the company’s employees. The Board considers its
employees to be one of the key stakeholders within the Group and
as such welcomes any feedback to ensure the alignment of both
party’s interests. Given the nature of the Group’s activities, its
employees are the greatest asset of the business and their interests
are always considered when determining the strategic direction
and vision of the Group.
Details of the Group’s process to obtain feedback from employees
are listed in the section “Stakeholder and social responsibilities” of
the Corporate Governance Statement at page 24.
c) The need to foster the company’s business relationships with
suppliers, customers and others. The Board recognises that the
success of the Company is reliant on the stakeholders of the
business and, to this effect, the Company engages with these
stakeholder groups on a regular basis. Details of the Company’s
process to obtain feedback from customers and suppliers are listed
in the section “Stakeholder and social responsibilities” of the
Corporate Governance Statement at page 24.
d) The impact of the company’s operations on the community and
environment. The Board has always considered the health and
safety of people and environmental protection as top priorities. In
order to manage its environmental responsibilities in a systematic
and proactive manner both Directa Plus S.p.A. and Setcar S.A.
implemented the ISO 14001 certification. This helps the Group to
achieve the intended outcomes of its environmental management
system which provides value for the environment, the organization
and the interested parties. The Board recognises its responsibilities
with regard to the environment and wider community and takes
actions to reduce the risk of any potential negative impact the
provision of its services and products could have in this area. Please
refer to the CEO statement in the Strategic report for further
information on the Company’s considerations on ESG matters.
e) The desirability of the company maintaining a reputation for high
standards of business conduct. In order to ensure that the business
maintains its reputation and integrity, the Board promotes a
corporate culture based on sound ethical values and behaviours,
which are essential to maximise shareholder value. Those core
values serve as a common language that allows all members of staff
to work together as an effective team and, it is these values and our
shared long-term business vision and strategy that we believe will
drive growth in shareholder value over the long term. An ethical code
and whistleblowing process are in place and are reviewed regularly.
Further details of the Company’s Ethical values and behaviours are
listed in the section “Ethical values and behaviours” of the Corporate
Governance Statement at page 26.
f) The need to act fairly as between members of the company. The
Group’s Board currently consists of three independent Non-Executive
Directors, and two Executive Directors. The Board considers it
collectively has an appropriate balance of skills and experience, as well
as an appropriate balance of personal qualities and capabilities. This
helps to ensure that the impact of decisions on stakeholders is fair and
equal, so they too may benefit from the successful delivery of our plan.
We define principal decisions as both those that have long-term
strategic impact and are material to the Group, but also those that are
significant to our key stakeholder groups. In making its principal
decisions, the Board considered the outcome from its stakeholder
engagement, the need to maintain a reputation for high standards of
business conduct and the need to act fairly between the members of
the Company.
Global graphene demand is expected to increase significantly over the
next 10 years. The Group is well positioned to benefit from this market
growth and to play a key role in its near-term development. The
Group’s strategy is to target existing products and markets that can be
significantly improved with the addition of Directa Plus products.
The Group works with key partners, benefitting from their knowledge
of the market, strong reputation and commercial channels.
The Group is targeting two key markets (Environmental Remediation
and Textiles), currently at an advanced stage of products and services
commercialisation. The Group has also engaged with high potential
opportunities that are providing encouraging signals, such as
Composites. And finally, the Group keeps investing and monitoring
high value future opportunities, such as the Coatings, Polymers,
Batteries, Air filters and Concrete.
The Group operates in a fast-changing environment. The Group keeps
investing and growing, exploiting the competitive advantage gained so
far and prioritising the verticals with a faster commercial traction and
higher financial returns.
Giulio Cesareo
Chief Executive Officer
2 June 2025
Section 172
Directa Plus plc
Annual Report & Accounts 2024
20
Directors’ report
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Directa Plus plc
Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
21
Principal activities
Directa Plus is a technology-based Group pursuing the development of
innovative manufacturing processes to produce and supply high quality
engineered graphene-based products which can be used by third
parties in a wide variety of industrial and commercial applications.
Following the acquisition of a majority shareholding in Setcar S.A. in
November 2019 and its subsequent increase to 99.95% in 2024,
Directa Plus operates in the environmental service market supplying
a complete range of services, from chemical analysis for waste
identification to water and soil treatment, leveraging on the unique
properties of the graphene-based products within its portfolio.
The Group’s strategy is to partner with potential customers at an early
stage and work with them to develop tailor-made graphene forms that
have the desired morphology for each potential customer’s specific
applications to enable them to capitalise on the high-performance
benefits of graphene.
The Group’s main country of operation and place of business is Italy, and
its registered office address is 50 Broadway, London, SW1H 0BL, UK.
Setcar is based in Romania, which is also its main country of operations,
and its registered office address is 6 Gradinii Publice Street, 810022, Braila.
Business and strategic review
The information that fulfils the requirements of the strategic report
and business review, including details of the results for the year ended
31 December 2024, research and development, KPIs and the outlook for
future years, are set out in the Chairman’s Statement, Chief Executive
Officer’s Review and Chief Financial Officer’s Review on pages 2 to 17
(The Strategic Report), and in this Directors’ Report, together with the
description of principal risks and uncertainties. A going concern
assessment is set out in the Corporate Governance report and is
reported on page 27.
Dividends
The Directors’ current intention is that for the foreseeable future, all future
earnings at the Group level will be reinvested in the business in order to
fund the ongoing growth strategy. In the future, if it is commercially
prudent to do so, the Board may consider the payment of a dividend.
Post balance sheet events
No significant events have occurred after the reporting date that would
require disclosure in these financial statements.
Directors’ indemnity
The Company has arranged appropriate directors’ and officers’ insurance to
indemnify the directors against liability in respect of proceedings brought
by third parties. Such provisions remain in force at the date of this report.
Directors
The following Directors held office as indicated below for the year
ended 31 December 2024 and up to the date of signing this report
(where not specifically mentioned):
Richard Hickinbotham
•
Giulio Giuseppe Cesareo
•
Wesley Clark
•
Sarah Cope
•
Giorgio Bonfanti
•
Directors’ Remuneration and Interests
The Directors’ Remuneration Report is set out on pages 28 to 31.
It includes details of Directors’ remuneration, interests in the ordinary
shares of the Company and share options.
Corporate Governance
The Chairman’s Corporate Governance Statement is set out on
pages 24 to 27.
Share Capital and Substantial shareholdings
Details of the share capital of the Company as of 31 December 2024
are set out in Note 17 to the consolidated financial statements. As of
31 December 2024, a total of 104,418,755 ordinary shares were
outstanding. The following Shareholders own 3% or more of the
ordinary shares:
Percentage of
Number of issued ordinary
Shareholder ordinary shares share capital
Nant Capital/Patrick Soon-Shiong 41,197,874 39.45
Unicorn Asset Management 9,428,888 9.03
Dompè Group 8,891,603 8.52
Rathbone Investment
Management Limited 8,178,876 7.83
Dr. Jean Marc Droulers/
Finanziaria Le Perray * 4,466,449 4.28
Galbiga Immobiliare S.r.l.** 4,302,674 4.12
* Finanziaria Le Perray S.p.A. is a company owned and controlled by
Dr. Jean Marc Droulers.
** Galbiga Immobiliare S.r.l. is a company owned and controlled by
Giulio Cesareo, the CEO of Directa Plus.
Risk management
The Group’s financial risk management is discussed in Note 23 to the
financial statements. The Directors continually consider how to identify
and mitigate the key business risks. Directors ensure that the
management of Company delivers leadership and direction to
employees so that our overall risk-taking activity is kept within the
desired risk appetite. The Group’s tolerance for risk in the area of Health
Safety and Environmental Protection (“HSEP”) is very low. Directa Plus
dedicates significant resources to managing and monitoring these risks
on a daily basis. The following list considers those that could have a
serious adverse impact on Group’s performance.
Directors’ report
continued
Directa Plus plc
Annual Report & Accounts 2024
22
Change***
Impact (on
the Group)**
Likelihood*
Risk
Mitigation and management strategy
→
Major
Certain
International conflicts, inflation trends
and high interest rates
Directors continuously monitor key geopolitical developments and
assess their potential impacts on the Group’s business, adjusting strategy
and operational priorities where necessary.
Over the past year, ongoing international conflicts, including the war in
Ukraine and tensions in the Middle East, have continued to contribute to
global economic uncertainty, persistent inflationary pressures, and
volatility in commodity and energy markets. In response, central banks
have maintained high interest rates, impacting financial markets and
global supply chains.
The Group does not have any direct contracts with Russian, Ukrainian, or
Israeli clients, and, to date, its major clients’ business activities do not
appear to be significantly at risk. However, the broader economic
landscape requires careful monitoring.
Additionally, the Group is monitoring developments relating to potential
changes in international trade policies, particularly the impact of increased
U.S. tariffs. While Directa Plus’s exposure to U.S. markets is currently limited,
any escalation in trade barriers could indirectly impact global supply chains,
input costs, and customer sentiment across key industries.
To mitigate potential risks, the Group has maintained an effective policy
of price list readjustments and cost optimisation, ensuring resilience in
the face of inflationary pressures. Additionally, treasury and cash
management strategies continue to be optimised to benefit from
favourable interest rate conditions.
Despite the challenging environment, Directors remain confident that the
Group’s financial position and operational flexibility support its going
concern assessment.
Furthermore, certain market dynamics may present opportunities, such
as the increased value of recovered oil and waste, the expansion of
applications for G+® in emerging industries, and, in the longer term, the
potential business opportunities arising from Setcar’s strategic proximity
to Ukraine, which could become relevant for environmental remediation
once the conflict ends.
→
Major
Possible
Changes in government policy and legal
and regulatory compliance
The Group operates in highly regulated industry
(Environmental services and waste disposal)
through its controlled subsidiary Setcar S.A. Any
changes to government policy, standards or
regulatory requirements could affect the Group’s
operations and results.
Management constantly monitors the regulatory framework to ensure a
prompt understanding of any proposed changes.
New
Major
Possible
Customer concentration risk
The Group’s revenue is currently dependent on a limited number of key
customers, which may expose the business to revenue volatility in the
event of delays, cancellations or reduced orders. To mitigate this, the
Group is actively diversifying its customer base across geographies and
sectors, expanding commercial efforts and pursuing partnerships to
reduce dependency on individual customers. Regular monitoring and
strategic account management are in place to strengthen relationships
and ensure continuity.
↓
Moderate
Unlikely
M&A strategy and delivery
Following the initial acquisition of Setcar S.A.
in 2019 and the subsequent increase in
ownership to 99.95% in 2024, Directa Plus
recognises that there may still be integration
risks that could affect the realisation of the full
expected benefits from the transaction.
An integration plan and skilled resources have been deployed to manage
the post-acquisition process. While Setcar has been part of the Group for
over five years, the Board acknowledges that integration efforts remain
ongoing, as demonstrated by the recent organisational and leadership
changes aimed at better aligning the subsidiary with the Group’s strategic
objectives. The Board remains actively engaged and receives regular
updates to ensure continuous progress.
→
Critical
Possible
Technological risk
Directa Plus operates in an industry where
competitive advantage has a certain
dependency on the technology adopted. It is
possible that future technological development
or potential substitute materials may affect the
acceptance of, and the attribution of value to the
Group’s graphene production technology and
the Group’s graphene-based products.
Directa Plus continually monitors the market and its competition and has
resources to invest in technological development and product
development as appropriate.
→
Major
Possible
Intellectual property protection risks
Failure to protect the Group’s IP may result in
another party copying, using or taking
advantage from the Group’s proprietary
knowledge and technology without
authorisation. There may not be adequate
protection for IP in every country in which the
Group’s products are or will be made available.
The Group monitors scientific papers, news flow and graphene products
brought to the market as far as reasonably possible and will take cost-
effective legal action if required. The Group is advised by suitably qualified
and experienced patent agents and meetings with the patent agents are
scheduled regularly.
®
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Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
23
Change***
Impact (on
the Group)**
Likelihood*
Risk
Mitigation and management strategy
The Group’s policies, procedures and practices used to identify, monitor
and control a variety of risks may, in some cases, not be effective. The
Group’s risk management methods rely on a combination of internally
developed technical controls, standard practices, observation of market
behaviour and human supervision.
Annual general meeting
The notice for the convening of the 2025 AGM together with the
proposed resolutions is contained in the Notice of AGM sent to all
shareholders and is available via the Company’s website.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law the Directors have prepared the
Group and Company financial statements in accordance with the UK
adopted international accounting standards. Under company law the
Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the
Group and Company and of the profit or loss of the Group for that
period. The Directors are also required to prepare financial statements
in accordance with the rules of the London Stock Exchange for
companies trading securities on the AIM.
In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
•
make judgements and estimates that are reasonable and prudent;
•
state whether they have been prepared in accordance with UK
•
adopted international accounting standards, subject to any material
departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it
•
is inappropriate to presume that the Group and the Company will
continue in business.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Company’s transactions and
disclose with reasonable accuracy at any time the financial position of
the Company and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and the
financial statements are made available on the corporate website.
Financial statements are published on the Company’s website in
accordance with legislation in the United Kingdom governing the
preparation and dissemination of financial statements, which may vary
from legislation in other jurisdictions. The maintenance and integrity
of the Company’s website is the responsibility of the Directors. The
Director’s responsibility also extends to the ongoing integrity of the
financial statements contained therein.
Auditors
Each of the persons who is a Director at the date of approval of this
annual report confirms that:
so far as the Director is aware, there is no relevant audit information
•
of which the Company’s auditors are unaware; and
the Director has taken all the steps that he ought to have taken as a
•
Director in order to make himself aware of any relevant audit
information and to establish that the Company’s auditors are aware
of that information.
This confirmation is given and should be interpreted in accordance
with the provisions of Section 418 of the Companies Act 2006.
For and on behalf of the Board of Directors
2 June 2025
→
Major
Possible
Funding risk
The Group’s growth requires access to funding.
It is possible that the Group will need to raise extra
capital in the future to continue to develop the Group’s
business or to take advantage of future acquisition
opportunities. No assurance can be given that any
such additional financing will be available or that, if
available, it will be available on terms favourable to the
Group or to the Group’s shareholders. Refer to the note
on Going Concern for further details.
Risk is mitigated by maintaining good relationships with the
Group’s main shareholders.
In addition, given the highly innovative nature of its business,
the Group is continuously seeking government grants to partially
fund its R&D activities.
New
Moderate
Possible
Climate change and environmental regulation
Climate change may impact the Group’s operations both directly –
through increased regulatory scrutiny, environmental compliance
obligations, and customer sustainability demands – and
indirectly, through shifts in market preferences and raw material
availability. The Group monitors regulatory developments
closely, and proactively adapts its product portfolio to support
sustainable solutions. Products like Grafysorber® directly address
environmental challenges and position the Group favourably in
the transition to a low-carbon economy.
* Unlikely, Possible, Likely, Certain. ** None, Minor, Moderate, Major, Critical. *** Defines the direction on the change in the risk: new risk (New), risk increased (↑), risk decreased (↓), no change (→).
↑
Major
Possible
Key employees risks
The Group depends upon the continued service and
performance of the Executive Officers and key
employees. The loss of the services of any of Executive
Officers or other key employees could have an adverse
impact on the Group’s operations, reputation and
business activities.
Risks is mitigated by providing long-term incentive arrangements to
key employees, building a motivated management team, together
with significant opportunities for carrier development.
The announced future transition of the CEO, effective by the 2026
AGM, represents a significant leadership change. To mitigate this,
the Board has initiated a structured succession planning process
and is actively working to ensure a smooth handover, preserving
strategic continuity, customer relationships and internal know-how.
Chairman’s corporate governance statement
The Board of Directa Plus plc (the “Company”) fully supports good corporate governance and recognises that it enhances
its decision-making processes by improving the success of the Company and increasing shareholder value over the
medium to long-term. The Quoted Companies Alliance corporate governance code (the “QCA Code”) sets out a minimum
best practice standard for small and mid-sized quoted companies, particularly AIM companies. The Company complies
with the QCA Code and the Directors propose that the Company should continue to do so having regard to the
Company’s size, board structure, stage of development and resources. There have been no significant changes in
governance arrangements during the 2024 financial year.
Over the last recent years, we have been constantly reviewing the Company’s culture and how it is consistent with our
strategy, objectives, and business model. We have identified some opportunities for improvement in our daily operations.
Following the acquisition of the minority shareholding in Setcar and gaining full control of the subsidiary, in H2 2024
we undertook a reorganisation of the Romanian subsidiary to further align its corporate culture with that of the Group.
This process also included strategic alignment to capture opportunities related to Grafysorber® and generate value
from the opportunities ahead.
Compliance with each of the principles set out in the QCA code is summarised in this section.
Role of the Chairman
The Board as a whole is responsible for effective corporate governance.
As Chairman of the Board, I have overall responsibility for the corporate
governance arrangements of the Company in addition to ensuring
that corporate governance arrangements are fully adopted within
the Company.
In addition, my role as Chairman is to lead the Board, ensuring its
smooth running and the effective contribution of all Board members.
Strategy and business model
The Company’s business model, strategy and key markets are set out
in the Chief Executive Officer’s review on pages 10 to 14.
Relations with shareholders
The Chief Executive Officer and Chief Financial Officer are responsible
for shareholder liaison and have regular dialogue with institutional
investors in order to develop an understanding of their views.
Meetings with analysts and shareholders of the Company take place
following the interim and annual results announcements as well as on
an ad hoc basis. These presentations are given by the Chief Executive
Officer and the Chief Financial Officer, updating on relevant matters
and in particular, on the progress of the Company in terms of its
operational performance, financial and strategic direction.
The Annual Report and accounts are published on the Company’s
website, www.directa-plus.com, and can be accessed by shareholders
and non-shareholders. Shareholders have the opportunity to meet
members of the Board at the Annual General Meeting of the Company
where Board members will be happy to respond to questions.
The Board believes that its current approach to shareholder
engagement is successful, based on the feedback received and the
Investor Meet Company interviews publicly available. In addition, as
Chairman, I remain available to talk to shareholders whenever required.
Stakeholder and social responsibilities
The Board considers its key stakeholder groups to include:
workforce – we are a responsible employer, compliant with relevant
•
human resources legislation and recommended practices, as well as
Health, Safety and Environmental Protection regulations. The Group
is maintaining a high level of attention towards its stakeholders
health and safety and has achieved an exemplary safety record
amongst its workforce;
customers – we have deep and wide relationships with our customers
•
that are crucial for the success of our business in developing novel
solutions with our customers and in developing their next generation
of products;
suppliers – we aim to develop strong relationships with our suppliers
•
based on trust, understanding and respect; and
partners – we engage with commercial and scientific partners and
•
work with them to develop new applications, building strong and
long-lasting relationships.
The Company obtains feedback from stakeholder groups by way of:
informal meetings and consultation with employees’ representatives,
•
and reports received through the Group’s Whistleblowing policy;
Corporate governance report
Directa Plus plc
Annual Report & Accounts 2024
24
®
Directa Plus plc
Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
25
regular meetings with main suppliers and undertaking a formal
•
assessment at least once a year;
a formal survey sent at least once a year to the main customers to
•
assess our level of service; and
maintaining a social media presence in order to understand
•
stakeholder sentiment and to obtain their feedback.
The Company has always considered the health and safety of people
and environmental protection as top priorities. We take a proactive
approach to health, safety and environmental protection by monitoring
our production process and products and continuously reviewing our
policies. Further information about the Company’s approach to
sustainability is set out in the Health, Safety and Environmental
Protection section of the Company’s website.
Risk management
The Directors are responsible for establishing and maintaining the
Company’s system of internal control and reviewing its effectiveness.
Page 22 sets out the Company’s approach to risk management and lists
those risks which are considered to have a potentially serious adverse
impact on the Company’s performance.
Page 27 includes additional information about the Company’s internal
control system.
The Board
The primary function of the Board is to provide effective leadership
and direction to enhance the long-term value of the Company to its
shareholders and other stakeholders. The Board has overall
responsibility for reviewing the strategic plans and performance
objectives, financial plans and annual budget, key operational
initiatives, major funding and investment proposals, financial
performance reviews, and corporate governance practices.
The Chief Executive ensures that the Directors’ knowledge is kept up
to date on key issues and developments pertaining to the Group, its
operational environment and to the Directors’ responsibilities as
members of the Board. During the course of the year, Directors received
updates from the Company Secretary and, if required, from external
advisers on a number of corporate governance matters.
The Board consists of two Executive Directors and three Non-Executive
Directors. The Board considers all the Non-Executive Directors to be
independent. The Board consists of four male Directors and one
female Director.
The number of meetings attended by the Board are disclosed on
page 26.
The current members of the Board and their membership on the Board
committees of the Company are as follows:
The Board recognises the importance of ensuring the flow of complete,
adequate and timely information on an ongoing basis to enable
decisions to be made on an informed basis and to enable the Board to
effectively discharge their duties and responsibilities. To allow Directors
sufficient time to prepare for the meetings, all Board and board
committee papers are aimed at being distributed to Directors a week in
advance of the meetings, with any additional material or information
provided on request. Directors have unrestricted access to management
and receive briefings from them, which enable the Directors to keep
abreast of the latest developments. Furthermore, the Company has
implemented the appropriate procedures to support Directors in
obtaining independent professional advice at the expense of the
Company as and when required. Directors receive regular updates in
relation to changes in UK adopted accounting standard and regulation.
Board committees as
Board appointments Chair or member
Non- Non-
Executive Executive Independent independent Audit Remuneration
Name of Director Director Director Director Director Committee Committee
Giulio Cesareo 3 – – – – –
Giorgio Bonfanti 3 – – – – –
Richard Hickinbotham* – 3 3 – – Member
Wesley Clark – 3 3 – Member –
Sarah Cope – 3 3 – Chair Chair
* Richard Hickinbotham holds a total of 60,000 vested ordinary shares under a previous share option plan, a legacy from the initial remuneration package assigned following his
appointment in 2017. The options are exercisable at 75p per share and have a de minimis value. Based on this, the Board considers the Chairman to be an independent director.
The Remuneration Committee has no intention to issue any options to NEDs in the future. Based on this, he is considered an independent director.
Directors
The Directors continue to remain satisfied that the Board is well
balanced and that the Directors possess the sufficient breadth of skills,
relevant experience, variety of backgrounds and knowledge to ensure
the Board functions appropriately, without being dominated by any
one Director. Details of qualities and capabilities that each director
brings to the Board are included in the director biography section.
Moreover, diversity is strongly considered ensuring the appropriate
balance of the Board is developed.
Full biographies of each Director can be found on pages 18 and 19.
The Board keeps under review the skills required to effectively pursue
the Company’s strategy and discharge its duties. The Chief Financial
Officer is also the Company Secretary; the Board does not feel that a
full time Company Secretary is currently required but will keep this
under review.
Board performance
The Board continually reflects on its performance to identify potential
areas for improvement.
Ethical values and behaviours
The Board is committed to ensuring the highest legal and ethical
standards and acknowledges its responsibilities in relation to
corporate governance.
The Board has produced an Ethical Code which aims to ensure that
the Company’s employees conduct themselves respectfully and
honestly in all their dealings with other employees as well as third
parties including clients, suppliers, public institutions, the media,
competitors and legal authorities.
Governance structure and processes
Delivering growth and long-term shareholder value with effective and
efficient decision-making is of high importance to the Board.
There is a clear division of responsibilities between the Chairman, who
is responsible for the effective leadership and smooth running of the
Board, and the Chief Executive Officer who, with the other Executive
Director, is responsible for the running of the Company.
The Company has established an Audit Committee and a
Remuneration Committee. Both committees meet at least twice a year.
Details of both committees and a report of their activities undertaken
during the 2024 financial year can be found on pages 28 and 33.
Committees
The Board has delegated certain functions to its two committees, the
Audit Committee and the Remuneration Committee. These committees
have their own written terms of reference and their actions are reported
to and monitored by the Board. The Board accepts that while these
committees have the authority to examine particular issues and will
report back to the Board with their decisions and/or recommendations,
the ultimate responsibility on all matters lies with the Board. The
functions that typically refer to the Nomination Committee currently
remain with the Board.
Time commitments
The Directors devote a sufficient amount of time in order to discharge
their duties to the Company both at and outside of Board Meetings.
In order to ensure this continued commitment the Board meets at least
6 times a year. In addition to the formal Board Meetings the Board will
meet throughout the year as and when required for specific matters.
The time commitments of the Non-executive Directors are carefully
reviewed by the Board and it is noted that Richard Hickinbotham, Sarah
Cope and Wesley Clark devote at least 2 days a month to the Company.
Details of the Directors’ attendance at each of the scheduled Board and
Committee Meetings for the 2024 financial year are listed below:
Corporate governance report
continued
Directa Plus plc
Annual Report & Accounts 2024
26
Board meetings Audit Committee meetings Remuneration Committee meetings
Name of Director No. held No. attended No. held No. attended No. held No. attended
Giulio Cesareo 8 8 n/a n/a n/a n/a
Giorgio Bonfanti 8 8 n/a n/a n/a n/a
Richard Hickinbotham 8 8 n/a n/a 2 2
Wesley Clark 8 7 4 4 n/a n/a
Sarah Cope 8 8 4 4 2 2
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Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
27
Internal control
The Directors are responsible for establishing and maintaining the
Company’s system of internal control and reviewing its effectiveness.
The system of internal control is designed to manage, rather than
eliminate, the risk of failure to achieve business objectives and can only
provide reasonable but not absolute assurance against material
misstatement or loss.
The main features of the internal control system are as follows:
Close management of the business by the Executive Directors.
•
There are clearly delineated approval limits throughout the Company
and a well-defined organisational structure. Controls are monitored
at the appropriate level;
monthly management accounts are prepared and reviewed by the
•
Board, including reviewing variances against prior months and
against budgets;
clear segregation of duties within the Company’s finance function
•
help ensure the Company’s assets are safeguarded and that proper
financial records are maintained; and
a list of matters that is reserved for the approval of the Board.
•
The Company has adopted a share dealing code for the Directors and
certain applicable employees, which is appropriate for a company
whose shares are admitted to trading on AIM (particularly relating to
dealing during close periods in accordance with Rule 21 of the AIM
Rules for Companies) and the Company takes all reasonable steps to
ensure compliance by the Directors and any relevant employees.
Going concern
The Group meets its working capital requirements through the receipt
of revenues from the provision of its services and sale of products,
mainly in Europe, the management of capital and operating
expenditure, the working capital and other borrowing facilities
available to it and from the issue of equity capital.
The conflicts in Ukraine and the Middle East, high inflation, increased
tariffs in international trades and increased interest rates by Central
Banks have been an additional cause of uncertainty over the macro-
economic outlook, affecting both the political and business
environments. These events have had a significant impact on global
economies and markets, and on the operations and operational funding
of companies experiencing widespread inflationary cost pressures and
supply chain disruption. In particular, certain sectors such as textiles and
environmental services have been directly affected – the former by
increased raw material and energy costs, and the latter by rising
operational expenses and delays in public and private sector contracting
– adding further pressure on businesses operating in these industries.
Management believes that the Group has systems and protocols in
place to address the challenges. However, as at the date of approval
of these financial statements, it is not clear how long the current
circumstances are likely to last and what the long-term impact will be.
On 11 June 2024, the Group announced the launch of a fundraise of
£6.9 million, by way of a placing and subscription, to fund the
acquisition of the minority interests of its subsidiary, Setcar S.A., and to
sustain the expected high growth of the business. The capital raise was
effective after the shareholders’ approval at a General Meeting held on
27 June 2024. As at 31 December 2024, the Group held cash and cash
equivalents of €4.98 million (31 December 2023: €2.39 million) and is
currently funded through €7.15 million of shareholder equity and €1.71
million of loans and bank debt, most of which are repayable over two
years. As at 30 April 2025, the Group held €3.6m of gross cash.
The Directors prepared a cash flow forecast for the Group and the
Parent Company for the period to December 2026, to assess if there is
sufficient liquidity in place to support the plan and strategy for the
future development of the Group. This forecast showed that the
Group and the Parent Company will have sufficient financial headroom
for the entire forecast period, if reasonably plausible downside
scenarios, do not occur.
In addition, the Directors, in formulating the plan and strategy for the
future development of the business, considered reasonably plausible
downside scenarios including reductions in forecast revenues and gross
margin, and no renewal of any financing facility. Under those stressed
scenarios, the Group could exhaust its cash resources before December
2026, and may therefore be required to raise additional funding which
is not guaranteed.
These events or conditions indicate that a material uncertainty exists
that may cast significant doubt on the Group and Parent Company’s
ability to continue as going concern and therefore, the Group and the
Parent Company may be unable to realise their assets or discharge their
liabilities in the normal course of business. The Directors review
regularly updates to the scenario planning such that it can put in place
mitigating actions and maintain the viability of the company and will
keep stakeholders informed as necessary.
Based on the analysis above, the Directors have a reasonable
expectation that, in the event of the reasonably plausible downside
scenario occurring, the Group and the Company will be able to raise
additional funding to facilitate the support of their activities for the
foreseeable future. The Directors have concluded that it is appropriate
to adopt the going concern basis of accounting in the preparation of
the financial statements. The financial statements have therefore
been prepared on the going concern basis. The financial statements
do not include any adjustments that would result from the basis of
preparation being inappropriate.
Richard Hickinbotham
Non-Executive Chairman
2 June 2025
Annual Statement
Dear Shareholder
On behalf of the Board, I am pleased to present the Directors’
Remuneration Report for the year to 31 December 2024.
The Company is quoted on AIM and therefore not required to provide
all the information included in this report. However, we are voluntarily
providing disclosures, in addition to those required by AIM Rule 19, to
enable shareholders to understand and consider our remuneration
arrangements. In determining remuneration for the year, the committee
has considered the requirements of the QCA code.
The report is divided into three sections:
This annual statement which summarises the activities of the
•
Remuneration Committee during the year, remuneration outcomes
for FY2024 and the operation of the Remuneration Policy for FY2025.
The Remuneration Policy Report, which summarises our
•
remuneration policy.
The Directors annual report on remuneration, which discloses how
•
the Remuneration Policy was implemented for FY2024.
Membership
The Board has established a Remuneration Committee with approved
Terms of Reference, which is comprised of Sarah Cope (Chair) and
Richard Hickinbotham. The Committee reports to the Board in respect
of its responsibilities. There were no changes to the Committee
membership during the year.
Committee responsibilities
The Remuneration Committee is responsible for reviewing Executive
Directors’ performance and determining their terms and conditions of
service, including remuneration. The Committee also determines the
Chairman’s fee and senior management remuneration. Further information
on the Committee responsibilities is set out in the Terms of Reference, at
www.directaplus.com or available on request from the Company Secretary.
Key actions over the year
An outline of the key actions undertaken by the Committee in the year
are set out below:
Reviewed the performance of the CEO, CFO and senior management
•
against the annual bonus targets for FY2024.
Reviewed the remuneration levels for the CEO, CFO and senior
•
management.
Increased disclosure made in the Report and Accounts in respect of
•
the Remuneration Policy and its operation.
Having regard to the adverse market conditions, inflation trends, high
interest rates and the performance of the Group in 2024, and despite
significant progress being made against the individual performance
targets for the year, the Remuneration Committee, in agreement with
Management, decided not to pay any bonus awards to the Group’s
executive team, save for a €5k payment to the Chief Financial Officer to
reflect his significant contribution during the year. The Group deemed this
to be an appropriate decision in order not to overload the cost structure.
Committee meeting and attendance
The Committee met formally two times during the year. Details of
attendance are on page 26. Additional attendees may include, at the
Committee’s request, the Chief Executive Officer, the Chief Financial
Officer, and any remuneration consultants (if appointed). No Director
is involved in discussions in respect of their own remuneration.
Implementation of Remuneration Policy in FY2025
No base salary increases were awarded to the CEO and CFO.
•
Pension provision will continue to align with applicable collective
•
agreements.
Annual bonus potential will continue to be capped at 100% of base
•
salary, based on financial and personal performance measures.
The Committee is considering the terms of a proposed new Long
•
Term Incentive plan in accordance with the Remuneration Policy and
intends to consult with shareholders on the proposed scheme.
No changes will be made to annual fees for the Chairman and
•
Non-Executive Directors.
Remuneration Policy report
This section sets out the Directors’ Remuneration Policy. To deliver our
strategy, the primary objectives of our Policy are to:
Operate a transparent, simple, and effective remuneration structure,
•
which encourages the delivery of our targets in accordance with our
business plan.
Motivate and retain people of the highest calibre, providing
•
appropriate short- and long-term variable pay (dependent upon
challenging performance conditions).
Promote the long-term success of the Group, and to ensure our policy
•
aligns with the interests of, and feedback from, our shareholders; and
Offer a competitive remuneration structure, attracting skilled
•
executives to deliver the growth strategy.
The Remuneration Committee follows the principles of good corporate
governance in relation to the structure of its remuneration policy and,
accordingly, takes account of the QCA Code which has been adopted
by the Board.
Directors’ remuneration and Service Contracts
The normal remuneration arrangements for Executive Directors consists
of base salary, performance bonuses and other benefits as determined by
the Remuneration Committee. Each of the Executive Directors has a
service agreement that can be terminated at any time by either party
giving notice, the length of such notice period being determined pursuant
to the applicable National Collective Bargaining Agreement (NCBA),
governed by Italian law, depending upon accrued length of service.
Non-Executive Directors are remunerated solely in the form of Director
fees determined by the Board and are not entitled to pensions, annual
bonuses or employee benefits. Each of the Non-Executive Directors’
appointment may be terminated by either party giving three months’
prior written notice.
Remuneration Committee report
Directa Plus plc
Annual Report & Accounts 2024
28
®
Directa Plus plc
Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
29
* At the date of this report the Remuneration Committee is considering the terms of a proposed new Long Term incentive plan for Executive Directors and senior management
in accordance with the Remuneration Policy. The Committee intends to consult shareholders on the terms of the new scheme. The previous Long Term incentive plan (2020)
was based on share price performance for the award of market price options and has concluded.
Component
Purpose and link to strategy
Operation
Maximum
Performance
Base salary
To provide a competitive base
salary to attract, motivate and
retain Directors with the
experience and capabilities to
deliver the Group’s growth
strategy
Reviewed annually after considering
pay levels at comparably sized listed
companies and sector peers; the
performance, role and responsibility
of each Director; the economic
climate, market conditions and the
Company’s performance; and the
level of pay across the Group
–
–
Benefits
To provide market competitive
benefits package
Benefits may include private
medical insurance, life assurance,
income protection, car allowance
and other benefits in line with
market practice
–
–
Pension
To provide an appropriate level
of retirement benefit
In line with the applicable collective
agreements. Contributions may
be provided through defined
contribution plans and/or as a cash
allowance, subject to applicable
legal and tax limits
In line with legal
requirements and
national collective
agreements
applicable to
executives
–
Annual bonus
To reward performance against
annual financial and personal
targets that support the
strategic direction of the Group
Bonus awards based on
performance and review by
Remuneration Committee
100% of salary
Financial and/or
personal/strategic
targets
LTIP*
To drive and reward the
achievement of longer-term
objectives, support retention
and to provide long-term value
for shareholders
3-year performance plan. Vesting of
nominal cost share options is subject
to the achievement of challenging
performance conditions. Awards are
subject to malus/clawback
provisions. A two-year post-vesting
holding period will apply
One-off award of up
to 200% of salary
Performance metrics
linked to financial
and/or share price
and/or strategic
performance
Non-Executive
Directors
To attract independent Non-
Executive Directors with the
required skills and experience
to support the Group’s
development and governance
Fees are reviewed annually. Travel
and other reasonable expenses
incurred can be reimbursed
–
–
Summary of Directors Remuneration Policy
Annual Report on Remuneration
Implementation of the Policy for year ended 31 December 2024
The remuneration of the Directors, in Euros, for the year ended 31 December 2024 was as follows:
National Total
Insurance Pension emoluments
Salary/Fees Bonus contributions contributions 2024
2024 €’000 €’000 €’000 €’000 €’000
Non-Executive Chairman
Richard Hickinbotham 77 – – – 77
Executive
Giulio Cesareo 381 – 1 19 401
Giorgio Bonfanti 152 5 9 35 201
Non-Executive
Wesley Clark 47 – – – 47
Sarah Cope 47 – – – 47
Total 704 5 10 54 773
National Total
Insurance Pension emoluments
Salary/Fees Bonus contributions contributions 2023
2023 €’000 €’000 €’000 €’000 €’000
Non-Executive Chairman
Richard Hickinbotham 75 – – – 75
Executive
Giulio Cesareo 375 – – 18 393
Giorgio Bonfanti 138 – 9 32 179
Non-Executive
Wesley Clark 46 – – – 46
Sarah Cope 46 – – – 46
Total 680 – 9 50 739
The variation in reported remuneration for Non-Executive Directors, and partially for Executive Directors, compared to 2023 is primarily due to
fluctuations in EUR/GBP exchange rates.
During 2024, the CEO assumed additional responsibilities in Setcar to support the company’s reorganisation. This led to an adjustment to the CEO’s
remuneration during the year. Separately, following a decision taken by the Remuneration Committee in June 2023, the CFO’s remuneration was
gradually increased in two tranches during the second half of 2023 and early 2024, reflecting an expansion of his financial and operational oversight
responsibilities across the Group. In addition, the CFO received a gross bonus of €5k in 2024 in recognition of his performance during the year.
Remuneration Committee report
continued
Directa Plus plc
Annual Report & Accounts 2024
30
Share awards vesting in the year
33,806 share awards vested during the year ended 31 December 2024. These awards relate to a portion of the grant made to the CFO in June 2021
under the 2020 Share Plan, which vested as a result of market conditions met during the first year of the vesting period.
Share awards granted in the year
No LTIP awards were granted to the Executive Directors in FY2024. There have been no awards made under the 2020 Share Plan, which is now
closed, since June 2021.
Directors interests in shares
At 31 December 2024 the Directors’ interests in the ordinary share capital of the Company were as follows:
Directors’ interests
Number of Number of
Percentage vested ordinary unvested ordinary
Number of of issued shares under shares under
Director ordinary shares share capital option option
Giulio Cesareo* 4,302,674 4.12 400,000 –
Giorgio Bonfanti 16,666 0.02 33,806 –
Richard Hickinbotham 266,666 0.26 60,000 –
Wesley Clark – – – –
Sarah Cope 27,777 0.03 – –
* Giulio Cesareo and his family are the sole beneficiaries of 4,302,674 ordinary shares held by Galbiga Immobiliare S.r.l. that are included in the above holding of ordinary shares.
The Chairman holds a total of 60,000 vested ordinary shares under a previous share option plan, a legacy from the initial remuneration package
assigned to Non-Executive Directors in the context of the Company’s IPO in 2016 and following his appointment as a Non-Executive Director in 2017.
There have been no additional option awards under the NED share scheme which was subject only to market conditions, with an exercise price
of 75 pence/share. The Remuneration Committee and the Board of Directors have no intention of issuing share options to Non-Executive
Directors in the future.
The terms of the share options plans in place are reported in Note 25.
Sarah Cope
Chair of the Remuneration Committee
2 June 2025
®
Directa Plus plc
Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
31
Dear Shareholder
On behalf of the Audit Committee (the Committee), I am pleased to
present the Committee’s report for the year ended 31 December 2024.
Membership of the Committee
The Committee consists of two independent Non-Executive Directors,
myself as Chair and Wesley Clark. The Board believes that the Committee
members have the relevant skills and experience required to fulfil their
duties in accordance with the Committee’s terms of reference.
Terms of Reference of the Committee
The Committee is established by and is responsible to the Board. It has
written terms of reference which can be found on our website or are
available on request from the Company Secretary. The Terms of
Reference are reviewed annually.
The Audit and Risk Committee is responsible for reviewing financial
disclosure, reporting and compliance matters and for monitoring the
internal controls and key corporate risks. Its focus is to ensure the risk
management processes are adaptable and relevant in an ever-changing
business environment.
The role of the Committee is to assist the Board in fulfilling its oversight
responsibilities by reviewing and monitoring:
The integrity of the Group’s financial and narrative statements and
•
other financial information provided to shareholders;
The effectiveness of its internal control and risk management
•
procedures; and
The Company’s attitude to and appetite for risk and its future
•
risk strategy.
The Committee is responsible for reviewing the Group’s financial
reporting and related matters including the Annual and Interim
financial statements before their submission to the Board. Specifically,
the Committee is required to consider the accounting policies and
practices adopted by the Group and significant areas of judgement
that could materially impact reported financial information.
The Committee receives the report from the Group’s external auditors
and assesses their recommendations. The Committee advises the
Board on the appointment, independence and effectiveness of the
external auditor and on their remuneration. The Committee also
discusses and agrees the planning, scope and timing of the statutory
audit with the external auditor.
Committee meetings and attendance
The Committee met formally four times during the year. Details of
attendance are on page 26.
The Chief Financial Officer and the External Auditor regularly attend the
meetings of the Committee. The Company Secretary acts as secretary
to the Audit Committee. Other individuals, such as other Board
members, senior management, and external advisers, may be invited
to attend for all or part of any meeting.
Committee activities during the year
In relation to the integrity of the full-year financial statements and
interim and preliminary reporting, the Committee completed the
following activities during the year:
Reviewed the announcements of the Company’s financial results,
•
including the interim financial statements and preliminary results
announcement. Focused on key areas of judgement and complexity,
critical accounting policies, disclosures, viability and going concern
assessments, provisioning and any changes required in these areas
or policies;
Reviewed and approved the FY24 Annual Report and Accounts for
•
submission to the Board;
Reviewed the financial statements to ensure compliance with applicable
•
accounting standards and statutory and listing requirements;
Considered reports from management and the External Auditor,
•
discussing key matters, including the appropriateness and consistent
application of accounting policies;
Focused on significant areas of accounting judgement and
•
estimation in preparing the financial statements, noting the key
area of revenue recognition;
Considered the Group’s quality of earnings and cash flow. The
•
Committee assessed whether the review of tangible and intangible
assets across the Group had considered the depreciation or
amortisation adjustments correctly;
Considered the assumptions used to support the adoption of the
•
going concern basis of accounting;
Assessed the independence and effectiveness of the External Auditor;
•
Reviewed the Audit Planning Report with the External Auditor,
•
approving the audit fees for FY24;
Considered and approved the updated Risk Register for the year
•
ahead, reviewing the associated controls and mitigating actions;
Kept under review key policies for Whistleblowing Policy and
•
Anti-bribery and Corruption; and
Considered whether there was a requirement to develop an internal
•
audit function.
The Committee did not report on any major issues or raise any material
concerns in respect of the above matters.
Audit Committee report
Directa Plus plc
Annual Report & Accounts 2024
32
®
Directa Plus plc
Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
33
Key actions over the year
Effectiveness of the risk management and
internal control systems
The Board has delegated responsibility to review adequacy and
effectiveness of the Group’s risk management framework and system of
internal controls to the Committee. We have an established framework
for risk management and internal control systems, policies, and
procedures, described on pages 21 to 23. We continue to develop and
review our risk management processes to ensure they remain relevant
in an ever-changing environment.
The Committee reviewed the Group’s Corporate and Operational Risk
Registers, including an assessment of our principal and emerging risks,
and any changes to risk levels. We deliberated the potential impact and
probability of such events occurring. We then requested an in-depth
review of key risks during the period to evaluate the effectiveness of the
risk management system and the internal controls in place. The
Committee approved the Risk Register.
The objective of these systems is to manage, rather than eliminate,
the risk of failure to achieve business objectives. Accordingly, they
can only provide reasonable, but not absolute, assurance against
material misstatement or loss. The Committee reported to the Board
on that basis.
Internal audit function
The Committee considered whether it was appropriate to develop an
internal audit function. We considered the nature of operations, the
experience and skill of the management team. The Committee believes
management can be confident of the adequacy and effectiveness of its
internal controls and risk management procedures, without the need
for an internal audit function. However, we will keep this under
ongoing review.
External Audit independence and effectiveness
The Committee assesses the ongoing effectiveness and quality of the
External Auditor (BDO) and audit process through several methods,
including a review of the detailed audit plan presented to the
Committee at the start of the audit cycle, the external audit strategy
and BDO’s audit findings of the consolidated financial statements
for FY2024.
The Committee and BDO reviewed the key audit risks we had identified
as part of the external audit.
BDO identified a number of key areas of audit focus for the financial
year, which were discussed in detail with the Audit Committee. These
included: management override of controls; revenue recognition
(particularly around cut-off and existence); going concern assumptions
given cash burn and funding horizon; the carrying value of goodwill,
property, plant and equipment and intangible assets; impairment of
investments at parent company level; as well as the recoverability of
receivables and valuation of inventory. These areas represent
heightened audit attention, and were discussed with the Committee at
the planning, execution and completion stage of the audit. The External
Auditor did not provide any material non-audit services.
Annual Financial Statements and Going Concern
We have reviewed the contents of this Annual Report, and consider it to
be fair, balanced, and understandable. We believe the report provides
the information necessary for shareholders to assess the Group’s
strategy, business model, position and performance.
The Committee also reviewed the Group’s prospects and viability.
We recommended to the Board the adoption of the going concern
basis of accounting in preparing the Group’s financial statements.
Sarah Cope
Chair of the Audit Committee
2 June 2025
Opinion on the financial statements
In our opinion:
the financial statements give a true and fair view of the state of the
•
Group’s and of the Parent Company’s affairs as at 31 December 2024
and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in
•
accordance with UK adopted international accounting standards;
the Parent Company financial statements have been properly
•
prepared in accordance with UK adopted international accounting
standards and as applied in accordance with the provisions of the
Companies Act 2006; and
the financial statements have been prepared in accordance with
•
the requirements of the Companies Act 2006.
We have audited the financial statements of Directa Plus plc (the
‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended
31 December 2024 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated and Company Statement of
Financial Position, the Consolidated Statement of Changes in Equity,
the Company Statement of Changes in Equity, the Consolidated and
Company statement of Cash Flows and notes to the financial
statements, including material accounting policy information.
The financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law and UK
adopted international accounting standards and, as regards the Parent
Company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities
for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in
accordance with the ethical requirements that are relevant to our audit
of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
Material uncertainty related to going concern
We draw attention to Note 1(a)(I) in the financial statements, which
indicates that the Parent Company and the Group are dependent on
raising additional funding in the event that reasonably plausible
downside scenarios occur, which is not guaranteed. As stated in Note
1(a)(I), these events or conditions, along with other matters as set forth
in Note 1(a)(I), indicate that a material uncertainty exists that may cast
significant doubt on the Group and the Parent Company’s ability to
continue as a going concern.
The financial statements do not include any adjustments that would
result from the basis of preparation being inappropriate. Our opinion is
not modified in respect of this matter.
Given the material uncertainty noted above and our risk assessment,
we considered going concern to be a Key Audit Matter.
Our evaluation of the Directors’ assessment of the Group and the Parent
Company’s ability to continue to adopt the going concern basis of
accounting and in response to the Key Audit Matter included the following:
obtaining the Directors’ analysis and the associated cash flow
•
forecasts in respect of the Directors’ assessment of going concern and
challenging the key underlying judgments and assumptions. This
included assessing the reasonableness of the assumptions over
revenue, operating and capital expenditures using our knowledge of
the business and by comparing forecasts against recent actuals;
agreeing cash balances used in the forecast close to the date of approval of
•
these financial statements, by tracing cash positions to bank statements;
assessing managements accuracy at forecasting the Group’s future
•
ability to generate cash flows by comparing forecast Earnings Before
Interest and Tax (“EBIT”) to 2024 actuals and obtaining explanation
for any variances;
obtaining and challenging Management’s cash flow forecast and
•
downside scenario tests, and performing our own sensitivities, which
included determining the point at which liquidity breaks. The key
inputs and assumptions assessed included reducing and delaying
future revenue and reducing profit margins;
testing the mathematical accuracy and integrity of the forecast and
•
agreeing the current cash resources to supporting documentation; and
reviewing the adequacy and completeness of disclosures in the
•
financial statements in respect of going concern based on the
management’s going concern assessment.
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the Directors with respect
to going concern are described in the relevant sections of this report.
Overview
Independent auditor’s report
to the members of Directa Plus Plc
Directa Plus plc
Annual Report & Accounts 2024
34
Materiality
Group financial statements as a whole
€100,000 (2023: €160,000) based on 1.5%
(2023: 1.5%) of revenue.
Key audit
matters
2024 2023
Going Concern 3 3
Recoverability of Group’s non- 3 3
current assets and investment
in subsidiary undertakings
(parent company)
Net realisable value of inventory 3 ✗
Revenue and profit recognition ✗ 3
for long-term contracts
Revenue and profit recognition for long-term
contracts is no longer considered to be a key
audit matter following the completion of its
long-term contract during 2024.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the
Group and its environment, the applicable financial reporting
framework and the Group’s system of internal control. On the basis of
this, we identified and assessed the risks of material misstatement of
the Group financial statements including with respect to the
consolidation process. We then applied professional judgement to
focus our audit procedures on the areas that posed the greatest risks
to the group financial statements. We continually assessed risks
throughout our audit, revising the risks where necessary, with the aim
of reducing the group risk of material misstatement to an acceptable
level, in order to provide a basis for our opinion.
Components in scope
From the above risk assessment and planning procedures, we
determined which of the Group’s components were likely to include
risks of material misstatement relevant to the Group’s financial
statements. We then determined the type of procedures to be
performed at these components, and the extent to which component
auditors were required to be involved.
As part of performing our Group audit, we have determined there to be
3 components in scope. In determining these components, we have
considered how components are organised within the Group, and the
commonality of control environments, legal and regulatory framework,
and level of aggregation associated with individual entities. Whilst there
is relative commonality of controls across the Group, differences in
jurisdictional risk, and the legal and regulatory frameworks under which
the entities operate, prevent the further amalgamation of components.
For components in scope, we used a combination of risk assessment
procedures and further audit procedures to obtain sufficient
appropriate evidence. These further audit procedures included
procedures on the entire financial information of the component,
including performing substantive procedures.
Procedures performed at the component level
We performed procedures to respond to group risks of material
misstatement at the component level that included the following:
Component
Component Name Entity Group Audit Scope
1 Directa Plus Directa Plus plc Statutory audit and
plc (parent company) procedures on the entire
financial information of
the component.
2 Setcar Setcar S.A. Statutory audit and
procedures on the entire
financial information of
the component.
3 Directa Plus Directa Plus S.p.A. Statutory audit and
S.p.A. and Directa Textile procedures on the entire
Solutions S.r.l. financial information of
the component.
The audits of the Romanian and Italian components were performed in
Romania and Italy respectively, by local auditors in Romania and Italy.
The audits of the parent company and the Group consolidation were
performed in the United Kingdom by the Group audit team.
Procedures performed centrally
We considered there to be a high degree of centralisation of financial
reporting and commonality of controls and similarity of the Group’s
activities and business lines in relation to consolidation, going concern
and areas of significant estimate and judgement. We therefore designed
and performed procedures centrally by the Group audit team in these
areas. In addition, the Group audit team performed additional
procedures to those performed by the component auditor in respect
of the significant risks included as Key Audit Matters.
Disaggregation
The financial information relating to management override of controls
and revenue recognition is disaggregated across the Group. We took a
decentralised approach to responding to this risk. We performed
procedures at the component level in relation to this risk in order to
obtain assurance over the population of Group balances.
Locations
Directa Plus plc’s operations are spread over Italy and Romania. As part of
our audit we visited the operations in Romania. The audit work over the
entities in Italy was performed remotely by the Group Engagement team.
Changes from the prior year
There have been no significant changes on the Group audit scope from
the prior year.
Working with other auditors
As Group auditor, we determined the components at which audit work
was performed, together with the resources needed to perform this work.
These resources included component auditors, who formed part of the
group engagement team as reported above. As Group auditor we are
solely responsible for expressing an opinion on the financial statements.
In working with these component auditors, we held discussions with
component audit teams on the significant areas of the group audit
relevant to the components based on our assessment of the group risks
of material misstatement. We issued our group audit instructions to
component auditors on the nature and extent of their participation and
role in the group audit, and on the group risks of material misstatement.
We directed, supervised and reviewed the component auditors’ work.
This included holding meetings and calls throughout the audit, reviewing
component auditor documentation remotely and evaluating the
appropriateness of the audit procedures performed and the results thereof.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud)
that we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit, and
directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
In addition to the matter set out in the material uncertainty related
to going concern section of our report, we determined the matters
described below to be the key audit matters to be communicated
in our report.
®
Directa Plus plc
Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
35
Independent auditor’s report
continued
Directa Plus plc
Annual Report & Accounts 2024
36
Recoverability of Group’s non-current assets and investment in subsidiary undertakings (parent company)
The applicable accounting policies are detailed in Note 2 (h) and disclosures in Notes 11, 12 and 13 and the applicable judgements applied in Note 1(d). Further
information is disclosed in Notes 11, 12 and 13.
The Group’s consolidated statement of financial position includes significant
non-current assets, comprising intangible assets (including goodwill), and
property, plant, and equipment. The Parent Company’s statement of
financial position also contains a material investment in its subsidiary
undertakings. As at 31 December 2024, the carrying amounts of these assets
were material to both the Group and Parent Company financial statements.
In accordance with International Accounting Standard (IAS) 36, Impairment
of Assets, management is required to test goodwill for impairment
annually. Other non-current assets and the Parent Company’s investments
in subsidiaries are required to be tested for impairment where an indicator
of impairment exists. During the year ended 31 December 2024, several
such indicators were present for the Group, including:
Continued operating losses.
•
A significant decline in the Group’s market capitalisation.
•
Factors contributing to a material uncertainty related to the Group’s
•
ability to continue as a going concern.
Management’s assessment of the recoverable amount of these assets
and investments involves significant judgment and estimation,
particularly in:
Forecasting the future financial performance and cash flows of the
•
CGUs (including revenue growth, profit margins, and costs).
Estimating terminal values and long-term growth rates.
•
Selecting appropriate inputs for Fair Value Less Costs of Disposal
•
(FVLCD) models, such as market multiples.
Given the materiality of these balances, the significant estimation uncertainty
involved, and the presence of impairment indicators, we identified the
recoverability of the Group’s non-current assets and the Parent Company’s
investment in its subsidiary undertakings as a key audit matter.
We obtained an understanding of and evaluated management’s processes and controls
for identifying impairment indicators and performing impairment assessments for both
the Group’s CGUs and the Parent Company’s investments in subsidiaries.
Our audit of impairment included the following procedures:
We evaluated the methodology used by management to test impairment against the
•
requirements of IAS 36, Impairment of Assets. This included assessing managements
determination of cash generating units (“CGU’s”);
We evaluated the appropriateness of each CGU’s forecast cash flows by understanding
•
management’s process for forecasting cash flows, and considering the historical accuracy
of management’s projections through comparing actual results to previous forecasts.
We corroborated the assumptions in the cashflow forecasts to supporting information
•
where it was available;
Based on our assessment of managements forecasting accuracy and the availability of
•
information to support the cash flow projections, with assistance from our audit
experts, we performed our own independent valuation assessments to corroborate the
outcome of management’s assessment. This involved performing fair value less cost of
disposal calculations based on comparable quoted companies in the same sector.
In respect of the Graphene CGU, we analysed recent sales and capital expenditure data
•
to determine if sub families within the CGU carrying value was recoverable, and where
they were not, recalculated the impairment charges recognised by management.
We reviewed the adequacy of the Group’s disclosures in the financial statements
•
concerning the impairment testing of non-current assets and investments, including
the key assumptions used to ensure compliance with IFRS.
Key observations
Based on the procedures performed, we found the judgements and estimates made by management in the impairment assessment of the Group’s
non-current assets and investment in subsidiary undertakings to be reasonable.
Key audit matter
How the scope of our audit addressed the key audit matter
Net realisable value of inventory
The applicable accounting policies are detailed in Note 2 (f) and disclosures in Note 5 and the applicable judgements applied in Note 1(d). Further information is
disclosed in Note 5.
Key observations
Based on the procedures performed, we did not identify any matters to suggest that the net realisable value of inventory was inappropriate.
The Group holds a material balance of inventory, predominantly within
its Italian subsidiaries.
IAS 2 Inventories requires inventory to be stated at the lower of cost and
net realisable value (“NRV”). The determination of NRV and any required
provisions for obsolete or slow-moving inventory involves significant
management judgment and estimation. This includes assessing future
demand, and the physical condition of inventory items.
Given the significant carrying amount of inventory in the Italian
subsidiaries, the decline in sales in 2024, and the significant
management judgments and estimates involved in determining net
realisable value, we assessed there was a significant risk that the
inventories’ net realisable value was not recoverable.
We therefore considered this to be a key audit matter.
Our audit procedures were designed to assess the reasonableness of management’s
judgments and estimates related to inventory valuation, including the recoverability of net
realisable value and obsolescence provisioning for the Italian operations. The procedures we
performed included:
We obtained and reviewed management’s inventory listings, their policy for identifying
•
and providing for obsolete and slow-moving inventory, and their calculations for the
year-end provision.
We attended physical inventory counts at the Italian subsidiaries, which included
•
procedures to identify and physically inspect aged and potentially obsolete stock to
assess its condition and support our evaluation of management’s provisioning.
We obtained and critically evaluated the inventory provisioning policy applied by
•
management for the 2024 year-end. Our evaluation focused on the specific criteria used
for identifying and providing for obsolete and slow-moving inventory, to check that these
criteria are in line with the requirements of IAS 2, particularly considering the reduction in
sales in the Italian operations during 2024 and the aging profile of the inventory held.
Using management’s inventory provisioning policy, we recalculated management’s
•
inventory provision. This involved reperforming the calculation and corroborating the
accuracy of the information used in the calculation, including aging of inventory and
sales / consumption data to identify slow-moving and potentially obsolete items.
In connection with assessing the inputs to the provision, we also evaluated the
•
reasonableness of management’s underlying demand forecasts for key product lines
by comparing these against historical sales trends, considering actual sales patterns
observed post year-end, and, where available, relevant industry benchmarks.
We challenged management over whether the revision to their inventory provisioning
•
policy was a change in accounting estimate or a correction of an error, by considering
the circumstances that had led to the revision in line with the requirements of IAS 8.
®
Directa Plus plc
Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
37
Our application of materiality
We apply the concept of materiality both in planning and performing
our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including
omissions, could influence the economic decisions of reasonable users
that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of
identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements
as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Component performance materiality
For the purposes of our Group audit opinion, we set performance
materiality for each component of the Group, apart from the Parent
Company whose materiality and performance materiality are set out
above, based on a percentage of between 50% and 93% (2023: 38%
and 88% ) of Group performance materiality dependent on a number of
factors including potential significant risks of material misstatements at
the component, relative size of components, extent of disaggregation of
the financial information across components, control environment our
assessment of the risk of material misstatement of those components.
Component performance materiality ranged from €35,000 to €65,000
(2023: €45,000 to €105,000).
Reporting threshold
We agreed with the Audit Committee that we would report to them all
individual audit differences in excess of €2,000 (2023: €3,000). We also
agreed to report differences below this threshold that, in our view,
warranted reporting on qualitative grounds.
Materiality
€100,000
€160,000
€40,000
€60,000
€70,000
€120,000
€35,000
€45,000
50% of Group’s
performance materiality
75% of materiality
Basis for determining
materiality
1.5% of revenue
2% of net assets capped at 40% of Group Materiality
Rationale for the
benchmark applied
Revenue has been selected as we consider it to be
the most relevant benchmark as the Group has
entered into mainstream trading and service related
business activities.
Directa Plus plc is a holding company with investments
in subsidiaries. We have therefore considered net assets
to be the most appropriate benchmark.
Materiality was capped at a percentage of Group
materiality given the assessment of the component’s
aggregation risk.
Basis for determining
performance
materiality
70% of materiality (2023: 75%).
Rationale for the
percentage applied for
performance materiality
In reaching our conclusion on the level of performance materiality to be applied we considered a number of
factors including the expected total value of known and likely misstatements (based on past experience) and our
knowledge of the Group’s and Company’s internal controls.
Performance
materiality
2024
Group financial statements
2023
2024
Parent company financial statements
2023
Other information
The Directors are responsible for the other information. The other
information comprises the information included in the document entitled
‘annual report’ other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed
during the course of the audit, we are required by the Companies Act
2006 and ISAs (UK) to report on certain opinions and matters as
described below.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities,
the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine is necessary to
enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Group’s and the Parent Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Parent Company
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these
financial statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with
laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is
detailed below:
Non-compliance with laws and regulations
Based on:
Our understanding of the Group and the industry in which it operates;
•
Discussion with management and those charged with governance; and
•
Obtaining an understanding of the Group’s policies and procedures
•
regarding compliance with laws and regulations.
We considered the significant laws and regulations to be Companies Act
2006, UK adopted international accounting standards, UK tax legislation,
the QCA Corporate Governance Code and the AIM Listing Rules.
The Group is also subject to laws and regulations where the consequence
of non-compliance could have a material effect on the amount or
disclosures in the financial statements, for example through the
imposition of fines or litigations. We identified such laws and regulations
to be employment law and applicable health and safety legislation.
Independent auditor’s report
continued
Directa Plus plc
Annual Report & Accounts 2024
38
Strategic report
and Directors’
report
In our opinion, based on the work undertaken in
the course of the audit:
the information given in the Strategic report
•
and the Directors’ report for the financial year
for which the financial statements are prepared
is consistent with the financial statements; and
the Strategic report and the Directors’ report
•
have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding
of the Group and Parent Company and its
environment obtained in the course of the audit,
we have not identified material misstatements in
the strategic report or the Directors’ report.
Matters on
which we are
required to
report by
exception
We have nothing to report in respect of the
following matters in relation to which the
Companies Act 2006 requires us to report to you
if, in our opinion:
adequate accounting records have not been
•
kept by the Parent Company, or returns
adequate for our audit have not been received
from branches not visited by us; or
the Parent Company financial statements are
•
not in agreement with the accounting records
and returns; or
certain disclosures of Directors’ remuneration
•
specified by law are not made; or
we have not received all the information and
•
explanations we require for our audit.
Our procedures in respect of the above included:
Review of minutes of meetings of those charged with governance for
•
any instances of non-compliance with laws and regulations;
Review of correspondence with regulatory and tax authorities for any
•
instances of non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting
•
documentation; and
Review of legal expenditure accounts to understand the nature of
•
expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material
misstatement, including fraud. Our risk assessment procedures included:
Enquiry with management and those charged with governance
•
regarding any known or suspected instances of fraud;
Obtaining an understanding of the Group’s policies and procedures
•
relating to:
–Detecting and responding to the risks of fraud; and
–Internal controls established to mitigate risks related to fraud.
Considering the significant laws and regulations of Italy, Romania and
•
the UK to be those relating to the industry, financial reporting
framework, tax legislation and the listing rules;
Review of minutes of meetings of those charged with governance for
•
any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where
•
fraud might occur in the financial statements; and
Performing analytical procedures to identify any unusual or
•
unexpected relationships that may indicate risks of material
misstatement due to fraud.
Based on our risk assessment, we considered the areas most
susceptible to fraud to be management override of controls and
revenue recognition.
Our procedures in respect of the above included:
We addressed the fraud risk in relation to revenue recognition, by
•
testing revenue transactions to supporting documentation, including
testing a sample of revenue transactions around the year end to check
that revenue was recognised in the correct period; and testing a
sample of revenue journal entries throughout the year, by agreeing
to supporting documentation;
Testing a sample of journal entries throughout the year, which met a
•
defined risk criteria, by agreeing to supporting documentation;
Assessing significant estimates made by management for bias;
•
Assessing the susceptibility of the Group’s financial statements to
•
material misstatement, including how fraud might occur and
determined these areas to be management override of control and
bias in accounting estimates.
Performing a detailed review of the Group’s year-end adjusting entries
•
and investigating any that appear unusual as to nature or amount and
agreeing to supporting documentation;
Assessing whether the judgements and assumptions made in
•
accounting estimates were indicative of a potential bias; and
Directing the component auditors to ensure an assessment is
•
performed on the extent of the components compliance with the
relevant local and regulatory framework.
We also communicated relevant identified laws and regulations and
potential fraud risks to all engagement team members, including
component auditors, who were all deemed to have appropriate
competence and capabilities and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the
audit. For component auditors, we also reviewed the result of their
work performed in this regard.
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of
not detecting a material misstatement due to fraud is higher than the
risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery, misrepresentations
or through collusion. There are inherent limitations in the audit
procedures performed and the further removed non-compliance with
laws and regulations is from the events and transactions reflected in
the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the
Parent Company’s members those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to
anyone other than the Parent Company and the Parent Company’s
members as a body, for our audit work, for this report, or for the
opinions we have formed.
Peter Acloque (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
2 June 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
®
Directa Plus plc
Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
39
31 Dec 2024 31 Dec 2023
Note € €
Continuing operations
Revenue 3 6,661,117 10,530,395
Other income 3 165,062 332,963
Changes in inventories of finished goods and work in progress (41,531) (247,961)
Inventory write-off 5 (343,946) –
Raw materials and consumables used 6 (2,727,179) (5,350,490)
Employee benefits expenses 7 (4,464,507) (4,444,577)
Depreciation and amortisation 11/12 (1,186,301) (1,270,193)
Impairment of intangible assets 11 (69,444) –
Other expenses 8 (3,409,765) (3,734,813)
Results (used in) operating activities (5,416,494) (4,184,676)
Finance income 9 204,767 72,270
Finance expenses 9 (162,391) (194,660)
Net finance costs 42,376 (122,390)
Loss before tax (5,374,118) (4,307,066)
Tax income 10 – 31,718
Loss after tax from continuing operations (5,374,118) (4,275,348)
Loss of the year (5,374,118) (4,275,348)
Other Comprehensive expense items that will not be reclassified to profit or loss
Defined Benefit Plan re-measurement gains and losses 20 18,154 (10,769)
Other comprehensive expense/income for the year (no tax impact) 18,154 (10,769)
Total comprehensive expense for the year (5,355,964) (4,286,117)
Loss attributable to
Owner of the Parent (5,140,237) (3,856,103)
Non-controlling interests (233,881) (419,245)
(5,374,118) (4,275,348)
Total comprehensive expense attributable to:
Owners of the Company (5,122,083) (3,866,872)
Non-controlling interests (233,881) (419,245)
(5,355,964) (4,286,117)
Loss per share
Basic loss per share 24 (0.06) (0.06)
Diluted loss per share 24 (0.06) (0.06)
The notes on pages 44 to 72 form part of these financial statements.
Consolidated statement of comprehensive income
for the year ended 31 December 2024
Directa Plus plc
Annual Report & Accounts 2024
40
Group Company
31 Dec 24 31 Dec 23 31 Dec 24 31 Dec 23
Note € € € €
Assets
Intangible assets 11 1,169,681 1,436,684 – –
Investments 13 – – 5,331,814 18,622,777
Property, plant and equipment 12 2,962,133 3,290,809 – –
Other receivables 14 3,998 162,923 – –
Non-current assets 4,135,812 4,890,416 5,331,814 18,622,777
Inventories 5 686,023 881,450 – –
Trade and other receivables 14 1,936,194 4,396,748 98,641 96,265
Cash and cash equivalent 16 4,981,138 2,393,303 4,128,402 1,024,286
Current assets 7,603,355 7,671,501 4,227,043 1,120,551
Total assets 11,739,167 12,561,917 9,558,857 19,743,328
Equity
Share capital 17 318,617 205,469 318,617 205,469
Share premium 17 46,569,021 39,181,789 46,569,021 39,181,789
Foreign Currency Translation Reserve 17 (80,356) (44,902) – –
Accumulated losses 17 (39,730,204) (33,882,143) (37,504,853) (19,770,339)
Equity attributable to owners of Group 7,077,078 5,460,213 9,382,785 19,616,919
Non-controlling interests 17 73,531 1,121,911 – –
Total equity 7,150,609 6,582,124 9,382,785 19,616,919
Liabilities
Loans and borrowings 18 853,165 1,528,108 – –
Lease liabilities 19 448,195 183,056 – –
Employee benefits provision 20 207,633 357,520 – –
Other payables 21 – 64,014 – –
Non-current liabilities 1,508,993 2,132,698 – –
Loans and borrowings 18 852,253 742,904 – –
Lease liabilities 19 175,941 206,509 – –
Trade and other payables 21 2,031,066 2,856,835 176,072 126,409
Provision 22 20,305 40,847 – –
Current liabilities 3,079,565 3,847,095 176,072 126,409
Total liabilities 4,588,558 5,979,793 176,072 126,409
Total equity and liabilities 11,739,167 12,561,917 9,558,857 19,743,328
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own
statement of comprehensive income in these financial statements. The Company loss after tax for the year was €17,665,515 (2023: €14,509,549).
The loss in 2024 was mainly attributable to the impairment loss on the investment held by Directa Plus plc in Directa Plus S.p.A. for a total amount
of c. €16.9 million. An impairment trigger was identified following a decrease in the market capitalisation of the Group over the last 12 months.
The financial statements were approved and authorized for issue by the board and were signed on its behalf by:
Giulio Cesareo
Chief Executive Officer
Date: 2 June 2025
Company registered number: 04679109
The notes on pages 44 to 72 form part of these financial statements.
Consolidated and Company statement of financial position
for the year ended 31 December 2024
®
Directa Plus plc
Annual Report & Accounts 2024
Overview
Strategic report
Governance
Financial statements
Additional information
41
Foreign
currency Non-
Share Share translation Accumulated controlling Total
capital premium reserve deficit Total interests equity
€ € € € € € €
Balance at 31 December 2022 205,469 39,181,789 (39,161) (30,069,843) 9,278,254 1,546,887 10,825,141
Total comprehensive expense for the year
Loss of the year – – – (3,856,103) (3,856,103) (419,245) (4,275,348)
Total other comprehensive expense – – – (10,769) (10,769) – (10,769)
Total comprehensive expense for the period – – – (3,866,872) (3,866,872) (419,245) (4,286,117)
Translation reserve – – (5,741) – (5,741) (5,731) (11,472)
Share-based payment – – – 54,573 54,573 – 54,573
Balance at 31 December 2023 205,469 39,181,789 (44,902) (33,882,143) 5,460,213 1,121,911 6,582,124
Total comprehensive expense for the year
Loss of the year – – – (5,140,237) (5,140,237) (233,881) (5,374,118)
Total other comprehensive income – – – 18,154 18,154 – 18,154
Total comprehensive expense for the period – – – (5,122,083) (5,122,083) (233,881) (5,355,964)
Capital raised 113,148 8,033,534 – – 8,146,682 – 8,146,682
Expenditure related to the issuance of shares – (646,302) – – (646,302) – (646,302)
Acquisition of 48,95% Setcar – – – (649,237) (649,237) (814,499) (1,463,736)
Translation reserve – – (35,454) – (35,454) – (35,454)
Share-based payment – – – (76,741) (76,741) – (76,741)
Balance at 31 December 2024 318,617 46,569,021 (80,356) (39,730,204) 7,077,078 73,531 7,150,609
Company statement of changes in equity
for the year ended 31 December 2024
Share Share Accumulated Total
capital premium deficit equity
€ € € €
Balance at 31 December 2022 205,469 39,181,789 (5,346,322) 34,040,936
Loss for the year – – (14,509,549) (14,509,549)
Share-based payment – – 85,532 85,532
Balance at 31 December 2023 205,469 39,181,789 (19,770,339) 19,616,919
Loss for the year – – (17,665,515) (17,665,515)
Capital raised 113,148 8,033,534 – 8,146,682
Cost directly attributable to the issuance of shares – (646,302) – (646,302)
Share-based payment – – (68,999) (68,999)
Balance at 31 December 2024 318,617 46,569,021 (37,505,853) 9,382,785
The notes on pages 44 to 72 form part of these financial statements.
Consolidated statement of changes in equity
for the year ended 31 December 2024
Directa Plus plc
Annual Report & Accounts 2024
42
Group Company
31 Dec 24 31 Dec 23 31 Dec 24 31 Dec 23
Note € € € €
Cash flows from operating activities
Loss for the year before tax (5,374,118) (4,307,066) (17,665,515) (14,509,549)
Adjustments for:
Depreciation 12 741,264 817,611 – –
Amortisation of intangible assets 11 445,037 452,582 – –
Impairment on intangible assets 11 69,444 – – –
Impairment on assets under construction 11 134,121 – – –
Disposal loss on tangible and intangible assets 4,326 24,014 – –
Share-based payment expense 7 (76,741) 54,573 (68,999) 85,532
Finance income 9 (204,767) (72,270) (115,751) (39,214)
Finance expense 156,322 175,350 22,340 3,018
Interest of lease liabilities 9 6,069 19,310 – –
Impairment on inventory 343,946 – – –
Impairment of investments 13 – – 16,875,963 13,602,359
(3,755,097) (2,835,896) (951,962) (857,854)
Decrease/(Increase) in:
– inventories (148,518) 240,461 – –
– trade and other receivables 14 2,619,479 (374,105) (2,376) 18,619
– trade and other payables (832,069) 712,208 49,663 4,136
– provisions and employee benefits (208,610) (224,170) – –
– Other provision 22 (20,542) (150,150) – –
Net cash used in operating activities (2,345,357) (2,631,652) (904,675) (835,099)
Cash flows from investing activities
Interest received 9 87,732 46,108 – –
Investment in intangible assets (247,451) (213,538) – –
Acquisition/investment in subsidiary 13 (1,500,326) – (3,585,000) (1,964,800)
Acquisition of property, plant and equipment (100,547) (271,281) – –
Net cash used in investing activities (1,760,592) (438,711) (3,585,000) (1,964,800)
Cash flows from financing activities
Proceeds from capital raise net of issuance costs 17 7,500,380 – 7,500,380 –
Interest on loan and other financial costs 9 (143,459) (159,225) (22,340) (3,018)
New borrowings 18 1,172,896 945,278 1,000,000 –
Repayment of borrowings 18 (1,738,490) (820,084) (1,000,000) –
Repayment of lease liabilities (215,714) (244,762) – –
New lease liabilities – – – –
Net cash from/(used in) financing activities 6,575,613 (278,793) (7,478,040) (3,018)
Net increase/(decrease) in cash and cash equivalent 2,469,664 (3,349,156) 2,988,365 (2,802,917)
Cash and cash equivalent at beginning of the year 2,393,303 5,727,768 1,024,286 3,787,989
Exchange gains on cash and cash equivalents 118,171 14,691 115,751 39,214
Cash and cash equivalent at end of the year 4,981,138 2,393,303 4,128,402 1,024,286
The notes on pages 44 to 72 form part of these financial statements.
Consolidated and Company statement of cash flows
for the year ended 31 December 2024
®
Directa Plus plc
Annual Report & Accounts 2024
Overview
Strategic report
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Financial statements
Additional information
43
1. Basis of preparation
a) Statement of compliance
These consolidated and parent Company financial statements have been prepared in accordance with UK-adopted International Accounting
Standards (IFRSs). The principal accounting policies are summarised below. They have all been applied consistently throughout the year and the
preceding year, unless otherwise stated.
All notes, except as otherwise indicated, are presented in Euros (“€”).
I. Going Concern
The Group meets its working capital requirements through the receipt of revenues from the provision of its services and sale of products, mainly
in Europe, the management of capital and operating expenditure, the working capital and other borrowing facilities available to it and from the
issue of equity capital.
The conflicts in Ukraine and the Middle East, high inflation, increased tariffs in international trade policies, and increased interest rates by Central
Banks have been an additional cause of uncertainty over the macro-economic outlook, affecting both the political and business environments.
These events have had a significant impact on global economies and markets, and on the operations and operational funding of companies
experiencing widespread inflationary cost pressures and supply chain disruption. In particular, certain sectors such as textiles and environmental
services have been directly affected – the former by increased raw material and energy costs, and the latter by rising operational expenses and
delays in public and private sector contracting – adding further pressure on businesses operating in these industries.
Management believes that the Group has systems and protocols in place to address the challenges. However, as at the date of approval of these
financial statements, it is not clear how long the current circumstances are likely to last and what the long-term impact will be.
On 11 June 2024, the Group announced the launch of a fundraise of £6.9 million, by way of a placing and subscription, to fund the acquisition of
the minority interests of its subsidiary, Setcar S.A., and to sustain the expected high growth of the business. The capital raise was effective after the
shareholders’ approval at a General Meeting held on 27 June 2024. As at 31 December 2024, the Group held cash and cash equivalents of €4.98
million (31 December 2023: €2.39 million) and is currently funded through €7.15 million of shareholder equity and €1.71 million of loans and bank
debt, most of which are repayable over two years. As at 30 April 2025, the Group held €3.6m of gross cash.
The Directors prepared a cash flow forecast for the Group and the Parent Company for the period to December 2026, to assess if there is sufficient
liquidity in place to support the plan and strategy for the future development of the Group. This forecast showed that the Group and the Parent
Company will have sufficient financial headroom for the entire forecast period if reasonably plausible downside scenarios do not occur.
In addition, the Directors, in formulating the plan and strategy for the future development of the business, considered reasonably plausible downside
scenarios including reductions in forecast revenues and gross margin and no renewal of any financial facilities. Under those stressed scenarios the
Group could exhaust its cash resources before December 2026 and may therefore be required to raise additional funding which is not guaranteed.
These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group and Parent Company’s ability to
continue as going concern and therefore, the Group and the Parent Company may be unable to realise their assets or discharge their liabilities in
the normal course of business. The Directors review regularly updates to the scenario planning such that it can put in place mitigating actions and
maintain the viability of the company and will keep stakeholders informed as necessary.
Based on the analysis above, the Directors have a reasonable expectation that, in the event of the reasonable plausible downside scenario
occurring, the Group and the Company will be able to raise additional funding to facilitate the adequate resources to support their activities for the
foreseeable future. The Directors have concluded that it is appropriate to adopt the going concern basis of accounting in the preparation of the
financial statements. The financial statements have therefore been prepared on the going concern basis. The financial statements do not include
any adjustments that would result from the basis of preparation being inappropriate.
b) Basis of consolidation
I. Subsidiaries
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 these elements of control.
The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in
proportion to their relative ownership interests.
Notes to the consolidated financial statements
for the year ended 31 December 2024
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1. Basis of preparation continued
II. Transactions eliminated on consolidation
The consolidated financial statements present the results of the Company and its subsidiaries (“the Group”) as if they formed a single entity.
Intercompany transactions and balances between group companies are therefore eliminated in full.
III. Non-controlling interest
Non-controlling interest in the net assets of the consolidated subsidiaries are identified separately from the Group’s equity. Non-controlling interests
consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share changes in equity
since the date of the combination. The non-controlling interest’s share of losses, where applicable, are attributed to the non-controlling interests
irrespective of whether the non-controlling shareholders have a binding obligation and are able to make an additional investment to cover the losses.
c) Functional and presentation currency
These financial statements are presented in Euro (“€”) and is considered by the Directors to be the most appropriate presentation currency to
assist the users of the financial statements. The functional currency of the Company and of the Italian operating subsidiaries is Euro (“€”).
The functional currency of the Romanian subsidiary is Romanian Leu.
d) Use of estimates and judgements
The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets and liabilities. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to be reasonable under the circumstances and the results of which form
the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimates are revised if the revision affects only that period.
Critical estimates and judgements that have the most significant effect on the amounts recognised in the financial statements and/or have a
significant risk of resulting in a material adjustment within the next financial year are as follows.
Estimates
Management identified the following estimates for the preparation of the financial statements. The Group has not made any material judgments.
I. Valuation of share based payments
The estimation related to share-based payment expenses includes the selection of an appropriate valuation option pricing model, consideration
as to the inputs necessary for the valuation model chosen, and the estimation of the number of awards that will ultimately vest. Inputs subject to
estimation relate to the future volatility of the share price which has been estimated based on the historical observed volatility from trading in the
Company’s shares, over a historical period of time between the date of the grant and the date of exercise. Management has used a Monte-Carlo
model to calculate the fair value of the awards which include market based performance conditions. Further disclosure of inputs relevant to the
calculations is set out in Note 25 to the financial statements.
II. Carrying value of goodwill, other intangible assets and PPE
The carrying value of goodwill, intangible assets and property, plant and equipment is tested annually for impairment in accordance with IAS 36.
Management has assessed the recoverable amount of the relevant cash-generating units (“CGUs”) using a combination of value in use (“VIU”)
calculations and qualitative indicators for CGUs in which the Group continues to invest and sees long-term commercial potential.
The VIU method involves estimating future cash flows derived from approved business plans and discounting them using a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to each CGU. In addition, market multiples derived from comparable
companies are considered as a cross-check to validate the results obtained through the VIU approach.
For CGUs still in development, management considered recent investments, ongoing commercial discussions, and forecasts of future expected
cash flows.
As a secondary cross-check, management also considered both the Group’s market capitalisation and market valuation multiples of comparable
companies, which provided additional comfort on the reasonableness of the value in use calculations.
Given that the Group is still in a development phase for certain products and technologies, the projections used in the impairment assessment are
inherently subject to a higher degree of estimation uncertainty.
Details of the assumptions used and the results of the impairment tests are provided in Note 11 to the financial statements.
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1. Basis of preparation continued
III. Valuation of inventory
Inventories are stated at the lower of cost or net realisable value. The cost of inventories comprises of net prices paid for materials purchased,
production labour cost and factory overhead. Net realisable value represents the estimated selling price less all estimated costs of completion and
costs to be incurred in marketing, selling and distribution. Inventory provisions are recognised for slow-moving, obsolete or unsalable inventory
and are reviewed on a six-monthly basis. The valuation of inventory includes key estimates over required provision for slow moving inventory
including consideration of normal production capacity, market demand and selling opportunities. If actual demand or usage were to be
lower than estimated, additional inventory provisions for excess or obsolete inventory may be required.
In response to the decline in revenue and lower inventory turnover during FY2024, the Group adopted a revised inventory provisioning policy.
The new methodology introduces standardised provision rates based on inventory ageing, and expected future sales of finished goods and
consumption of raw materials.
IV. Investments
Judgement is required over the recoverability of any amounts invested into subsidiary companies, Management considers the Group’s market
capitalisation at the end of the reporting period as a potential indicator of impairment. The carrying value is determined by reference to value in use
calculations. As each of the subsidiaries are owned (directly or indirectly) by the Company the creditworthiness of the subsidiary is the same as the
creditworthiness of the Company. Further details are set out in Note 13.
V. Expected credit losses on receivables
Revenue from product and service sales is recognised at a point in time, in line with IFRS 15. As part of the revenue recognition process,
management performs an assessment of the recoverability of trade receivables at each reporting date.
This assessment involves estimating the expected credit losses (“ECL”) on receivables, considering factors such as the customer’s financial
condition, historical payment behaviour, ageing of balances, and forward-looking information about economic and sector-specific conditions.
Where necessary, specific provisions are recognised for credit-impaired receivables.
Further detail on trade receivables and associated credit risk is disclosed in Note 14 to the financial statements.
2. Material accounting policy information
a) Functional currency
The financial statements of each Group company are measured using the currency of the primary economic environment in which that company
operates (the functional currency). The consolidated financial statements record the results and financial position of each Group company in Euro,
which is the functional currency of the Company and the presentational currency for the consolidated financial statements.
I. Transaction and balances
Transactions in foreign currencies are converted into the respective functional currencies at initial recognition, using the exchange rates at the
transaction date. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling at the reporting date.
Non-monetary assets and liabilities are not retranslated. All exchange differences are recognised in profit or loss. On consolidation, the results
of overseas operations not in Euro are translated at the rates approximating to those ruling when the transactions took place. All assets and
liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening
net assets at closing rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
b) Financial instruments
There are no other categories of financial assets other than those listed below:
I. Trade and other receivables and amount due from subsidiaries
Trade and other receivables and amounts due from subsidiaries are recognised and carried at the original invoice amount less any provision
for impairment.
The Group recognises a loss allowance for expected credit losses (“ECL”) on financial assets that are measured at amortised cost which comprise
mainly of trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial
recognition of the respective financial instrument.
Notes to the consolidated financial statements
continued
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2. Material accounting policy information continued
The Group always recognises lifetime ECL on trade receivables. The expected credit losses on these financial assets are estimated using a provision
matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an
assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
II. Cash and cash equivalents
Cash and cash equivalents comprise demand deposits with an original maturity of up to 3 months which are readily convertible to a known
amount of cash and are subject to an insignificant risk of change in value.
There are no other categories of financial liabilities other than those listed below:
III. Trade and other payables
Trade payables are stated at their amortised cost.
IV. Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. At initial
recognition, financial liabilities are measured at their fair value, minus transaction costs that are directly attributable, and are subsequently
measured at amortised cost.
An equity instrument is any contract that evidences a residual interest in the asset of the Group after deducting all of its liabilities. Equity
instruments issued by the Company are recorded at the proceeds received net of direct issue costs.
V. Leases
On commencement of a contract which gives the Group the right to use assets for a period of time in exchange for consideration, the Group recognises
a right-of-use asset and a lease liability. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any
initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payment
made in advance of the lease commencement date (net of any incentives received). The Group depreciates the right-of-use assets on a straight-line
basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also
assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Group measures the lease liability at the
present value of the lease payment unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the
Group’s incremental borrowing rate. Lease payments included in the measurement of the lease liability are made up of fixed payments, variable
payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably
certain to be exercised. Subsequent to initial measurement, the liability will be reducing for payment made and increased for interest. It is remeasured
to reflect any reassessment or modification, or if there are changes in in-substance fixed payments. When the lease liability is remeasured, the
corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.
c) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are netted off against share premium.
d) Property, plant and equipment
I. Recognition and measurement
Property, plant and equipment are measured at cost less accumulated depreciation, Government grants received (where applicable) and
accumulated impairment losses.
Costs capitalised include expenditure that are directly attributable to the acquisition of the asset.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components)
of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal
and the carrying amount of the item) are recognised in profit or loss.
II. Subsequent costs
Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow
to the Group. Ongoing repairs and maintenance are expensed as incurred.
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2. Material accounting policy information continued
III. Depreciation
Items of property, plant and equipment are depreciated on a straight-line basis in the statement of comprehensive income over the estimated
useful lives of each component.
Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use, or in respect of internally
constructed assets, from the date that the asset is completed and ready for use.
The estimated useful lives of significant items of property, plant and equipment are as follows:
IT equipment from 3 to 5 years
•
Industrial equipment, office equipment and plant and machinery from 5 to 10 years
•
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted where appropriate.
e) Intangible assets
Intangible assets are measured at cost less accumulated amortisation and Government grants received (where applicable). The carrying value of
intangible assets is reviewed annually for impairment.
Patent rights acquired and development expenditure are recognised at cost.
Expenditure on internally developed products is capitalised if it can be demonstrated that:
it is technically feasible to develop the product
•
adequate resources are available to complete the development
•
there is an intention to complete and sell the product
•
the Group is able to sell the product
•
sale of the product will generate future economic benefits, and
•
expenditure on the project can be measured reliably.
•
Capitalised development costs are amortised over the period the Group expects to benefit from selling the products developed (Useful Economic
Life). The amortisation expense is included within the cost of sales in the consolidated statement of comprehensive income.
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the
consolidated statement of comprehensive income as incurred.
Capitalised development expenditure is measured at cost less accumulated amortisation and impairment losses.
Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and
accumulated impairment losses.
I. Amortisation
Intangible assets are amortised on a straight-line basis in profit or loss over their estimated useful lives, from the date that they are available for use.
The estimated useful lives of significant intangible assets are as follows:
Patents concerning G+® technology generate significant value to the Group over a period of 20 years, in line with the legal duration of the patent
•
and their useful lives. However, given the risk of technical obsolescence, such costs are amortised over a period of 10 years.
Brand: 5 years
•
Development costs concerning personnel capitalized: 5 years
•
Others: 5 years
•
f) Inventories
Inventories are stated at the lower of cost or net realisable value. The cost of inventories comprises of net prices paid for materials purchased,
production labour cost and factory overhead. Net realisable value represents the estimated selling price less all estimated costs of completion and
costs to be incurred in marketing, selling and distribution. Inventory provisions are recognised for slow-moving, obsolete or unsalable inventory
and are reviewed on a six-month basis.
Notes to the consolidated financial statements
continued
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2. Material accounting policy information continued
g) Goodwill
Goodwill represents the excess of the cost of a business combination over the Group’s interest in the fair value of identifiable assets, liabilities and
contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-controlling interests
in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent
consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability,
remeasured subsequently through profit or loss.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement of comprehensive
income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is
credited in full to the consolidated statement of comprehensive income on the acquisition date.
h) Impairment
Impairment tests on goodwill, other intangible assets, and property, plant and equipment with indefinite useful economic lives are undertaken
annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate
that their carrying amount may not be recoverable. For the purpose of impairment testing, assets are grouped together into the smallest group of
assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (CGUs).
The Group’s CGUs generally align with each subsidiary. The recoverable amount is then estimated. The recoverable amount of an asset or a CGU is
the greater of its net present value and its fair value less costs to sell.
Net present value is generally computed as the present value of the future cash flows, discounted to present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss is recognised if the carrying amount of an asset or a CGU exceeds its estimated recoverable amount. Impairment losses are
recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to reduce the carrying amounts of the other assets in the unit on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior years are assessed at each
reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not
exceed the carrying amount that would have been determined, net of depreciation and amortisation, if no impairment loss had been recognised.
i) Employee benefits
Defined benefit scheme surpluses and deficits are measured at:
The fair value of plan assets at the reporting date; less
•
Plan liabilities calculated using the projected unit credit method discounted to its present value using yields available on high quality corporate
•
bonds that have maturity dates approximating to the terms of the liabilities; plus
Unrecognised past service costs; less
•
The effect of minimum funding requirements agreed with scheme trustees.
•
Remeasurements of the net defined obligation are recognised directly within equity. The remeasurements include:
Actuarial gains and losses
•
Return on plan assets (interest exclusive)
•
Any asset ceiling effects (interest exclusive).
•
Service costs are recognised in profit or loss and include current and past service costs as well as gains and losses on curtailments.
Net interest expense (income) is recognised in profit or loss and is calculated by applying the discount rate used to measure the defined benefit
obligation (asset) at the beginning of the annual period to the balance of the net defined benefit obligation (asset), considering the effects of
contributions and benefit payments during the period.
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2. Material accounting policy information continued
Gains or losses arising from changes to scheme benefits or scheme curtailment are recognised immediately in profit or loss.
Settlements of defined benefit schemes are recognised in the period in which the settlement occurs.
For more information, please see Note 20.
j) Revenues
The Group operates diverse businesses and accordingly applies different methods for revenue recognition, based on the principles set out in IFRS 15.
The revenue and profits recognised in any reporting period are based on the delivery of performance obligations and an assessment of when
control is transferred to the customer. In determining the amount of revenue and profits to record, and associated balance sheet items,
management is required to review performance obligations within individual contracts. This may involve some judgemental areas.
Revenue is recognised either when the performance obligation in the contract has been performed (so ‘point in time’ recognition) or ‘over time’ as
control of the performance obligation is transferred to the customer.
For each performance obligation to be recognised over time, the Group applies a revenue recognition method that faithfully depicts the Group’s
performance in transferring control of the goods or services to the customer. This decision requires assessment of the real nature of the goods or
services that the Group has promised to transfer to the customer.
Revenues from sale of graphene-based products are typically recognised at a point in time when goods are delivered to the customer as with this,
•
the customer gains the right of control over the goods. However, for export sales, control might also be transferred when delivered either to the
port of departure or port of arrival, depending on the specific terms of the contract with a customer.
Revenues from services relates mainly to environmental services provided by Setcar which are recognised:
•
– at a point in time basis when contracts include an obligation to process waste once the process occurred according with the contract in place.
– at the point in time when the waste is delivered to our platform with no further performance obligations.
– over time in accordance with agreed project milestones being delivered.
k) Government grants
Government grants are recognised when there is reasonable assurance that the entity will comply with the relevant conditions and the grant will be
received. Grants are recognised in profit or loss on a systematic basis where the Group has recognised the initial expenses that the grants are
intended to compensate. Where a grant has been received as a contribution for property, plant and equipment, or capitalised development costs,
the income received has been credited against the asset in the statement of financial position.
l) Finance income and finance costs
Finance income comprises interest income on funds invested. Interest income is recognised in the profit or loss, using the effective interest method.
Finance costs comprise interest expense on borrowings.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss
using the effective interest method.
m) Investments in subsidiaries (Company only)
Investments are stated at their cost less any provision for impairment (for details refer to Note h).
Notes to the consolidated financial statements
continued
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2. Material accounting policy information continued
n) Taxation
Tax expense comprises current and deferred tax. Current and deferred tax is recognised in the profit or loss except to the extent that it relates to a
business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at
the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for:
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
•
accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not
•
reverse in the foreseeable future; and
taxable temporary differences arising on the initial recognition of goodwill.
•
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or
substantively enacted at the reporting date.
A deferred tax asset is recognised for deductible temporary differences to the extent that it is probable that future taxable profits will be available
against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
Changes in accounting standards
a) New standards, interpretations and amendments effective from January 2024
Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
The amendments introduce specific disclosure requirements related to supplier finance arrangements (sometimes known as reverse factoring or
supply chain finance), including the terms and magnitude of such arrangements. These amendments are intended to improve transparency
around the effects of these arrangements on an entity’s liabilities and cash flows.
These amendments did not have a material impact on the Group’s consolidated financial statements.
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
The amendments clarify the measurement of lease liabilities arising in sale and leaseback transactions, ensuring the seller-lessee does not
recognise any gain or loss related to the retained right of use.
The amendments had no effect on the Group’s consolidated financial statements.
Classification of Liabilities as Current or Non-Current and Non-Current Liabilities with Covenants – Amendments to IAS 1
The amendments clarify how to assess the classification of liabilities, including cases where the right to defer settlement is subject to
compliance with future covenants. Additional disclosure is required about the risk of liabilities becoming repayable within twelve months after
the reporting period.
These amendments did not affect the classification of the Group’s liabilities, as the Group's long-term borrowings are not contingent on future
covenant compliance within twelve months of year-end.
The new standard had no impact on the Group’s consolidated financial statements.
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2. Material accounting policy information continued
b) New standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards, and interpretation which have been issued by the IASB that are effective in future
accounting periods that the Group has decided not to adopt early.
Effective from 1 January 2025:
Lack of Exchangeability (Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates): Provides guidance on how to determine the
•
exchange rate when a currency is not exchangeable.
Effective from 1 January 2026:
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9)
•
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)
•
Effective from 1 January 2027:
IFRS 18 – Presentation and Disclosure in Financial Statements: This new standard will replace IAS 1 and introduce significant changes to the
•
presentation of financial statements, including new subtotals and management-defined performance measures.
IFRS 19 – Subsidiaries without Public Accountability: Disclosures: Provides disclosure simplifications for qualifying subsidiaries.
•
The Group is currently evaluating the potential impact of these new standards and amendments. IFRS 18 is expected to significantly affect the
presentation and disclosure of items in the financial statements, although it will not impact recognition or measurement. The Group does not
expect IFRS 19 to be applicable.
3. Operating segments
IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the
chief operating decision makers (CEO and CFO), as defined in IFRS 8, in order to allocate resources to the segments and to assess its performance.
For management purposes, also considering the materiality the Group is organised into the following segments:
Textiles
•
Environmental Remediation
•
Others
•
Textiles and Environmental Remediation were considered by Management the most advanced strategic segments in terms of commercial
readiness. Management’s strategic needs are constantly monitored and an update of the segments will be provided if required.
Segment profit/(loss) represents the profit/(loss) earned by each segment, including all the direct costs that are directly correlated with the
segment. Overhead, assets and liabilities not directly attributable to a specific segment have been allocated as Head Office.
Notes to the consolidated financial statements
continued
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3. Operating segments continued
As the business evolves this is an area that will be assessed on a regular basis and additional segmental reporting will be provided at the
appropriate time.
Environmental
Textiles Remediation Others Head Office Consolidated
2024 € € € € €
Revenue 1,315,254 5,306,229 39,634 – 6,661,117
Cost of sales* (811,523) (2,381,906) (31,826) – (3,225,255)
Inventory write-off (343,946) – – – (343,946)
Gross profit 159,785 2,924,323 7,808 – 3,091,916
Other income 95,011 13,635 – 56,416 165,062
Other expenses:
– R&D expenses (11,068) (7,644) (4,700) – (23,412)
– Advisory (90,712) (450,366) – (1,091,226) (1,632,304)
– Operating expenses (183,546) (3,246,544) (32,840) (2,299,081) (5,762,011)
– Depreciation and amortisation (112,858) (557,507) (45,563) (470,400) (1,186,328)
– Impairment of intangibles – – (62,085) (7,332) (69,417)
Operating profit/(loss) (143,388) (1,324,103) (137,380) (3,811,623) (5,416,494)
Net financial costs – – – 42,376 42,376
Tax – – – – –
Profit/(loss) of the year (143,388) (1,324,103) (137,380) (3,769,247) (5,374,118)
Total assets 2,751,846 8,440,030 547,291 – 11,739,167
Total liabilities 1,936,726 2,586,226 78,606 – 4,588,558
*Includes Changes in inventories of finished goods.
Environmental
Textiles Remediation Others Head Office Consolidated
2023 € € € € €
Revenue 3,203,752 7,229,677 96,966 – 10,530,395
Cost of sales* (2,078,194) (4,161,253) (64,508) – (6,303,955)
Gross profit 1,125,558 3,068,424 32,458 – 4,226,440
Other income 62,251 16,295 112,515 141,902 332,963
Other expenses:
– R&D expenses (125,704) – (5,645) – (131,349)
– Advisory (8,545) (298,058) (174,587) (1,085,389) (1,566,579)
– Operating expenses (267,946) (3,175,696) (104,128) (2,228,188) (5,775,958)
– Depreciation and amortisation (386,930) (858,445) (24,818) – (1,270,193)
Operating loss 398,684 (1,247,480) (164,205) (3,171,675) (4,184,676)
Net financial costs – – – (122,390) (122,390)
Tax – 31,718 – – 31,718
Profit/(loss) of the year 398,684 (1,215,762) (164,205) (3,294,065) (4,275,348)
Total assets 3,991,458 7,839,333 731,126 – 12,561,917
Total liabilities 2,501,851 3,346,950 130,992 – 5,979,793
*Includes Changes in inventories of finished goods.
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Notes to the consolidated financial statements
continued
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3. Operating segments continued
2024 2023
€ €
Sale of products 1,390,935 3,323,174
Sale of services 5,270,182 7,207,221
Government grants 95,000 160,015
Other 70,062 172,948
Total income 6,826,179 10,863,358
Geographical breakdown of revenues is:
2024 2023
€ €
Italy 1,148,627 3,031,727
Romania 5,275,440 7,211,161
Rest of the world 237,050 287,507
Total 6,661,117 10,530,395
In 2024 the two main customers accounted for more than 41% of Group revenues for sales of products and services. This largest customer
accounted for 30% of revenues (€2,015,184) and the second for 11% (€731,401).
Other Income of €165,062 mainly include Government Grants for €95,000 and R&D Expenditure Credit (RDEC) for €23,060. The RDEC is an Italian
incentive scheme (art.3 DL 145/2013) designed to encourage companies to invest in research and development. The credit can be used to reduce
corporation tax or to offset outstanding payables related to social security.
4. Government grants
Information regarding government grants:
2024 2023
€ €
Filiere – 112,515
Ricerca e Innova 95,000 47,500
Total 95,000 160,015
In July 2023, the Company was awarded a project tender from the Italian Region of Lombardy as part of its Ricerca & Innova programme to further
develop Graphene Plus (G+) air filtration applications. The 18-month project ended in December 2024. This award will enable Directa Plus to
continue investing and developing its air filter applications, leveraging the antiviral and antimicrobial properties of its G+ technologies.
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4. Government grants continued
The key terms of government grants are:
Filiere Ricerca e Innova
Starting date 2022 2023
Ending date 2023 2024
Duration (months) 12 18
Total amount 135,930 407,142
Final report submitted Yes Yes
There are no capital commitments built into the ongoing grants. Government grants have been recognised within other income in the income
statement and as other receivables in the balance sheet.
5. Inventory
2024 2023
€ €
Finished and semi-finished products 578,915 627,078
Raw material 342,172 144,880
Spare parts 109,492 109,492
Write-off of inventory (344,556) –
Total 686,023 881,450
In 2024, management revised its inventory provisioning policy in response to the decline in revenue, reduced inventory turnover, and an increased
risk of obsolescence among aging stock.
The new policy reflects a more prudent, structured, and evidence-based approach, aiming to ensure that inventory is valued accurately and
transparently in line with current market realities.
This resulted in a total provision of €344,556, related to items that were assessed as having limited recoverability under current commercial
assumptions.
6. Raw materials and consumables used
2024 2023
€ €
Raw materials and consumables 2,138,295 3,898,083
Textile products 588,884 1,452,407
Total 2,727,179 5,350,490
Costs related to raw materials, consumables and textile products decreased primarily due to the decline in sales and the impact of the revenue mix.
Notes to the consolidated financial statements
continued
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7. Employee benefits expenses
2024 2023
€ €
Wages and salaries 3,928,616 3,797,869
Social security costs 391,314 456,405
Employee benefits 77,385 98,062
Share option (income)/expense (76,741) 54,573
Other costs 239,894 141,536
Total 4,560,468 4,548,445
Capitalised cost in “Intangible assets” (95,961) (103,868)
Total charged to the Income Statement 4,464,507 4,444,577
The average number of employees (excluding Non-Executive Directors) during the period was as follows:
2024 2023
Sales and Administration 27 30
Engineering, R&D and production 153 157
Total 180 187
The total average number of employees of the Group as at 31 December 2024 was 180 (2023: 187), of which 152 were employed by Setcar at
year end (2023: 162).
The Directors’ emoluments (including Non-Executive Directors) are as follows:
2024 2023
€ €
Wages and salaries (including bonus and pension) 709,096 680,435
Social security costs 63,651 58,460
Total 772,747 738,895
The aggregate emoluments (wages, salaries and social contributions) of the highest paid Director totalled €401k (2023: €393k).
Personnel costs benefited from a net positive impact of €76,741, resulting from a reversal of share-based payment expenses amounting to €93,943,
partially offset by new charges of €17,202.
A detailed analysis of the remuneration of the directors is detailed within the Directors’ Remuneration Report on pages 28 to 31.
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8. Other expenses
2024 2023
€ €
Audit of the Group and Company financial statements 145,680 120,485
Audit of the subsidiaries’ financial statements 47,840 45,504
Other non-audit services provided by Group’s auditor 6,746 5,709
Tool manufacturing 89,133 281,182
Analyses & tests 21,572 101,180
Travel & Marketing 289,821 248,339
Technical consultancies 277,663 231,552
Shipping and logistic expenses 293,228 358,793
Insurance 170,484 189,551
IP expenses 51,719 44,087
Sales & business development 482,534 444,436
G&A 453,976 680,537
Rent 149,201 134,031
Maintenance 103,516 96,362
Utilities 41,590 48,748
Legal, tax and administrative consultancies 785,062 704,317
Total other expenses 3,409,765 3,734,813
Other expenses mainly include professional services (such as audit, legal, tax and administrative consultancies), R&D/technical consultancies and
tests, travels, shipping/logistic and insurance.
9. Net Finance expenses
Finance expenses include:
2024 2023
€ €
Interest Income (87,732) (46,108)
Interest on loans and other financial costs 143,459 159,225
Interest on lease liabilities 6,069 19,310
Interest cost for benefit plan 12,863 16,125
Foreign exchanges (gains) (117,035) (26,162)
Total (42,376) 122,390
The Group benefited from positive interest income of €87,732, driven by sustained high market interest rates and a higher average balance of
interest-bearing cash held during the year.
In addition, the Group recorded foreign exchange gains of €117,035 (2023: €26,162), further contributing to the improvement in financial income.
Notes to the consolidated financial statements
continued
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10. Taxation
2024 2023
€ €
Current tax expense – (1,384)
Deferred tax recovery – 33,102
Total tax income – 31,718
Reconciliation of tax rate
2024 2023
€ €
Loss before tax (5,374,118) (4,307,066)
Italian statutory tax rate 24% 24%
(1,289,788) (1,033,696)
Impact of temporary differences 12,452 42,633
Losses recognised (12,452) (10,915)
Impact of tax rate in foreign jurisdiction (47,898) (44,936)
Losses not utilised 1,337,687 1,078,632
Total tax income – 31,718
Tax losses are carried forward and not recognised as a deferred tax asset due to the uncertainty regarding generating future taxable profits.
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11. Intangible assets
Development
cost Patents Goodwill Other Brands Total
€ € € € € €
Cost
Balance at 31/12/2022 3,410,311 992,787 293,995 290,982 371,073 5,359,148
Additions 103,868 120,769 – 1,813 – 226,450
Currency translation differences (62) – (1,486) (1,022) (2,029) (4,599)
Balance at 31/12/2023 3,514,117 1,113,556 292,509 291,773 369,044 5,580,999
Additions 95,961 151,490 – – – 247,451
Currency translation differences 1 – 27 18 37 82
Balance at 31/12/2024 3,610,078 1,265,046 292,536 291,791 369,081 5,828,532
Amortisation
Balance at 31/12/2022 2,850,290 517,095 – 98,281 228,816 3,694,482
Amortisation 2023 259,029 107,185 – 12,138 74,230 452,582
Currency translation differences (62) – – (1,015) (1,672) (2,749)
Balance at 31/12/2023 3,109,257 624,280 – 109,404 301,374 4,144,315
Amortisation 2024 253,854 118,066 – 5,459 67,658 445,037
Impairment – 69,444 – – – 69,444
Currency translation differences – – – 6 49 55
Balance at 31/12/2024 3,363,111 811,790 – 114,869 369,081 4,658,851
Carrying amount
Balance at 31/12/2022 560,021 475,692 293,995 192,701 142,257 1,664,666
Balance at 31/12/2023 404,860 489,276 292,509 182,369 67,670 1,436,684
Balance at 31/12/2024 246,967 453,256 292,536 176,922 – 1,169,681
As disclosed in Note 2(e) development costs capitalised in the year are mainly based on time spent by employees who are directly engaged in
the development of the G+® technology.
Management carried out an impairment test on the goodwill arising from the acquisition of Setcar S.A. in 2019. The cash-generating unit (CGU)
identified for the purposes of this assessment is Setcar S.A. itself, with a carrying amount of €2.3 million as at 31 December 2024.
The recoverable amount was determined using the value in use method, based on projected cash flows and a terminal value, discounted using a
pre-tax rate that reflects market conditions and the risk profile of the CGU. Given the evolving nature of Setcar’s operations, as the Group is still
developing its products, the impairment test is subject to a high degree of estimation uncertainty.
As an additional cross-check, management also considered indicative valuation ranges derived from comparable company market multiples
which provided further comfort on the reasonableness of the value in use assessment.
Separately, the Group also performed an impairment review of its intangible asset portfolio in accordance with IAS 36. For revenue-generating
CGUs such as Textiles and Environmental, a value in use approach was applied. The projected cash flows supported the carrying values, and no
impairment was recognised.
For CGUs still in early-stage development (such as Paints, Batteries and Outsole), management considered recent capitalised investments, ongoing
commercial discussions with both prospective and existing customers, and the strategic relevance of these verticals. Based on this qualitative and
forward-looking assessment, no impairment was recognised for these CGUs either.
The Group wrote off certain intangible assets, resulting in a total impairment charge of €69,444. These write-downs were made due to the lack
of sufficiently tangible evidence to support near-term revenue generation.
The impairment review reflects the Group’s transition towards a commercially driven phase, where investments are increasingly linked to
monetisable applications. Management continues to monitor asset recoverability with prudence and discipline.
12. Property, plant and equipment
Industrial Computer Office Plant & ROU Under
equipment equipment equipment machinery Land assets construction Total
Cost € € € € € € € €
Balance 31/12/2022 2,011,729 87,093 141,151 4,743,296 587,723 779,128 2,362 8,352,482
Additions 107,973 1,787 4,181 22,455 – – 134,885 271,281
Disposal (64,123) – (1,964) (91,897) – – (2,362) (160,346)
Currency translation differences (13,238) – (540) (17,381) (3,214) – (764) (35,137)
Balance 31/12/2023 2,042,341 88,880 142,828 4,656,473 584,509 779,128 134,121 8,428,280
Additions 45,895 10,741 7,685 36,226 – 450,285 – 550,832
Impairment – – – – – – (134,121) (134,121)
Disposal (4,515) – – (6,883) – – – (11,398)
Currency translation differences 246 – 15 318 59 – – 638
Balance 31/12/2024 2,083,967 99,621 150,528 4,686,134 584,568 1,229,413 – 8,834,231
Depreciation
Balance 31/12/2022 1,064,915 61,739 137,085 2,865,668 – 361,924 – 4,491,331
Depreciation 283,337 9,795 20,814 407,183 – 96,482 – 817,611
Reclass 31,842 – (31,842) – – – – –
Disposal (64,057) – (1,964) (84,437) – – – (150,458)
Currency translation differences (8,942) – (451) (11,620) – – – (21,013)
Balance 31/12/2023 1,307,095 71,534 123,642 3,176,794 – 458,406 – 5,137,471
Depreciation 294,612 9,163 17,139 323,868 – 96,482 – 741,264
Disposal (188) – – (6,883) – – – (7,071)
Currency translation differences 185 – 13 236 – – – 434
Balance 31/12/2024 1,601,704 80,697 140,794 3,494,015 – 554,888 – 5,872,098
Carrying amounts
Balance 31/12/2022 946,814 25,354 4,066 1,877,628 587,723 417,204 2,362 3,861,151
Balance 31/12/2023 735,246 17,346 19,186 1,479,679 584,509 320,722 134,121 3,290,809
Balance 31/12/2024 482,263 18,924 9,734 1,192,119 584,568 674,525 – 2,962,133
The balance of Assets Under Construction at 31 December 2023 corresponded to engineering development costs incurred by Setcar in connection
with the Liberty Galați project. Due to the customer’s financial difficulties and the temporary suspension of the project, these assets were fully
impaired during 2024 and derecognised from the statement of financial position.
Asset held under financial leases with a net book value of €700,600 are included in the above table within Industrial equipment and ROU.
The replacement cost of all property, plant and equipment exceeds its carrying value. No liability for the restoration of land has been recorded
because it is expected to be used in perpetuity.
13. Investments in subsidiaries
Details of the Company’s subsidiaries as at 31 December 2024 are as follows:
Shareholding
Subsidiaries Country Principal activity 2024 2023
Directa Plus S.p.A. Italy Producer and supplier of graphene-based 100% 100%
materials and related products
Directa Textile Solutions S.r.l. Italy Commercialise textile membranes, 73.5% 73.5%
including graphene-based technical and
high-performance membranes
Setcar S.A. Romania Waste management and decontamination 99.95% 51%
services business
Notes to the consolidated financial statements
continued
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13. Investments in subsidiaries continued
In May 2024, Directa Plus S.p.A. acquired an additional 48.96% stake in Setcar S.A. from GVC Investment Company Ltd., increasing its shareholding
from 50.99% to 99.95%. The total consideration for the acquisition amounted to €1.5 million.
The objective of the acquisition is to strengthen Directa Plus’ control over the subsidiary and to maximize the value creation potential enabled by
its Grafysorber® technology.
As Setcar was already fully consolidated in the Group’s financial statements prior to the transaction, due to Directa Plus’s existing majority control,
the acquisition of the additional interest has not been capitalised. The consideration paid has been accounted for as an equity transaction, with the
difference between the purchase price and the carrying amount of the non-controlling interest recognised directly in equity.
Subsidiaries Place of business Registered office and place of business
Directa Plus S.p.A. Italy Via Cavour 2, Lomazzo (CO) Italy
Directa Textile Solutions S.r.l. Italy Via Cavour 2, Lomazzo (CO) Italy
Setcar S.A. Romania Str. Gradinii Publice 6, Braila Romania
The Company’s investment as capital contributions in Directa Plus Spa are as follows:
Directa S.p.A.
At 31 December 2022 30,260,336
Additions 1,964,800
Impairment loss (13,602,359)
At 31 December 2023 18,622,777
Additions 3,585,000
Impairment Loss (16,875,963)
At 31 December 2024 5,331,814
The Company finances the activities of Directa Plus S.p.A. through regular capital contributions. The increase compared to the previous year is
mainly due to cash requirements related to the acquisition of the minority interests in Setcar.
During the year an impairment loss on the investment held by Directa Plus plc in Directa Plus S.p.A. for a total amount of €16.9 million was
recognised following the identification of an impairment trigger. The impairment was deemed necessary due to the decline in the Group’s market
capitalisation over the past 12 months.
14. Trade and other receivables
Group Company
2024 2023 2024 2023
Current € € € €
Account receivables 1,227,797 3,645,064 – –
Tax receivables 439,671 482,800 29,953 24,489
Other receivables 268,726 268,884 68,688 71,776
Total 1,936,194 4,396,748 98,641 96,265
Group Company
2024 2023 2024 2023
Non-current € € € €
Other receivables 3,998 162,923 – –
Total 3,998 162,923 – –
Group account receivables of €1,227,797 are mainly composed by four major clients, covering 60% of the total amount.
Group Tax Receivables are composed of Italian VAT receivables of €244,035, UK VAT receivables of €29,953, Romanian VAT receivables of €62,334,
RDEC Tax Credit receivables of €70,237 and other Italian Tax receivables of €11,670.
Other receivables are mainly composed of governments grants for €142,494 and prepayments for €49,399.
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Notes to the consolidated financial statements
continued
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14. Trade and other receivables continued
As at 31 December 2024 the ageing of account receivables was:
2024 2023
Days overdue € €
0-60 1,152,987 3,477,705
61-180 66,192 146,505
181-365 8,618 20,854
365 + – –
Total 1,227,797 3,645,064
2024 2023
Provision for expected credit losses (“ECL”) € €
Opening balance 460,894 15,181
Net increase in provision 63,906 445,713
Closing balance 524,800 460,894
The Group recognises a loss allowance for expected credit losses on trade receivables. As at 31 December 2024 the cumulative provision for
expected credit losses amounted to €524,800 (2023: €460,894). The increase primarily reflects additional provisioning against overdue receivables
of Setcar, where the counterparties are experiencing financial distress.
Subsequent to the year-end and prior to the approval of these financial statements, Setcar successfully collected €66k from a customer whose
balance had been fully provisioned at year-end due to initial doubts over recoverability. Nevertheless, management has decided to maintain the
provision in full, adopting a prudent approach to reflect continued uncertainty and potential credit risk during the course of 2025.
15. Deferred tax assets and liabilities
2024 2023
€ €
Deferred tax liabilities 7,589 59,647
Deferred tax (assets) (7,589) (59,647)
Total – –
Tax losses are carried forward and not recognised as a deferred tax asset due to the uncertainty regarding generating future taxable profits.
The deferred tax liabilities arise from the capitalisation of development costs and defined benefit scheme are detailed below:
2024 2023
€ €
Deferred tax liabilities – cost capitalised 7,589 27,929
Deferred tax liabilities – other 8,254 (363)
Deferred tax liabilities arising from acquisition – 31,718
Deferred tax assets – incl. consolidation adjustment (15,843) (59,284)
Total – –
16. Cash and cash equivalents
Group Company
2024 2023 2024 2023
€ € € €
Cash at bank 4,978,110 2,389,687 4,128,402 1,024,286
Cash in hand 3,028 3,616 – –
Total 4,981,138 2,393,303 4,128,402 1,024,286
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17. Equity
Number of Share
Share capital ordinary shares capital (€)
At 31 December 2022 66,057,649 205,469
At 31 December 2023 66,057,649 205,469
Share issue on 28 June* 14,954,048 44,144
Share issue on 1 July* 23,407,058 69,004
At 31 December 2024 104,418,755 318,617
* On 28 June and 1 July 2024, 38,361,106 ordinary shares with a nominal value of £0.0025 each were issued as part of the Company’s capital raise.
Share premium
Share premium €
At 31 December 2022 39,181,789
Shares issued –
At 31 December 2023 39,181,789
Shares issued 8,033,534
Expenditure relating to the raising of shares (646,302)
At 31 December 2024 46,569,021
*On 28 June and 1 July 2024, 38,361,106 ordinary shares were issued as part of Company’s capital raise at a price of £0.18 each. The Company recognised for €8,033,534 of share
premium before expenditure related to the issue of the shares.
Share capital
Financial instruments issued by the Directa Plus Group are treated as equity only to the extent that they do not meet the definition of a financial
liability. The Directa Plus Group’s ordinary shares are classified as equity instruments.
Share premium
To the extent that the company’s ordinary shares are issued for a consideration greater than the nominal value of those shares (in the case of the
company, £0.0025 per share), the excess is deemed Share Premium. Costs directly associated with the issuing of those shares are deducted from
the share premium account, subject to local statutory guidelines.
Foreign currency translation reserve
Exchange differences resulting from the consolidation process of Setcar are recognised in the translation reserve for an amount of €80,356.
Non- controlling interest
Non-controlling interest refers to the minority shareholders of the company who own less than 50% of the overall share capital.
As of 31 December 2024, non-controlling interest is composed by 0.05% of Setcar S.A. and 26.46% of Directa Textile Solutions Srl.
18. Loans and borrowings
Group Company
2024 2023 2024 2023
€ € € €
Non-current loans and borrowings 853,165 1,528,108 – –
Current loans and borrowings 852,253 742,904 – –
Total 1,705,418 2,271,012 – –
2024 Current Non-current
€ € € Repayment Interest rate
Bank of Transilvania 361,849 241,233 120,616 36-months Variable
6.22% ROBOR
3M + 2,5%/year
Bank of Transilvania IMM INV 207,826 113,322 94,504 60-months Variable
6.22% ROBOR
3M +2.5%
MARJA BANK
LINIE CREDIT IMM – Invest Plus BRD
– revolving 172,896 172,896 – – –
Bank of Transilvania IMM INVEST 22,415 12,226 10,189 36-Months Variable
PROIECT POIM inv 6.5 % ROBOR
6M+3.65%/Year
Intesa San Paolo 132,760 75,572 57,188 72-months 1.5%/year
+ EURIBOR 3M
Intesa San Paolo 9,481 6,306 3,175 72-months 1.5%/year
+ EURIBOR 3M
Intesa San Paolo 314,737 124,995 189,742 72-months 1.5%/year
+ EURIBOR 3M
Banca Popolare di Sondrio 296,211 103,709 192,502 72-months 1.5%/year
+ EURIBOR 3M
Ricerca e Innova (Finlombarda) 185,250 – 185,250 84-months –
Certain debt facilities contracted by Setcar under the IMM Invest programme are secured by specific assets acquired through these loans, including
transport and technical equipment, which serve as collateral. In addition, the loans held by Directa Plus and Directa Textile Solutions are covered
by public guarantees ranging from 80% to 90%, issued by the Italian government under state-backed credit support schemes.
Reconciliation of liabilities arising from financing activities
Cash flows Non-cash flows
Loan
1 January Capital Liabilities Accrued conversion 31 December
2024 repayments acquired interests into equity 2024
€ € € € € €
Borrowings 2,271,012 (1,738,490) 1,172,896 – – 1,705,418
Total 2,271,012 (1,738,490) 1,172,896 – – 1,705,418
The Liabilities acquired and the Capital repayments include the €1 million loan from Nant Capital to support the acquisition of Setcar, fully repaid
in the year, as explained in Note 26.
Notes to the consolidated financial statements
continued
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18. Loans and borrowings continued
Net debt reconciliation
2024 2023
€ €
Loans and borrowings 1,705,418 2,271,012
Lease liabilities 624,136 389,565
Less: cash and cash equivalent (4,981,138) (2,393,303)
Net debt (2,651,584) 267,274
Total equity 7,150,609 6,582,124
Debt to capital ratio (%) (37.08%) 4.06%
19. Leases liabilities
The following table details the movement in the Group’s lease obligations for the period ended 31 December 2024:
2024 2023
€ €
Non-current lease liabilities 448,195 183,056
Current lease liabilities 175,941 206,509
Total 624,136 389,565
Reconciliation of liabilities arising from leasing activities
Cash flows Non-cash flows
1 January Capital Leasing Accrued 31 December
2024 repayments acquired interests 2024
€ € € € €
Leasing (389,565) (215,714) 450,285 – 624,136
Total (389,565) (215,714) 450,285 – 624,136
20. Employee benefits provision
2024 2023
€ €
Employee benefits 207,633 357,520
Total 207,633 357,520
Provisions for benefits upon termination of employment primarily related to provisions accrued by Italian companies for employee retirement,
determined using actuarial techniques and regulated by Article 2120 of the Italian Civil code. The benefit is paid upon retirement as a lump sum,
the amount of which corresponds to the total of the provisions accrued during the employees’ service period based on payroll costs as revalued
until retirement. Following the changes in the law regime, from January 1, 2007, accruing benefits have been contributing to a pension fund or a
treasury fund held by the Italian administration for post-retirement benefits (INPS). For companies with less than 50 employees it will be possible to
continue this scheme as in previous years. Therefore, contributions of future TFR provisions to pension funds or the INPS treasury fund determines
that these amounts will be treated in accordance to a defined contribution scheme, not subject to actuarial evaluation. Amounts already accrued
before 1 January 2007 continue to be accounted for a defined benefit plan and to be assessed on actuarial assumptions.
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20. Employee benefits provision continued
The breakdown for 2023 and 2024 is as follows:
€
Amount at 31 December 2022 554,444
Service cost 14,170
Interest cost 16,125
Actuarial losses 10,769
Benefit paid (237,988)
Amount at 31 December 2023 357,520
Service cost 42,892
Interest cost 12,863
Actuarial losses (18,154)
Benefit paid (187,488)
Amount at 31 December 2024 207,633
Variables analysis
Detailed below are the key variables applied in the valuation of the defined benefit plan liabilities.
2024 2023
Annual rate interest 3.50% 3.30%
Annual rate inflation 2.00% 2.10%
Annual increase TFR 7.41% 7.41%
Tax on revaluation 17.00% 17.00%
Social contribution 0.50% 0.50%
Increase salary male 2.20% 2.20%
Increase salary female 2.10% 2.10%
Rate of turnover male 2.00% 2.00%
Rate of turnover female 1.80% 1.80%
Sensitivity analysis
Detailed below are tables showing the impact of movements on key variables:
Actuarial hypothesis – 2024
Decrease 10% Increase 10%
Variation Variation
Rate DBO € Rate DBO €
Increase salary Male 1.95% (2,598) 2.45% 2,722
Female 1.85% 2.35%
Turnover Male 1.00% (13,526) 3.00% 11,591
Female 0.80% 2.80%
Interest rate 3.25% 6,421 3.75% (6,107)
Inflation rate 1.75% (4,890) 2.25% (4,890)
Notes to the consolidated financial statements
continued
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21. Trade and Other payables
Group Company
2024 2023 2024 2023
Non-current € € € €
Other payables – 64,014 – –
Total – 64,014 – –
Group Company
2024 2023 2024 2023
Current € € € €
Trade payables 1,308,762 1,693,569 48,762 1,846
Employment costs 163,805 184,838 – –
Other payables 558,499 978,428 127,310 124,563
Total 2,031,066 2,856,835 176,072 126,409
22. Provision
Group Company
2024 2023 2024 2023
Current € € € €
Provision 20,305 40,847 – –
Total 20,305 40,847 – –
The 2023 provision of €40,847 was related to the expected future losses incurred on an onerous long-term contract in Laos. The project was
completed in the year and the provision released.
The 2024 provision mainly reflects a tax risk provision recorded by Setcar in Romania.
23. Financial instruments
Financial risk management
The Group’s business activities expose the Group to the following financial risks:
a) Market risk
Market risk arises from the Group’s use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value of
future cash flow of a financial instrument will fluctuate because of changes in interest rates or foreign exchange rates. As at 31 December 2024 the
Group is exposed to variable interest rate risk for the loans issued by Setcar and by Directa Plus SpA under the Italian Government Covid-19
Recovery Plan. Despite the rise in interest rates by the Central Banks over the recent months, those loans, being 90% guaranteed by the Italian
Government, bear a relatively low interest rate (1.5% + EURIBOR) and, if the interest rate had increased or decreased by 200 basis points during
the year the reported loss after taxation would not have been materially different to that reported.
b) Capital Risk
The Group’s objectives for managing capital are to safeguard the Group’s ability to continue as going concern, so that it can continue to provide
returns for shareholders and benefits for other stakeholders and to provide an adequate return to shareholders by pricing products and services
commensurately with the level of risk. There were no changes in the Group’s approach to capital management during the year.
Notes to the consolidated financial statements
continued
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23. Financial instruments continued
c) 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.
The Group’s credit risk is primarily attributable to its trade receivables that the Company consider defaulted if any instalment is unpaid more than
sixty (60) days past its original due date or where there is evidence that identifies the debtor’s state of insolvency.
The Group’s cash and cash equivalents and restricted cash are held with major financial institutions. The Group monitors credit risk by reviewing
the credit quality of the financial institutions that hold the cash and cash equivalents and restricted cash.
The Group’s trade receivables consist of receivables for revenue mainly in Italy and Romania. Management believes that the Group’s exposure to
credit risk is manageable and currently the Group’s standard payment terms are 30 to 60 days from date of invoice are largely met from the clients.
At the end of the period, 66% of account receivables have an ageing less of 60 days and refers to orders delivered close to the year end. As at
31 December 2024 the Group recognised a cumulated bad debt provision for €524,800.
Every new customer is internally analysed for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered.
Advance payment usually applies for the first order and the exposure to credit risk is approved and monitored on an ongoing basis individually for
all significant customers. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of
financial position. The Group does not require collateral in respect of financial assets.
d) Exposure to credit risk
2024 2023
Group Note € €
Trade receivables 14 1,227,797 3,645,064
Cash and cash equivalent 16 4,981,138 2,393,303
Total 6,208,935 6,038,367
The largest customer within trade receivables accounts for 29% of debtors. Management continually monitors this dependence on the largest
customers and are continuing to develop the commercial pipeline to reduce this dependence, spreading revenues across a variety of customers.
e) Liquidity risk
It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. Liquidity risk arises from the Group’s
management of working capital and the finance charges and principal repayments on its debt instruments. The Group manages liquidity risk by
maintaining adequate reserves and banking facilities and by continuously monitoring forecast and actual cash flows. The Board reviews regularly
the cash position to ensure there are sufficient resources for working capital requirements and to meet the Group’s financial commitments.
Carrying amount Up to 1 year 1-5 years
2024 € € €
Financial liabilities
Trade payables 1,308,762 1,308,762 –
Lease liabilities 624,136 175,941 448,195
Loans 1,705,418 852,253 853,165
Total 3,638,316 2,336,956 1,301,360
Carrying amount Up to 1 year 1-5 years
2023 € € €
Financial liabilities
Trade payables 1,693,569 1,693,569 –
Lease liabilities 389,565 206,509 183,056
Loans 2,271,012 742,904 1,528,108
Total 4,354,146 2,642,982 1,711,164
23. Financial instruments continued
f) Currency risk
The Group usually raises money issuing shares in pounds, it follows that the Group usually holds sterling bank accounts as result of capital raise.
Sterling bank accounts are mainly used to manage expenses of the Company (such as UK advisors, LSE fees and costs related to the Board) in UK.
The cash held in Sterling continues to be subject to currency risk.
EUR
Cash held in GBP 4,029,026
If the exchange rate EUR/GBP increase by 10% the impact on P&L would be a loss equal to €0.4 million (if decrease by 10% would be a profit
equal to €0.4 million).
The Group holds accounts also in other currency (such as USD and RON) but just for business purposes and for not material amount.
Management constantly monitors exchange rate fluctuations and remains ready to implement appropriate measures to mitigate adverse trends,
should they arise.
24. Earnings per share
Change in Weighted
number of Total number number of
ordinary shares of ordinary shares Days ordinary shares
At 31 December 2023 – 66,057,649 365 66,057,649
Existing shares – 66,057,649 179 32,306,883
Issued on 28 June 2024 14,954,048 81,011,697 3 664,030
Issued on 1 July 2024 23,407,058 104,418,755 184 52,494,674
At 31 December 2024 38,361,106 104,418,755 366 85,465,587
Basic Diluted
2024 2023 2024 2023
€ € € €
Loss attributable to the owners of the Parent (5,140,237) (3,856,103) (5,140,237) (3,856,103)
Weighted average number of ordinary shares in issue
during the year 85,465,588 66,057,649 – –
Fully diluted average number of ordinary shares
during the year – – 86,493,771 67,052,006
Loss per share (0.06) (0.06) (0.06) (0.06)
The effect of anti-dilutive potential ordinary shares is ignored in calculating the diluted loss per share.
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25. Share schemes
The 2020 Employees’ Share Scheme is administered by the Remuneration Committee.
The Directors are entitled to grant awards over up to 10 per cent of the Company’s issued share capital from time to time.
Under the 2020 Employees’ Share Scheme, in November 2020 1,801,000 options over Ordinary Shares were granted to key employees and
additional 150,000 options were granted to an Executive Director in June 2021 under the same Scheme. As of 31 December 2024, there are not
any outstanding Ordinary Shares awards.
At the date of this report, an additional 331,046 share options had vested in 2020 under the 2016 Employees’ and NED Share Schemes that
have not yet been exercised.
The main terms of the 2020 Employee’s Share Schemes are set out below:
Eligibility
All persons who at the date on which an award is granted under the Employees’ Share Scheme are employees (or employees who are also office-
holders) of a member of the Group and are eligible to participate. The Remuneration Committee decides to whom awards are granted under the
Employees’ Share Scheme, the number of Ordinary Shares subject to an award, the exercise date(s) (subject to the below) and the conditions
which must be achieved for the award to be exercisable.
Types of award
Awards granted under the Employees’ Share Scheme have the form of market value share options. “Market value share options” are share options
with an exercise price equal to the market value of a share at the date of grant. The right to exercise the award is generally dependent upon the
participant remaining an officer or employee throughout the performance period. This is subject to the good leaver provisions. Awards granted
under the Share Schemes will not be pensionable.
Individual limits
The value of Ordinary Shares over which an employee or Executive Director may be granted awards under the Employees’ Share Scheme in any
financial year of the Company shall not exceed 200 per cent of his basic rate of salary at the date of grant.
Variation of share capital
Awards granted under the Share Schemes may be adjusted to reflect variations in the Company’s share capital.
Vesting of awards
Outstanding awards vest over three years in equal one third tranches on each anniversary of the grant date to the extent that the market-based
performance targets have been met. Vested awards may generally be exercised between the third and tenth anniversaries from the date of grant.
75% of vested shares can be exercised after the third anniversary, while the remaining 25% from the fourth.
The inputs to the Monte-Carlo simulation were as follows:
Market value shares Market value shares
Monte-Carlo simulation (1st granting Nov20) (2nd granting Jun21)
Share price 60p 127p
Exercise price 66p 118.20p
Expected volatility 54% 61%
Compounded Risk-Free Interest Rate 0.10% 0.16%
Expected life 6 years 6 years
Number of options issued* 1,801,000 150,000
*Number of options issued is an input of the Monte-Carlo simulation and refers to the total options granted by the Company in November 2020 and June 2021.
This is not representing any option issued in the period.
Notes to the consolidated financial statements
continued
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25. Share schemes continued
As of December 2024, there are not any outstanding awards to vest. Details are as follows:
2022 2023 2024
Outstanding at start of period 1,688,000 1,503,000 150,000
Granted during the period – – –
Cancelled during the period (185,000) (358,000) –
Expired during the period – (331,669) (116,194)
Vested during the period – (663,331) (33,806)
Outstanding at end of period 1,503,000 150,000 –
Exercisable period option price 66p-118p 66p-118p 66p-118p
Grant date 12 Nov 20 – 15 Jun 21 12 Nov 20 – 15 Jun 21 12 Nov 20 – 15 Jun 21
Exercisable date 12 Nov 23 – 15 Jun 24 12 Nov 23 – 15 Jun 24 12 Nov 23 – 15 Jun 24
Share options expired over the period refer to those performance share options that did not meet the performance criteria on the third anniversary
of their granting. Vested share options are Market share options that met the criteria on each anniversary.
26. Related parties
In March 2024, Directa Plus received a financing facility of €1 million from Nant Capital LLC, which was fully repaid in July 2024, along with interest
of €19,640 and the reimbursement of $60,000 in legal fees.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed
in this note.
Remuneration of key management personnel
The below figures represent remuneration of key management personnel for the Group, who are part of the Executive Management Team
but not part of the Board of Directa Plus PLC. The remuneration is set out below in aggregate for each of the categories specified in IAS 24
‘Related Party Disclosures’.
2024 2023
€ €
Short-term employee benefits and fees 68,738 129,065
Social security costs 22,884 39,837
91,622 168,902
The decrease in 2024 is mainly explained by the layoff of an executive manager during the year.
For Directors remuneration please see Director’s Remuneration Report.
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27. Contingent liabilities and commitments
The group has the following contingent liabilities relating to bank guarantees on operating lease arrangements and government grants.
2024 2023
€ €
Bank guarantees 31,995 38,435
28. Post balance sheet events
No significant events have occurred after the reporting date that would require disclosure in these financial statements.
Notes to the consolidated financial statements
continued
Directa Plus plc
Annual Report & Accounts 2024
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Designed and produced by
Directa Plus plc
Annual Report & Accounts 2024
Directors
Richard Hickinbotham – Non-Executive Chairman
Giulio Cesareo – CEO and Founder
Giorgio Bonfanti – Chief Financial Officer
Wesley K. Clark – Non-Executive Director
Sarah Cope – Non-Executive Director
Company Secretary
Giorgio Bonfanti
Registration number
04679109
Registered office
7th Floor
50 Broadway
London SW1H 0DB
United Kingdom
Principal place of business
Directa Plus plc
ComoNExT Science Park
Via Cavour 2
22074 Lomazzo (Co)
Italy
Nominated adviser and broker
Singer Capital Markets
1 Bartholomew Lane
London EC2N 2AX
United Kingdom
Auditors
BDO LLP
55 Baker Street
London W1U 7EU
United Kingdom
Legal advisers
Fox Williams LLP
10 Finsbury Square
London EC2A 1AF
United Kingdom
Registrar
MUFG Corporate Markets (UK) Limited
Central Square
29 Wellington Street
Leeds LS1 4DL
United Kingdom
Financial PR adviser
Alma Strategic Communications Limited
71-73 Carter Lane
London EC4V 5EQ
United Kingdom
Directors, secretary and advisers
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www.directa-plus.com
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Directa Plus plc
7th Floor
50 Broadway
London SW1H 0DB
United Kingdom