Eden Research plc
Annual Report 2024
Sustainable Solutions
for Crop Protection,
Animal Health and
Consumer Products
See our website for the latest information: www.edenresearch.com
Contents
Company Overview
I
2024 Highlights
II
At a Glance
IV Investment Case
VI Our Products
VIII Products in action
X
Our Markets
XII Our Business Model
XIV Our Strategy
Annual Report
Statements
2
Chairman’s Statement
4
Chief Executive Officer’s Review
8
Strategic Report
10 ESG Report
Governance
18 Board of Directors
22 Chairman’s letter
24 Business model and strategy
26 The QCA Corporate
Governance Code
32 Remuneration Report
36 Audit Committee Report
39 Directors’ Report
Financial Statements
44 Independent Auditor’s Report
50 Consolidated statement of
comprehensive income
51 Consolidated statement of financial position
52 Company statement of financial position
53 Consolidated statement of changes in equity
54 Company statement of changes in equity
55 Consolidated statement of cash flows
56 Company statement of cash flows
57 Notes to the Group financial statements
92 Company Information
Annual Report
Statements
Governance
Financial
Statements
I
Company
Overview
Eden Research plc | Annual Report 2024
Eden Research plc | Annual Report 2024
Company
Overview
Annual Report
Statements
Governance
Financial
Statements
I
Revenue
£4.3m
2023: £3.2m
2024 Highlights
Operating Loss
£2.2m
2023: £1.9m loss
Product Sales
£3.6m
2023: £2.6m
Total revenue
for the year was up 34% to
£4.3m (2023: £3.2m).
In particular, product sales,
driven by CedrozTM and
Mevalone®, increased by 38% to
£3.6m (2023: £2.6m).
Operating loss
for the period was £2.2m (2023:
£1.9m loss), after non-cash
amortisation of intangible assets
and share-based payments
totalling £0.6m (2023: £0.7m).
Loss before tax
was £2.2m (2023: £6.9m)
after non-cash impairment of
intangible assets of £nil (2023:
£5.0m), and statutory operating
loss was £2.2m (2023: £1.9m).
Cash position
at the year-end was £3.7m
(2023: £7.4m).
Eden Research plc is the only UK-quoted
company focused on sustainable biopesticides
and plastic-free encapsulation technology
for use in global crop protection, animal
health and consumer products industries.
• Authorisation for Mevalone® received in the key
state of California.
• Mevalone® authorised for use in new crops and
fungal pathogens in Spain.
• Authorisation for Mevalone® received in
Germany and Czechia.
• 140 insecticides field trials run by potential
distribution partners so far in 2024, following
significant interest in the evaluation of Eden’s
development insecticide.
• Strengthening of the Commercial Team with
the appointment of Humair Tariq as Global
Commercial Lead and Daniel Mulas Garcia as
Global Product and Marketing Lead.
• Eden named ESG Company of the Year at
the prestigious 2024 Small Cap Network
Awards in recognition of its commitment to
environmental, social and governance matters
and contribution to the green economy.
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II
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24 (2023: 22)
Countries have granted
product authorisation
£19m (2023: £17m)
Invested in IP and registration
101(2023: 100)
Crop use approvals for
Eden’s biopesticides
14 (2023: 10)
Pests and disease targets
addressed with Eden’s
registered products
130 (2023: 130)
Granted and pending patents
Our vision:
To be the leader in
sustainable bioactive
products enabled or
enhanced by our novel
encapsulation and
delivery technologies.
• Eden is the only UK-quoted company focused on
biopesticides for sustainable agriculture. We have two
established products with multiple regulatory clearances and
strategic partnerships, Mevalone® and CedrozTM, which are
commercially available.
• Eden’s focus is on protecting high-value crops, improving
crop yields and marketability.
• Our products are based upon natural chemistries and deliver
performance, ease of use, and cost on par with conventional
alternatives. Additionally, they have the benefit of being
approved for use as organic inputs in multiple territories.
• Eden has commercialised its first biofungicide product,
Mevalone®, on three continents and its first bionematicide
product, CedrozTM, on two continents.
• Eden is partnered with Eastman Chemical for the
commercialisation of CedrozTM in 29 countries.
At a Glance
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Company
Overview
Annual Report
Statements
Governance
Financial
Statements
III
Our Geographic And Regulatory Footprint
For our developed products, we have commercial partners in place
across six continents and product registration activities in around
30 countries. We are well-positioned to leverage our commercial
partnerships as and when regulatory clearance is granted by the
relevant regulators around the world.
Where we are now
Product sales have commenced in key
markets where we have authorisation to
market and sell our first product, Mevalone®
and our second product, CedrozTM.
Commercial Partnerships and Regulatory Activity
Our products are
sold in the top 3 wine
producing countries.
Product authorisations
have been granted in
24 countries.
We are expanding and
developing our base of
commercial clients and
partners.
We have trials and
registration work on-
going in 6 continents.
Both Mevalone®
and Cedroz™ are
approved in Spain
which produces 24%
of the EU’s fruit and
vegetables.
&
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IV
Eden Research plc Annual Report 2023
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Investment Case
United Nations Sustainable Development Goals
Regulatory
Drivers for
Sustainable
Solutions
Regulatory changes are
creating significant growth
opportunities for Eden’s
products and technologies.
The EU Green Deal has
a target of 25% organic
agriculture and 50%
reduction in chemical
pesticides.
Commercial
Development
Eden is resourced to
support accelerated
new product
development and
growth.
Technology
Exploitation
Eden is poised to
exploit its core
technologies beyond
biopesticides and crop
protection.
Focus on
Biological
Solutions
Eden is the only UK-
quoted company with a
focus on biopesticides
for the crop protection
market.
Eden Research plc | Annual Report 2024
Annual Report
Statements
Governance
Financial
Statements
V
Company
Overview
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Revenue
Growth
Eden has the potential
to generate significant
additional revenue in
the medium term as
new authorisations are
received and existing
and new commercial
partnerships are
‘activated’ following
approvals.
Strong
Patent
Portfolio
130 granted and
pending patents
enable strong
technological
defensibility.
Increased
Number of
Commercial
Partners
Eden is expanding
existing commercial
relationships and
is focused on the
establishment of new
partnerships.
Corteva
Agreement
This deal presents new
product opportunities
in the seed treatment
market in a number of
global territories.
Overall, the seed
treatment sector is
estimated to be worth
$6.5 billion globally.
Company
Overview
Annual Report
Statements
Governance
Financial
Statements
Eden Research plc | Annual Report 2024
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VI
Industry Applications
We work globally through multi-national and local partnerships to develop and launch solutions for challenges facing
three key industries.
Eden’s products serve as sustainable alternatives to conventional chemicals without limitations
such as residue limits, disease and pest resistance, pre-harvest intervals, long field re-entry periods,
microplastics or increasing restrictions on use.
Sustaine® is a novel
microencapsulation solution
patented by Eden, suitable for
applications in a wide range of
agricultural, animal health and
consumer products:
Sustaine® is cost effective,
useful for a wide range of
active ingredients, plastic-
free, high capacity, robust,
and sustainable.
Sustaine® encapsulates
active ingredients and
provides for the sustained
release of these ingredients
enabling their safe, more
efficient use.
Sustaine® particles are
derived from natural yeast
cells originally developed
for use in human health
applications.
Our Products
*Estimated addressable market size per year
Animal Health
Companion animal
Bio-control
Parasite treatments
Insect sprays
Consumer products
Head-lice treatment
Deodorants
Odour neutralisers
Fragrances
Crop Protection
Foliar disease & insect control
Open field & greenhouses
Soil pests
Post-harvest shelf-life
extension
Seed treatments
$50+bn*
$51bn*
$33bn*
Sustaine®
microencapsulation
technology is derived
from yeast. Multiple active
ingredients can be loaded
into the core.
When diluted in
water, pores in the
walls of the capsule
open.
Active ingredients
are released while the
pores remain open in
the presence of water.
If the capsules dry, the pores
will close again, locking in
the active ingredient until the
next re-wetting event, when
further release occurs.
WE HAVE DEVELOPED A NATURAL,
PLASTIC-FREE FORMULATION
TECHNOLOGY – SUSTAINE®
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Company
Overview
Annual Report
Statements
Governance
Financial
Statements
VII
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Our Product Focus
Our current focus is on developing products based on sustainable chemistries to protect high-value crops from pests and
disease, with equal or better performance compared to conventional pesticides. We look for opportunities to replace
conventional pesticides where regulatory action is removing these products from the market, or severely limiting their use.
Our Products
Our products give growers reduced risk, increased flexibility and security.
Exempt from
pesticide
residue limits
Allowed in
EU organic
agriculture
Can be used up
to the point of
harvest
At least equally
effective vs
conventional chemistry
Organic crops command a higher value and have a significant commercial advantage in the
valuable export markets.
OWNERSHIP of the
patents behind the
Sustaine® encapsulation
technology
FUNGICIDES
Botrytis, powdery mildew,
downy mildew
SIGNIFICANT
INVESTMENT in patent
protection and the
registration of new actives
NEMATICIDES
Root knot nematodes
PROVEN EFFICACY
with strong commercial
validation by farmers and
our partners
INSECTICIDES
Mites and whiteflies
SCOPE to exploit the
core technologies
beyond existing markets
and products
SEED TREATMENTS
Bird repellency
APPLICATIONS
Our products harness the biocidal activity of naturally occurring molecules produced by plants as part
of their defence systems. These active ingredients are known as terpenes.
Product Characteristics
Our biopesticides, formulated with Sustaine®, add value compared to conventional pesticides by:
Enabling sustained
delivery, increasing
residual efficacy and
reducing use rates
Solvent-
free, stable
formulations with
high loadings of
active ingredients
Protecting plants
from potentially
damaging chemicals
Polymer-free
formulation
technology
Low or no
preharvest
intervals giving
growers flexibility,
security and control
Tackling resistance
build-up
‘Residue
free’
(under development)
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The annual economic
losses due to B. cinerea
$10-100
Billion
Botrytis cinerea is one of the most
extensively studied fungal pathogens and
causes "grey mould” rot in more than
500 plant species
Estimated post-
harvest apple
losses caused by
B. cinerea
Potential B.
cinerea yield
losses in
grape vines
28%
50%
Food wasted
around the world
every year
Normandy
Of apples each year are
exported by France
17.6%
Poland
Food wasted
every minute
globally
Brittany
17.0%
Italy
Value of edible
food wasted in the
UK every year
PACA Region
France
1.3bn
tonnes
525
tonnes
£19
billion
$433.6
Million
Food Waste Spotlight
y
Mevalone® is proven to be efficacious against a number
of other crop diseases, including post-harvest storage
diseases on apples.
y
Used as a foliar spray in the weeks leading up to harvest,
it ensures that apples enter storage free from pathogens,
which extends their shelf life and reduces food waste.
y
Mevalone® has received full authorisation for use on
apples in France and Poland.
Top 3 EU apple producers
Export regions
Current global food waste
French exports
Sustainable Control
y
Mevalone® is used as a preventative and curative
solution for Botrytis cinerea.
y
Mevalone® is now authorised on an expanded
number of crops against diseases such as powdery
mildew, downy mildew and sclerotinia.
y
Mevalone® has recently been authorised in France
and Poland for use on apples against storage-related
diseases, thereby helping to reduce food waste in the
supply chain.
y
The terpene active ingredients are derived from
nature which means the product has a favourable
environmental profile.
y
The multi-site mode of action means risk of resistance
is minimised.
y
Free from residue limits and with short pre-harvest
intervals, it provides growers with maximum flexibility.
The cost of
controlling Botrytis
cinerea and related
species accounts
for about 8 per cent
of the fungicide
market worldwide.
8%
22.9%
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Products in action
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Normandy
Brittany
PACA
Region
Sustainable Control
y
Sustaine® microcapsules are naturally derived,
biodegradable micro-spheres produced from yeast
extract.
y
The technology produces stabilised aqueous
suspensions which are easy to mix and apply and
have phased release patterns.
y
Sustaine® is used to encapsulate the active
ingredients in Cedroz and Mevalone® and is
also effective with other natural and synthetic
compounds.
y
Eden is engaged in a number of projects around the
world to test the compatibility of Sustaine® with third
party active ingredients.
Science Spotlight
y
CedrozTM is a water-based formulation which utilises
Eden’s terpene technology to naturally fight nematodes,
a pest known to cause severe damage to crops globally
in both open fields and greenhouses.
y
In line with consumer and regulatory drivers for safer
products, CedrozTM is an attractive alternative for farmers
looking to fight nematodes in an environmentally friendly
way.
y
CedrozTM can be used on a wide range of crops including
tomatoes, strawberries, cucumbers, courgettes, peppers,
aubergines and melons.
Changing regulation
Pressure is building to cut out the use of
microplastics in agriculture. A landmark
proposal from the European Chemicals Agency
(ECHA) will restrict the use of microplastics in
agricultural products as part of a wider ban on
the intentional use of plastics.
“IN CEDROZ™, WE HAVE DEVELOPED
A BIOPESTICIDE THAT MEETS THE
DEMANDS OF MODERN-DAY FARMING,
WHETHER THAT IS IN AN OPEN FIELD
OR GREENHOUSE ENVIRONMENT.”
Sean Smith – CEO of Eden
There is increasing consumer and regulatory
pressure to cut out the use of plastic in
supply chains. Food production has faced
significant scrutiny due to its widespread use
of plastics, from farming to packaging.
In farming, microplastics are used for
encapsulation to boost the performance of
agricultural inputs, including crop protection
products. The intentional, direct application
of these products to the environment causes
agriculture to be a major contributor to
microplastics pollution.
Sustaine® is one of the only viable
alternatives to microplastics used for
encapsulation of active ingredients in these
agricultural products.
1
2
3
The majority of crops in Europe are grown in
open field. However, there is an increasing level
of investment in greenhouse and glasshouse
farming, especially for salad vegetables.
The use of greenhouses will help to reduce
emissions from the agriculture sector which is
considered a “hard to treat” area of the carbon-
cutting agenda. In addition, the use of greenhouses
cuts down on the agricultural sector’s land use by
increasing the yield of a given crop per hectare.
Being able to control conditions
indoors has been proven to
more than double yields in
some cases, reducing the
consumption of resources
required to grow crops.
1
2
3
3
2
1
2
3
1
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Company
Overview
Annual Report
Statements
Governance
Financial
Statements
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Our Markets
Significant Market Potential
A growing global
market for sustainable
products
Crop protection products formulated
with Sustaine® and Eden’s active
ingredients can help address many of
these issues:
Consumer concerns
over food safety
EU restrictions on
intentionally added
microplastics
Increasingly challenging
regulatory requirements
Farmers seeking
effective alternatives to
conventional pesticides
$11bn
The global biopesticides market is projected
to be worth more than $11 billion by 2027.
30%
of active ingredients in the EU are at medium
to high risk of failing to receive renewal of
their regulatory authorisations.
15%
The biopesticides market is growing at a
Compound Annual Growth Rate (CAGR) of
approximately 15% per annum.
$300m
Increasing time and cost of bringing
a single new conventional, synthetic
agrochemical product to market: 10 to
12 years and around $300 million.
$12.5bn
The global seed treatment market
is projected to be worth more
than $12.5 billion by 2027.
X
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Crop protection market
The growth of biopesticides is
projected to outpace the demand
for synthetic chemical pesticides in
the coming years.
North America and the EU are the
two largest biopesticide markets
at this point in time. Currently, 30%
of all pesticide sales in the EU are
biopesticides or biologicals.
The seed treatment market is
forecast to grow from $6.5 billion
in 2022 to $12.5 billion by 2027, a
CAGR of 8.3% during the forecast
period.
Product commercialisation
Product sales have commenced in key
markets where we have authorisation to
market and sell our first two commercial
products, Mevalone® and Cedroz.
Eden has new product registration
applications in-process in multiple
new countries.
Significant market
opportunities
There is high demand for sustainable
products that can compete with
conventional products on ease-of-use,
efficacy, safety, cost and reliability.
The Company has built a strong
portfolio of IP rights and know-how as
well as a growing register of national
product authorisations granting
access to key markets globally for its
customers and partners. Sustainability
drives all that we do in the
development of our products, business,
partnerships and team.
Seed Treatment
€0.6bn
€0.5bn
€1.9bn
Insecticide
Cedroz™
Mevalone®
€5.2bn
A demonstrated platform for
future product development
Active engagement
with new partners
Growing market share
Investment in research
and development
Strong intellectual property
portfolio
Regulatory approvals in a
growing list of key markets
Numerous successful
commercial partnerships
Company
Overview
Annual Report
Statements
Governance
Financial
Statements
What we do and How we do it
Developing our
product pipeline
We have a pipeline of
products at differing stages of
development targeting specific
opportunities across our key
markets. These include new
seed treatments, fungicides
and insecticides as well as new
solutions for animal health and
consumer products.
Gaining regulatory
approval
We seek regulatory authorisation
for our products on a country-
by-country or regional basis, with
approvals already granted in a
number of European countries
as well as Kenya, Mexico and
Australia. We are in the process
of extending product registration
into new territories, including
the US where we have already
received federal and multiple
state approvals.
Signing commercial
agreements
We work with our sector-
leading partners to
commercialise products
through a range of commercial
production, marketing and
distribution agreements.
Identifying suitable
industrial partners
We partner with global
and regional industry
leaders who have existing
distribution channels, local
experience and knowledge
to maximise sales of our
products. We also add value
to our partners’ products
using Sustaine® to extend IP
protection, ease regulatory
burdens and enhance
performance.
Securing patent
protection for
intellectual property
Our Sustaine® encapsulation
technology is patent
protected throughout the
world.
Investment in research
and development
We are executing a significant
research and development
programme which will
move forward multiple
pipeline products towards
commercialisation.
Generating revenue
Revenue is generated
through:
• Product sales
• Licence-based royalties
• Up-front or milestone
payments
• R&D charges
• Data sharing
Our Business Model
Eden is leveraging two technology platforms to
provide sustainable solutions for crop protection,
animal health and consumer products:
• Terpene Chemistry
• Sustaine® microencapsulation technology
Eden is leveraging two technology platforms to provide sustainable solutions for crop
protection, animal health and consumer products:
•
Terpene Chemistry
•
Sustaine® microencapsulation technology
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The Value this Creates
The Company has built a
strong portfolio of IP rights
and know-how, as well as a
growing register of national
product authorisations
granting access to key
markets globally for its
customers and partners.
Sustainability drives all that
we do in the development
of our products, business,
partnerships and team.
For partners
We give our partners
market access to
sustainable, efficient and
effective alternatives to
conventional chemical
products.
For the
environment
We use natural
chemistries to create
environmentally friendly
products which support
sustainable agriculture.
For employees
We promote the
development of our
employees through
skills enhancement and
training programmes.
For shareholders
We are well positioned
to deliver long-term
shareholder value
through further
commercialisation and
sales of our products.
For customers
We provide customers
in the crop protection,
animal health and
consumer products
sectors with sustainable,
cost-efficient and
effective alternatives to
conventional products.
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Company
Overview
Annual Report
Statements
Governance
Financial
Statements
XIV
XIV
XIV
XIV
XIV
XIV
Business Line
Diversification
We will address this by:
y Pursuing opportunities in the seed treatments market
y Developing insecticide products
y Expanding crops and diseases treated with existing
products
y Geographical diversification (seasonal and climate
variation)
y Ongoing opportunities in consumer products and
animal health
We will address this through:
y Supply chain optimisation
y Expansion of in-house screening and field trials
capability
y Accelerating commercialisation of Sustaine® for
conventional actives
y Increasing self-reliance for R&D
y Reduce time in market
Key achievements in 2024:
y Authorisation for Mevalone® received in the key
state of California
y Mevalone® authorised for use in new crops and
fungal pathogens in Spain
y 140 insecticide field trials run by potential
distribution partners so far in 2024, following
significant interest in the evaluation of Eden’s
developmental insecticide
y Authorisation for Mevalone® received in Germany
and Czechia
y Ecovelex emergency approval in Italy
y Regulatory approval for Novellus+ in Mexico
Key achievements in 2024:
y Increased capability of biological, analytical and
formulation laboratories
y Expansion of in-house technical expertise
Research,
Development
and Operations
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Our Strategy
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Company
Overview
XV
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Strengthening and
Growing the Team
We will address this through:
y Gaining regulatory clearance in new countries,
crops and diseases
y Accelerating Sustaine® business development
y Partnerships for Mevalone® in new territories
y Pursuing collaboration with majors and select
national partners
y Route to market optimisation
Key achievements in 2024:
y Strengthening of the Commercial Team with the
appointment of Humair Tariq as Global Commercial
Lead and Daniel Mulas Garcia as Global Product
and Marketing Lead
We will address this through:
y Added capacity in R&D, including microbiology,
plant biology, agronomy, and analytical chemistry
y Expansion of commercial team
y Addition of in-house regulatory expertise
y Robust approach to data quality
Key achievements in 2024:
y Lab team strengthened - formulation, analytical
and biology expertise
y Appointment of Ilshad Moulan as Head of
Regulatory Affairs
Commercial
Growth
Company
Overview
Annual Report
Statements
Governance
Financial
Statements
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Eden Research plc | Annual Report 2024
Annual Report
Statements
2
Chairman’s Statement
4
Chief Executive Officer’s Review
8
Strategic Report
10 ESG Report
Annual Report
Statements
Governance
Financial
Statements
Company
Overview
“I remain very optimistic about
Eden’s prospects and believe that
the Company is making excellent
progress toward achieving its goal of
becoming a leader in the biological
crop protection products and
solutions industry.”
Lykele van der Broek – Non-Executive Chairman
I am pleased to report that
Eden has seen another strong
year of growth with overall
revenue up 34% and product
sales also up by a similar
amount.
In addition to this, several
key milestones were reached
in 2024 which will help to
drive revenue in the short
and medium term and get
Eden to the point of cashflow
positivity, which will be a
significant milestone for the
business.
Authorisation for Mevalone® was
received in the key US state of California
at the beginning of 2024. Once certain
label restrictions have been removed,
which the Company is working hard
to achieve, the opportunity in the US
should prove to be a considerable one.
Mevalone® was also authorised for use
in new crops and fungal pathogens
in Spain which has increased the
addressable market and we are already
seeing the benefit of this in 2025.
More than 140 insecticide field trials
were run in 2024 by Eden and a number
of potential distribution partners,
following significant interest in the
evaluation of Eden’s developmental
insecticide and the team at Eden is now
negotiating to conclude commercial
arrangements.
Chairman’s Statement
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Financial
Statements
Annual Report
Statements
Company
Overview
Governance
An emergency use authorisation
was received for Ecovelex in Italy
for the second year running which
led to meaningful sales towards the
end of 2024. The Company expects
full authorisation by the Rapporteur
Member State in mid-2025 which,
once granted, will lead to approvals
from other concerned Member States
being sought which will unlock the full
potential throughout Europe.
At the end of 2024, regulatory approval
was received for Novellus+, a new,
enhanced version of Eden’s flagship
fungicide, Mevalone, in Mexico. This is
an exciting development as Novellus+
represents an evolution of Mevalone,
allowing improved rates in the field,
high levels of efficacy and a broader list
of targets, all contributing to a larger
addressable market in select territories.
As I know from my previous roles, such
as Chief Operating Officer of Bayer
CropScience, the crop protection
industry is heavily regulated, methodical,
slow-paced and, as such, often
frustrating. However, the evolution of
biopesticides is not only a very positive
development for the industry, the
environment and consumers, but also an
increasingly valuable one.
The industry has seen a significant
increase in investment in this area
through both internal development as
well as M&A activity. It’s clear that there
is a consensus that biopesticides, and
other sustainable solutions, are the
future of crop protection.
As such, I remain very optimistic about
Eden’s prospects and believe that the
Company is making excellent progress
toward achieving its goal of becoming a
leader in the biological crop protection
products and solutions industry.
I would like to thank Eden’s shareholders
for their ongoing and much appreciated
support.
Lykele van der Broek
Non-Executive Chairman
2 May 2025
Eden Research plc | Annual Report 2024
Eden Research plc | Annual Report 2024
Chief Executive Officer’s Review
“Demand for our biopesticides continues
to rise as the agriculture industry grapples
with an increased regulatory clampdown on
conventional pesticides with known detrimental
effects on the environment and human health.
We have seen a clear trend amongst farmers
looking to adopt top-tier technology to
efficiently maximise their yields and meet or
exceed increasing regulatory restrictions, paving
the way for innovative alternatives such as
Eden’s biopesticides.”
Sean Smith – Chief Executive Officer
Section one: Introduction
Over the past ten years, I’ve had the
privilege of steering the Company's growth
from a business with no registered products
to a well-established, independent
biopesticide leader, with a strong track
record in developing plant-derived crop
protection solutions for sustainable
agriculture. Today, Eden, unique among its
peers, boasts a portfolio of three products,
with an additional three in the pipeline,
regulatory clearance in 24 markets, and
over 101 crop use approvals.
The past year encapsulates the Company’s
evolution to date in more ways than one.
Not only have we delivered another year
of significant revenue growth, but we have
also gained entry into some of the world’s
most strictly regulated markets in California
and Germany, and made significant
development advancements to grow our
product offering. Advances have also been
made in our portfolio as we edge closer
towards obtaining regulatory clearance
for Ecovelex and prepare for the next
steps in the commercialisation of our first
bioinsecticide.
Macroeconomic context
Demand for our biopesticides continues
to rise as the agriculture industry grapples
with an increased regulatory clampdown
on conventional pesticides with known
detrimental effects on the environment
and human health. We have seen a
clear trend amongst farmers looking to
adopt top-tier technology to efficiently
maximise their yields and meet or exceed
increasing regulatory restrictions, paving
the way for innovative alternatives such as
Eden’s biopesticides. While these factors
add wind to the sails for Eden, more
urgent action is needed to create a faster
regulatory pathway for biopesticides,
helping to address the performance and
environmental challenges faced by farmers
worldwide.
Across Europe, currently our largest market,
product inventories eased somewhat in
the 2024 calendar year, following a year
of pesticide de-stocking. Purchasing
patterns also shifted to a more real-time
ordering approach, moving away from
the pre-buying trends which became
commonplace in the face of supply chain
issues following the pandemic. This shift
has contributed to greater visibility of the
supply chain and distribution channels
whilst providing some opportunities for
quick sales where regulatory clearances
allow.
In the US, growers have faced declining
commodity prices, which have depressed
farm incomes and led to a 10% decline in
pesticide expenditures in 2024 compared
to the previous year. With no further
indication that prices will continue to fall
sharply, these appear to have been
short-term challenges, primarily affecting
the corn and grain market, which Eden
has yet to enter in North America. Looking
ahead, ongoing antitrust litigation
may disrupt the established crop input
distribution chain that has long relied
on loyalty schemes, providing new
opportunities for alternative suppliers
to enter the market. As a relatively new
supplier to the market in the US, we are
well-placed to take advantage of this shift.
Section two:
Delivering on our strategy
Operating in an industry such as ours
requires participants to navigate a
plethora of regulatory hurdles, more
often than not outside of the Company’s
control. It presents us with a double-
edged sword. On one hand, we are at
the mercy of a regulator’s timeline. On
the other hand, the value of our growth
story and investment case depends on
the growth of our certification count.
These regulatory wins define the pace
with which we can move and the size of
the markets that we can address.
Against this backdrop, our Company
strategy remains consistent, built on four
key objectives:
a) Business line diversification
y Pursuit of opportunities in seed
treatments
y Development of insecticides
y Expand crops and diseases
treated, increasing the
addressable market for existing
products
y Geographic diversification
b) Research, development, and
operations
y Supply chain optimisation
y Expansion of in-house screening
and field trials capability
y Accelerate commercialisation of
Sustaine for conventional actives
y Increase self-reliance in R&D
y Reduce time to market
04
04
04
04
Eden Research plc | Annual Report 2024
c) Commercial growth
y Regulatory clearance in new
countries, crops, and diseases
y Proactively pursue Sustaine
business development
y Partnerships for Mevalone® and
CedrozTM in new territories
y Pursue collaboration with
majors and select national
partners
y Route to market optimisation
d) Strengthening and growing
the team
y Added capabilities in R&D,
including microbiology, plant
biology, agronomy, and
analytical chemistry
y Robust approach to data quality
y Expand commercial team
y Addition of in-house regulatory
expertise - accelerating time to
market and reducing regulatory
costs
Taking Ecovelex to market
Since Ecovelex’s launch under
emergency authorisation in Italy in
2023, we have seen strong demand
for the product from Italian farmers as
they contend with the pressures arising
from the removal of conventional
products from the market. The product
has so far meaningfully contributed
to our revenue and remains a core
part of our sales growth strategy. This
is despite recording a smaller-than-
expected product order in November
2024 compared to the previous
year’s order (due to adverse weather
conditions) which had a significant
impact on the number of hectares
planted, a static addressable market,
and stock carried over from 2023.
In November 2024, we were pleased to
have been granted an extension to our
licence under EU regulation 1107/2009.
This extension permits us to continue
selling our sustainable seed treatment
to Italian farmers under restricted
conditions.
Full, EU-wide authorisation for
Ecovelex is currently expected this
year, subject to the pace of regulatory
review and clearance. The dossier and
application have been submitted to
the Austrian authorities, who are acting
as the interzonal rapporteur member
state on behalf of the EU.
EU rapporteur member states are then
invited to ratify the authorisation or
require additional information before
granting local authorisations.
Expanding territorial reach
The growth of our flagship
biofungicide, Mevalone®, continues
apace as we seek new markets for its
sale and use, bringing its benefits to
farmers in additional corners of the
world. Mevalone now has 10 disease
targets, 97 crop uses, and market
approval in 21 different territories.
We were pleased that 2024
commenced with the announcement
of regulatory authorisation for
Mevalone® in California. This approval
is particularly noteworthy, as California
is the largest wine-producing region
in the United States, representing
approximately 84% of the nation’s
total production. Furthermore, the
State enforces stringent agricultural
regulations that prioritise sustainable
farming practices. With the timing of
this authorisation, we are positioned to
begin distributing Mevalone® to grape
growers across California through
our commercial partner, Sipcam, and
we anticipate generating significant
revenue in 2025 as we continue to
refine our commercial and marketing
strategy. Refinements of the current
label will yield additional growth
opportunities in years to come even as
some restrictions do little to dampen
enthusiasm for Mevalone® in California
and beyond.
We have also had a number of
regulatory breakthroughs for
Mevalone in Europe and elsewhere
in 2024. Notably, Eden received
regulatory authorisation for use the
use of Mevalone® on grape vines to
control Botrytis and apples to prevent
storage diseases in Germany. This was
later complemented by the news in
December that Mevalone had been
registered as an input for organic
farming across the nation. Germany
is widely considered as one of the
strictest regulatory environments
in Europe (and more broadly), and
our regulatory success here is clear
validation of the strong efficacy of
our product, as well as its flexible and
environmentally friendly qualities.
05
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
06
06
06
06
06
06
Eden Research plc | Annual Report 2024
Chief Executive Officer’s Review continued
Eden also obtained a label extension in
Spain for Mevalone, marketed as Araw
in the region. This extension expands
the biofungicide’s use to include 22
new crops on 4 new fungal diseases.
Most notably, these new crop additions
include almonds, which is one of the
largest tree crops in Spain after olives
with the nation ranking third in terms of
global production.
Our newly formulated version of
Mevalone®, marketed as Novellus+, has
achieved regulatory approval following
the Mexican authorities’ authorisation
for the product’s use against botrytis
on a range of horticultural crops. We
expect the addition of Novellus+
to meaningfully contribute to the
Company's revenues in the coming
seasons.
Building on our strong partnership
with Sumi Agro Europe across central
Europe, we were pleased to have
appointed the firm as our exclusive
distributor for Austria to help grow our
market presence in these specialist
wine and apple markets.
The growth potential of our
bionematicide was also illustrated
by Cedroz’sTM temporary approval in
Greece for use on potatoes against
wireworms for the 2024 growing
season. Wireworms, the larvae of click
beetles (Elateridae), are a significant
global agricultural pest, particularly
in temperate regions. They attack
the roots, seeds, and underground
stems of crops such as potatoes,
corn, wheat, and carrots. The severity
of the problem varies depending on
the species, soil type, climate, and
crop rotation practices. The resultant
product approval has helped buoy
CedrozTM sales and we continue to work
with Eastman and the local regulators
to secure its long-term authorised use
in Greece and elsewhere. Moreover,
wireworms represent a significant pest
for growers in certain parts of the world.
Generally, CedrozTM sales continue to
rebound after a disappointing period
caused by production issues which have
now been resolved. Revenue growth
in Morocco is particularly noteworthy,
as sales there have propelled the
country into position as one of Eden’s
largest commercial markets. We are
encouraged by Eastman’s new-found
confidence in CedrozTM following
a challenging period, and it truly
gratifying to see growers embrace
the product with such enthusiasm, as
was evident during a recent marketing
trip with Eastman to the north African
nation.
Enhancing existing products
We are currently working towards a
significant label extension for Mevalone
to include use on grapes to treat the
major crop disease, downy mildew.
Given the fast pace with which key
competitor products targeting this
disease are being removed from the
European market, this label extension
has the opportunity to dramatically
grow Mevalone’s® addressable market.
Subject to regulatory timelines, we
anticipate a positive verdict as soon as
2025. As always, the pace of regulatory
action is largely outside of Eden’s
control, and we hope to update the
market as soon as we have news on this
process.
Progressing our development
pipeline
We are also focused on the
progression of new products within
our development pipeline, which are
based on our proprietary terpene-
based chemistry and yeast-based
microencapsulation technology, though
it should be noted that with Eden’s
newly-developed in-house formulation
capabilities, we now possess a great
deal of flexibility in terms of how and
what we use to formulate our products.
The most advanced of our new
products is our first bioinsecticide which
will target key pests such as aphids,
spider mites, and whiteflies. In June,
we announced encouraging results
which involved more than 30 laboratory
trials, and more than 140 field trials
conducted in Europe and the United
States. Results showed strong efficacy
against all life stages of the target
pests and demonstrated equivalence
or superior performance when
compared with registered biological
reference products produced by some
of the world's leading biochemical
companies. We are now in the process
of negotiating an agreement with
potential commercial partners to
support our marketing efforts and help
bring this product to market. We expect
to make an announcement on our
progress in due course. Concurrently,
we are also working towards regulatory
submissions in the US and Europe.
Subject to authorisation, first sales
of the product could be achieved in
the coming year in the US, given our
active ingredients have already been
registered at a federal level.
Over the past year, we have also
started work on two additional product
candidates which are in the early stages
of development. The first of which is
a second biofungicide which is being
formulated to target late blight and
similar pathogens primarily on potatoes
and a range of other
high-value fruits and vegetables.
There has already been a considerable
amount of interest in this product, and
we are actively engaged with a number
of industry partners who are in the early
stages of screening the product.
The second of these is another
bioinsecticide. This will specifically
target Lepidoptera, an important pest
target which is not covered by our
first bioinsecticide and represents a
substantial commercial opportunity for
the company where there is a large gap
in available sustainable solutions.
Eden Research plc | Annual Report 2024
Company
Overview
Annual Report
Statements
Governance
Financial
Statements
07
Increasing team capacity and
capability
As our business continues to evolve, we
have needed to ensure that Eden has
the capabilities and capacity to keep
up with the pace of development and
regulatory workstreams. Therefore, we
are delighted to have made several
important hires in strategic areas to
guide Eden through its next growth
chapter. These include the filling of key
regulatory and commercial roles such
as Global Commercial Lead, Head of
Regulatory Affairs, and Global Product
and Marketing Lead, respectively.
Each of the individuals that we have
hired brings rich industry experience at
international agchem companies and
strong leadership in their field.
At Board level, we welcomed Derek
McAllan as a new Non-Executive
Director and Chairman of the Audit
Committee. Derek brings great balance
to the Board considering his accounting
remit as a Partner of RSM UK and
extensive background advising listed
and private businesses across the life
sciences sector.
Section three: Financial review
Revenue for the year was £4.3 million
which marked a 34% increase on the
previous year (2023: £3.2m). This reflects
a significant increase in product sales
which were £3.6m, a 38% rise on last
year’s product sales (2023: £2.6m).
Our operating loss for the year was
£2.2m (2023: loss of £1.9m).
Administrative expenses increased in
line with expansion of the development
and commercialisation team to
£3.5 million (2023: £3.0 million), while
additions to intangible assets, including
development costs, increased to
£2.5 million from £1.7 million in 2023.
While the loss before taxation decreased
to £2.2m (2023: £6.9m loss), this
was driven by a significant non-cash
impairment of intangible assets in 2023 of
£5.0m which was not repeated in 2024.
The increased strength of the Pound
Sterling against the Euro throughout
2024 (from €1.15 at the beginning
of the year to €1.21 per GBP as at
31 December 2024) negatively impacted
reported revenue by £0.2 million.
As forecast, regulatory costs have been
relatively high in 2024 due to the costs
associated with the renewal of Eden's
three active ingredients in the EU. Eden
has also invested meaningfully in the
development of its product portfolio,
both through advancing regulatory
submissions (new formulations and label
extensions of existing products) and
through laboratory and field work to
assist in the commercialisation of those
products.
Our cash balance at year-end was £3.7m
(2023: £7.4m).
At present, Eden does not expect to
need to raise additional capital to meet
its existing working capital requirements
for the foreseeable future.
There is currently no near-term plan
to pay a dividend. However, the Board
continues to review the Company's
dividend policy.
Section four: 2025 outlook
On 13 January 2025, we reiterated
our £5 million revenue forecast for
the 2025 financial year. This has been
underpinned by repeat sales of Ecovelex
made under extended emergency
approval in Italy and other European
territories, as well as sales growth
of Mevalone® and CedrozTM due to
increased market share and approvals
received in 2024.
There are a number of potential
approvals and events that have not been
included in the 2025 revenue forecast,
which would, if realised, add material
upside if these took place. These include
the following:
• Full EU authorisation for Ecovelex well
in advance of the year-end, expanding
its use beyond Italy on a long-term
basis;
• Approval of Mevalone for the
treatment of downy mildew in France,
marketed locally as Esseva; and
• Signing of a commercial agreement
for exclusive distribution rights for
Eden’s insecticide
Furthermore, we expect the ban of
competitor products to Mevalone and
Cedroz to have a positive impact on the
Company, where we are well-placed to
increase our market share. However, the
immediate effects are unpredictable
considering the potential stocking (and
allowed extended use) of these products
before their regulatory ban.
The Company’s overheads are expected
to increase in 2025 compared to 2024
as a result of the full-year impact of the
commercial and regulatory teams, but
investments in regulatory and product
development are expected to stabilise
due to the reregistration costs for our
active ingredients in the EU that took
place last year.
Section six: Summary
I would like to take the opportunity to
thank everyone who has supported
our journey to date. The backing of
shareholders, regulators, and industry
has been outstanding, but it is the
efforts and skills of our exceptional
workforce that have established a
company with such strong foundations
and an excellent culture based upon
innovation, creativity and the shared
purpose of bringing sustainable and
effective crop protection to farmers
around the world. Eden is very well-
placed to continue its growth trajectory
and maximise the potential of our
upcoming milestones.
Sean Smith
Chief Executive Officer
2 May 2025
Eden Research plc | Annual Report 2024
08
Eden Research plc | Annual Report 2024
Strategic Report
An update on TerpeneTech (UK), Eden’s
associate company, and TerpeneTech (Ireland),
Eden’s subsidiary, is also included in the Chief
Executive Officer’s Report.
Key financial performance indicators
The key performance indicators of the business are the
development and commercialisation of the Group’s products
and the management of its cash position.
Revenue derived from product sales, milestone payments and
R&D charges are considered to be key financial performance
indicators. Maintaining a low overhead base, progress towards
profitability and regulatory approvals are also key indicators.
Revenue in 2024 consisted of royalties, R&D charges and
product sales and was £4.3m compared to £3.2m in 2023. The
operating loss for the year was £2.2m compared to a loss of
£1.9m for the previous year. The loss before tax for 2024 was
£2.2m, decrease from a loss of £6.9m in the previous year.
More information on the drivers behind the performance is
included in the Chief Executive Officer’s Report.
The basic loss per share for 2024 was 0.36 pence (2023: a loss
of 1.54 pence).
Administrative expenses for the year were £3.5m (2023: £3.0m),
which reflects balancing the need to maintain a modest
overhead base with ensuring the Group has the necessary
skillset to drive growth.
Intellectual property, including development expenditure,
is written off over seven years in line with the remaining life
of the Group’s key patents, taking into account additional
protection provided by granted Supplementary Protection
Certificates.
The Group capitalised £2.5m (2023: £1.7m) of development
expenditure in the year, which is a reflection of the continued
development of the Group’s products. A significant proportion
of this expenditure relates to regulatory approvals which
strengthens the Group’s competitive advantage, ultimately
supporting sales growth.
An impairment review of Eden’s intangible assets led to a
charge of £nil in the year (2023: £5m). Further details of this
review can be found in note 12 to the financial statements.
An impairment review of Eden’s investment in its associate
company, TerpeneTech (UK), led to no charge in the year
(2023: £nil). Further details of this review can be found in note
15 to the financial statements.
Cash is safeguarded by close working capital management,
including tightly controlling the Group’s creditor position. The
cash position at the year-end was £3.7m (2023: £7.4m). This is
in line with management’s expectations.
Other key non-financial performance indicators
The regulatory approval of products and milestones related
to such processes are deemed to be key non-financial
performance indicators.
At the end of 2024, 24 (2023: 22) countries had granted
product authorisation with 101 (2023: 100) crop use approvals
for Eden’s biopesticides and 14 (2023: 10) pests and disease
targets addressed with Eden’s registered products, which
shows positive progress in this KPI and translates into
an increased addressable market from a product sales
perspective. Approvals granted in the year were in Czech
Republic, Germany and Mexico.
The progress of the development of the Group’s products is
measured against internally set timescales as well as against
the regulatory process, which are expected to result in the
registration of products. The Chief Executive Officer’s Report
contains an update regarding this progress.
The on-going registrations of the Group’s first product,
Mevalone®, for use as a pesticide is not only a key milestone
in terms of its commercialisation, but is also indicative of
the likely registrability of Eden’s future products as the three
active substances that are registered in the EU are the basis of
Eden’s future product portfolio. Thus far, Mevalone® has been
approved for use in a number of key countries whilst Eden
and its partners pursue regulatory clearance in new territories,
thereby seeking to grow Eden’s addressable market globally.
Eden’s second product, CedrozTM, is a nematicide which is
registered for sale on two continents and Eden’s commercial
collaborator, Eastman Chemical, is pursuing registration and
commercialisation of this important product in numerous
countries globally.
Review of Business
The review of this year’s business activities is as set out in the
Chairman’s Report and Chief Executive Officer’s Report.
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
09
Further commercialisation of Eden’s products and Sustaine®
encapsulation technology through supply, licensing,
evaluation and option agreements also serve as a key
indicator of the Company’s performance.
Finally, successful trial results help demonstrate the technical
and commercial viability of our intellectual property.
Principal risks and uncertainties
The Group’s prime risk is associated with the on-going
commercialisation of its intellectual property, which involves
testing of the Group’s products, obtaining regulatory
approvals, which are required for commercialisation, and
reaching a commercially beneficial arrangement for each
product to be taken to market. This is measured by comparing
actual results with forecasts that have been agreed by the
Group’s Board of Directors. The risk of commercial failure
is managed by employing suitable, experienced people in
commercial roles and engaging with partners on a regular and
professional basis.
The Group’s credit risk is primarily attributable to its trade
receivables. Credit risk is managed by running credit checks
on customers and by monitoring payments against contractual
agreements.
The Group monitors cash flow as part of its day-to-day control
procedures. The Board considers cash flow projections at
its meetings and ensures that the Group has sufficient cash
resources to meet its on-going cash flow requirements.
Due to the nature of the business, there is inherent risk of
infringement of Eden’s intellectual property rights by third
parties, and the potential infringement of third-party rights
by Eden. The risk of infringement is managed by taking (and
acting on) the relevant legal advice as and when required.
There is also inherent uncertainty surrounding the regulatory
approval of products in terms of both timing and outcome.
This risk is managed by retaining appropriately experienced
staff and contracting with expert consultants as needed.
Risk from competitors derives from existing or new products
on the market which are potentially superior to, or cheaper
than, Eden’s products. Eden continually looks to reduce costs
and improve products through development in order to
mitigate this risk.
Supply chain issues, such as availability of toll manufacturing
capacity, or low supply of raw materials, may occur. Eden
addresses this risk by sourcing raw materials from multiple
suppliers and using a number of toll manufacturers.
The retention of skilled and experienced employees is a key
risk since the work at Eden is technical. Eden manages this risk
by ensuring that staff welfare is a priority and that employees
are well incentivised to stay with the business.
The Group has evaluated the risks associated with U.S. tariffs
and determined that while the direct impact on our raw
material imports from the U.S. is minimal, there is an indirect
risk. Specifically, if the EU imposes counter-tariffs on U.S.
goods, it could lead to higher import costs, thereby affecting
our overall cost base.
Employee diversity and inclusion
The Board remains committed to a culture that encourages
the inclusion and diversity of all of the Company’s employees
through respecting and appreciating their differences and
promoting the continuous development of employees
through skills enhancement and training programmes. The
Group’s employment policies are designed to attract, retain,
train and motivate the very best people, recognising that this
can be achieved only through offering equal opportunities
regardless of gender, race, religion, age, disability, sexual
orientation or any other aspect of diversity. Applications from
disabled persons are always fully considered, bearing in mind
the aptitudes of the applicant concerned. It is the policy of
the Company that the training, career development and
promotion of disabled persons (including those who become
disabled whilst employees of the Group) should, as far as
reasonably possible, be identical to that of other employees.
Indemnity cover
The Company purchases insurance cover for Directors and
Officers to offer protection from third party claims.
Environment
The Company has an environment policy and acknowledges
that environmental considerations form an integral part of its
corporate social responsibility. The Company’s environment
committee meets to discuss ways in which the business can
contribute to its environment by getting involved in local
initiatives and also looks at ways of promoting environmental
wellbeing amongst the staff. Employees are actively
encouraged to ensure conservation of energy and resource
through awareness campaigns and positive action.
Eden Research plc | Annual Report 2024
Eden Research plc | Annual Report 2024
We are committed to delivering high standards of Environmental,
Social and Governance (ESG) performance across our business. Our
ESG Strategy is designed to integrate ESG into all that we do.
Eden Research plc | Annual Report 2024
10
ESG Report
Introduction
The Transition to Sustainable Agriculture
Shapes Market Needs
y In agriculture there is an urgent need to move to a safe,
equitable and sustainable food system.
y Our food system accounts for over a third of global CO2
emissions and is a key driver of accelerating biodiversity
loss.
y Our innovative products are positioned to serve
growing markets with more sustainable solutions. They
reduce on-farm impacts on nature, food waste and the
risks to human safety and health from conventional
agrochemicals.
y Eden’s products provide effective crop protection
resulting in improved crop yields and produce quality,
enhancing the financial sustainability of farming
businesses whilst reducing the risk to the environment.
About our ESG Strategy
y Developed with input from ESG experts to ensure that it
reflects best-practice.
y Informed by a materiality analysis to identify and
prioritise the ESG issues that matter most to the business
and are to be addressed.
y Describes our ESG focus areas and sets clear standards
that we integrate into our business strategy and
management approach.
Integrating ESG Into All that We Do
Sustainability lies at the heart of what we do at Eden. We are
focused on providing innovative and sustainable solutions to
the global agriculture industry and beyond.
We want to ensure that this mission extends to, and is
reflected in, our reporting, and we believe that setting high
ESG standards means that we can deliver more value to our
stakeholders and accelerate the contribution we make to
sustainability.
It also means that we can demonstrate high standards
of transparency and accountability, helping our investors
understand the contribution that we are making to
sustainability outcomes and evaluate our performance.
We recognise that integrating ESG is a journey and, as
for all businesses, this is just the start and we have a lot to
accomplish.
However, I am confident that our committed team and strong
processes, coupled with our sustainable innovation platforms
will deliver value for our investors and partners.
Our ESG Strategy
We deliver bio-innovation to support sustainable agriculture
supported by a resilient and efficient supply chain and our
sustainable operations.
We integrate ESG issues into our business strategy and
management approach.
Supporting the UN Sustainable Development
Goals (SDGs)
The SDGs are a call to action to end poverty, protect the
planet and ensure peace and prosperity for all. They define
a framework for action for governments and business.
Through our products, innovation expertise and sustainable
operations we believe we can make a powerful contribution
to support the SDGs. We particularly contribute to:
Reducing food waste
Protecting soil
and ecosystems
Eden Research plc | Annual Report 2024
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
11
A Resilient and Efficient Supply Chain
Manufacturing
Safely
Ensuring high health and safety
standards are applied in the
manufacture of our products.
Protecting the
environment and climate
Reducing greenhouse gas
emissions, improving resource
efficiency, supporting the circular
economy and reducing air
pollution.
Protecting
Human Rights
Protecting human rights and
managing risks associated
with modern slavery across our
supply chain.
Our Ingredients
Applying high standards to ensure
the quality and sustainability of the
ingredients used for the manufacture
of our innovative products, including
yeast extract – a key building block
of our Sustaine® microcapsules, and
terpenes – the nature identical active
substances in our products.
Our Manufacturing
Working with leading manufacturers
who apply robust sustainability
standards to reduce environmental
impacts and ensure safety in the
manufacture of our products.
Our Priorities:
Working with leading suppliers of raw materials and high-quality
manufacturers. We work with our partners to manage ESG issues
across our supply chain.
CASE STUDY:
Manufacturing Excellence
We work with partners, such as Sipcam-Oxon, to manufacture a number
of our key products.
Our products are manufactured at Sipcam’s facility near Milan, Italy.
Sipcam is a specialist in the manufacture and marketing of
agrochemicals. Sipcam is a Responsible Care company, the chemical
industry’s environmental, health and safety initiative to drive continuous
improvement in performance. Its sites are also certified to the ISO14001
environmental management system standard.
Sipcam
We apply high standards in our
own operations. Our operations are
centered around the Company’s
laboratory facility in Milton Park,
Oxfordshire.
Eden’s team brings deep experience
in bio-innovation for sustainable
agriculture.
Acting Safely
Protecting our team by applying
the highest standards of health
and safety in our own operations.
Reducing Our
Environmental Impacts
Minimising our operational
impact by reducing greenhouse
gas emissions and reducing
waste.
Acting Ethically
Applying best practices in
business ethics including in
the prevention of bribery and
corruption, fraud and ensuring
legal compliance.
Developing a
Diverse Team
Building a diverse, engaged and
highly skilled team through the
attraction, development and
retention of the best talent.
Our Priorities:
Sustainable
Operations
Delivering our ESG
standards at our laboratory
Our laboratory facility in Oxfordshire has
allowed us to establish high ESG standards in
research and testing. We follow best practice
standards to manage risks, including to safety,
the environment and to ensure high quality
standards.
Eden’s laboratory also has sophisticated
equipment to analyse a wide range of
compounds from a chemical and physical
standpoint and the ability to perform lab scale
formulation development and stability testing
(rheometry, homogenisation, particle size
analysis, etc).
Our in-house capabilities will speed the
commercialisation and deployment of new
sustainable products.
Eden Research plc | Annual Report 2024
12
ESG Report continued
Leading innovation in sustainable
biopesticides and plastic-free
encapsulation to deliver products that
improve agricultural sustainability. Our
innovative products are derived from
natural plant chemistry and used on
high-value fruits and vegetables to
improve crop yields and marketability.
They address key sustainable agriculture
drivers including:
Safe products
Ensuring our products are safe
for people and the environment
including in use and disposal
Reducing food waste
and toxic residues
Reducing food waste by improving
produce treatment and processing
and reducing toxic residues
Protecting soil and water
Reducing the application and
release of toxic, bio-accumulative
or persistent chemicals and plastic
pollution to soil and water.
Our Priorities:
Consumer demand
for residue-free
produce
Protecting soil
health and
reducing impact
on biodiversity
CASE STUDY:
Eden’s product, Mevalone®, can be used to extend the shelf-life of
produce. Approved for use on grapes, apples, kiwis, aubergines,
pomegranates, spring onions and more, Mevalone® is exempt from
pesticide residue limits due to its favourable safety profile. In contrast
to many conventional chemistries, it can be applied up to the point of
harvest giving flexibility to growers and allowing treatment to extend
shelf life.
Extending shelf life can dramatically reduce food waste in the supply
chain and consumer homes. Globally, 25-30% of all food produced is
wasted. Not only does this have a significant financial impact on the food
industry and in homes, but it also has a significant impact on our climate
with food waste accounting for up to 10% of global CO2 emissions.
Tackling food waste also means we can protect nature by limiting the
need for agricultural land.
Our Impact on
Food Waste
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
13
Bio-Innovation for Sustainable Agriculture
Eden Research plc | Annual Report 2024
Eden Research plc | Annual Report 2024
14
How we will deliver on ESG
Integrated into the business: We integrate ESG into our
business strategy and management practices and consider
the implications of key business decisions on our ESG
performance.
Integrating ESG into innovation is a key focus: As an
innovation led business our innovation strategy and pipeline
are key opportunities to deliver improved ESG outcomes. We
actively consider ESG opportunities and risks in our innovation
strategy.
Integrating into governance: We integrate ESG
considerations into roles and responsibilities of key leaders.
• Delivery of our ESG plan is the responsibility of the Eden
Research CEO.
• Our ESG Steering Committee coordinates and drives our
ESG actions.
• We report our performance regularly to the Board.
ESG Drives our Future Growth
The sustainability challenge
Our agricultural system faces the dual challenge of safely
feeding a growing population while decarbonising and
protecting human health and the natural environment.
Leadership in bio-innovation positions Eden Research
for growth
Our unique technologies provide important solutions to some
of the most pressing sustainable agriculture challenges. As
the world transitions towards a sustainable agri-food system,
products that can deliver more sustainable outcomes are set
for significant growth.
Our ESG approach will drive impact
Our sustainable agriculture solutions, delivered through our
integrated ESG platform make Eden Research an exciting
opportunity for ESG investors.
Sean Smith
Chief Executive Officer
Eden’s formulations are well
suited for a wide range of
crop protection applications.
The fact that our Sustaine®
encapsulation technology
is completely free from
microplastics is just one of
the elements that makes
them stand out in this
rapidly evolving market.”
Identify and address gaps in our
ESG management.
Establish specific ESG targets,
including KPI’s and metrics.
Define reporting output.
Our future plans
Our next steps on ESG are to:
01
02
03
ESG Report continued
The Board has identified that its key
stakeholders are its:
• workforce
• shareholders
• customers
• regulators
Eden’s core values, which are professionalism,
integrity, effectiveness and dynamism, reflect the
Company’s commitment to do the right thing simply
because it is the right thing to do. The requirement
to adhere to this principle is embedded within all job
descriptions across the Group.
Throughout the year, the Board considered the wider
impact of strategic and operational decisions on the
Company’s stakeholders.
Section 172 statement
The Directors are
fully aware of their
responsibilities to promote
the success of the Company
in accordance with s172
of the Companies Act and
have acted in accordance
with these responsibilities
during the year.
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
Our workforce
Our workforce is fundamental to the long-term success of the
Company. We have various engagement mechanisms, many
of which have been in place for a number of years. The team
at Eden generally meets every Monday morning to review the
various on-going projects and plan the week ahead. Annual
employee reviews are undertaken and regular communication
takes place between management and staff to ensure that
any concerns or issues are identified and appropriately
addressed. The Company provides training to employees as
well as arranging social occasions to promote the well-being
and connectivity of the team.
Shareholders
The support and engagement of our shareholders is
imperative to the future success of our business. In all of its
decision making, the Board ensures that it acts fairly with
regard to members of the Company. We have productive,
ongoing dialogue with a number of our investors. We are
also in touch with all of our shareholders at least three times
a year with information about shareholder meetings and the
Company’s financial results. We have regular meetings with
institutional and other investors, research analysts, market
commentators and advisors to understand shareholder views
and address any concerns.
Customers
The commercial team at Eden is in regular contact with our
customers to ensure that they are satisfied with the products
that Eden is selling to them, or that any projects that are
taking place with them are on track and without issue. Face
to face meetings take place, as well as other communication
such as emails or video or phone conferences, which allow
for an on-going dialogue with the objective of reducing
any potential issues or concerns. A project management
system is operated by Eden to ensure that all customers are
communicated with on a regular basis to keep customers
satisfied as much as possible.
Regulators
The regulatory team at Eden, which includes both employees
and expert consultants, communicates directly with
regulators around the world to promote an efficient and
successful relationship. Clearly, regulation is a key factor in
Eden’s industries and so it is important for the team at Eden
to be in regular contact with regulators to promote the long-
term success of the business through the approval of product
marketing authorisations. The regulatory team also keeps
itself up to date on regulatory matters through training and
relevant publications.
On behalf of the board:
Sean Smith
Chief Executive Officer
2 May 2025
Eden Research plc | Annual Report 2024
15
Strategic Report continued
16
Eden Research plc | Annual Report 2024
Eden Research plc | Annual Report 2024
Governance
18 Board of Directors
22 Chairman’s letter
24 Business model and strategy
26 The QCA Corporate Governance Code
32 Remuneration Report
36 Audit Committee Report
39 Directors’ Report
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
17
Eden Research plc Annual Report 2023
Eden Research plc Annual Report 2023
18
Eden Research plc | Annual Report 2024
Board of Directors
Lykele van der Broek,
Non-Executive Chairman
Sean Smith,
Chief Executive Officer
Appointed
October 2017 (Board)
January 2018 (Chairman)
Appointed
September 2014
Independent
Yes
Independent
No
Full-time (FT) or part-time (PT)
PT – 10 days per year
Full-time (FT) or part-time (PT)
FT
Background and experience
Lykele retired as a Member of the
Board of Management of Bayer
CropScience, a division of Bayer AG,
in 2014, having been responsible for
the commercialisation of innovative
agricultural products and services
globally. Prior to this, he held senior
international roles including the Head of
Bayer CropScience’s BioScience division
and President of the Bayer HealthCare
Animal Health division.
Background and experience
Sean has a bachelor’s degree in
microbiology and over 25 years of
experience in the speciality chemicals
and industrial biotechnology industries.
He has held senior commercial
leadership roles ranging from sales and
marketing to business management
and intellectual property licensing in
blue chip companies such as Ciba
(now BASF) and Honeywell. In recent
years, Sean has focused on technology
commercialisation through licensing
and company formation working
with Intellectual Ventures and several
start-ups.
Committee membership
y AIM Compliance Committee
(Chairman)
y Nominations Committee (Chairman)
y Remuneration Committee
(Chairman)
y Audit Committee
Committee membership
None
External appointments
Genus plc (Non-Executive Director) –
retired 22 November 2023
External appointments
None
Eden Research plc Annual Report 2023
Eden Research plc Annual Report 2023
19
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
Eden Research plc | Annual Report 2024
Alex Abrey,
Chief Financial Officer
Robin Cridland,
Non-Executive Director
Derek McAllan,
Non-Executive Director
Appointed
September 2007
Appointed
May 2015
Appointed
May 2024
Independent
No
Independent
Yes
Independent
Yes
Full-time (FT) or part-time (PT)
FT
Full-time (FT) or part-time (PT)
PT – 10 days per year
Full-time (FT) or part-time (PT)
PT – 10 days per year
Background and experience
Alex, a Chartered Certified Accountant,
joined the Board in September 2007,
having been Chief Accountant to Eden
for the previous four years. He has acted
as Financial Director to a diverse range
of businesses including a financial and
management consultancy business
based in Oxfordshire, a medical
waste management company and an
intellectual property licensee involved
in plastics manufacturing. Alex has over
twenty years’ experience in both practice
and industry.
Background and experience
Rob served as Chief Financial Officer
and Company Secretary of Itaconix plc
until the end of August 2018. He joined
Itaconix in September 2008 from Renovo
Group plc where he spent seven years
as Executive Director of Finance and
Business Development. He began his
career at Coopers & Lybrand Deloitte,
before moving on to senior transactional
roles at Enskilda Securities and senior
finance and transactional roles at
GlaxoWellcome and GlaxoSmithKline.
Background and experience
Derek is currently a Partner of RSM UK,
a leading provider of audit, tax and
consulting services in the UK, where he
is responsible for business development
and client service across a portfolio of
companies. Prior to his move to RSM UK
in 2020, Derek acted as an audit Partner
at KPMG for seventeen years during
which he had a significant number of
life science clients including some with
which he worked from their inception to
ultimate exit/IPO and beyond (including
listings on NASDAQ, AIM, and trade
sales).
Committee membership
None
Committee membership
y Audit Committee (Chairman)
y Nominations Committee
y AIM Compliance Committee
y Remuneration Committee
Committee membership
y Audit Committee (Chairman)
y Nominations Committee
y AIM Committee
y Remuneration Committee
External appointments
Ricewood Ltd (Director)
External appointments
RJSC Family Limited (Director)
External appointments
RSM UK Consulting LLP (LLP Member)
RSM UK Tax and advisory services LLP
(LLP Member)
Jouldings Holdings (Non- Statutory
Non-Executive Director)
Eden Research plc | Annual Report 2024
20
20
Attendance at Board and Committee meetings
Board and Committee meetings are scheduled in advance
for each calendar year. Additional meetings are arranged as
necessary to review strategic and financial plans.
The scheduled Board and Committee meetings and
attendance during the year ended 31 December 2024 were as
follows:
Director
Role
Board
(12 meetings)
AIM
Compliance
(1 meeting)
Remuneration
& Nominations
(3 meetings)
Audit
(5 meetings)
A Abrey
Chief Financial Officer
R Cridland
Non-Executive Director
D McAllan
Non-Executive Director
S Smith
Chief Executive Officer
L van der Broek
Non-Executive Chairman
The role of each committee can be found on page 39 and 40.
Professional development and training
Alex Abrey is a Chartered Certified Accountant. As part of his
professional development, he attends relevant courses and
maintains his qualification through Continuing Professional
Development under the Association of Certified Chartered
Accountants.
Robin Cridland qualified as a Chartered Accountant with the
Institute of Chartered Accountants in England and Wales
(ICAEW) in 1992. As part of his professional development, he
attends relevant updates and courses through Continuing
Professional Development under the ICAEW requirements.
Sean Smith has access to online tools and courses and attends
industry conferences including the Association of Biocontrol
Industry Manufacturers.
Lykele van der Broek keeps up-to-date by regularly reading
economic and management literature, by being briefed
by external advisors on matters such as remuneration and
corporate governance, and liaising with consultants who
inform the Board of changes in legislation, best practice or
public perception.
Derek McAllan qualified at KPMG as a Chartered Accountant
with the Institute of Chartered Accountants in England and
Wales (ICAEW) in 1992. Derek continues to practice with RSM
and maintains his professional development attending both
RSM and external courses and training in accordance with
ICAEW requirements.
Board of Directors continued
Eden Research plc | Annual Report 2024
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
21
Board skill-set
Director
Product supply
chain and
management
Intellectual
Property
Chemicals
Industry
General
management
Other public
Company
(Board level)
Funding
A Abrey
–
R Cridland
D McAllan
–
–
–
S Smith
–
L van der Broek
–
–
External advisors
The Company uses external advisors, where necessary, as follows:
Advisor
Role
Nominated Advisor
Provides advice on AIM Compliance
Commercial lawyer
Provides advice on legal issues, such as commercial agreements
Regulatory lawyer
Provides advice on regulatory aspects of the business
The Board’s Role
The Board, under the Chairman’s leadership, is responsible for ensuring our long-term success.
It informs and approves our strategy and corporate goals and monitors our performance against them. It determines that
we have the necessary resources, systems and controls to achieve our objectives, and assesses the culture and standards of
behaviour throughout Eden.
The Board is also responsible for other critical decisions, including approving strategy, medium term plans and corporate
budgets; ensuring we have the right funding; approving material contracts and other third-party arrangements; and reporting
to shareholders.
The Directors believe that the Board, taken as a whole, has sufficient expertise and a variety of complementary skills for the
Company to operate and develop its business satisfactorily for the benefit of the shareholders over the medium to long-term.
As the Company grows, the Board will inevitably grow, which will provide an opportunity for the gender imbalance that the
Board currently has, to be addressed.
Internal advisors
The Company Secretary is the only internal advisor that the Company currently has.
The Company Secretary is responsible for the efficient administration of Eden, particularly with regard to ensuring compliance
with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.
Eden Research plc | Annual Report 2024
22
Dear shareholder,
The Directors have adopted the
principles set out in the Quoted
Companies Alliance Governance Code.
The Directors have applied these
principles, as far as practicable and
appropriate for a relatively small public
company, as follows:
The Board currently comprises
two Executive Directors and three
Non-Executive Directors.
The Board meets regularly to consider
strategy, performance and the
framework of internal controls.
To enable the Board to discharge its
duties, all Directors receive appropriate
and timely information. Briefing papers
are distributed to all Directors in
advance of Board meetings.
All Directors have access to the advice
and services of the Company Secretary
and the Chief Financial Officer, who is
responsible for ensuring that the Board
procedures are followed, and that
applicable rules and regulations are
complied with.
In addition, procedures are in place
to enable the Directors to obtain
independent professional advice in the
furtherance of their duties, if necessary,
at the Company’s expense.
The Directors of Eden champion
openness and accountability at every
level. This involves focusing on
how this takes place throughout the
Company and on those who act on its
behalf.
The quality of our governance is
evident in the way we conduct business
and how we treat our workforce,
customers and suppliers.
The Board sets the framework of values
within which the desired corporate
culture can evolve and thrive.
Ownership of the values is
strengthened by a collaborative
approach by both the leadership and
the workforce being involved in a two-
way process to define the Company’s
values.
Clear messages are given through
decisions, strategies and conduct.
Directors reinforce values through their
own behaviour and decisions.
To increase the effectiveness, Executive
and Non-Executive Directors have
increased visibility.
The quality of our governance is
evident in the way we conduct
business and how we treat our
workforce, customers and suppliers.“
Lykele van der Broek
Non-Executive Chairman
Chairman’s letter
Eden Research plc | Annual Report 2024
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
23
The Board demonstrates ethical
leadership and displays the behaviours it
expects from others and communicates
what it considers to be acceptable
business practice, and it considers
appropriate behaviours when setting
strategy and financial targets.
The Company seeks to keep its strategy
consistent with its purpose and values
and its responsibilities for long-term
success and to contribute to wider
society.
Values are embedded at every level of
the organisation and the Board seeks
assurance from management that it has
effectively embedded the Company’s
purpose and values in operational
policies and practices including aligning
incentives, rewards and promotion
decisions to values.
Values and expected behaviours are
reinforced through our recruitment,
promotion, reward, performance
management and policies, processes
and practices.
Our reward structures produce
appropriate incentives to encourage
desired behaviours and responsible
and appropriate risk-taking and
management consistently communicates
values and expected behaviours widely
and clearly across the Company and
ensures that they are understood by the
workforce.
Management also encourages suppliers
to meet the expected standards of
behaviour.
.
Values and expected
behaviours include:-
y Honesty
y Openness
y Transparency
y Respect
y Adaptability
y Reliability
y Recognition
y Acceptance of challenge
y Accountability
y A sense of shared purpose
y Professionalism, integrity,
effectiveness and dynamism
The Board is alert to signs of possible
cultural problems and recognises that
the workforce is a vital source of insight
into the culture of the Company.
Monitoring of effectiveness
Monitoring efforts are focused on
existing internal capabilities and
information:-
y Training data
y Recruitment, reward and promotion
decisions
y Use of non-disclosure agreements
y Whistleblowing, grievance and
‘speak-up’ data
y Board interaction with senior
management and workforce
y Health and safety data, including
near misses
y Promptness of payments to
suppliers
y Attitudes to regulators, internal audit
(if applicable) and employees
Areas including human resources,
audit and risk, and compliance
offer an integrated approach to aid
understanding of how behaviours and
culture impact performance and offer
analysis and advice the Board.
The Board identifies areas of good
practice and excellence that are used to
drive up standards across the business
which reinforces the value that a healthy
culture adds.
Lykele van der Broek
Non-Executive Chairman
Eden Research plc | Annual Report 2024
24
24
Business model and strategy
Key challenges
Our vision is to be the leader in sustainable bioactive products enabled
or enhanced by our novel encapsulation and delivery technologies, in
crop protection, animal health and consumer products.
Key challenges
We will address these by:
Stable financial base and revenue growth • Continuing to evolve our business model to focus primarily on product sales
• Signing further agreements with industry partners to expand commercialisation of
our products
• Ensuring a well-funded balance sheet
Product development
Growing a diverse product development
pipeline
• Furthering development of the encapsulation technology for new applications
• Investing in patents for new market opportunities
• Building our internal technical resources in terms of capability and capacity
Geographic expansion
Targeting new geographies where there is
a demand for sustainable solutions
• Extending registrations for product authorisation into new territories
• Investing in patent protection for
our intellectual property in new territories
• Identifying suitable industrial partners with access to new geographies and
customers
The Company’s business model
can be found on the Company’s
website www.edenresearch.com.
25
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
Eden Research plc | Annual Report 2024
26
The QCA Corporate Governance Code
In accordance with Aim
Rule 26 of the AIM rules for
companies, the corporate
governance code that the
Board of Directors has chosen
to apply and benchmark
against is The QCA Corporate
Governance Code.
The Company acknowledges the new QCA Code
but notes that it is not required to comply with it yet.
However, its adoption is being considered for future
periods, notably the period commencing 1 January
2025, which is the first period in which Eden will be
required to comply with the new Code.
This information is reviewed annually:
Last review date March 2025.
Published Disclosures:
Principle
No.
Principle
Location of
disclosure
1
Establish a strategy
and business model
which promote
long-term value for
shareholders
ANNUAL
REPORT &
ACCOUNTS
See page XII
WEBSITE
2
Seek to understand
and meet
shareholder needs
and expectations
ANNUAL
REPORT &
ACCOUNTS
WEBSITE
3
Take into account
wider stakeholder
and social
responsibilities and
their implications for
long-term success
WEBSITE
4
Embed effective
risk management,
considering both
opportunities and
threats, throughout
the organisation
ANNUAL
REPORT &
ACCOUNTS
See pages 8-9
WEBSITE
5
Maintain the board
as a well-functioning,
balanced team led by
the chair
ANNUAL
REPORT &
ACCOUNTS
See pages
18-19
WEBSITE
Eden Research plc | Annual Report 2024
27
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
Disclosure Detail Required
Disclosure
status
Explanation
Link
DISCLOSURE: Explain the Company’s business model
and strategy, including key challenges in their execution
(and how those will be addressed).
Compliant
The Company seeks to keep its
strategy consistent with its purpose
and values and its responsibilities
for long-term success and to
contribute to wider society.
Business
model and
strategy
DISCLOSURE: Explain the ways in which the Company
seeks to engage with shareholders and how successful
this has been.
This should include information on those responsible for
shareholder liaison or specification of the point of contact
for such matters.
Compliant
The CEO + CFO communicate
regularly with shareholders,
investors and analysts, including at
our half yearly results roadshows.
The full Board is available at the
Annual General Meeting (AGM) to
communicate with shareholders.
Shareholder
engagement
DISCLOSURE: Explain how the business model identifies
the key resources and relationships on which the
business relies.
Explain how the Company obtains feedback from
stakeholders and the actions that have been generated
as a result of this feedback (e.g. changes to inputs or
improvements in products).
Compliant
The Board has identified the main
stakeholders in the business and
regularly discusses how employees,
suppliers and customers and others
might be affected by decisions and
developments in the business.
We constantly strive to enhance
our environmental and social
credentials.
In order to obtain feedback from
stakeholders, management meets
regularly with them. The Company’s
website, email footers and business
cards all provide contact details of
the relevant person at the Company
that they can use, should they need
to get in touch.
Stakeholder
engagement
and social
responsibility
DISCLOSURE: Describe how the board has embedded
effective risk management in order to execute and deliver
strategy.
This should include a description of what the board
does to identify, assess and manage risk and how it gets
assurance that the risk management and related control
systems in place are effective.
Compliant
Both the Board and Audit
Committee regularly review risks,
including new threats and the
processes to mitigate and contain
them.
Whilst the Board is responsible for
risk, our culture seeks to encourage
all colleagues to manage risk
effectively.
Effective risk
management
DISCLOSURE: Identify those directors who are
considered to be independent; where there are grounds
to question the independence of a director, through
length of service or otherwise, this must be explained.
Describe the time commitment required from directors
(including non- executive directors as well as part-time
executive directors).
Include the number of meetings of the board (and
any committees) during the year, together with the
attendance record of each director.
Compliant
The Board works well together as
a team.
Meetings are characterised by
lively discussion and active idea
generation and management are
rigorously challenged and held to
account.
Board
composition,
Board culture,
dynamics and
contribution
Eden Research plc | Annual Report 2024
28
Principle
No.
Principle
Location of
disclosure
Disclosure Detail Required
6
Ensure that
between them the
directors have the
necessary up-to-date
experience, skills and
capabilities
ANNUAL
REPORT &
ACCOUNTS
See page 21
WEBSITE
DISCLOSURE: Identify each director.
Describe the relevant experience, skills and personal qualities and
capabilities that each director brings to the board (a simple list of current
and past roles is insufficient); the statement should demonstrate how the
board as a whole contains (or will contain) the necessary mix of experience,
skills, personal qualities (including gender balance) and capabilities to
deliver the strategy of the company for the benefit of the shareholders over
the medium to long-term.
• Explain how each director keeps his/her skillset up-to-date.
• Where the board or any committee has sought external advice on a
significant matter, this must be described and explained.
• Where external advisers to the board or any of its committees have been
engaged, explain their role.
• Describe any internal advisory responsibilities, such as the roles
performed by the Company secretary and the senior independent
director, in advising and supporting the board.
7
Evaluate board
performance
based
on clear and
relevant objectives,
seeking continuous
improvement
WEBSITE
DISCLOSURE: Include a high-level explanation of the board performance
effectiveness process.
Where a board performance evaluation has taken place in the year,
provide a brief overview of it, how it was conducted and its results and
recommendations. Progress against previous recommendations should also
be addressed.
DISCLOSURE: Include a more detailed description of the board
performance evaluation process/cycle adopted by the company. This
should include a summary of: The criteria against which board, committee,
and individual effectiveness is considered;
• How evaluation procedures have evolved from previous years, the results
of the evaluation process and action taken or planned as a result; and
• How often board evaluations take place.
• Explain how the Company approaches succession planning and the
processes by which it determines board and other senior management
appointments, including any links to the board evaluation process.
8
Promote a corporate
culture that is based
on ethical values and
behaviours
ANNUAL
REPORT &
ACCOUNTS
See
Chairman’s
Letter on
pages 2-3
WEBSITE
DISCLOSURE: Include in the Chair’s corporate governance statement
how the culture is consistent with the Company’s objectives, strategy and
business model in the strategic report and with the description of principal
risks and uncertainties.
The statement should explain what the board does to monitor and promote
a healthy corporate culture and how the board assesses the state of the
culture at present.
DISCLOSURE: Explain how the board ensures that the Company has the
means to determine that ethical values and behaviours are recognised and
respected.
Eden Research plc | Annual Report 2024
The QCA Corporate Governance Code continued
29
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
Disclosure
status
Explanation
Link
Compliant
We assess the adequacy of the
Board’s collective skills and
experience and Directors’ individual
development needs are discussed
annually with the Chairman.
Professional
development
and training
Compliant
The Board regularly considers the
effectiveness and relevance of its
contributions. Any learning and
development needs are reviewed
and continual improvement
implemented.
Board performance
Compliant
The Board sets the framework of
values within which the desired
corporate culture can evolve and
thrive.
Ownership of the values is
strengthened by a collaborative
approach by both the leadership
and the workforce being involved
in a two-way process to define the
Company’s values.
Corporate culture
Eden Research plc | Annual Report 2024
30
Eden Research plc | Annual Report 2024
Principle
No.
Principle
Location of
disclosure
Disclosure Detail Required
9
Maintain governance
structures and
processes that are
fit for purpose
and support good
decision-making by
the board
WEBSITE
DISCLOSURE: In addition to the high level explanation of the application of
the QCA Code set out in the chair’s corporate governance statement:
• Describe the roles and responsibilities of the chair, chief executive and
any other directors who have specific individual responsibilities or remits
(e.g. for engagement with shareholders or other stakeholder Groups).
• Describe the roles of any committees (e.g. audit, remuneration and
nomination committees) setting out any terms of reference and matters
reserved by the board for its consideration.
• Describe which matters are reserved for the board.
• Describe any plans for evolution of the governance framework in line
with
the company’s plans for growth.
10
Communicate
how the Company
is governed and
is performing
by maintaining
a dialogue with
shareholders and
other relevant
stakeholders
ANNUAL
REPORT &
ACCOUNTS
WEBSITE
DISCLOSURE: Describe the work of any board committees undertaken
during the year.
Include an audit committee report (or equivalent report if such committee is
not in place).
Include a remuneration committee report (or equivalent report
if such committee is not in place).
If the Company has not published one or more of the disclosures set out
under Principles 1-9, the omitted disclosures must be identified and the
reason for their omission explained.
WEBSITE DISCLOSURE: Disclose the outcomes of all votes in a clear and
transparent manner.
Where a significant proportion of votes (e.g. 20% of independent votes) have
been cast against a resolution at any general meeting, the company should
include, on a timely basis, an explanation of what actions it intends to take to
understand the reasons behind that vote result, and, where appropriate, any
different action it has taken, or will take, as a result of the vote.
Include historical annual reports and other governance-related material,
including notices of all general meetings over the last five years.
The QCA Corporate Governance Code continued
31
Eden Research plc | Annual Report 2024
Disclosure
status
Explanation
Link
Compliant
The Board is responsible for
the Company’s overall strategic
direction and management
and for the establishment and
maintenance of a framework of
delegated authorities and controls
to ensure the efficient and effective
management of the Company’s
operations.
Corporate
governance structure
Compliant
The Investors section of our
website includes our results,
presentations and communications
to shareholders. We release the
results of general meetings through
a regulatory news services and also
on the Regulatory News Section of
our website.
Audit committee
terms of reference
Audit committee
report
Remuneration
committee report
Remuneration
committee terms of
reference
AGM Voting
outcomes
Annual reports
Notices of general
meetings
32
Eden Research plc | Annual Report 2024
Remuneration Report
Introduction
The Remuneration Policy for Eden Research plc includes the
three main elements of remuneration; salary, cash bonus and
equity incentive.
The policy is based on market facing structures, precedented
in other AIM listed companies. The policy has been prepared
for the Executive Directors, however it is intended that the
principles should apply to all staff.
An important principle is that the elements of remuneration
should not overlap (to ensure that an Executive is not
rewarded more than once for the same achievement).
Salary is a reward for the day-to-day execution of a role (which
is documented in a job description).
The cash bonus is a reward for the achievement of challenging
milestones in a year, such as exceeding revenue and EBITDA
targets, or signing new distribution agreements over a certain
value, over and above the day-to-day role and linked to
significant commercial progress.
The equity incentive should deliver value to the Executive in
the medium to long term, based on a sustainable increase in
the share price over the corresponding period of time, and
of a magnitude related to the actual increase in share price,
in order to align management’s incentive with the interests of
shareholders.
The Remuneration Committee has absolute discretion in the
application of these principles and may make adjustments,
where appropriate, and acting reasonably.
Salary
A salary review usually occurs in Q4 each year, to take
effect from 1 January in the following year, unless a market
adjustment is required at a different time.
Generally, salaries are benchmarked and comparable to
similar positions in similar sized AIM listed companies in
similar industry segments.
Cash Bonus
Bonuses are paid to the extent their payment does not
shorten the funded runway of the business to less than
eighteen months, based upon an up-to-date forecast using
reasonable assumptions, as agreed by the Board (the “cash
override”). This figure may be adjusted by the Remuneration
Committee.
The Target bonus levels are a percentage of salary.
The Target is generally made up of, and released
incrementally by:
• the achievement of new commercial partnership deals and
other commercial milestones (e.g. regulatory approvals)
• the return received on such agreements
• meeting or exceeding revenue, EBITDA and earnings
targets
As the business matures, the balance between deal value,
other commercial milestones and revenue / contribution /
profit is expected to transition in weighting (i.e. from deals
through other milestones towards profit).
Bonus payments are calculated prior to completion of (and
included in) the Annual Report and paid out after the Annual
Report has been approved by the Board and the auditors.
Equity Incentive
Unapproved share option scheme
The Company operated an unapproved share option scheme
for Executive Directors, senior management and certain
employees up to 28 September 2017.
Long-Term Incentive Plan (“LTIP”)
Since September 2017 Eden has operated an option scheme
for Executive Directors, senior management and certain
employees under a LTIP which allows for certain qualifying
grants to be HMRC approved.
33
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
Eden Research plc | Annual Report 2024
In 2021, certain changes were made to the LTIP in connection
with a financing round completed in 2020, further details of
which can be found below.
Application of the Policy
Emoluments
Details of the remuneration of those who served as Directors
during the year are set out below.
Base salary
2024
£
2023
£
Executive Directors
S Smith
303,541
289,030
A Abrey
228,042
217,100
Non-Executive Directors
D McAllan
*26,254
0
L van der Broek
45,000
45,000
R Cridland
40,000
40,000
R Horsman
**11,667
35,000
* D McAllan was appointed on 7 May 2024 and was paid a proportionate
amount of the base salary.
** R Horsman resigned on 31 January 2024.
The changes to the Executive Directors salaries in 2024 were
the result of an external benchmarking exercise.
The Company operates its annual, discretionary cash bonus
scheme for the Executive Directors only.
For 2024, the target bonus levels and actual bonus achieved
for Executive Directors were:
Sean Smith
70% of base salary, achieved 24.50%
(£74,368), (2023: 70% of base salary,
achieved 54.25% (£156,799)
Alex Abrey
70% of base salary, achieved 24.50%
(£55,870), (2023: 70% of base salary,
achieved 54.25% (£117,777))
The Committee considers that the performance metrics
underpinning the annual, discretionary cash bonus scheme are
in line with shareholders’ reasonable expectations.
Pensions
For the Executive Directors, the Company makes contributions
to a defined contribution pension scheme. The Company
contributes a maximum of 7% provided that the Director
makes a minimum 4% contribution. Below this, the Company
contributes the same percentage as the Director.
Share-based payments
The share options granted to individual Directors to date are
shown below and include grants made in prior years.
Non-Executive Directors
Non-Executive Directors receive a fee only, with no additional
benefits, bonuses or option grants.
Directors’ contracts
The Executive Directors have a service contract of indefinite
term with a notice period of no more than six months.
Non-Executive Directors have Letters of Appointment which
are terminable by the Director or the Company with three
months’ notice.
Share option scheme grants
Long Term Incentive Plan (“LTIP”)
In 2017, the Company established a LTIP to incentivise the
Executives to deliver long-term value creation for shareholders
and ensure alignment with shareholder interests. Awards were
generally made annually subject to continued service and
challenging performance conditions over a three year period.
The performance conditions were reviewed on an annual
basis to ensure they remained appropriate and were based
on increasing shareholder value. Awards were structured as nil
cost options with a seven year life after vesting.
Other than in exceptional circumstances, awards were up
to 100% of salary in any one year and granted subject to
achieving challenging performance conditions set at the
date of the grant. A percentage of the award vested for
"Threshold" performance with full vesting taking place for
equalling or exceeding the performance "Target". In between
the Threshold and Target there was pro rata vesting. All grants
under this scheme have now lapsed.
LTIP Plan Update
In 2021, the Company made changes to the LTIP in line with
the requirements of a fundraise completed in 2020. The new
plan was deemed a more appropriate scheme to incentivise
management given the Company’s stage of development and
replaced the scheme used from 2017.
Pursuant to the updated plan, in 2021 the Company granted
options over 10.5 million new Ordinary Shares, at a strike price
of 6p each, in the amounts of 6 million awarded to Sean Smith
and 4.5 million awarded to Alex Abrey. The options vested
immediately and lapse in three equal tranches in June 2022,
June 2023 and June 2024. For the first five years following
grant, no shares arising from the exercise of these options may
be sold unless the Company’s prevailing share price is equal
to, or in excess of, 10p.
The shares arising from exercise of options are subject to a
one-year lock-in restriction, followed by a one-year orderly
market restriction.
Further details can be found in note 22.
34
Eden Research plc | Annual Report 2024
2021 Award
Also in 2021, the Company made a further grant of options in
order to ensure continuity of long-term incentive of options
over 7,183,784 new Ordinary Shares in Eden, at a strike price
of 10.37p each, in the amounts of 4,102,703 awarded to Sean
Smith and 3,081,081 awarded to Alex Abrey.
These grants expire on 31 July 2025 and vest as follows:
1/3 upon grant
1/3 12 months from the date of grant
1/3 24 months from the date of grant
2023 Award
In 2023, the Company made a grant to the Executive Directors
in respect of 2022, in order to ensure continuity of long-term
incentive, of options over 8,698,909 new Ordinary Shares in
Eden at a strike price of 5.05p each, being the 2022 Volume
Weighted Average Price, in the amounts of 4,968,000 awarded
to Sean Smith and 3,730,909 awarded to Alex Abrey.
The Options expire on 31 August 2027 and vest as follows:
1/3 upon grant
1/3 12 months from the date of grant
1/3 24 months from the date of grant
2024 Award
During the year, the Company made a grant to the Executive
Directors, in order to ensure continuity of long-term incentive,
of options over 11,918,901 new Ordinary Shares in Eden at a
strike price of 6.5p each, in the amounts of 6,805,852 awarded
to Sean Smith and 5,113,049 awarded to Alex Abrey.
The Options expire on 30 June 2028 and vest as follows:
1/3 upon grant
1/3 12 months from the date of grant
1/3 24 months from the date of grant
External benchmarking exercise and 2025 LTIP
Towards the end of 2024, the Remuneration Committee
engaged an external remuneration consultant to undertake
a review of all aspects of the Executive and Non-Executive’s
remuneration, including a benchmarking exercise.
The review concluded that salary, bonus and other elements
of remuneration, such as benefits in kind, were in line with
current market practice and expectations.
However, the report indicated that the Company’s LTIP was
not in line with current market practice and, as such, the
Company has decided to take on board the recommendations
of the remuneration advisors, adopting current best practice,
by making a change its LTIP structure in respect of the 2025
Award which will be made to the Executives.
A summary of the new LTIP structure can be found below:
Terms
• Performance share structure, nominal cost options (1p)
vesting after three years subject to meeting objective
group performance targets covering a three-year period,
with minimum share price target
• Awards at around 50% of salary for CEO and CFO
• Awards vest after 3 years subject to meeting objective
3-year performance targets
Performance conditions
• 50% of grant subject to absolute TSR (total shareholder
return - share price plus dividends) condition
• 50% of grant subject to revenue performance target
Further terms
• Awards have a seven-year life – i.e. a four-year exercise
window
• Following vesting, 50% of awards subject to 6 month
holding period
Remuneration Report continued
35
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
Eden Research plc | Annual Report 2024
At 31 December 2024, the Directors had the following interests in share option schemes:
Date from which
exercisable
Expiry Date
Exercise
price £
Number at
1 January
2024
Granted in
the year
Exercised in
the year
Lapsed in
the year
Number at
31 December
2024
A J Abrey
30/06/2021
30/06/2024
0.06
1,500,000
–
–
1,500,000
–
22/07/2021
31/07/2025
0.10
1,027,027
–
–
–
1,027,027
22/07/2022
31/07/2025
0.10
1,027,027
–
–
–
1,027,027
22/07/2023
31/07/2025
0.10
1,027,027
–
–
–
1,027,027
30/08/2023
31/08/2027
0.05
1,243,636
–
–
–
1,243,636
30/08/2024
31/08/2027
0.05
1,243,636
–
–
–
1,243,636
30/08/2025
31/08/2027
0.05
1,243,636
–
–
–
1,243,637
04/07/2024
30/06/2028
0.07
1,704,350
–
–
1,704,350
04/07/2024
30/06/2028
0.07
1,704,350
–
–
1,704,350
04/07/2024
30/06/2028
0.07
1,704,350
–
–
1,704,350
8,311,989
5,113,050
–
1,500,000
11,925,039
S M Smith
30/06/2021
30/06/2024
0.06
2,000,000
–
–
2,000,000
–
22/07/2021
31/07/2025
0.10
1,367,568
–
–
–
1,367,567
22/07/2022
31/07/2025
0.10
1,367,568
–
–
–
1,367,568
22/07/2023
31/07/2025
0.10
1,367,568
–
–
–
1,367,568
30/08/2023
31/08/2027
0.05
1,656,000
–
–
–
1,656,000
30/08/2024
31/08/2027
0.05
1,656,000
–
–
–
1,656,000
30/08/2025
31/08/2027
0.05
1,656,000
–
–
–
1,656,000
04/07/2024
30/06/2028
0.07
–
2,268,617
–
–
2,268,617
04/07/2025
30/06/2028
0.07
–
2,268,617
–
–
2,268,617
04/07/2026
30/06/2028
0.07
–
2,268,617
–
–
2,268,617
11,070,704
6,805,851
–
2,000,000
15,876,555
Lykele van der Broek
Remuneration Committee Chairman
36
Eden Research plc | Annual Report 2024
Composition of Committee and meetings
During the year, the Audit Committee was comprised of the
Non-Executive Directors; Derek McAllan (appointed 7 May
2024), who is Chairman of the Committee, Robin Cridland,
Richard Horsman (resigned 31 January 2024) and Lykele van
der Broek. The Chairman of the Committee has recent and
relevant financial experience and collectively the members of
the Committee have experience of the chemical, agricultural
and animal health industries. Details of Committee members’
qualifications can be found on pages 18 and 19. The Audit
Committee met three times during the year, and has a rolling
agenda linked to the Company’s financial calendar. It invites
the Chief Executive Officer, the Chief Financial Officer and
the external auditors to attend its meetings. The Committee
Chairman aims to have an open dialogue with the external
auditors and accordingly had discussions with the external
audit partner before, during and at the conclusion of the
audit without the Executive Directors being present. The
Committee has also met since the end of the financial year to
consider the results and the Annual Report for the year ended
31 December 2024.
Main activities during the year
Set out below is a summary of the key areas considered by the
Committee during the year and up to the date of this report.
Financial reporting
During the year, the Audit Committee reviewed reports and
information provided by the Chief Financial Officer in respect
of the half year and by both the Chief Financial Officer and the
external auditors in respect of the annual financial report. An
important responsibility of the Audit Committee is to review
and agree significant estimates and judgements made by
management. To satisfy this responsibility, the Committee
reviewed a written formal update from the Chief Financial
Officer on such issues at the two meetings that reviewed
the half year and year end results, as well as reports from
the external auditors in respect of the year end results. The
Committee carefully considered the content of these reports
in evaluating the significant issues and areas of judgement
across the Company.
The key areas of review, including those requiring significant
judgements to be made, in the year were as follows:
• Revenue recognition
• Going Concern
• Impairment of intangible assets including intellectual
property and investments
• Management override of controls
Audit Committee Report
Introduction
On behalf of the Audit Committee, I present this report to
shareholders. The purpose of the report is to highlight the
areas that the Committee has reviewed and how we have
discharged our responsibilities effectively during the year.
Responsibilities
The key responsibility of the Committee is to provide effective
governance over the Company’s financial reporting to
ensure its appropriateness. Under its terms of reference, the
Committee is required, amongst other things, to:
• monitor the integrity of the financial statements of the
Company including the appropriateness of the accounting
policies adopted and whether the Annual Report is fair,
balanced and understandable;
• review, understand and evaluate the effectiveness of the
Company’s internal controls and risk management systems,
particularly, but not exclusively, as they pertain to financial
matters;
• appraise the Board on how the Company’s prospects are
assessed;
• oversee the relationship with the external auditors,
making recommendations to the Board in relation to their
appointment, remuneration and terms of engagement;
• monitor and review the effectiveness of the external audit
including the external auditors’ independence, objectivity
and effectiveness and to approve the policy on the
engagement of the external auditors to supply non-audit
services; and
• monitor and review the requirement for and activities of (as
applicable) internal audit activities in the Company.
The Committee’s terms of reference can be found on the
Company’s website www.edenresearch.com.
37
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
Eden Research plc | Annual Report 2024
Other areas reviewed in the year were as follows:
• Consolidation
• Share based payments
• Accruals and provisions
• Related party transactions
Internal control and risk management
During the year, the Committee continued to review the
effectiveness of the Company’s internal control and risk
management systems.
External audit
During the year, the Audit Committee reviewed and approved
the terms of engagement and remuneration of the external
auditors for the 2024 financial year. PKF’s current engagement
partner is Adam Humphreys, and he has been in place since
being appointed for the Company’s 2022 year end. The Audit
Committee annually assesses the qualification, expertise and
independence of the auditors and the effectiveness of the
audit process.
Auditor effectiveness
The effectiveness of the external audit process is dependent
on appropriate audit risk identification at the start of the
audit cycle. PKF presented its detailed audit plan to the Audit
Committee identifying its assessment of these key risks. The
Audit Committee’s assessment of the effectiveness and quality
of the audit process in addressing these key risks is informed
by, amongst other things, the reporting from the auditors.
In addition, each year, the Audit Committee assesses its
performance and the effectiveness of the external auditor in
liaison with the Chief Financial Officer. The Committee has so
far been satisfied with the performance and the effectiveness
of the external auditor.
Auditor independence
The Company meets its obligations for maintaining an
appropriate relationship with the external auditors through
the Audit Committee, whose terms of reference include an
obligation to consider and keep under review the degree
of work undertaken by the external auditor other than
the statutory audit, to ensure the auditor’s objectivity and
independence is safeguarded. The Audit Committee also
considers the period of the auditor’s appointment and any
considerations of rotation of auditors.
In accordance with the relevant regulations pertaining to ethical
standards, the Company’s external auditor must implement
rules and requirements which include that none of their
employees working on our audit can hold any shares in Eden.
The external auditor is also required to tell the Company
about any significant facts and matters that may reasonably be
thought to bear on their independence or on the objectivity
of the lead partner and the audit team. The lead partner in the
audit team must change every five years.
For the 2024 financial year end, there was no non-audit work
undertaken by the Company’s auditors, other than an informal
review of the Company’s 2024 interim financial statements,
and the Committee considers the external auditor to be
independent, taking into account the factors described above.
Internal audit
Due to the size of the business, the Company does not
have a separate internal audit function. The Company’s Risk
Management Team takes this into account when deciding
how to mitigate risks associated with not having an internal
audit function and manages the situation accordingly. Every
year the Audit Committee reviews the appropriateness of
this arrangement and specifically whether an internal audit
function is necessary. The Committee’s view remains that an
internal audit function is not yet necessary.
Other activities
In respect of 2024, and as part of a continuous process, the
Committee assessed the clarity of the financial statements
and the need for changes in presentation to enable and assist
understanding of users of the accounts as the operations of
the Group continue to evolve.
During the year, the Committee also worked to its rolling
agenda, reviewing areas such as Treasury Policy, Directors’
expenses, Disclosures Report, Review of Significant
Transactions and also undertook a review of the Company’s
insurance policies, ensuring relevant, adequate coverage of
various risks was in place.
Environmental Impact
The Company continues to review its Environmental,
Sustainable and Corporate Governance (“ESG”) credentials
with external advisors.
In part, the aim of the review is to better understand the
impact that Eden, including its supply chain partners, has on
the environment.
Derek McAllan
Audit Committee Chairman
38
Eden Research plc | Annual Report 2024
38
Eden Research plc | Annual Report 2024
39
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
Eden Research plc | Annual Report 2024
Directors' Report
The Directors present their annual report and financial
statements for the year ended 31 December 2024.
General information
Eden Research plc (“Eden”) is a public limited company
incorporated in England and Wales (company number
03071324). The principal activity of the Company is the
development and sale of biopesticides.
Eden’s registered office and its principal place of business is
67c Innovation Drive, Milton Park, Abingdon, Oxfordshire,
OX14 4RQ, United Kingdom.
Eden is the parent and ultimate parent company of the Group.
Results and dividends
The Group’s loss for the year after taxation amounted to
£1,913,139 (2023: £6,491,936). The Directors are unable to
recommend any dividend.
Research and development
An indication of research and development activities is
included within the Chief Executive Officer’s Report.
Future developments
An indication of future developments is included within the
Chief Executive Officer’s Report.
Directors
The Directors who held office during the year and up to the
date of signature of the financial statements were as follows:
A Abrey
R Cridland
R Horsman (Resigned 31 January 2024)
D McAllan (Appointed 7 May 2024)
S Smith
L van der Broek
Political donations
The Company did not make any political donations during the
year (2023: £nil).
Directors’ indemnity
Details of Directors’ indemnity can be found in the Strategic
Report.
Financial instruments
Details of Financial instruments can be found in note 30 to the
financial statements.
Corporate Governance
The Directors acknowledge the importance of the principles
set out in the UK Corporate Governance Code. Although
the Corporate Governance Code is not compulsory for
AIM quoted companies, the Directors have tried to apply
the principles as far as practicable and appropriate for a
relatively small public company by following QCA Corporate
Governance Code as follows:
The Board currently comprises two Executive Directors and
three Non-Executive Directors. The Board meets regularly to
consider strategy, performance and the framework of internal
controls. To enable the Board to discharge its duties, all
directors receive appropriate and timely information. Briefing
papers are distributed to all Directors in advance of Board
meetings. All Directors have access to the advice and services
of the Company Secretary and the Chief Financial Officer, who is
responsible for ensuring that the Board procedures are followed
and that applicable rules and regulations are complied with.
In addition, procedures are in place to enable the Directors to
obtain independent professional advice in the furtherance of
their duties, if necessary, at the Company's expense.
The Directors have established Audit, Nominations,
Remuneration and AIM Compliance Committees.
The Audit Committee has Derek McAllan as Chairman and
has primary responsibility for monitoring the quality of
internal controls, ensuring that the financial performance of
the Company is properly measured and reported on and
reviewing reports from the Company's auditors relating to
the Company's accounting and internal controls, in all cases
having due regard to the interests of shareholders. Refer to
page 21 of the Corporate governance statement for further
details. The Audit Committee meets at least twice a year.
Lykele van der Broek and Robin Cridland were the other
members of the Audit Committee during the year.
The Nominations Committee had Lykele van der Broek as
Chairman during the year and identifies and nominates for the
approval of the Board, candidates to fill Board vacancies as
and when they arise. The Nominations Committee meets at
least twice a year. Robin Cridland, Richard Horsman (resigned
31 January 2024) and Derek McAllan (appointed 7 May 2024)
were the other members of the Nominations Committee
during the year.
The Remuneration Committee had Lykele van der Broek as
Chairman during the year and reviews the performance of the
Executive Directors and determines their terms and conditions
of service, including their remuneration and the grant of
options, having due regard to the interests of shareholders.
The Remuneration Committee meets at least twice a year.
Robin Cridland, Richard Horsman (resigned 31 January 2024)
and Derek McAllan (appointed 7 May 2024) were the other
members of the Remuneration Committee during the year.
40
Eden Research plc | Annual Report 2024
Directors' Report continued
The AIM Compliance Committee had Lykele van der Broek as
Chairman during the year and meets at least once a year with
the NOMAD to discuss AIM compliance and related issues.
The other members of the committee are Robin Cridland,
Richard Horsman (resigned 31 January 2024) and Derek
McAllan (appointed 7 May 2024). The Directors comply with
Rule 21 of the AIM Rules relating to directors' dealings and
there are procedures in place to ensure compliance by the
Company's applicable employees. The Company has adopted
a share dealing code which is appropriate for an AIM quoted
company.
The shareholdings of the Directors of the Company are as
follows:
Total
Holdings
% of Share
Capital
Alex Abrey
2,821,188
0.53%
Sean Smith
2,669,144
0.50%
Lykele van der Broek
2,357,808
0.44%
Derek McAllan
843,627
0.16%
Robin Cridland
745,552
0.14%
The Company has been notified that the following are
substantial shareholders of Eden, each holding more than 3% of
the Company’s issued share capital, as at 31 December 2024:
Entity
Total
Holdings
% of Share
Capital
Hargreaves Lansdown
56,608,629
10.61%
Gresham House Asset
Management Limited
52,882,786
9.92%
Interactive Investor
44,756,732
8.39%
Octopus Investments
41,551,047
7.79%
Canaccord Genuity Wealth
Management
30,201,307
5.66%
Atul Unadkat
23,486,291
4.40%
Unicorn Asset Management
23,076,923
4.33%
J M Finn
22,381,562
4.20%
Rathbones
21,567,400
4.04%
Amati Global Investors
16,744,070
3.14%
Streamlined Energy and Carbon Reporting
(“SECR”)
The UK government’s SECR policy was implemented on
1 April 2019, when the Companies (Directors’ Report) and
Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018 came into force. The regulations require that
quoted companies and large unquoted companies that have
consumed more than 40,000 kilowatt-hours (kWh) of energy
in the reporting period must include energy and carbon
information within their Directors’ report. The Company is not
currently required to report under SECR.
The Company will comply with applicable reporting
obligations in line with the SECR regulations as they
become applicable. The Board is conscious of its corporate
governance responsibilities and ensures appropriate financial
reporting and disclosures. As such, the Board is keeping in
mind the SECR requirements to ensure adequate disclosure
when applicable.
Directors’ remuneration
For details of Directors’ remuneration, please see note 7 to
the financial statements.
Suppliers
The Company agrees terms and conditions for business
transactions with its suppliers. Payment is then made on these
terms, subject to the terms and conditions being met by the
supplier.
Directors’ responsibility statement
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 the AIM Rules of
the London Stock Exchange they are required to prepare the
Group and Company financial statements in accordance with
UK-adopted international accounting standards.
41
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Annual Report
Statements
Company
Overview
Governance
Eden Research plc | Annual Report 2024
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 Group’s profit or loss for that period.
In preparing each of the Group and Company financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable,
relevant and reliable;
• state whether they have been prepared in accordance with
international accounting standards in conformity with the
requirements of the Companies Act 2006;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that 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 Group and Company
and enable them to ensure that its financial statements
comply with the Companies Act 2006. They are responsible
for such internal control as they determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error,
and have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Group
and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report and a Directors’
Report that complies with that law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the UK governing
the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions. The Company is
compliant with AIM Rule 26 regarding the Company’s website.
Statement as to disclosure information to
auditors
Each Director in office 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 auditor is unaware,
and
• the Director has taken all the steps that he / she ought to
have taken as a director in order to make himself / herself
aware of any relevant audit information and to establish
that the Company's auditor is 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.
Auditor
In accordance with Section 489 of the Companies Act 2006,
a resolution for the appointment of PKF as auditor of the
Company is to be proposed at the forthcoming Annual
General Meeting.
On behalf of the board
Sean Smith
Director
2 May 2025
42
Eden Research plc Annual Report 2024
Eden Research plc | Annual Report 2024
42
43
Company
Overview
Annual Report
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Governance
Financial
Statements
Eden Research plc Annual Report 2024
43
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Annual Report
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Company
Overview
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Eden Research plc | Annual Report 2024
Financial Statements
44 Independent Auditor’s Report
50 Consolidated statement of comprehensive income
51 Consolidated statement of financial position
52 Company statement of financial position
53 Consolidated statement of changes in equity
54 Company statement of changes in equity
55 Consolidated statement of cash flows
56 Company statement of cash flows
57 Notes to the group financial statements
44
Eden Research plc | Annual Report 2024
Independent Auditor’s Report
Opinion
We have audited the financial statements of Eden Research Plc (the ‘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 Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated
and Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international
accounting standards and as regards the Company financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the 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 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.
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 are independent of the group and 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. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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 evaluation of the directors’ assessment of the Group’s and
Company’s ability to continue to adopt the going concern basis of accounting included:
• consideration of the Group’s objectives, policies and processes in managing its working capital as well as exposure to
financial, credit and liquidity risks;
• reviewing management’s forecast covering the period to 31 December 2026 and discussing with management the future
plans and availability of funding;
• reviewing the cash flow forecast to ensure mathematical accuracy;
• reviewing management’s historic forecasting accuracy by reviewing historic budgets to actual performance;
• obtaining corroborative and contradictory documentation for the key assumptions and estimates used in the cashflow
forecast and challenging the reasonableness of these with management;
• performing sensitivity analysis on the cash flow forecasts prepared by management, and assessing management’s
assessment of the worst case scenario and cash flows;
• reviewing performance of the Group subsequent to the year end and other events impacting the going concern assumption;
and
• reviewing the adequacy and completeness of disclosures in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group's or Company’s ability to continue as a going concern for a
period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
to the members of Eden Research plc
45
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Eden Research plc | Annual Report 2024
Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for
materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. We also determine
a level of performance materiality which we use to assess the extent of testing needed to reduce to an appropriately low
level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial
statements as a whole.
Materiality for the Group financial statements was set at £230,000 (2023: £244,000). This was calculated based on 1.5% of gross
assets which we determined to be the principal benchmark relevant to stakeholders in assessing the financial performance of
the Group, given that the key focus of the Group is to develop and commercialise products for sale. The ongoing performance
of the Group is dependent on the success of these developed products held as intangible assets.
Materiality for the significant component of the Group, being the Company, was £218,000 (2023: £240,000) based on 1.5% of
gross assets of the component and capped below Group materiality.
Performance materiality for the Group and Company financial statements was set at £138,000 (2023: £146,400) and £131,000
(2023: £144,000) respectively, being 60% of materiality for the financial statements as a whole.
In determining performance materiality, we considered the following factors:
• our cumulative knowledge of the Group and its environment, including industry specific trends;
• the change in the level of judgement required in respect of the key accounting estimates;
• significant transactions during the year;
• the stability in key management personnel; and
• the level of misstatements identified in prior periods.
We agreed to report to those charged with governance all corrected and uncorrected misstatements we identified through our
audit with a value in excess of £11,000 (2023: £12,200) and for the Company a value in excess of £10,000 (2023: £12,000). We
also agreed to report any other audit misstatements below that threshold that we believe warranted reporting on qualitative
grounds.
We applied the concept of materiality in planning and performing our audit and in evaluating the effect of misstatement.
No significant changes have come to light during the audit which required a revision to our materiality for the financial
statements as a whole.
Our approach to the audit
Our audit was risk based and was designed to focus our efforts on the areas at greatest risk of material misstatement, aspects
subject to significant management judgement as well as greatest complexity, risk and size.
The Group includes the Company and its subsidiaries, TerpeneTech Limited (‘TT Ireland’) and Eden Research Europe Limited
(‘Eden Ireland’).
The Company and TT Ireland were trading entities, whilst Eden Ireland was dormant during the year.
The scope of our audit was based on the significance of component’s operations and materiality. Each component was
assessed as to whether they were significant or not to the Group by either their size or risk. The Company was identified as the
only significant component due to its size and identified risks. As a result, a full scope audit of the Company was carried out by
us as the Group auditor.
TT Ireland and Eden Ireland were not material to the Group financial statements and therefore Group analytical procedures
were performed in respect of these entities.
46
Eden Research plc | Annual Report 2024
In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial
statements. In particular, we looked at areas involving significant accounting estimates and judgements by the directors and
considered future events that are inherently uncertain. These areas of estimate and judgement included:
• The capitalisation and carrying value of the intangible assets;
• The useful-life of intangible assets;
• The carrying value of investments;
• Revenue recognition;
• Going concern; and
• The fair value of share based payments.
We also addressed the risk of management override of controls, including evaluating whether there was evidence of bias by
the directors that represented a risk of material misstatement due to fraud.
The Group’s and Company’s accounting function is based in the United Kingdom and the audit was performed by our team in
London with regular contact maintained with the Group and Company throughout.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) 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.
Key Audit Matter
How our scope addressed this matter
Capitalisation and recoverability of the carrying
value of intangible assets (Note 12)
As at 31 December 2024, the carrying value of
intangible assets was £6.9m (2023: £4.7m). These
intangible assets comprise of licences, intellectual
property and capitalised product development costs.
The increase in the year relates to the capitalisation of
further development of products and costs spent on
regulatory approvals.
The carrying value of the assets is required to be
periodically assessed for impairment. The assessment
and calculation of recoverable amount requires
significant judgement and estimation, including
allocating costs to cash generating units and the
future revenue to be generated, which may involve
management bias.
There were additions to the balance in the year,
capitalised in accordance with IAS 38 Intangible
Assets. There is a risk that additions are not eligible
for capitalisation and that the carrying value is
misstated.
Due to the above and the fact that intangibles are
a material balance in the financial statements, the
capitalisation and valuation of the intangible assets
are considered to be a key audit matter.
Our work in this area included:
• Confirming our understanding of management’s process and
controls in relation to capitalisation and their impairment assessment
of the intangible assets, including a separate assessment of the
different cash generating units (“CGUs”);
• Testing ownership of the assets within the CGUs by agreeing to
underlying documentation, including verifying the validity of patents
and good standing over the other assets held;
• Testing additions during the year to supporting documentation
assessing the point and eligibility of capitalisation in line with IAS 38
criteria;
• Obtaining management's formal assessment in relation to
impairment and performing procedures to determine the
mathematical accuracy, reasonableness and sensitivity of estimates
and judgements used. The assessment included reviewing the
methodology and assumptions made for consistency with the prior
year;
• Assessing the historical accuracy of management’s forecast
and growth rates;
• Understanding the basis of the discount rate applied and ensuring
this has been appropriately risk-adjusted;
• Challenging the key assumptions used and obtaining supporting
and contradicting evidence to assess the reasonableness of these
assumptions; and
• Reviewing the disclosures in the financial statements to ensure
reasonable and in accordance with the relevant accounting standards.
Independent Auditor’s Report continued
to the members of Eden Research plc
47
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Company
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Eden Research plc | Annual Report 2024
Key Audit Matter
How our scope addressed this matter
As outlined in Note 12, management's base case discounted cashflow
model only forecasts cashflows to 31 December 2030. Under this
scenario, there is minimal headroom over the carrying value of the
intangible assets.
No impairment has been recognised as management expect that
economic benefit will continue to be generated subsequent to that
date. Other qualitative factors have also been used to support the
ongoing carrying value of the asset including the regulatory approvals
obtained, market value of the Group and the year on year sales growth.
Management intend to regularly review the position to assess if the
intangible assets require further impairment and will review the forecast
period in future impairment assessments.
Other information
The other information comprises the information included in the Annual Report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report. Our
opinion on the Group and Company 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.
Opinions on other matters prescribed by the Companies Act 2006
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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Company and their environment obtained in the course
of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
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 Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the 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.
48
Eden Research plc | Annual Report 2024
Responsibilities of directors
As explained more fully in the directors’ responsibility statement, the directors are responsible for the preparation of the Group
and Company 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 Group and Company financial statements, the directors are responsible for assessing the Group and the
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 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.
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:
•
We updated our understanding of the Group, the Company and the sector in which it operates to identify laws and
regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management, industry research and experience of the sector or similar
sectors. We also selected a specific audit team with experience of auditing entities facing similar audit and business risks.
•
We determined the principal laws and regulations relevant to the Group in this regard to be those arising from:
–
AIM Rules for Companies;
–
UK-adopted international accounting standards;
–
UK Companies Act 2006;
–
UK Employment Laws and Health and Safety Regulations;
–
UK Tax Laws;
–
Local Plant Protection Regulations and Patent Laws;
–
General Data Protection Regulations;
–
Anti-Bribery Act; and
–
Anti-Money Laundering Regulations.
•
We designed our audit procedures to ensure the audit considered whether there were any indications of non-compliance
by the Group with those laws and regulations. These procedures included, but were not limited to:
–
enquiries of management;
–
reviewing the board minutes and RNS announcements; and
–
reviewing the nature of legal and professional fees incurred in the year to assess for any evidence of non-compliance
with laws and regulations.
Independent Auditor’s Report continued
to the members of Eden Research plc
49
Financial
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Annual Report
Statements
Company
Overview
Governance
Eden Research plc | Annual Report 2024
•
We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to
the non-rebuttable presumption of a risk of fraud arising from management override of controls, whether key management
judgements could include management bias. Key management judgements identified included:
–
The capitalisation and carrying value of the intangible assets;
–
The useful-life of intangible assets;
–
The carrying value of investments;
–
Revenue recognition
–
Going concern; and
–
The fair value of share based payments.
We addressed these areas by challenging management’s estimates/judgements and designing audit procedures to
either recalculate the balance or review management’s workings agreeing key assumptions to supporting document and
sensitising to assess the reasonableness of the inputs used.
•
As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit
procedures, which included, but were not limited to testing of journals, reviewing key accounting judgement and estimates
for evidence of bias and evaluating the business rationale of any significant transactions that are unusual or outside the
normal course of business.
•
Compliance with laws and regulations as the subsidiary level was ensured through enquiry of management, review of the
subsidiary ledgers and correspondence for any evidence of instances of non-compliance.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will
be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located 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 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 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 company and the company's members as a body, for our audit work,
for this report, or for the opinions we have formed.
Adam Humphreys (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London
E14 4HD
2 May 2025
50
Eden Research plc | Annual Report 2024
Consolidated statement of comprehensive income
For the year ended 31 December 2024
Notes
2024
£
2023
£
Revenue
4
4,302,603
3,192,027
Cost of sales
(2,430,433)
(1,426,547)
Gross profit
1,872,170
1,765,480
Other operating income
20,866
20,689
Amortisation of intangible assets
12
(364,319)
(418,651)
Administrative expenses
(3,510,068)
(2,997,633)
Share-based payments
22
(204,928)
(236,576)
Operating loss
5
(2,186,279)
(1,866,691)
Interest income
8
110,483
34,014
Finance costs
9
(10,642)
(17,207)
Foreign exchange losses
9
(95,988)
(68,802)
Impairment of intangible assets
12
–
(4,968,529)
Share of profit/(loss) of equity accounted Investee, net of tax
15
2,279
(33,047)
Loss before taxation
(2,180,147)
(6,920,262)
Income tax credit
10
267,008
428,326
Loss and total comprehensive loss for the year
(1,913,139)
(6,491,936)
Loss and total comprehensive loss for the year is attributable to:
- Owners of the Parent Company
(1,906,591)
(6,494,249)
- Non-controlling interests
(6,548)
2,313
(1,913,139)
(6,491,936)
Loss per share
11
Basic
(0.36p)
(1.54p)
Diluted
(0.36p)
(1.54p)
The income statement has been prepared on the basis that all operations are continuing operations.
The accompanying notes from pages 57 to 91 form an integral part of these financial statements.
51
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Eden Research plc | Annual Report 2024
Consolidated statement of financial position
As at 31 December 2024
Notes
2024
£
2023
£
Non-current assets
Intangible assets
12
6,886,546
4,710,511
Property, plant and equipment
13
183,595
230,091
Right-of-use assets
14
138,706
212,437
Investments
15
299,476
297,197
7,508,323
5,450,236
Current assets
Inventories
17
532,650
964,552
Trade and other receivables
18
3,105,842
2,449,623
Current tax recoverable
10
584,209
317,201
Cash and cash equivalents
3,674,796
7,413,107
7,897,497
11,144,483
Current liabilities
Trade and other payables
19
3,399,502
2,819,153
Lease liabilities
20
109,039
142,849
3,508,541
2,962,002
Net current assets
4,388,956
8,182,481
Non-current liabilities
Lease liabilities
20
59,693
86,920
59,693
86,920
Net assets
11,837,586
13,545,797
Equity
Called up share capital
23
5,333,529
5,333,529
Share premium account
24
6,413,652
6,413,652
Warrant reserve
25
790,154
758,234
Merger reserve
26
–
–
Retained earnings
(720,016)
1,013,567
Non-controlling interest
27
20,267
26,815
Total equity
11,837,586
13,545,797
The accompanying notes from pages 57 to 91 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 2 May 2025 and are signed on its
behalf by:
Sean Smith
Director
52
Eden Research plc | Annual Report 2024
Company statement of financial position
As at 31 December 2024
Notes
2024
£
2023
£
Non-current assets
Intangible assets
12
6,820,163
4,630,856
Property, plant and equipment
13
183,595
230,091
Right-of-use assets
14
138,706
212,437
Investments
15
299,476
297,197
7,441,940
5,370,581
Current assets
Inventories
17
532,650
964,552
Trade and other receivables
18
3,215,693
2,559,651
Current tax recoverable
10
584,209
317,201
Cash and cash equivalents
3,674,796
7,413,107
8,007,348
11,254,511
Current liabilities
Trade and other payables
19
3,399,502
2,819,153
Lease liabilities
20
109,039
142,849
3,508,541
2,962,002
Net current assets
4,498,807
8,292,509
Non-current liabilities
Lease liabilities
20
59,693
86,920
59,693
86,920
Net assets
11,881,054
13,576,170
Equity
Called up share capital
23
5,333,529
5,333,529
Share premium account
24
6,413,652
6,413,652
Warrant reserve
25
790,154
758,234
Merger reserve
26
–
–
Retained earnings
(656,281)
1,070,755
Total equity
11,881,054
13,576,170
The accompanying notes from pages 57 to 91 form an integral part of these financial statements.
As permitted by s408 Companies Act 2006, the Company has not presented its own income statement and related notes. The
Company’s loss for the year was £1,900,044 (2023: loss of £6,496,561).
The financial statements were approved by the Board of Directors and authorised for issue on 2 May 2025 and are signed on its
behalf by:
Sean Smith
Director
Company Registration No. 03071324
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Eden Research plc | Annual Report 2024
Notes
Share
Capital
£
Share
premium
account
£
Merger
reserve
£
Warrant
reserve
£
Retained
earnings
£
Total
£
Non-
controlling
interest
£
Total
£
Balance at
1 January 2023
3,808,589
39,308,529
10,209,673
701,065 (43,309,440) 10,718,416
24,502 10,742,918
Year ended
31 December
2023:
Loss and total
comprehensive
loss
–
–
–
–
(6,494,249) (6,494,249)
2,313
(6,491,936)
Transactions with
owners in their
capacity as owners:
Issue of share
capital – net of
costs
23/24
1,524,940
7,533,299
–
–
–
9,058,239
–
9,058,239
Capital reduction
24
–
(40,428,176)
–
–
40,428,176
–
–
–
Transfer of merger
reserve
26
–
– (10,209,673)
–
10,209,673
–
–
–
Options granted
22
–
–
–
236,576
–
236,576
–
236,576
Options lapsed
22
–
–
–
(179,407)
179,407
–
–
–
Balance at
31 December
2023
5,333,529
6,413,652
–
758,234
1,013,567 13,518,982
26,815 13,545,797
Balance at
1 January 2024
5,333,529
6,413,652
–
758,234
1,013,567 13,518,982
26,815 13,545,797
Year ended
31 December
2024:
Loss and total
comprehensive
loss
–
–
–
–
(1,906,591) (1,906,591)
(6,548)
(1,913,139)
Transactions with
owners in their
capacity as owners:
Options lapsed
22
–
–
–
(173,008)
173,008
–
–
–
Options granted
22
–
–
–
204,928
–
204,928
–
204,928
Balance at
31 December
2024
5,333,529
6,413,652
–
790,154
(720,016) 11,817,319
20,267 11,837,586
The accompanying notes from pages 57 to 91 form an integral part of these financial statements.
Consolidated statement of changes in equity
As at 31 December 2024
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Eden Research plc | Annual Report 2024
Notes
Share
Capital
£
Share
premium
account
£
Merger
reserve
£
Warrant
reserve
£
Retained
earnings
£
Total
£
Balance at 1 January 2023
3,808,589 39,308,529 10,209,673
701,065 (43,249,940) 10,777,916
Year ended 31 December 2023:
Loss and total comprehensive loss
–
–
–
–
(6,496,561) (6,496,561)
Transactions with owners in their capacity
as owners:
Issue of share capital – net of costs
23/24
1,524,940
7,533,299
–
–
–
9,058,239
Capital reduction
24
– (40,428,176)
–
–
40,428,176
–
Transfer of merger reserve
26
–
– (10,209,673)
–
10,209,673
–
Options granted
22
–
–
–
236,576
–
236,576
Options lapsed
22
–
–
–
(179,407)
179,407
–
Balance at 31 December 2023
5,333,529
6,413,652
–
758,234
1,070,755 13,576,170
Balance at 1 January 2024
5,333,529
6,413,652
–
758,234
1,070,755 13,576,170
Year ended 31 December 2024:
Loss and total comprehensive loss
–
–
–
–
(1,900,044) (1,900,044)
Transactions with owners in their capacity
as owners:
Options lapsed
22
–
–
–
(173,008)
173,008
–
Options granted
22
–
–
–
204,928
–
204,928
Balance at 31 December 2024
5,333,529
6,413,652
–
790,154
(656,281) 11,881,054
The accompanying notes from pages 57 to 91 form an integral part of these financial statements.
Company statement of changes in equity
As at 31 December 2024
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Consolidated statement of cash flows
For the year ended 31 December 2024
2024
2023
Notes
£
£
£
£
Cash flow from operating activities
Cash absorbed by operations
31
(1,008,569)
(2,130,252)
R&D tax credit received
–
434,841
Net cash outflow from operating activities
(1,008,569)
(1,695,411)
Investing activities
Development of intangible assets
12
(2,540,060)
(1,650,465)
Purchase of property, plant and equipment
13
(48,649)
(102,391)
Interest received
8
110,483
34,014
Net cash used in investing activities
(2,478,226)
(1,718,842)
Financing activities
Issue of share capital – net of costs
23
–
9,058,239
Payment of lease liabilities
20
(145,796)
(139,539)
Interest on lease liabilities
20
(9,732)
(17,009)
Net cash generated (used in)/from
financing activities
(155,528)
8,901,690
Net (decrease)/increase in cash and cash
equivalents
(3,642,323)
5,487,437
Cash and cash equivalents at beginning of year
7,413,107
1,994,472
Effect of foreign exchange rates
(95,988)
(68,802)
Cash and cash equivalents at end of year
3,674,796
7,413,107
Relating to:
Bank balances
3,674,796
7,413,107
Non-cash movement on account of financing activities:
Note
14 Right of use asset additions of £63,605 (2023: £14,963).
22 Share-based payment charge of £204,928 (2023: £236,576).
The accompanying notes from pages 57 to 91 form an integral part of these financial statements.
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Eden Research plc | Annual Report 2024
Company statement of cash flows
For the year ended 31 December 2024
2024
2023
Notes
£
£
£
£
Cash flow from operating activities
Cash absorbed by operations
31
(1,008,569)
(2,130,252)
R&D tax credit received
–
434,841
Net cash outflow from operating activities
(1,008,569)
(1,695,411)
Investing activities
Development of intangible assets
12
(2,540,060)
(1,650,465)
Purchase of property, plant and equipment
13
(48,649)
(102,391)
Interest received
8
110,483
34,014
Net cash used in investing activities
(2,478,226)
(1,718,842)
Financing activities
Issue of share capital – net of costs
23
–
9,058,239
Payment of lease liabilities
20
(145,796)
(139,539)
Interest on lease liabilities
20
(9,732)
(17,009)
Net cash generated (used in)/from
financing activities
(155,528)
8,901,690
Net (decrease)/increase in cash and cash
equivalents
(3,642,323)
5,487,437
Cash and cash equivalents at beginning of year
7,413,107
1,994,472
Effect of foreign exchange rates
(95,988)
(68,802)
Cash and cash equivalents at end of year
3,674,796
7,413,107
Relating to:
Bank balances
3,674,796
7,413,107
Non-cash movement on account of financing activities:
Note
14 Right of use asset additions of £63,605 (2023: £14,963).
22 Share-based payment charge of £204,928 (2023: £236,576).
The accompanying notes from pages 57 to 91 form an integral part of these financial statements.
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1 Accounting policies
Company information
Eden Research plc (the “Company”) is a public company limited by shares incorporated in England and Wales. The registered
office is 67c Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RQ.
The Group is defined as, and consists of, Eden Research plc, its subsidiaries, TerpeneTech Limited (Ireland), Eden Research
Europe Limited (Ireland) (see note 16) and its associate company, TerpeneTech Limited (UK) (see note 15).
The Group and Company's principal activities and nature of its operations are disclosed in the Directors' report.
1.1 Accounting convention
The Group and Company financial statements have been prepared in accordance with UK-adopted international accounting
standards (“IFRS’) and as applied in accordance with the provisions of the Companies Act 2006.
The financial statements are prepared in pound sterling, which is the functional currency of the Group and Company. Monetary
amounts in these financial statements are rounded to the nearest £ unless otherwise stated.
The financial statements have been prepared on the historical cost basis, except for the re-measurement of certain financial
instruments that are measured at fair value at the end of each reporting period. The principal accounting policies adopted are
set out below.
The Company applies accounting policies consistent with those applied by the Group except where specified within the
accounting policies disclosed below.
See note 2 for further information on changes to standards adopted during the year and standards that have been issued but
are not yet effective at the year end.
The preparation of the Group and Company financial statements involves making accounting estimates and assumptions
concerning the future. The critical accounting estimates and assumptions that have a significant risk to the carrying amounts of
assets and liabilities within the next financial year are discussed in note 3.
1.2 Basis of consolidation
The consolidated financial statements consolidate the financial statements of the Company and its subsidiary undertakings up to
31 December each year. The profits and losses of the Company and its subsidiary undertakings are consolidated from the date from
which control is achieved. All members of the Group have the same reporting period.
Subsidiary undertakings are entities controlled by the Company. The Company controls an entity when it is exposed to, or has the right
to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Associates
Associates are those entities in which the Company has significant influence, but not control, over the financial and operating
policies. Significant influence is presumed to exist when the Company holds between 20 and 50 percent of the voting power of
another entity, or where the Company has a lower interest but the right to appoint a director. The Company acquired 29.9% of
TerpeneTech Limited (“TerpeneTech (UK)”) during 2015; TerpeneTech (UK) is an associated undertaking.
Application of the equity method to associates
The investment in TerpeneTech (UK) is accounted for using the equity method. The investment was initially recognised at cost.
The Company's investment includes goodwill identified on acquisition, net of any accumulated impairment losses and any
separable intangible assets. The financial statements include the Company's share of the total comprehensive income and
equity movements of TerpeneTech (UK), from the date that significant influence commenced.
1.3 Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Group and Company
have adequate resources to continue in operational existence for at least 12 months from the approval of the financial
statements. Thus, the financial statements have been prepared on a going concern basis which contemplates the realisation of
assets and the settlement of liabilities in the ordinary course of business.
The Group has reported a loss for the year after taxation of £1,913,139 (2023: £6,491,936). Net current assets at that date
amounted to £4,388,956 (2023: £8,182,481). Cash at that date amounted to £3,674,796 (2023: £7,413,107).
The Company has reported a loss for the year after taxation of £1,900,044 (2023: £6,496,561). Net current assets at that date
amounted to £4,498,807 (2023: £8,292,509). Cash at that date amounted to £3,674,796 (2023: £7,413,107).
For the year ended 31 December 2024
Notes to the group financial statements
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Eden Research plc | Annual Report 2024
Notes to the group financial statements continued
Net cash outflow from operating activities for the Group was £1,008,569 (2023: £1,695,411) and net cash used in investing
activities was £2,478,226 (2023: £1,718,842).
The Directors have prepared budgets and projected cash flow forecasts, based on forecast sales provided by the Group’s
distributors where available, for a period of at least 12 months from the date of approval of the financial statements and they
consider that the Group and Company will be able to operate with the cash resources that are available to it for this period.
The forecasts adopted include revenue derived from existing contracts as well as expected new contracts in respect of
products not yet available for use.
The Group has relatively low fixed running costs, as production is undertaken through toll manufacturers, and the Directors
have previously demonstrated ability and willingness to delay certain costs, such as research and development expenditure,
where required and are willing and able to delay costs in the forecast period should the need arise. A positive cash balance is
forecasted to be maintained in this base scenario throughout the entire forecast period.
The Directors have also considered a downside scenario which includes reductions to revenue derived from existing
contracts as well as elimination of revenue from products not yet available for use offset by mitigations around research and
development expenditure as well as some reductions in expansionary overheads. Under this scenario, a positive cash balance
would be maintained over the forecast period.
Consequently, the Directors are confident that the Group and Company will have sufficient funds to continue to meet their
liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have
prepared the financial statements on a going concern basis.
The Group’s achievement of long-term positive cash generation is reliant on the completion of ongoing product development
and successful initial approval and registration of these products with various regulatory bodies, as well as the registration of
existing products in new territories.
The Group has planned its cashflows taking into account its current cash availability and is satisfied that it can continue for the
foreseeable future, albeit with careful management of the levels of investment in the short term, depending on the positive
outcome and/or timing of certain commercial and regulatory events.
However, given the plethora of opportunities and strong interest that the Group is presented with, the Board of the Company
may seek to invest to a greater extent than it is currently able to and to expedite the commercialisation of its product portfolio.
To that end, the Board continues to assess all funding and commercial opportunities, taking into account commercial and
market conditions.
1.4 Revenue
Revenue received by the Group is recognised net of any taxes and in accordance with IFRS 15. Policies for each significant
revenue stream are as follows:
Milestone payments
The Group receives milestone payments from other commercial arrangements, including any fees it has charged to partners for rights
granted in respect of distribution agreements.
These agreements are bespoke, and any such revenue is specific to the particular agreement. Consequently, for each such agreement,
the nature of the underlying performance obligations is assessed in order to determine whether revenue should be recognised at a
point in time or over time.
Revenue is then recognised based on the above assessment upon satisfaction of the performance obligation.
The Corteva agreement entered into in 2021 included milestone payments of £141,293 received in 2021, a further £164,148 in 2022 and
£195,884 in 2023. In 2024, a milestone payment of £450,904 was recorded in the year. These milestone payments were assessed to relate
to a performance obligation being satisfied at a point in time.
The second performance obligation relates to product sales and will be accounted for in line with the product sales policy disclosed
below once the commercial sales have commenced.
Upfront and annual payments made by customers at commencement and for renewal of distribution and other agreements are
recognised in accordance with the terms of the agreement. Where there is no ongoing obligation on the Group under the agreement,
the payment is recognised in full in the period in which it is made. Where there is an ongoing obligation on the Group, the separate
performance obligations under the agreement are identified and revenue allocated to each performance obligation. Revenue is then
recognised when a corresponding performance obligation has been met.
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R & D charges
The Group sometimes charges its partners for R&D costs that it has incurred which usually relate to specific projects and which
it has incurred through a third party.
Upon agreement with a partner, or if a specific milestone is met, then the Group will raise an invoice which is usually payable
between 30 and 120 days. Revenue is recognised upon satisfaction of the underlying performance obligation.
Royalties
The Group receives royalties from partners who have entered into a licence arrangement with the Group to use its intellectual
property and who have sold products, which then gives rise to an obligation to pay the Group a royalty on those sales.
Generally, royalties relate to specific time periods, such as quarterly or annual dates, in which product sales have been made.
Revenue is recognised in line with when these sales occur.
Once an invoice is raised by the Group, following the period to which the royalties relate, payment is due to the Company in
30 to 60 days.
Sales-based royalty income arising from licences of the Group's intellectual property is recognised in accordance with the terms
of the underlying contract and is based on net sales value of product sold by the Group's licensees. It is recognised when the
underlying sales occur.
Data sharing
The Group receives revenue generated from partners who wish to access certain data and/or studies that Eden has generated
for its own registration purposes.
The partner will pay an agreed fee to get access to, and use of, the data for their own commercial and regulatory purposes.
This revenue is recognised when the data has been shared, and a Data Sharing Agreement signed, with the partner.
Product sales
Generally, where the Group has entered into a distribution agreement with a partner, the Group is responsible for supplying
product to that partner once a sales order has been signed.
At that point, the Group has the product manufactured through a third-party, toll manufacturer. At the point at which the
product is finished and is made available to the partner to collect, or, if the Group is responsible for the shipping, the product
has been delivered to the partner, the partner is liable for the product and obliged to pay the Group. Normal terms for product
sales are 90 to 120 days. Returns are accepted and refunds are only made when product supplied is notified as defective
within 60 days.
The Group does not have any contract assets or liabilities other than the liability in respect of the Corteva milestone payments
noted in the milestone section (2023: none, other than the Corteva milestone payment).
Product sales are recorded once the ownership and related rights and responsibilities are passed to the customer and the
product is made available to the partner to collect, or, if the Group is responsible for the shipping, the product has been
delivered to the customer.
No warranty provision is required as products are sold on the basis of meeting an agreed specification, confirmation of which is
provided by way of a certificate of analysis.
Segmental information
The Group reports on operating segments in a manner consistent with the internal reporting provided to the chief operating
decision-maker in accordance with IFRS 8. Please see note 4 for further details.
1.5 Intangible assets other than goodwill
Intellectual property, which is made up of patent costs, trademarks and development costs, is capitalised and amortised on a
straight-line basis over its remaining estimated useful economic life of 6 years (2023: 7 years) in line with the remaining life of
the Group's master patent, which was originally 20 years, with additional Supplementary Protection Certificates having been
granted in the majority of the countries in the EU in which the Group is selling Mevalone® and Cedroz. The useful economic
life of intangible assets is reviewed on an annual basis.
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Eden Research plc | Annual Report 2024
An internally generated intangible asset arising from the Group's development activities is recognised only if all the following
conditions are met:
• the project is technically and commercially feasible;
• an asset is created that can be identified;
• the Group intends to complete the asset and use or sell it and has the ability to do so;
• it is probable that the asset created will generate future economic benefits;
• the development cost of the asset can be measured reliably; and
• there are sufficient resources available to complete the project.
Internally-generated intangible assets are amortised on a straight-line basis over their useful lives from the date they are
available for use. Where no internally-generated intangible asset can be recognised, development expenditure is recognised
as an expense in the period in which it is incurred.
1.6 Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any
impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the
following straight-line basis:
Leasehold land and buildings
Over the term of the lease
Fixtures and fittings
5 years
Motor vehicles
Over the term of the lease
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying
value of the asset, and is recognised in the income statement.
1.7 Impairment of tangible and intangible assets
The Directors regularly review the intangible assets for impairment and provision is made if necessary. Assets that are subject to
amortisation and those that are under development are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the
impairment at each reporting date. See note 12 for further details in the intangible asset impairment review completed in the year.
1.8 Inventories
Inventories are stated at the lower of cost and estimated selling price, less costs to complete and sell. Cost is based on the
first-in-first-out principle. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that
have been incurred in bringing the inventories to their present location and condition.
1.9 Financial instruments
(i) Recognition and initial measurement
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities (including
trade payables) are initially recognised when the Group becomes a part to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable with a significant financing component) or financial liability is initially measured at
fair value plus, for an item not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to its
acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
(ii) Classification and subsequent measurement
Financial assets
(a) Classification
On initial recognition, a financial asset is classified as measured at amortised cost or FVTPL.
Financial assets are not reclassified subsequently to their initial recognition unless the Group changes its business model for
managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period
following the change in the business model.
Notes to the group financial statements continued
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A financial asset is measured at amortised cost if it meets both of the following conditions:
• It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• Its contractual terms give rise on specific dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
Investments in associates accounted for using the equity method and subsidiaries are carried at cost less impairment.
(a) Subsequent measurement and gains and losses
Financial assets at amortised cost are subsequently measured at amortised cost using the effective interest method. The
amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are
recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term highly liquid investments with an original maturity of three
months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
Financial liabilities and equity
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:
(a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial
assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and
(b) where the instrument will or may be settled in the Group’s own equity instruments, it is either a non-derivative that includes
no obligation to deliver a variable number of the Group’s own equity instruments or is a derivative that will be settled by the
Group’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so
classified takes the legal form of the Group ’s own shares, the amounts presented in these financial statements for called up
share capital and share premium account exclude amounts in relation to those shares.
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is
classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are
measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial
liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign
exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Where a financial instrument that contains both equity and financial liability components exists these components are
separated and accounted for individually under the above policy.
(iii) Impairment
The Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost.
The Group measures loss allowances at an amount equal to lifetime ECL, except for other debt securities and bank balances
for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased
significantly since initial recognition, which are measured as 12-month ECL.
Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECL. During the
year, an expected credit loss provision of £nil (2023: £nil) has been recognised on trade receivables over 12 months old, on
which payment is uncertain.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when
estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost
or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience
and informed credit assessment and including forward-looking information.
The Group considers a financial asset to be in default when:
• the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions
such as realising security (if any is held); or
• the financial asset is more than 120 days past due.
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Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting
date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed
to credit risk.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls
(i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group
expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial
asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the
financial asset have occurred.
Write-offs
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic
prospect of recovery.
1.10 Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income
statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the reporting end date. The current tax charge includes any research and development tax
credits claimed by the Group.
R&D tax credits are accounted for on an accruals basis by reference to IAS 12 and are calculated based on development
costs incurred by the Group through third party contractors, as well as members of staff who are involved in research and
development of the Group’s products.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and
is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the
temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates,
and interest in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is
realised based on the tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred
tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case
the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to
settle its current tax assets and liabilities on a net basis.
Notes to the group financial statements continued
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1.11 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be
recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the
employment of an employee or to provide termination benefits.
A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate
entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined
contribution pension plans are recognised as an expense in the income statement in the periods during which services are
rendered by employees.
1.12 Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13 Share-based payments
The Company has applied the requirements of IFRS 2 Share-Based Payments.
Unapproved share option scheme
The Company operated an unapproved share option scheme for executive directors, senior management and certain
employees up to September 2017.
Long-Term Incentive Plan ('LTIP')
In 2017, the Company established a LTIP to incentivise the Executives to deliver long-term value creation for shareholders
and ensure alignment with shareholder interest. Awards were made annually and were subject to continued service and
challenging performance conditions usually over a three-year period. The performance conditions were reviewed on an annual
basis to ensure they remained appropriate and were based on increasing shareholder value. Awards were structured as nil cost
options with a seven-year life after vesting.
Other than in exceptional circumstances, awards were up to 100% of salary in any one year and granted subject to achieving
challenging performance conditions set at the date of the grant. A percentage of the award vested for 'Threshold'
performance with full vesting taking place for equalling or exceeding the performance 'Target'. In between the Threshold and
Target there was pro rata vesting.
The LTIP was adopted by the Board of Directors of the Company on 28 September 2017.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement
of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the
number of equity instruments expected to vest at each reporting date so that ultimately the cumulative amount recognised
over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the
fair value of the options granted, as long as other vesting conditions are satisfied. The cumulative expense is not adjusted for
failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in fair value of the options, measured
immediately before and after the modification is also charged to the Statement of Profit or Loss and Other Comprehensive
Income over the remaining vesting period.
In June 2021, the Company made changes to the LTIP. Details can be found on pages 32 to 35.
The changes to the LTIP have been treated as a modification of the existing plan for financial reporting purposes which means
that the Fair Value of previous awards has been recognised over their remaining term and the incremental Fair Value of the new
options granted has been recognised separately over their own vesting period.
The Company issued options under the modified LTIP, details of which can be found in note 22. These include graded vesting.
Share options which vest in instalments over a specified vesting period (graded vesting) where the only vesting condition
is service from grant date to vesting date of each instalment are accounted for as separate share-based payments. Each
instalment's fair value is assessed separately based on its term and the resulting charge recognised over each instalment's
vesting period.
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Other share options
In addition to the LTIP grants, the Company awarded certain employees approved options. Details of these options can be
found in note 22. The accounting treatment for these options is consistent with that indicated under the LTIP section at the start
of this page.
1.14 Leases
At inception, the Group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange
for consideration. Where a tangible asset is acquired through a lease, the Group recognises a right-of-use asset and a lease
liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from
those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at, or before, the commencement date, plus any initial direct costs and an estimate of the cost of obligations
to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives
received.
The right-of-use asset is subsequently depreciated using the straight-line method from the 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 estimated useful lives of right-of-use
assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental
borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease
payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the
cost of any options that the Group is reasonably certain to exercise, such as the exercise price under a purchase option, lease
payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in:
future lease payments arising from a change in an index or rate; the Group's estimate of the amount expected to be payable
under a residual value guarantee; or the Group's assessment of whether it will exercise a purchase, extension or termination
option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the
right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a
lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these
leases are recognised in profit or loss on a straight-line basis over the lease term.
1.15 Functional and presentation currency
The Group’s consolidated financial statements are presented in pound sterling, which is the Group’s functional currency due to
its own operations and assets being based in the UK. For each entity, the Group determines the functional currency, and items
included in the financial statements of each entity are measured using that functional currency.
1.16 Research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
1.17 Financial risk management
The Group's activities expose it to a variety of financial risks: market risks (including currency risk and interest rate risks),
credit risk and liquidity risk. Risk management focuses on minimising any potential adverse effect on the Company's financial
performance and is carried out under policies approved by the Board of Directors. See note 30 for further information.
1.18 Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of
the transactions or valuation (where items are remeasured). Monetary assets and liabilities denominated in foreign currencies
are translated at the functional currency spot rates of exchange at the reporting date. Foreign exchange gains and losses
resulting from the settlement of monetary assets and liabilities denominated in foreign currencies are recognised in the income
statement. All foreign exchange gains and losses are presented in the income statement within administrative expenses.
Translation differences related to items classified through other comprehensive income are recognised in other comprehensive
income (OCI), while remaining translation differences are recognised in the income statement.
Notes to the group financial statements continued
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Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates
at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using
the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items
measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e.
translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or
profit or loss respectively).
In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) or the
derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction
is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance
consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each
payment or receipt of advance consideration.
1.19 Current versus non-current classification
The Group classifies assets and liabilities in the statement of financial position as either current or non-current.
An asset is classified as current when it is:
• Expected to be realised or intended to be sold or consumed in the normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realised within twelve months after the reporting period; or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after
the reporting period.
All other assets are classified as non-current.
A liability is classified as current when it is:
• Expected to be settled in the normal operating cycle
• Held primarily for the purpose of trading
• Due to be settled within twelve months after the reporting period; or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments
do not affect its classification.
The Group classifies all other liabilities as non-current.
1.20 Equity and reserves
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are
shown in equity as a deduction, net of tax, from the proceeds over nominal value in share premium. Share premium represents
the proceeds from shares, less the nominal value and directly attributable costs.
1.21 Earnings per share
Basic earnings per share is calculated by dividing:
• the profit or loss attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares;
• by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in
ordinary shares issued during the year and excluding treasury shares.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
• the after-income tax effects of interest and other financing costs associated with dilutive potential ordinary shares; and
• the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of
all dilutive potential ordinary shares.
2 New standards and interpretations
The IASB and IFRS Interpretations Committee have issued the following standards and interpretations with an effective date of
implementation for accounting periods beginning after the date on which the Group’s financial statements for the current year
commenced.
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Notes to the group financial statements continued
i) New standards and amendments – applicable 1 January 2024
The following standards and interpretations apply for the first time to financial reporting periods commencing on or after
1 January 2024:
Standard or Amendment
Material impact
on financial
statements
Amendment to IFRS 16 – Leases: Leases on sale and leaseback
No
Amendment to IAS 1 – Presentation of Financial Statements: Non-current liabilities with covenants
No
Amendments to IAS 7 – Statement of Cash Flows and IFRS 7 – Financial Instruments: Supplier finance
No
ii) Forthcoming requirements
As at 31 December 2024, the following standards and interpretations had been issued but were not mandatory for annual
reporting periods commencing on or after 1 January 2025:
Standard or Amendment
Effective for
accounting
periods
beginning on or
after
Expected Impact
Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates: Lack of
exchangeability
1 January 2025
None
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures
1 January 2026
None
Amendments to IFRS 1 First-time Adoption of International Financial Reporting
Standards
1 January 2026
None
Amendments to IFRS 7 Financial Instruments: Disclosures and its accompanying
Guidance on implementing IFRS 7
1 January 2026
None
Amendments to IFRS 9 Financial Instruments
1 January 2026
None
Amendments to IFRS 10 Consolidated Financial Statements
1 January 2026
None
Amendments to IAS 7 Statement of Cash flows
1 January 2026
None
Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS
1 January 2026
None
IFRS 18 Presentation and Disclosure of Financial Statements
1 January 2027
Assessment ongoing
The Directors do not expect the adoption of these amendments and new standards to have a material impact on the Group’s
financial statements, with the exception of presentational changes as a result of IFRS 18. Given that IFRS 18 is not effective until
the period beginning 1 January 2027, the impact assessment of this standard is ongoing and will be considered further in the
coming years.
3 Critical accounting estimates and judgements
The Group and Company make estimates and assumptions concerning the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk to the carrying
amounts of assets and liabilities within the next financial year are discussed below:
Going concern
The Directors have considered the ability of the Group and the Company to continue as a going concern and this is considered
to be a significant judgement made by the Directors in preparing the financial statements.
The ability of the Group and Company to continue as a going concern is ultimately dependent upon the amount and timing of
cash flows arising from the exploitation of the Group and Company's intellectual property and the availability of existing and/
or additional funding to meet the short-term needs of the business until the commercialisation of the Group and Company's
portfolio is reached. The Directors consider it is appropriate for the financial statements to be prepared on a going concern
basis based on the estimates they have made. See note 1 for further information.
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Associate
A judgement has been made that the Group exerts significant influence on TerpeneTech (UK) such that it is an associate
company and, as such, adoption of equity accounting is appropriate. See note 1.2 for further information of assumptions made.
See note 15 for the carrying value of associates.
Impairment assessment of intangibles and investments
The Group and Company have made estimates of future revenues that are likely to be derived from the business when
considering the carrying value of intangible assets owned by the Group. Assumptions have been made the products will
be successfully developed, registered and commercialised in reasonable timescales and at reasonable cost. Estimates have
also been made for weighted average cost of capital and profit margins. See note 12 and note 15 for further information of
assumptions and estimates made along with the carrying value.
Assessment of useful life of intangible assets
The Group and Company have estimated the useful life of intangible assets by considering intellectual property protection
that it owns, such as patents which have a known expiry date. See note 12 for further information on assumptions and
estimates made.
Share-based payments
The Group and Company have used appropriate models to value share options granted by the Company. Please refer to
note 22 for information on estimates and judgements used.
Other accounting judgements
In addition to the above, the Group and Company have made other judgements which are considered of lesser significance.
Capitalised development costs and Intellectual property
The Directors have exercised a judgement that the development costs incurred meet the criteria in IAS 38 Intangible Assets for
capitalisation. In making this judgement, the Directors considered the following key factors:
• The availability of the necessary financial resources and hence the ability of the Group and Company to continue as a going
concern.
• The assumptions surrounding the perceived market sizes for the products and the achievable market share for the Group
and Company.
• The successful conclusion of commercial arrangements, which serves as an indicator as to the likely success of the projects
and, as such, any need to potential impairment.
£1,816 of research expenditure, not including R & D payroll costs, has been recognised as an expense in the current year in the
P&L in excess of the amortisation of intangible assets as disclosed in note 12 (2023: £37,627).
Revenue - Performance obligations
The Directors exercised a judgement that the performance obligations set out in a contract with a customer had not yet been
met and, as such, did not recognise revenue which had been invoiced but not paid at the year end. See note 1.4 for further
information on policies applied.
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Notes to the group financial statements continued
4 Revenue and Segmental Information
IFRS 8 requires operating segments to be reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, who is responsible for the resource allocation and assessing
performance of the operating segments has been identified as the Executive Directors as they are primarily responsible for the
allocation of the resources to segments and the assessment of performance of the segments.
The Executive Directors monitor and then assess the performance of segments based on product type and geographical
area using a measure of adjusted EBITDA. This is the operating loss of the segment after excluding the share-based payment
charge, amortisation of intangible and Right of Use assets and depreciation of plant, property and equipment. These items,
together with interest income and expense are allocated to Agrochemicals, being the Group and Company’s primary focus.
The segment information for the year ended 31 December 2024 is as follows:
Agrochemicals
£
Consumer
products
£
Total
£
Revenue
R&D charges
444,480
198,576
643,056
Royalties
8,900
73,627
82,527
Product sales
3,577,020
–
3,577,020
Total revenue
4,030,400
272,203
4,302,603
Adjusted EBITDA(1)
(1,656,754)
272,203
(1,384,551)
Share Based Payment charge
(204,928)
–
(204,928)
EBITDA
(1,861,682)
272,203
(1,589,479)
Amortisation of intangible assets
(350,753)
(13,566)
(364,319)
Depreciation of plant, property and equipment and right-of-use
assets
(232,481)
–
(232,481)
Finance costs, foreign exchange and investment revenues
3,853
–
3,853
Income Tax
267,008
–
267,008
Share of Associate’s profit
–
2,279
2,279
(Loss)/Profit for the Year
(2,174,055)
260,916
(1,913,139)
Total Assets
15,219,079
186,741
15,405,820
Total assets includes:
Additions to Non-Current Assets
2,592,254
60,061
2,652,315
Total Liabilities
3,568,234
–
3,568,234
(1) Adjusted EBITDA is adjusted to remove the effect of the non-cash share based payment charge only.
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The segment information for the year ended 31 December 2023 is as follows:
Agrochemicals
£
Consumer
products
£
Total
£
Revenue
R&D charges
501,324
9,133
510,457
Royalties
17,391
50,811
68,202
Product sales
2,613,368
–
2,613,368
Total revenue
3,132,083
59,944
3,192,027
Adjusted EBITDA(1)
(1,064,982)
59,944
(1,005,038)
Share Based Payment charge
(236,576)
–
(236,576)
EBITDA
(1,301,558)
59,944
(1,241,614)
Amortisation of intangible assets
(405,379)
(13,272)
(418,651)
Depreciation of plant, property and equipment and right-of-use
assets
(206,426)
–
(206,426)
Finance costs, foreign exchange and investment revenues
(51,995)
–
(51,995)
Impairment of intangible assets
(4,968,529)
–
(4,968,529)
Income Tax
428,326
–
428,326
Share of Associate’s loss
–
(33,047)
(33,047)
(Loss)/Profit for the Year
(6,505,561)
13,625
(6,491,936)
Total Assets
16,458,177
136,542
16,594,719
Total assets includes:
Additions to Non-Current Assets
1,730,280
37,539
1,767,819
Total Liabilities
3,048,922
–
3,048,922
2024
£
2023
£
Revenue analysed by geographical market
UK
90,819
59,944
Europe
4,211,784
3,132,083
4,302,603
3,192,027
The above analysis represents sales to the Group’s direct customers who further distribute these products to their end markets.
Revenues of approximately £3,855,566 (2023: £2,464,372) are derived from three customers who each account for greater than 10%
of the Group’s total revenues:
Customer
2024
£
2024
%
2023
£
2023
%
A
1,269,185
29.5%
1,594,410
49.9%
B
2,046,109
47.6%
869,962
27.3%
C
540,272
12.6%
–
–
100% of the revenue generated in the year (2023: 100%) was recognised at a point in time.
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Eden Research plc | Annual Report 2024
5 Operating loss
2024
£
2023
£
Operating loss for the year is stated after charging:
Fees payable to the Company's auditor for the audit of the Company's financial
statements*
75,000
78,000
Fees payable to the Company's auditor for interim review of half-yearly results
4,295
8,000
Depreciation of right-of-use assets (note 14)
137,336
135,340
Depreciation on property, plant and equipment (note 13)
95,145
71,086
Amortisation of intangible assets (note 12)
364,319
418,651
Bad debt write off
34,057
–
Research expenses
1,816
37,627
Share-based payment charge (note 22)
204,928
236,576
* Included in the fees payable to the Company’s auditor for the audit of the Company’s financial statements are overruns from
the prior year audit of £nil (2023: £10,000).
6 Employees
The average monthly number of persons (including Directors) employed by the Group and Company during the year was:
2024
Number
2023
Number
Management
5
5
Operational
18
14
23
19
Their aggregate remuneration (including Directors) comprised:
2024
£
2023
£
Wages and salaries
1,670,854
1,569,096
Social security costs
218,821
154,538
Pension costs
66,288
54,991
Benefits in kind
8,152
7,186
Share-based payment charge
204,928
236,576
2,169,043
2,022,387
Notes to the group financial statements continued
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7 Directors’ remuneration
2024
£
2023
£
Remuneration for qualifying services
661,821
780,706
Company pension contributions to defined contribution schemes
33,339
31,010
Non-executive Directors’ fees
122,921
120,000
Share-based payment charge relating to all Directors
174,363
198,749
992,444
1,130,465
Benefits in kind
8,152
7,186
Social security costs
115,612
77,384
1,116,208
1,215,035
The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023: 2).
The number of Directors who are entitled to receive shares under long term incentive schemes during the year is 2 (2023: 2).
Remuneration disclosed above includes the following amounts paid to the highest paid Director:
2024
£
2023
£
Remuneration for qualifying services (including pension and excluding share-based
payment charge)
396,949
463,539
The Executive Directors are considered to also be the key management personnel of the Company and Group. Details of
Directors’ share options can be found on page 33 in the Remuneration report.
2024
Salary
£
Bonus
£
Fees
£
Pension
£
Share-
based
Payments
£
Total
£
A Abrey
228,042
55,870
–
14,299
74,793
373,004
S Smith
303,541
74,368
–
19,040
99,570
496,519
R Cridland
–
–
40,000
–
–
40,000
L van der Broek
–
–
45,000
–
–
45,000
D McAllan
26,254
26,254
R Horsman
–
–
11,667
–
–
11,667
531,583
130,238
122,921
33,339
174,363
992,444
2023
Salary
£
Bonus
£
Fees
£
Pension
£
Share-
based
Payments
£
Total
£
A Abrey
217,100
117,777
–
13,300
85,242
433,419
S Smith
289,030
156,799
–
17,710
113,507
577,046
R Cridland
–
–
40,000
–
–
40,000
L van der Broek
–
–
45,000
–
–
45,000
R Horsman
–
–
35,000
–
–
35,000
506,130
274,576
120,000
31,010
198,749
1,130,465
Benefit in kind relates to cumulative life insurance charge and cannot be allocated to individual directors.
72
Eden Research plc | Annual Report 2024
8 Interest income
2024
£
2023
£
Interest income
Bank Deposits
110,483
34,014
Total interest income for financial assets that are not held at fair value through profit or loss is £110,483 (2023: £34,014).
9 Finance costs and foreign exchange differences
2024
£
2023
£
Interest on lease liabilities
9,732
17,009
Credit charges
910
198
Finance costs
10,642
17,207
Foreign exchange losses
(95,988)
(68,802)
10 Income tax credit
2024
£
2023
£
Current tax
UK corporation tax on loss for the current year
(309,636)
(317,201)
Adjustments in respect of prior years
42,628
(111,125)
Total UK current tax income
(267,008)
(428,326)
The credit for the year can be reconciled to the loss per the income statement as follows:
2024
£
2023
£
Loss before tax
(2,180,147)
(6,920,262)
Expected tax credit based on a corporation tax rate of 25% (2023: 23.52%)
(545,037)
(1,627,683)
Ineligible fixed asset differences
527
138,762
Income not taxable for tax purposes
(570)
–
Expenses not deductible for tax purposes
58,956
72,069
Additional deduction for R&D expenditure
(357,913)
(324,836)
R&D claim
(309,636)
(317,201)
Surrender of tax losses for R&D tax credit refund
774,090
660,006
Adjustment in respect of prior years
42,628
(111,125)
Temporary differences not recognised in the computation
(2,321)
–
Deferred tax not recognised
72,268
1,081,682
Taxation credit for the year
(267,008)
(428,326)
There are no future factors at the reporting date that are expected to impact the Group’s future tax charge. The Group is not
within the scope of the OECD Pillar Two model rules.
The taxation credit for the year represents the research and development credit for the year ended 31 December 2024.
Notes to the group financial statements continued
73
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Statements
Annual Report
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Company
Overview
Governance
Eden Research plc | Annual Report 2024
The current tax recoverable as at 31 December 2024 represents R&D tax credits and is made up as follows:
2024
£
2023
£
Current tax
R&D cash tax credit for the current year
(309,636)
(317,201)
R&D cash tax credit for the prior year
(317,201)
–
Adjustments in respect of prior years
42,628
–
Total UK current tax recoverable
(584,209)
(317,201)
Deferred Tax
The losses carried forward, after the above offset, for which no deferred tax asset has been recognised, amount to
approximately £36,087,896 (2023: £29,635,304).
The unprovided deferred tax asset of £9,021,974 (2023: £7,408,826) arises principally in respect of trading losses. It has been
calculated at 25% (2023: 25%) and has not been recognised due to the uncertainty of timing of future profits against which it
may be realised.
Only U.K. tax is considered as most of the operations are in the U.K and Ireland is immaterial in terms of operations.
11 Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all
dilutive potential ordinary shares.
Share options outstanding are anti-dilutive in nature due to the loss incurred and therefore are not considered for computing
diluted EPS.
2024
£
2023
£
Weighted average number of ordinary shares for basic and diluted earnings per share
533,352,523
420,921,123
Earnings (all attributable to equity shareholders of the Company)
Loss for the period
(1,906,591)
(6,494,249)
Basic and diluted earnings per share
(0.36p)
(1.54p)
74
Eden Research plc | Annual Report 2024
12 Intangible assets
Group
Licences and
trademarks
£
Development
costs
£
Intellectual
property
£
Total
£
Cost
At 1 January 2023
456,684
9,074,031
9,507,057
19,037,772
Additions
–
1,605,299
45,166
1,650,465
At 31 December 2023
456,684
10,679,330
9,552,223
20,688,237
Additions
–
2,392,285
147,775
2,540,060
At 31 December 2024
456,684
13,071,615
9,699,998
23,228,297
Amortisation and impairment
At 1 January 2023
450,192
2,993,379
7,146,681
10,590,252
Impairment charge for the year
2,545
3,260,862
1,705,122
4,968,529
Amortisation charge for the year
1,388
253,811
163,452
418,651
At 31 December 2023
454,125
6,508,052
9,015,255
15,977,432
Amortisation charge for the year
1,044
296,237
67,038
364,319
At 31 December 2024
455,169
6,804,289
9,082,293
16,341,751
Carrying amount
At 31 December 2024
1,515
6,267,326
617,705
6,886,546
At 31 December 2023
2,559
4,171,278
536,674
4,710,511
Company
Licences and
trademarks
£
Development
costs
£
Intellectual
property
£
Total
£
Cost
At 1 January 2023
456,684
9,074,030
9,374,314
18,905,028
Additions
–
1,605,299
45,166
1,650,465
At 31 December 2023
456,684
10,679,329
9,419,480
20,555,493
Additions
–
2,392,285
147,775
2,540,060
At 31 December 2024
456,684
13,071,614
9,567,255
23,095,553
Amortisation and impairment
At 1 January 2023
450,192
2,993,379
7,107,158
10,550,729
Impairment charge for the year
2,545
3,260,862
1,705,122
4,968,529
Amortisation charge for the year
1,388
253,811
150,180
405,379
At 31 December 2023
454,125
6,508,052
8,962,460
15,924,637
Amortisation charge for the year
1,044
296,237
53,472
350,753
At 31 December 2024
455,169
6,804,289
9,015,932
16,275,390
Carrying amount
At 31 December 2024
1,515
6,267,325
551,323
6,820,163
At 31 December 2023
2,559
4,171,277
457,020
4,630,856
Intellectual property represents intellectual property in relation to use of encapsulated terpenes in agrochemicals in the form
of licences, patents and development costs. Intellectual property includes patents and know-how acquired by the Group.
The remaining useful economic life of these assets is 6 years (2023: 7 years) to 31 December 2030.
Notes to the group financial statements continued
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Governance
Eden Research plc | Annual Report 2024
Licences and trademarks include an inward licence in respect of a patented technology.
Development costs includes trials and study costs relating to products that have been, or are being developed, by the Group
and Company.
£ 1,045,040 (2023: £1,096,545) of development costs relate to assets under development for which no amortisation has been
charged in 2024 or 2023.
Impairment review at 30 June 2023
The impairment review that was undertaken as part of the Group’s 2022 accounts preparation resulted in headroom over the
carrying value of only £0.9m (down from £8.3m in 2021), a small margin given intangible assets amounted to £8.4m at that time.
Given the marginal headroom and general downward trend, the management team and Audit Committee agreed it was
appropriate to undertake a further impairment review of the Group’s intangible assets, as part of the preparation of the Group’s
2023 Interim reporting.
The need for an interim impairment review was also driven by external factors such as continuing high interest rates and
inflation which it was felt might impact the discount rate used in the Cash Generating Unit (CGU) calculations. The Board
agreed to appoint an independent advisor to undertake an impairment review, based on the current position of the Group and
Company, and the current financial environment.
The total carrying value of the intangible assets was allocated to the Agrochemicals CGU as the largest CGU in which cash
inflows are generated. The recoverable amounts of the intangible assets were determined based on value in use calculations
based on the Agrochemicals CGU.
The Directors prepared a discounted cash-flow forecast, based on product sales forecasts including those provided by the
Group's commercial partners, and have taken into account the market potential for the Group's products and technologies
using third party market data that the Group has acquired licences to. The discounted cash-flow forecast is limited to those
products which are already being sold, or are expected to be sold in 2023, or early 2024.
The forecast covered a period of 7.5 years to 31 December 2030, with no terminal value, reflecting the useful economic life of
the patent in respect of the underlying technology. Financial forecasts were based on the approved budget. Financial forecasts
were used on the approved long-term plan.
The discount rate was derived from the Group's weighted average cost of capital, taking into account the cost of equity and debt, to
which specific market-related premium and company-related premium adjustments were made. The discount rate used was 16.36%.
Tax rate was assumed at 25% which is in line with the rate in the years the Group have earnings, however the current losses brought
forward as at 30 June 2023 exceed £30m so not tax charge was included in the forecasted years where the Group is profitable.
Based on the above assumptions, the value in use of the intangible assets was £4,968,529 lower than the carrying value of the
intangible assets indicating that an impairment of intangible assets is required at 30 June 2023. The impairment charge of
£4,968,529 was charged immediately to the statement of comprehensive income.
An impairment review was performed at December 2024, and no further impairments have been identified at 31 December 2024.
Impairment review at December 2024
An annual impairment review is undertaken by the Board of Directors. The Directors have considered the progress of the
business in the current year, including a review of the potential market for its products, the progress the Group and Company
have made in registering its products and other key commercial factors to perform the review.
The total carrying value of the intangible assets was allocated to the Agrochemicals CGU as the largest CGU in which cash
inflows are generated. The recoverable amounts of the intangible assets were determined based on value in use calculations
based on the Agrochemicals CGU.
The Directors prepared a discounted cash-flow forecast, based on product sales forecasts including those provided by the
Group's commercial partners, and have taken into account the market potential for the Group's products and technologies
using third party market data that the Group has acquired licences to. The discounted cash-flow forecast is limited to those
products which are already being sold, or are expected to be sold in 2025.
The forecast covered a period of 6 years to 31 December 2030, with no terminal value, reflecting the useful economic life of
the patent in respect of the underlying technology. Financial forecasts were based on the approved budget. Financial forecasts
for 2025-2028 were used on the approved long-term plan. Financial forecasts for 2029-2030 were extrapolated based on a
long-term growth rate of 50%.
76
Eden Research plc | Annual Report 2024
The discount rate was derived from the Group's weighted average cost of capital, taking into account the cost of equity and
debt, to which specific market-related premium and company-related premium adjustments were made. The discount rate
used was 17.11%.
Tax rate was assumed at 25% which is in line with the rate in the years the Group have earnings, however the current losses brought
forward as at 31 December 2024 exceed £30m so not tax charge was included in the forecasted years where the Group is profitable.
The estimated recoverable amount of the CGU was higher than its carrying amount by £0.01m.
As this initial assessment resulted in minimal headroom, the Board also considered other factors such as the continued revenue
growth seen over the past few years, which is expected to continue for the foreseeable future and beyond 2030.
Based on the overall review carried out, the Board is satisfied that intangible assets are not impaired further.
The key assumptions of the forecast are the future cash flows, driven primarily by level of sales, and the discount rate.
The discount rate is estimated using pre-tax rates that reflect current market assessments of the time value of money and the
risk specific to the CGU. The rate used was 17.11% (2023: 16.62%). The increase in the rate reflects wider market movements as
well as increased forecasting risk given high, current inflation rates.
As part of the impairment review, a sensitivity analysis was conducted to stress test the impairment review. The assumed
sensitivities included increasing the discount rate by 1% and reducing the growth rate in which YE2029 and YE2030 are
projected on by 1%. On a sensitised scenario, an impairment of £0.7m would be required. However, as above, the Board
believe there to be additional value of the business which is not captured in the Group’s discounted cashflow forecast.
As set out in the Strategic Report, the business is in a critical phase of its development as the development of products is
transitioned to revenue generation. The value of the CGU is supported by forecasts of continued revenue growth of existing
products and the successful introduction and growth of sales of products currently under development. The forecasts are highly
sensitive to the revenue growth assumptions and are reliant on the Group meeting the forecast sales, with small deviations
from this leading to impairment indicators.
The Board is therefore satisfied that reasonable changes in assumptions have been considered and no further impairments
have been identified at 31 December 2024.
13 Property, plant and equipment
Group and Company
Fixtures and
Fittings
£
Total
£
Cost
At 1 January 2023
332,956
332,956
Additions – owned
102,391
102,391
At 31 December 2023
435,347
435,347
Additions – owned
48,649
48,649
At 31 December 2024
483,996
483,996
Accumulated depreciation and impairment
At 1 January 2023
134,170
134,170
Charge for the year
71,086
71,086
At 31 December 2023
205,256
205,256
Charge for the year
95,145
95,145
At 31 December 2024
300,401
300,401
Carrying amount
At 31 December 2024
183,595
183,595
At 31 December 2023
230,091
230,091
Notes to the group financial statements continued
77
Financial
Statements
Annual Report
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Company
Overview
Governance
Eden Research plc | Annual Report 2024
14 Right-of-use assets
Group and Company
Leasehold
premises
£
Motor
vehicles
£
Total
£
Cost
At 1 January 2023
443,777
137,436
581,213
Additions
–
14,963
14,963
Disposals
–
(22,282)
(22,282)
At 31 December 2023
443,777
130,117
573,894
Additions
–
63,605
63,605
Disposals
–
(50,208)
(50,208)
At 31 December 2024
443,777
143,514
587,291
Accumulated depreciation and impairment
At 1 January 2023
210,741
37,658
248,399
Charge for the year
90,876
44,464
135,340
Eliminated on disposals
–
(22,282)
(22,282)
At 31 December 2023
301,617
59,840
361,457
Charge for the year
90,876
46,460
137,336
Eliminated on disposals
–
(50,208)
(50,208)
At 31 December 2024
392,493
56,092
448,585
Carrying amount
At 31 December 2024
51,284
87,422
138,706
At 31 December 2023
142,160
70,277
212,437
15 Investments
Current
Non-current
Group and Company
2024
£
2023
£
2024
£
2023
£
Investment in associates
–
–
299,476
297,197
Details of the Group’s associates at 31 December 2024 are as follows:
Name of
undertaking
Registered
office
Principal
activities
Class of shares
held
% held
Direct
Voting
TerpeneTech
Limited (UK)
United Kingdom
Research and
experimental
development on
biotechnology
Ordinary
29.90
29.90
78
Eden Research plc | Annual Report 2024
2024
£
2023
£
Non-current assets
253,566
315,918
Current assets
406,880
311,599
Non-current liabilities
–
(23,819)
Current liabilities
(300,756)
(309,349)
Net assets (100%)
359,690
294,349
Company’s share of net assets
107,547
88,010
Separable intangible assets
81,491
96,059
Goodwill
412,649
412,649
Impairment of investment in associate
(302,211)
(299,521)
Carrying value of interest in associate
299,476
297,197
Revenue
736,271
515,647
100% of profit/(loss) after tax
56,344
(61,802)
29.9% of profit/(loss) after tax
16,847
(18,479)
Amortisation of separable intangible
(14,568)
(14,568)
Company’s share of profit/(loss) including amortisation of separable intangible asset
2,279
(33,047)
The separable intangible assets relate to the biocide registration for geraniol which TerpeneTech (UK) co-owns which was
originally valued using discounted cashflows.
The associate is included in the Consumer Products operating segment.
TerpeneTech Limited's (“TerpeneTech (UK)”) registered office is Kemp House, 124 City Road, London, EC1V 2NX and its
principal place of business is 3 rue de Commandant Charcot, 22410, St Quay Portrieux, France.
The Directors have considered the progress of the business in the current year, including a review of the potential market for its
products, the progress TerpeneTech (UK) has made in registering its products and other key commercial factors to determine
whether any indicators of impairment exist. As a result of identification of indicators of impairment, an impairment review of the
investment in TerpeneTech (UK) was undertaken by the Board of Directors.
The Directors have used discounted cash-flow forecasts, based on product sales forecasts provided by TerpeneTech (UK), and
have taken into account the market potential for those products. These forecasts cover a 6-year period, with no terminal value,
in line with the patent of the underlying technology.
The key assumptions of the forecast are the growth rate and the discount rate. The discount rate is estimated using pre-tax
rates that reflect current market assessments of the time value of money and the risk specific to the asset. The rate used was
17.11% (2023: 16.62%). The increase in the rate reflects the wider market movements as based on the comparable group as well
as increased forecasting risk given high, current inflation rates.
Based on the review the Directors carried out, it was determined that the Investment was not impaired and, as such, no
impairment charge (2023: £nil) was recognised.
An increase in the discount rate of 11% would result in an impairment.
The growth rates are derived from discussions with the Company's commercial partner, TerpeneTech (UK), as described above.
The average annual growth rate has been assumed at 20% (2023: 20%) and is based on the sales of geraniol only.
With no growth in the forecast geraniol sales from 2025 over the entire forecast period, there would be an impairment of
£138,835.
The Directors have also considered whether any reasonable change in assumptions would lead to a material change in
impairment recognised and are satisfied that this is not the case.
Notes to the group financial statements continued
79
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
Eden Research plc | Annual Report 2024
16 Subsidiaries
Details of the Company's subsidiaries at 31 December 2024 are as follows:
Name of
undertaking
Registered
office
Principal
activities
Class of shares
held
% held
Direct
Voting
TerpeneTech
Limited
Republic of Ireland
Sale of biocide
products
Ordinary
50.00
50.00
Eden Research
Europe Limited
Republic of Ireland
Dormant
Ordinary
100.00
100.00
TerpeneTech Limited (“TerpeneTech (Ireland)”), whose registered office is 108 Q House, Furze Road, Sandyford, Dublin,
Ireland, was incorporated on 15 January 2019 and is jointly owned by both the Company and TerpeneTech (UK), the Company's
associate.
The Company has the right to appoint a director as chairperson who will have a casting vote, enabling the Group to exercise
control over the Board of Directors in the absence of an equivalent right for TerpeneTech (UK). The Company owns 500 ordinary
shares in TerpeneTech (Ireland).
Eden Research Europe Limited, whose registered office is 108 Q House, Furze Road, Sandyford, Dublin, Ireland, was
incorporated on 18 November 2020 and is wholly owned by the Company.
Non-controlling interests
The following table summarises the information relating to the Group’s subsidiary with material non-controlling interest, before
intra-Group eliminations:
2024
2023
Non-controlling interest (NCI) percentage
50%
50%
£
£
Non-current assets
66,383
79,655
Current assets
120,358
56,887
Non-current liabilities
–
–
Current liabilities
(230,208)
(166,914)
Net liabilities (100%)
(43,467)
(30,372)
Carrying amount of NCI (50% of net liabilities)
(21,734)
(15,186)
Revenue
73,627
50,811
Profit/(loss) after tax
(13,095)
4,625
Other comprehensive income
–
–
Total comprehensive loss
(13,095)
4,625
Share of NCI (50% of total comprehensive (loss)/profit)
(6,548)
2,313
Cash flows from operating activities
–
–
Cash flows from investing activities
–
–
Cash flows from financing activities
–
–
Net increase / (decrease) in cash and cash equivalents
–
–
Dividends paid to non-controlling interests
–
–
80
Eden Research plc | Annual Report 2024
17 Inventories
Group and Company
2024
£
2023
£
Raw materials
409,367
149,644
Goods in transit
–
27,736
Finished goods
123,283
787,172
532,650
964,552
No provision was made for obsolete inventory in the current year (2023: £nil).
Raw materials of £805,726 (2023: £1,276,677) were consumed during the year. This has been recognised within cost of sales in the
Consolidated statement of comprehensive income.
18 Trade and other receivables
Group
Company
2024
£
2023
£
2024
£
2023
£
Trade receivables
2,138,725
1,788,151
2,138,725
1,788,151
VAT recoverable
244,974
386,684
244,975
386,684
Other receivables
177,061
112,375
286,911
222,403
Prepayments and accrued income
545,082
162,413
545,082
162,413
3,105,842
2,449,623
3,215,693
2,559,651
No provision for doubtful debts in the current year (2023: £nil).
Trade receivables disclosed above are measured at amortised cost. The Directors consider that the carrying amount of trade
and other receivables approximates their fair value.
Trade receivables of £1,571,516 (2023: £1,355,690) at the reporting date were held in Euros and £112,540 (2023: £111,654) were
held in USD, with the remainder being in GBP. Please see note 30 for further details.
19 Trade and other payables
Group
Company
2024
£
2023
£
2024
£
2023
£
Current
Trade payables
2,559,056
1,925,559
2,559,056
1,925,559
Accruals and deferred income
634,614
640,342
634,614
640,342
Social security and other taxation
108,490
56,841
108,490
56,841
Other payables
97,342
196,411
97,342
196,411
3,399,502
2,819,153
3,399,502
2,819,153
Trade payables of £1,023,914 (2023: £597,876) at the reporting date were held in Euros and £558,234 (2023: £382,852) were held
in USD, with the remainder being in GBP. Please see note 30 for further details.
Notes to the group financial statements continued
81
Financial
Statements
Annual Report
Statements
Company
Overview
Governance
Eden Research plc | Annual Report 2024
20 Lease liabilities
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more
than 12 months from the reporting date, as follows:
Group and Company
2024
£
2023
£
Current liabilities
109,039
142,849
Non-current liabilities
59,693
86,920
168,732
229,769
Maturity analysis – total future payments due under leases:
Group and Company
2024
£
2023
£
Within one year
109,039
152,694
In two to five years
69,426
89,285
Total undiscounted liabilities
178,465
241,979
Future finance charges and other adjustments
(9,733)
(12,210)
Lease liabilities in the financial statements
168,732
229,769
Set out below are the future undiscounted cash outflows to which the lessee is exposed to that are reflected in the
measurement of lease liabilities, categorised by type of leased item:
Land and buildings
2024
£
2023
£
Within one year
59,012
106,735
Between two and five years
–
59,949
59,012
166,684
Motor vehicles
2024
£
2023
£
Within one year
50,027
45,959
Between two and five years
59,693
29,336
109,720
75,295
Cash paid in respect of lease liabilities in the year was £155,528 (2023: £156,548) excluding interest and expenses relating to
leases of low-value assets.
The Group holds nine leases, for two properties and seven vehicles. All leases have fixed lease repayments and average
remaining terms of 0.6 years (2023: 1.6 years) for the properties and 2.1 years (2023: 1.7 years) for the vehicles.
The incremental borrowing rates applied to lease liabilities recognised in the statement of financial position at the date of
initial application of IFRS 16 were 4.75% for land and buildings and 8.71% for other assets.
Amounts recognised in profit or loss include the following:
2024
£
2023
£
Interest on lease liabilities
9,732
17,009
Expense relating to leases of low-value assets
–
740
82
Eden Research plc | Annual Report 2024
21 Retirement benefit schemes
Defined contribution schemes
The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held
separately from those of the Group in an independently administered fund.
The total costs charged to the income statement in respect of defined contribution plans is £66,288 (2023: £54,991).
Retirement benefit contributions of £10,695 remained unpaid as at 31 December 2024 (2023: £nil).
22 Share-based payment transactions
Long-Term Incentive Plan (“LTIP”)
Since September 2017, the Group has operated an option scheme for executive directors, senior management and certain
employees under an LTIP which allows for certain qualifying grants to be HMRC approved. Further details can be found on
page 32 of the Remuneration Report.
LTIP Replacement Award
In 2021, the Company made changes to the LTIP in line with the requirements of a fundraise completed in 2020. The new plan
was deemed a more appropriate scheme to incentivise management given the Company’s stage of development and replaced
the 2019 Award, which lapsed in its entirety in 2021.
Pursuant to the updated plan, in 2021 the Company granted options over 10.5 million new Ordinary Shares, at a strike price
of 6p each, in the amounts of 6 million awarded to Sean Smith and 4.5 million awarded to Alex Abrey. The options vested
immediately and lapse in three equal tranches in June 2022, June 2023 and June 2024. For the first five years following grant,
no shares arising from the exercise of these options may be sold unless the Company’s prevailing share price is equal to, or in
excess of, 10p.
The shares arising from exercise of options are subject to a one-year lock-in restriction, followed by a one-year orderly market
restriction.
For accounting purposes, the options granted under the LTIP Replacement Award have been treated as a modification of the
2019 Award as per IFRS 2. Where awards previously granted have been deemed to be modified, IFRS 2 requires the share-
based payment charge to comprise the original fair value of the awards, together with an incremental fair value.
The following information is relevant in the determination of the fair value of options granted under the LTIP Replacement Award.
Replacement
Awards
Grant date
30/06/2021
Number of awards
10,500,000
Share price
£0.10
Exercise price
£0.06
Expected dividend yield
-%
Expected volatility
55%
Risk free rate
0.03%
Vesting period
Nil
Expected Life (from date of grant)
0.5/1/1.5 years
As the options have been issued at a significant discount to the share price, the expected exercise has been assumed to equal
the midpoint between the vest and lapse date.
During the year, 3,500,000 (2023: 3,500,000) of the above options lapsed and £171,251 (2023: £171,251) was transferred from the
warrant reserve to retained earnings.
At 31 December 2024, there were nil (2023: 3,500,000) options still in issue. The share-based payment charge for the year ended
31 December 2024 in respect of the above LTIP Replacement Awards was £nil (2023: £nil).
Notes to the group financial statements continued
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2021 Award
Also in 2021, the Company made a further grant of options in order to ensure continuity of long-term incentive of options
over 7,183,784 new Ordinary Shares in the Company, at a strike price of 10.37p each, in the amounts of 4,102,703 awarded to
Sean Smith and 3,081,081 awarded to Alex Abrey.
These grants expire on 31 July 2025 and vest as follows:
• 1/3 upon grant;
• 1/3 12 months from the date of grant; and
• 1/3 24 months from the date of grant.
The share-based payment charge for the year ended 31 December 2024 in respect of the above 2022 LTIP awards was £nil
(2023: £119,083).
Other share options
2021 Award
In addition to the options granted under the LTIP, certain employees were awarded approved options over a total of 996,220
shares in 2021. These have been issued at a strike price of 10-10.37p with expiry date between 30 June 2022 and 30 June 2024.
640,664 of these vested immediately with the remainder vesting over a 3-year period. The share-based payments charge in
respect of all these options for the year ended 31 December 2024 was £nil (2023: £nil). During the year, none (2023: none) of
these options were exercised and 121,926 (2023: none) lapsed and £1,757 (2023: £nil ) was transferred from the warrant reserve
to retained earnings.
2022 Award
In 2022, the Company granted to employees a total of 2,006,939 options at an average exercise price of 6p. No awards were
made to directors in 2022.
50% of the options vest immediately, with the remaining 50% vesting after one year.
The following information is relevant in the determination of the fair value of options granted under the 2022 Award.
Grant date
30/6/22
Number of awards
2,006,939
Share price
£0.04
Exercise price
£0.06
Expected dividend yield
–
Expected volatility
63%
Risk free rate
0.95%
Vesting period
1 year
Expected Life (from date of grant)
3 years
The share-based payments charge in respect of all these options for the year ended 31 December 2024 was £nil (2023: £nil).
During the year, none (2023: none) of these options were exercised, 190,476 (2023: none) lapsed and £4,245 (2023: £nil) was
transferred from the warrant reserve to retained earnings.
2023 Award to Directors
The Company made a further grant of options in order to ensure continuity of long-term incentive of options over 8,698,909
new Ordinary Shares in the Company, at a strike price of 5.1p each, in the amounts of 4,968,000 awarded to Sean Smith and
3,730,909 awarded to Alex Abrey.
The Options expire on 31 August 2027 and vest as follows:
• 1/3 upon grant;
• 1/3 12 months from the date of grant; and
• 1/3 24 months from the date of grant.
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Eden Research plc | Annual Report 2024
The following information is relevant in the determination of the fair value of options granted under the 2023 Award to
Directors.
Grant date
30/8/23
Number of awards
8,698,909
Share price
£0.06
Exercise price
£0.05
Expected dividend yield
–
Expected volatility
65.6%
Risk free rate
5.4%
Vesting period
2 years
Expected Life (from date of grant)
3 years
The share-based payments charge in respect of all these options for the year ended 31 December 2024 was £79,666 (2023: £79,666).
During the year, none of these options were exercised and none lapsed and £nil was transferred from the warrant reserve to retained
earnings.
2023 Award to Employees
In addition to the above options granted to Directors, the Company granted employees a total of 2,224,976 options at an
average exercise price of 6p.
The Options expire on 30 June 2026 and vest as follows:
• 1/2 upon grant; and
• 1/2 12 months from the date of grant.
The following information is relevant in the determination of the fair value of options granted under the 2023 Award to
Employees.
Grant date
18/12/23
Number of awards
2,224,976
Share price
£0.04
Exercise price
£0.05
Expected dividend yield
–
Expected volatility
65.4%
Risk free rate
5.4%
Vesting period
2 years
Expected Life (from date of grant)
3 years
The share-based payments charge in respect of all these options for the year ended 31 December 2024 was £nil (2023: £37,827).
During the year, none (2023: none) of these options were exercised and none (2023: none) lapsed and £nil (2023: £nil) was
transferred from the warrant reserve to retained earnings.
2024 Award to Directors
The Company made a further grant of options in order to ensure continuity of long-term incentive of options over 11,918,901,
new Ordinary Shares in the Company, at a strike price of 6.5p each, in the amounts of 6,805,852 awarded to Sean Smith and
5,113,049 awarded to Alex Abrey.
The Options expire on 30 June 2028 and vest as follows:
• 1/3 upon grant;
• 1/3 12 months from the date of grant; and
• 1/3 24 months from the date of grant.
Notes to the group financial statements continued
85
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Statements
Annual Report
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Company
Overview
Governance
Eden Research plc | Annual Report 2024
The following information is relevant in the determination of the fair value of options granted under the 2024 Award to
Directors.
Grant date
04/07/24
Number of awards
11,918,901
Share price
£0.04
Exercise price
£0.07
Expected dividend yield
–
Expected volatility
65.6%
Risk free rate
5.4%
Vesting period
2 years
Expected Life (from date of grant)
3 years
The share-based payments charge in respect of all these options for the year ended 31 December 2024 was £108,411 (2023:
£nil). During the year, none of these options were exercised and none lapsed and £nil was transferred from the warrant reserve
to retained earnings.
2024 Award to Employees
In addition to the above options granted to Directors, the Company granted employees a total of 2,605,322 options at an
average exercise price of 6.5p.
The Options expire on 30 June 2028 and vest as follows:
• 1/2 upon grant; and
• 1/2 12 months from the date of grant.
The following information is relevant in the determination of the fair value of options granted under the 2024 Award to
Employees.
Grant date
31/12/24
Number of awards
2,605,322
Share price
£0.04
Exercise price
£0.07
Expected dividend yield
–
Expected volatility
65.4%
Risk free rate
5.4%
Vesting period
2 years
Expected Life (from date of grant)
3 years
The share-based payments charge in respect of all these options for the year ended 31 December 2024 was £16,852. During
the year, none of these options were exercised and none lapsed and £nil was transferred from the warrant reserve to retained
earnings.
A summary of all the above options is set out in the table below.
Options awards
Number of share options
Weighted average exercise price
(pence)
2024
2023
2024
2023
Outstanding at 1 January
23,486,534
16,312,649
7
8
Granted during the year
14,524,223
10,923,885
7
5
Exercised during the year
–
(250,000)
–
1
Lapsed during the year
(3,812,402)
(3,500,000)
6
6
Exercisable at 31 December
34,198,355
23,486,534
9
7
The exercise price of options outstanding at the end of the year ranged between 6p and 10p (2023: 5p and 10p) and their
weighted average contractual life was 2.1 years (2023: 2.2 years).
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Eden Research plc | Annual Report 2024
The share-based payment charge for the year, in respect of options, was £204,928 (2023: £236,576).
A total of £173,008 (2023: £179,407) was transferred from the warrant reserve to retained earnings in relation to share options
that lapsed in the year.
23 Share capital
Ordinary share
2024
Number
2023
Number
2024
£
2023
£
Authorised, Issued and fully paid
At the beginning of the year
533,352,523
380,858,607
5,333,529
3,808,589
Issue of shares
–
152,493,916
–
1,524,940
At the end of the year
533,352,523
533,352,523
5,333,529
5,333,529
Each ordinary share of £0.01 has voting and dividend rights attached to them.
24 Share premium account
Group and Company
2024
£
2023
£
At the beginning of the year
6,413,652
39,308,529
Issue of shares
–
8,373,415
Share issue costs
–
(840,116)
Capital reduction
–
(40,428,176)
At the end of the year
6,413,652
6,413,652
25 Warrant reserve
Group and
Company
£
Balance at 1 January 2023
701,065
Share-based payment expense in respect of options granted
236,576
Share-based payment expense in respect of options/warrants lapsed/exercised
(179,407)
Balance at 31 December 2023
758,234
Share-based payment expense in respect of options granted
204,928
Share-based payment expense in respect of options/ warrants lapsed/ exercised
(173,008)
Balance at 31 December 2024
790,154
The warrant reserve represents the fair value of share options and warrants grants, and not exercised or lapsed, in accordance
with the requirements of IFRS 2 Share Based Payments.
26 Merger reserve
Group and Company
2024
£
2023
£
At the beginning of the year
–
10,209,673
Transfer of merger reserve
–
(10,209,673)
At the end of the year
–
–
The merger reserve arose on historical acquisitions of subsidiary undertakings for which merger relief was permitted under the
Companies Act 2006.
Notes to the group financial statements continued
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Governance
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In 2023, the carrying value of the intellectual property which had arisen from an acquisition in 2003 had been reduced to
zero. As such, under the Companies Act 2006, the full balance of the merger reserve of £10,209,673 was transferred to
retained earnings.
27 Non-controlling interest
Group
2024
£
2023
£
At the beginning of the year
26,815
24,502
Share of total comprehensive loss/profit for the year
(6,548)
2,313
At the end of the year
20,267
26,815
The non-controlling interest arose from the Company’s 50% share in TerpeneTech (Ireland) Limited. See note 16 for further
information.
28 Other interest-bearing loans and borrowings
Change in liabilities, arising from financing activities are presented below:
Group and Company
2024
£
2023
£
Balance at 1 January
229,769
355,323
Changes from financing cashflows
Payment of lease liabilities*
(145,796)
(139,539)
Total changes from financing cashflows
(145,796)
(139,539)
Other changes
New leases
63,605
14,963
Adjustment to Right of Use Assets
21,154
(978)
Total other changes
84,759
13,985
Balance as at 31 December
168,732
229,769
* excluding lease interest of £9,732 (2023: £17,009)
29 Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, including Directors, is set out in note 7 in aggregate for each of the
categories specified in IAS 24 Related Party Disclosures.
Group
During the year, the Group invoiced its associate, TerpeneTech (UK), £8,900 for administration charges (2023: £9,133).
Also, during the year the Group recharged £10,769 (2023: £7,054) of expenses to TerpeneTech (UK) and incurred consultancy
charges of £8,292 (2023: £13,274).
At the year end, an amount of £167,586 was due from TerpeneTech (UK) (2023: £233,686) to the Company. This amount is
included within Trade Receivables.
At the year end, an amount of £97,342 was due to TerpeneTech (UK) (2023: £99,820) from the Company. This amount is included
within Other Payables.
At the year end, a net amount of £120,358 was due to TerpeneTech (Ireland) from TerpeneTech (UK) (2023: £56,887 due to
TerpeneTech (Ireland) from TerpeneTech (UK)). It represents the amount due in respect of the intangible asset reduced by fees
receivable in respect of sales which amounted to £73,627 (2023: £50,811). This amount is included within Other Receivables.
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Eden Research plc | Annual Report 2024
Company
During the year, the Company invoiced its associate, TerpeneTech (UK), £8,900 for administration charges (2023: £9,133).
Also, during the year the Company recharged £10,769 (2023: £7,054) of expenses to TerpeneTech (UK) and incurred consultancy
charges of £8,292 (2023: £13,274).
Further, at year end, £63,000 has been accrued in respect of management recharges from the Company to TerpeneTech
(Ireland) (2023: £10,000) and £10,156 has been recharged for audit fees (2023: £22,914). An amount of £240,070 (2023: £166,914)
is included within the Other Receivables.
At the year end, an amount of £167,586 was due from TerpeneTech (UK) (2023: £233,686). This amount is included within Trade
Receivables.
At the year end, an amount of £97,342 was due to TerpeneTech (UK) (2023: £99,820). This amount is included within Other
Payables.
Related party transactions are made on an arms’ length basis.
30 Financial risk management
Credit risk
Group
Company
2024
£
2023
£
2024
£
2023
£
Cash and cash equivalents
3,674,796
7,413,107
3,674,796
7,413,107
Trade receivables*
2,138,725
1,788,151
2,138,725
1,788,151
VAT recoverable*
244,975
386,684
244,975
386,684
Other receivables*
177,061
112,375
286,354
222,403
6,235,557
9,700,317
6,344,850
9,810,345
* See note 18
The average credit period for sales of goods and services is 175 days (2023: 204 days). No interest is charged on overdue trade
receivables. At 31 December 2024, trade receivables of £681,441 (2023: £262,322) were past due. During the year the Group
and Company provided for doubtful debts in the amount of £nil (2023: £nil).
Trade receivables of £1,571,516 (2023: £1,355,690) at the reporting date were held in Euros and £112,540 (2023: £111,654) were
held in “USD”.
Cash at bank of £1,512,694 (2023: £48,515) at the reporting date were held in Euros and £4,826 (2023: £28,510) were held
in “USD”.
The Group's policy is to recognise loss allowances for expected credit losses (ECLs) on financial assets measured at amortised
cost. The Group measures loss allowances for trade receivables at an amount equal to lifetime ECL. When determining whether
the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group
considered reasonable and supportable information that is relevant and available without undue cost of effect. This includes
both quantitative and qualitative information and analysis, based on the Group's historical experience, information credit
assessment and including forward-looking information and consideration of any actual or expected significant adverse changes
in business, financial or economic conditions that are expected to cause a significant change to the borrower’s ability to meet
its obligations.
The Group considers a financial asset to be in default and its credit risk to have increased significantly when:
• the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as
realising security (if any is held); or
• the financial asset is more than 120 days past due.
Notes to the group financial statements continued
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Liquidity risk (excluding lease liabilities)
Group and Company
Notes
2024
£
2023
£
Trade payables
19
2,559,056
1,925,559
Other payables
19
97,342
196,411
Social security and other taxation
19
108,490
56,841
2,764,888
2,178,811
The carrying amount of trade and other payables approximates their fair value.
The average credit period on purchases of goods is 113 days (2023: 117 days). No interest is charged on trade payables. The
Group has policies in place to ensure that trade payables are paid within the credit timeframe or as otherwise agreed.
Trade payables of £1,023,914 (2023: £597,876) at the reporting date were held in Euros and £558,234 (2023: £382,852) were held
in USD.
Maturity of financial liabilities (excluding lease liabilities)
The maturity profile of the Group’s financial liabilities at 31 December 2024 was as follows:
2024
£
2023
£
In one year or less, or on demand
2,764,888
2,178,811
Over one year
–
–
2,764,888
2,178,811
Liquidity risk is managed by regular monitoring of the Group’s level of cash and cash equivalents, debtor and creditor
management and expected future cash flows. See note 1 for further details on the going concern position of the Group and
Company. For details of lease liabilities, see note 20.
Market price risk
The Group’s exposure to market price risk comprises currency risk exposure. It monitors this exposure primarily through a
process known as sensitivity analysis. This involves estimating the effect on results before tax over various periods of a range
of possible changes in exchange rates. The sensitivity analysis model used for this purpose makes no assumptions about
any interrelationships between such rates or about the way in which such changes may affect the economies involved. As a
consequence, figures derived from the Group’s sensitivity analysis model should be used in conjunction with other information
about the Group’s risk profile.
The Group’s policy towards currency risk is to eliminate all exposures that will impact on reported results as soon as they arise.
Based on the foreign currency break down provided under credit risk and liquidity risk, the impact of 5%-10% movement in
foreign exchange will not have material effect.
Capital risk management
The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support
its business and maximise shareholder value.
The Group seeks to enhance shareholder value by capturing business opportunities as they develop. To achieve this goal, the
Group maintains sufficient capital to support its business.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions.
The Group looks to maintain a reasonable debt position by repaying debt or issuing equity, as and when it is deemed to
be required.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 December 2024
and 31 December 2023.
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Eden Research plc | Annual Report 2024
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group’s policy
is to keep the gearing ratio below 10% (2023: below 10%). The Group includes within net debt, any interest-bearing loans and
borrowings (none in the current or prior year), any loans from a venture partner (none in the current or prior year), trade and
other payables, less cash and cash equivalents. The Group is not subject to any externally imposed capital requirements.
31 Cash absorbed by operations
Consolidated
2024
£
2023
£
Loss for the year after tax
(1,913,139)
(6,491,936)
Adjustments for:
Taxation credited
(267,008)
(428,326)
Interest on lease liabilities
9,732
17,009
Interest income
(110,483)
(34,014)
Foreign exchange currency losses
95,988
68,802
Amortisation and impairment of intangible assets
364,319
5,387,180
Depreciation and property, plant and equipment and right-of-use assets
232,481
206,426
Share of associate's loss
(2,279)
33,047
Share-based payment expense
204,928
236,576
Bad debt write off
34,057
–
Movements in working capital:
Decrease/(Increase) in inventories
431,902
(339,094)
Increase in trade and other receivables
(656,219)
(1,790,757)
Increase in trade and other payables
567,152
1,004,833
Cash absorbed by operations
(1,008,569)
(2,130,252)
Company
2024
£
2023
£
Loss for the year after tax
(1,900,044)
(6,496,561)
Adjustments for:
Taxation credited
(267,008)
(428,326)
Interest on lease liabilities
9,732
17,009
Interest income
(110,483)
(34,014)
Foreign exchange currency (gains)/losses
95,988
68,802
Amortisation and impairment of intangible assets
350,753
5,373,908
Depreciation and property, plant and equipment and right-of-use assets
232,481
206,426
Share of associate's loss
(2,279)
33,047
Share-based payment expense
204,928
236,576
Doubtful debt provision
34,057
–
Movements in working capital:
Decrease/(Increase) in inventories
431,902
(339,094)
Increase in trade and other receivables
(656,042)
(1,772,860)
Increase in trade and other payables
567,446
1,004,833
Cash absorbed by operations
(1,008,569)
(2,130,252)
Notes to the group financial statements continued
91
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Overview
Governance
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32 Capital commitments
As at 31 December 2024, an amount of £251,226 (2023: £481,557) had been committed to by the Group and Company, for work
not yet completed, or invoiced. Work performed in both years related to on-going field trials and other regulatory studies.
Work related to prior year commitments was invoiced during 2024.
33 Contingent liabilities
The Company provides a two-year warranty for one of its products which solely relates to the product not being defective.
Given the quality control processes that are in place, the Company is satisfied that no provision is required in this respect.
34 Post balance sheet events
There were no adjusting or significant non-adjusting events between 31 December 2024 and the approval of the financial
statements.
35 Controlling party
There is no ultimate controlling company or party of Eden Research plc.
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Eden Research plc | Annual Report 2024
Company Information
Directors
A Abrey
R Cridland
D McAllan
S Smith
L Van der Broek
Secretary
A Abrey
Company number
03071324
Registered office
67c Innovation Drive
Milton Park
Abingdon
Oxfordshire
England
OX14 4RQ
Independent auditor
PKF Littlejohn LLP
15 Westferry Circus
London
E14 4HD
EDEN RESEARCH PLC
67C INNOVATION DRIVE
MILTON PARK
ABINGDON
OXFORDSHIRE
ENGLAND
OX14 4RQ
WWW.EDENRESEARCH.COM