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Plexus Holdings plc Annual Report 2024
Financial and Operational Overview
Financial Summary
Sales revenue £12.7m (2023: £1.5m)
Adjusted EBITDA £5.4m (2023: £2.5m loss) (page 7)
Profit before tax (reported) £2.8m (2023: £4.2m loss)
Profit before tax (adjusted) £3.5m (2023: £4.2m loss) (page 6)
Profit after tax £2.9m (2023: £4.0m loss)
Basic earnings per share 2.83p (2023: 4.00p loss)
Cash and cash equivalents of £2.5m (2023: £1.4m)
Total assets £19.9m (2023: £18.6m)
Total equity £15.4m (2023: £11.5m)
Operational Overview
August 2023 - value of the major rental contract announced on 6 March 2023 increased materially from c.£5m
to c.£8m.
September 2023 – successful completion of Oceaneering Plug and Abandonment (‘P&A’) campaign originally
announced in June 2022. Plexus Mud Containment System used sequentially on four different wells generated
revenues of £850,000, a 70% increase on initial estimates.
October 2023 – contract for a P&A project secured through licensor SLB for the rental of Exact™ adjustable
wellhead system and Centric Mudline tooling for a leading North Sea operator with a value of c. £100,000.
November 2023 – contract with a value of c. £175,000 awarded by Neptune Energy UK for the rental of
Exact adjustable wellhead system and Centric Mudline Suspension equipment to allow the permanent
abandonment of a UK North Sea well.
December 2023 – completed a licensing agreement with SLB replacing an existing surface production
wellhead license for a cash consideration of $5.2m.
February 2024 – contract valued in excess of £1m to provide specialised equipment and services for multiple
P&A activities in the North Sea.
February 2024 - successful completion of a customer sponsored R&D project to develop a bespoke lifetime
leak-proof replacement tubing hanger neck seal assembly ('HG-R') to upgrade and extend the field life of
existing surface production wellheads.
R&D expenditure, including patents, rose from £516k in 2023 to £558k in 2024, reflecting ongoing investment
to protect, develop, and expand the Group's product range.
Post period end
Work commenced on North Sea P&A contract announced February 2024 as above.
Major rental contract nearing completion with full revenues now anticipated to reach £9m.
Manufacturing in process of additional sets of Exact wellhead equipment to support growth in the Jack-up
rental wellhead market.
Signed a new Master Services Agreement with a well management company - anticipated to generate a variety
of work in the P&A sector, as well as in Jack-up exploration and appraisal drilling worldwide.
Annual API audit successfully completed with Company retaining its API Q1 accreditation.
Changes to the Board announced in July 2024, including founder Ben van Bilderbeek becoming
Non-executive Chair and Craig Hendrie appointed as CEO.
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Plexus Holdings plc Annual Report 2024
Chief Executive Craig Hendrie said:
“During the year to 30th June 2024, the Group made a profit before tax of £2.80m compared to a loss in the prior
year of £4.23m. This return to profitability is due to an exceptional licence deal and a large special project, in
addition to progress made in the underlying revenue of the core business of Jack-up rental wellheads.
The conclusion of the $5.2m licencing deal to SLB in December 2023 was a welcome cash boost, which also
enabled us to begin consolidating Plexus’ remaining products and licence rights into a new business direction. This
strategy builds upon our long-standing success in the Jack-up wellhead market while adapting to the changing
trends in the global offshore oil and gas drilling market. Notably, it addresses the North Sea’s shift from traditional
drilling to Carbon Capture Storage (‘CCS’) and Plug and Abandonment (‘P&A’) projects.
The £8m major rental contract has been a highlight as it has combined Plexus’ POS-GRIP Technology and “HG”
Seals deployed in a subsea application for P&A work, whilst also heavily supported by its specialised engineering
capability. Once this project is completed, it will free up resources to pursue other similar work.
The strategy now is to focus on short-term growth in Jack-up rental revenue, to maintain profitability, and to
establish a diversified mix of income that can be more resilient to future cycles of the energy market and local
government policies. This solid base will allow us to incubate and develop more of the underlying value in
applications of POS-GRIP Technology that Plexus retains, including HG-R production wellhead remediation
technology, HG Trees, the P&A market, and subsea infrastructure, such as the Python subsea wellhead system.
Our recent achievements, including securing a major contract for subsea wellhead rental equipment and specialised
P&A services for a North Sea operator, underscore Plexus' commitment to innovation and growth. By focusing on
expanding our Exact rental wellhead inventory and forging strong global partnerships, we are not only advancing
our technology but also positioning ourselves to deliver exceptional value to our shareholders. The momentum we
are building is the beginning of an exciting new chapter for Plexus.
In closing, we recently announced changes in the Plexus Board, and as the new CEO, I would like to thank Ben
van Bilderbeek and Graham Stevens for their contribution and leadership and look forward to working with Mike
Park and Stas van Bilderbeek as we build the Company, our technology and products towards an exciting future.”
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Plexus Holdings plc Annual Report 2024
Contents
Chairman’s Statement 4
Strategic Report 6
– Principal Activity 6
– Financial Results 6
– Operations 8
– Strategy and Future Developments 9
– Key Performance Indicators 9
– Principal Risks and Risk Management 9
– Section 172 Statement 11
Board of Directors 13
Directors’ Report 15
Corporate Governance 18
Audit Committee Report 26
Remuneration Committee Report 28
Statement of Directors’ Responsibilities 31
Independent Auditor’s Report to the Shareholders of Plexus Holdings Plc 32
Consolidated Statement of Comprehensive Income 38
Consolidated Statement of Financial Position 39
Consolidated Statement of Changes in Equity 40
Consolidated Statement of Cash Flows 41
Notes to the Consolidated Financial Statements 42
Parent Company Statement of Financial Position 66
Parent Company Statement of Changes in Equity 67
Parent Company Statement of Cash Flows 68
Notes to the Parent Company Financial Statements 69
Corporate Information 77
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Plexus Holdings plc Annual Report 2024
Chairman’s Statement
Business progress
The Group’s revenues increased in the 12 months to 30 June 2024 to £12.7m (2023: £1.5m), with a profit before
tax of £2.8m compared to loss of £4.2m in the prior year.
With the SLB licence deal concluded and the new Executive team in place, we are well placed to add growth in the
new energy marketplace, in particular supporting offshore activities in P&A work, gas and CCS storage, as well as
continued oil and gas drilling and development.
The December 2023 IP Licence Agreement with SLB was a significant endorsement of Plexus’ POS-GRIP
Technology. We hope to see SLB flourish with this technology as it introduces derivative products into the market,
leveraging the advantages of POS-GRIP-enabled wellheads, including reduced component complexity and the
leak-proof seal integrity provided by POS-GRIP “HG” Technology. Following this exclusive licence for onshore
and offshore surface production wellheads, we have had to readjust our expectations of the market still available
to Plexus as we now only have the right to pursue smaller development projects and more technically challenging
applications such as production wellheads requiring adjustability.
The August 2021 Exact Adjustable Wellhead licence agreement with SLB enabled Plexus to re-enter the Jack-up
adjustable wellhead market with the proven Exact and Centric wellhead and mudline suspension products, which
we originally invented and developed during the 1990’s. This product range and market sector, which in the past
was core to Plexus’ product range is once again active and is now a key part of our short-term growth strategy. The
market for rental wellheads for Jack-up rigs is somewhat different today to what we have seen in the last two decades,
especially in the North Sea where the market has switched from Exploration Drilling and Development to P&A work
with some gas and CCS storage work as well. The Exact wellhead range is perfectly suited to both P&A and drilling
work (whether it be oil and gas exploration, or CCS) and so we have continued to expand our rental inventory of
this equipment to meet strong growth expected in the Jack-up rental wellhead market at home and abroad.
Our execution of the North Sea P&A campaign (see RNS dated 16.02.2024) using Exact rental wellhead equipment
is progressing smoothly with both the equipment and Plexus’ operational support teams performing well. In a recent
development, the MR Connector, previously deployed on a floating-vessel-based P&A campaign with Oceaneering
(see RNS dated 06.10.2023), has also been ordered for one well, which is additional work scope to the original
contract. This addition to the contract for Jack-up rig operations shows the flexibility of the product as well as
Plexus’ capability to widen the scope of work and increase revenue with customers once work is underway.
To meet demand and further support growth in the Jack-up rental wellhead market, Plexus is manufacturing
additional sets of Exact wellhead equipment. The next four sets are scheduled for completion by the end of 2024,
positioning them for deployment from the start of 2025. Plexus has also signed a new Master Services Agreement
with a well management company. This agreement will facilitate orders for Exact wellhead services for global
projects, anticipated to generate a variety of work in the P&A sector, as well as in Jack-up exploration and appraisal
drilling worldwide.
The £8 million major rental contract announced last year is progressing on schedule and is expected to conclude
within the next two months. This will free up internal resources for new ventures. Upon completion, Plexus plans
to share its technical advancements with operators worldwide, which we anticipate will lead to similar opportunities.
Recently, Plexus secured a new order for subsea wellhead rental equipment and services tailored for specialised
P&A work for a North Sea operator. This project is projected to generate in excess of £0.5 million in revenue within
the current financial year.
Intellectual Property
Plexus’ IP and decades-long track record of successful invention and innovation are the core of the Company,
distinguishing it from many other wellhead and oilfield service companies.
In the Jack-up wellhead business, Plexus has a rich history of involvement in many of the wells which have been
drilled around the world. Together with the Exact licence and collaboration with SLB we have a strong and unique
position to be able to provide services for P&A work as it arises, in addition to new oil and gas or storage
developments.
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Plexus Holdings plc Annual Report 2024
Chairman’s Statement continued
POS-GRIP Technology remains central to Plexus and has been endorsed by TFMC, which has the exclusive licence
for POS-GRIP Jack-up Wellheads, and SLB, which is licenced for standard surface production wellheads. Plexus
retains the rights to all subsea applications of the technology and other special applications; a longer-term strategy
is to expand in these applications creating opportunities to broaden our product range or explore potential licensing
to existing service companies.
POS-GRIP is heavily protected by patents, as well as proprietary information and know-how. This protection is in
the process of further enhancement with two new method patents, which have now been published as applications,
and are expected to be granted in the coming months. This will give all applications of POS-GRIP, including those
already licenced to others, a renewed protection period of 20 years.
Staff
On behalf of the Board, I would once again like to thank all our employees for their dedication and hard work
during the year. I am confident that the anticipated increase in exploration and production drilling activity, are
already beginning to show positive results this year, and will not only benefit our staff but also create future
employment opportunities within Plexus.
Outlook
Despite the current climate of negativity towards offshore oil and gas, we are very optimistic about the growth of
the business and the opportunities which are suited to our unique mix of proprietary products and engineering
capability. The global demand for Jack-up rigs remains strong, and our product mix is well suited to many of the
activities that these rigs are performing, such as P&A and CCS work in the North Sea, as well as exploration and
production drilling in locations such as the Middle East and South-East Asia where demand remains strong.
With a strategy to focus on our products that provide a shorter lead time to profitability, collaboration with SLB,
and robust IP for the medium and longer term, we have a solid foundation for growth, which will benefit our
customers whilst enhancing shareholder returns. Additionally, by diversifying into P&A and emerging areas such
as CCS and geothermal, we are reducing our reliance on oil and gas exploration and development.
In closing, I thank the Board and, in particular, the new Executive team, the Aberdeen management team and our
staff for their continued hard work and support over the course of the year. I look forward to working with them all
in the year ahead as we focus on delivering on our overriding objective, which remains to generate increasing value
for all our shareholders.
Ben van Bilderbeek
Non-Executive Chairman
21 October 2024
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Plexus Holdings plc Annual Report 2024
Strategic Report
The Directors present their strategic report for the year ended 30 June 2024.
Principal Activity
The Group provides wellhead equipment and related equipment and services, for oil and gas drilling and production,
CCS and gas storage, and well P&A activities. Plexus specialises in adjustable wellhead equipment which has
particular benefits for work based on Jack-up rigs. Other specialised equipment based on Plexus POS-GRIP
Technology are also offered.
Business review
A review of the development and performance of the business during the year consistent with its size and
complexity, together with commentary on future developments including the main trends and factors likely to affect
the business, is given in the Chairman’s Statement on page 4. Where guidelines refer to the provision of key
performance indicators, the directors are of the opinion certain financial and non-financial indicators included in
the highlights on page 1, and the Directors’ Report on page 15 meet this requirement. The Directors have provided
a description of the principal risks and uncertainties facing the Group on page 9.
Financial Results
Statement of Comprehensive Income
Revenue
Revenue for the year was £12,723k, a significant increase from £1,487k in the previous year. This has been driven
by the major contract noted in the operational review which has generated £7,644k in the current year and the SLB
licensing agreement £4,082k.
Margin
Gross margin was broadly in line with last year at 72.2% (compared to 73.1% in the previous year). A year-to-year
comparison on margin adds little value given the significant difference in the revenue mix in addition to the low
revenue levels in the prior year. The licensing income has no associated cost of sales. Additionally, the specialised
project has led to significant capex leading to increased rental asset depreciation which is included in cost of sales.
Overhead expenses
Administrative expenses have increased compared to the prior year with expenditure of £5,579k (2023: £5,348k).
Continuing salary and benefit costs remain the largest component of administrative expenses at £3,267k compared
to £2,930k in the prior year.
Non-recurring items
The statement of comprehensive income includes a gain of £83k on the sale of an associate undertaking, which
was recognised as an asset held for sale in the prior year.
Additionally, non-recurring items includes a payable of £693k relating to compensation for loss of office to two
directors which was approved pre-year end and will become payable prior to or on 31 December 2024. Further
details are included in the Remuneration Committee Report.
Profit Before Tax
Profit before tax of £2,803k compares to a loss in the prior year of £4,228k.
Adjusted profit before tax of £3,496k is stated prior to Non-recurring expense of £693k for compensation for loss
of office for two directors, details of which are given in the Remuneration Committee Report on page 28.
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Plexus Holdings plc Annual Report 2024
Strategic Report continued
Adjusted EBITDA
The Directors use, amongst other things, Adjusted EBITDA as a non-GAAP measure to assess the Group’s financial
performance. The Directors consider Adjusted EBITDA to be the most appropriate measure of the underlying
financial performance of the Group in the period. Adjusted EBITDA for the year was a profit of £5,446k, compared
to a loss of £2,451k in the previous year.
Adjusted EBITDA on continuing operations is calculated as follows:
2024 2023
£’000 £’000
Operating profit / (loss)
2,910 (4,261)
Add back:
–Depreciation
560 307
–Amortisation
1,281 1,253
Non-recurring - Compensation for loss of office
693 –
Other income
2 69
Share in profit of associate
– 182
Fair value adjustment on financial assets
– (1)
––––––– –––––––
Adjusted EBITDA on continuing operations
5,446 (2,451)
––––––– –––––––
Tax
The Group shows a total income tax credit of £130k for the year compared to a tax credit of £213k for the prior
year.
Earning / (loss) per share
The Group reports basic earnings per share of 2.83p compared to a loss per share of 4.00p in the prior year.
Statement of Financial Position
Intangible Assets and Intellectual Property (“IP”)
The net book value of intangible assets was £8,312k, a decrease of 5% from £8,731k last year. This movement
represents total investment of £558k less the annual amortisation charge of £977k.
Plexus owns an extensive range of IP which includes many registered patents and trademarks across a number of
jurisdictions, and actively works to develop and protect new methods and applications. In addition to registered IP
Plexus has developed, over many years, a vast body of specialist know-how. Plexus is also currently pursuing the
registration of Method Patents, which would further extend the scope of current patent protections.
The market capitalisation of the Company at the reporting date is £13.72m, which is less than the carrying value
of the assets (£19.91m); this is an indicator of impairment. Following a thorough review, including a discounted
cashflow model which has included cashflows for 20 years, the Directors have concluded no impairment of IP is
required. Therefore, the Directors consider the current carrying values to be appropriate (note 11).
Research and Development (“R&D”)
R&D expenditure including patents increased from £516k in 2023 to £558k in 2024. Continued investment in R&D
demonstrates the Group is protecting, developing, and broadening the range of its product offering.
Tangible Assets
The net book value of property, plant and equipment and items under construction at the year-end was £3,908k
compared to £1,404k last year. Capital expenditure on tangible assets increased to £3,064k compared to £890k in
the prior year. The capex in the year was largely to service the major contract, and the equipment used can be
deployed again in the future.
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Plexus Holdings plc Annual Report 2024
Strategic Report continued
Investments / Asset held for sale
The asset held for sale in the prior year relates to Plexus’ 49% investment in Kincardine Manufacturing Services
Limited (“KMS”). The investment was subsequently sold for a total consideration of £1m in the year. The sale
gave rise to a gain on sale of £83k which is included in the statement of comprehensive income. The sale was to a
related party as documented in note 27.
Cash and Cash Equivalents
Cash at the year-end was £2,486k compared to £1,449k in the prior year, reflecting a net cash inflow for the year
of £1,037k.
The expected future cash inflows and the cash balances held are anticipated to be adequate to meet current on-
going working capital, capital expenditure, R&D, and project related commitments.
Convertible loans
On 31 January 2024 the company made a cash payment to redeem £850k of loan notes. Including a redemption
premium of £170k, a total payment of £1,020k was made. At the reporting date the outstanding loan notes have a
fair value of £856k (2023: £1,702).
Dividends
The Company has not paid any dividends in the year and does not propose to pay a final dividend. Whilst the
Company remains committed to distributing dividends to its shareholders when appropriate, the Directors believe
that it is prudent to suspend the payment of dividends considering the ongoing capital and operational requirements
of the business.
Operations
The Group’s primary focus during the year has been the successful delivery of the major contract noted in the
operational overview. This has generated revenue of £7,644k in the current year.
Plexus continued to invest in R&D during the year, with significant focus on optimising the Exact rental exploration
wellhead product range for the current market and completing product development and testing required for the
specialised project. R&D remains an important operational activity and further develops the value of our IP and
ability to extend the range of applications of our technology.
Staff at the end of June 2024 (excluding non-executive directors) comprised 37 employees, including one
international employee, with a weighted average total of 36 which remains unchanged from the prior year.
Staff development remains a significant focus with the completion of a comprehensive evaluation and revision of
the in-house training modules to ensure they continue to provide the necessary underpinning knowledge and skills
which is required of those fulfilling technical roles.
The Company continues to maintain the OPITO accreditation for its competency management system, with
continual developments and improvements to the process, ensuring a robust assessment of employees in
safety-critical roles.
Health and Safety continues to be a pivotal part of the business and remains a key focus. Plexus remains fully
committed to continually improving safety standards and the safety culture across the business. This is reflected in
the business being once again lost time injury (“LTI”) free this year. Plexus has now passed its ninth anniversary
of this milestone in September 2024.
Plexus continues to comply with the requirements of the API Q1/ISO 9001 and ISO 45001 standard leading to the
retention of both API 6A and 17D Licences. These accreditations demonstrate Plexus’ capability and determination
to operate under the highest standards. Post period end API conducted an audit, with Plexus retaining its API Q1
accreditation.
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Plexus Holdings plc Annual Report 2024
Strategic Report continued
Strategy and Future Developments
Plexus has been involved in the design of specialised wellhead equipment for the offshore market for over 40 years,
and this history and knowledge continues to drive the products and services that are offered.
In 2021, Plexus licenced the Exact wellhead and Centric mudline systems back from SLB and set about updating
and improving this product range to compete in the current market. This has resulted in the Exact EX adjustable
wellhead system, which is optimised for use on modern Jack-up rigs when they are used for exploration drilling,
development, or CCS pre-drilling or P&A activities. This optimised system is significantly more cost effective than
competing through-BOP adjustable wellheads, and Plexus is developing a fleet of rental wellhead systems to be
deployed in this market, which forms the core of the short-term business growth.
Plexus retains the right to offer POS-GRIP surface production for small projects of less than four systems and in
specialised applications such as adjustable wellheads. These types of opportunities are usually 12 months or more
in the planning and manufacturing stages, and so this market sector will continue to be developed as a medium-term
growth objective.
In the longer term, Plexus is working on leveraging the remaining applications of POS-GRIP, which are for subsea
and other specialised applications. POS-GRIP has been successfully deployed in subsea applications recently, such
as the Oceaneering P&A campaign and the current special application. These projects have used technology from
the Python subsea wellhead system, and such successful deployments are significant steps along the way of
field-testing elements of the system, making a full deployment of the Python system more viable.
Key Performance Indicators
The Directors monitor the performance of the Group by reference to certain financial and non-financial key
performance indicators. The financial indicators include revenue, adjusted EBITDA, profit/loss, earnings per share,
cash balances, and working capital resources and requirements. The analysis of these is included in the financial
results section of this report. Non-financial indicators include Health and Safety statistics, R&D activity, equipment
utilisation rates, the level of ongoing customer interest and support. The non-financial key performance indicators
are included within the strategic report on page 6.
Principal Risks and Risk Management
There are a number of potential risks and uncertainties that could have an impact on the Group’s performance,
which include the following.
(a)
Political, legal, and environmental risks
Plexus aims to participate in a global market where the exploration and production of oil and gas reserves,
and the access to those reserves can be adversely impacted by changes in political, operational, and
environmental circumstances. The current global political and environmental landscape, particularly in relation
to climate change and net zero goals, continues to demonstrate how such factors can generate risks and
uncertainties that can present a risk to trading. Such risks also extend to legal and regulatory issues, and it is
important to understand that these can change at short notice. Regulatory changes can have an adverse impact
on investment levels, as of course does a country’s decision-making process in relation to granting new
exploration and production drilling opportunities. To help address and balance such risks, the Group where
possible seeks to broaden its geographic footprint and customer base, as well as actively looking to forge
commercial relationships with large industry players, and potential licencees.
(b)
Oil and Gas Sector Trends
New technologies, particularly in relation to renewables such as wind and solar, alternative energies and
current developments such as the increasing use of electric vehicles could all in the future prove very disruptive
to the traditional oil and gas industry and the corresponding demand for exploration and production equipment
and services. To help mitigate this risk Plexus is committed to work in areas such as renewables, carbon
capture and decommissioning, ensuring diversification from exploration and production.
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Plexus Holdings plc Annual Report 2024
Strategic Report continued
(c)
Technology
It is critical to the success of the Group to be able to anticipate changes in technology or in industry standards
and to successfully develop and introduce new, enhanced and competitive products on a timely basis and
keep pace with technological change.
As noted above the company is committed to widening the application of its technology. In order to ensure
that the Group’s technology and IP develop, the Group commits resources annually to research and development
and is open to completing sponsored R&D projects on behalf of customers. Additionally, senior management
have regular meetings with key end-customers to maintain visibility over their technological requirements.
(d)
Competitive risk
The Group operates in highly competitive markets and often competes directly with large multi-national
corporations who have greater resources and are more established. This risk has become more concentrated
over recent years following a series of mergers and acquisitions by competitors creating larger entities. The
major oil service and equipment company consolidations have magnified such issues as competitors reduce
in number but increase in size, influence, and reach. Unforeseen product innovation or technical advances by
competitors could adversely affect the Group, and lead to a slower take up of the Group’s proprietary
technology. To mitigate this risk, Plexus has an active R&D programme, and maintains an extensive suite of
patents and trademarks, and actively continues to develop and improve its IP, including adding to its existing
extensive ‘know-how’ to ensure that it continues to be able to offer unique superior wellhead design solutions.
(e)
Operational
The Group operates in highly competitive markets, often directly against large multi-national corporations
who have greater resources, are more established and have a larger geographical footprint. As a smaller group,
the main operational risk is not obtaining work due to availability of equipment and resources. Plexus is
mitigating this risk by focussing on increasing its rental fleet, and attempting to increase its geographical
reach, by targeting work in new regions.
(f)
Going Concern, liquidity, and finance requirements
As a relatively small business with adequate, but not excess cash resources, and following a number of loss-
making years, Plexus has to closely monitor and manage cash flow. Additionally, Plexus’ smaller market cap
can be a negative factor if consideration is given to raising additional funds in the public markets.
The Group undertakes cashflow forecasting throughout the year to ensure the going-concern assumption is
still appropriate. As disclosed in note 1b the Group is reliant on raising additional funding, an event that was
indicated at the time the convertible loan arrangements were entered into in October 2022, and there can be
no certainty regarding the timing and quantum of future funding and therefore this indicates a material
uncertainty which may cast significant doubt regarding the Group’s ability to continue as a going concern.
(g)
Credit
The main credit risk is attributable to trade receivables. Where the Group’s customers are large international
oil and gas companies the risk of non-payment is significantly reduced, and therefore is more likely to be
related to client satisfaction. Where smaller independent oil and gas companies are concerned, credit risk can
be a factor. Customer payments can potentially involve extended payment terms. This risk can be mitigated
by agreeing structured payment terms on larger value contracts with milestone stage payments. The Group’s
exposure to credit risk is monitored continuously, and to date its collections record has been extremely reliable.
(h)
Risk assessment
The Board has established an on-going process for identifying, evaluating, and managing significant risk
areas faced by the Group. One of the Board’s control documents is a detailed “Risks assessment &
management document,” which categorises risks in terms of: business area (which includes IT), compliance,
finance, cash, receivables, fixed assets, other debtors/prepayments, creditors, legal, and personnel. These risks
are assessed and updated as and when appropriate and can be associated with a variety of internal and external
sources including regulatory requirements, disruption to information systems including cyber-crime, control
breakdowns and social, ethical, environmental and health and safety issues.
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Plexus Holdings plc Annual Report 2024
Strategic Report continued
Section 172 Statement
This section serves as the section 172 statement and should be read in conjunction with the full Strategic Report
and the Corporate Governance Report. Section 172 of the Companies Act 2006 requires directors to take into
consideration the interests of stakeholders in their decision making. The Directors continue to have regard to the
interests of the Company’s employees and other stakeholders, including shareholders, customers and suppliers,
Licence Partners and the community and environment, through positive engagement and when making decisions.
Acting in good faith and fairly between members, the Directors consider what is most likely to promote the success
of the Company for its members in the long term and to protect the reputation of the Company.
Shareholders
Plexus seeks to develop an investor base of long-term shareholders that are aligned to our strategy, whether
institutional or private retail investors. By communicating our strategy and objectives, we seek to maintain continued
support from our investor base. Important issues include financial stability and the strength of the statement of
financial position and protecting and strengthening the value of our intellectual property. Engagement with
shareholders is a key element to this objective and methods of engagement are detailed in the Corporate Governance
Report on pages 18 to 25. During the year, the Finance Director supported by other members of the executive team,
the Company’s broker, and the Investor Relations advisor, engaged where possible with investors by email,
presentations, direct conversations, and ad-hoc meetings. The Company also continues to update its website to
provide investors and other stakeholders with access to information about the Company. During the year, several
key decisions were made by the Board, including extending the licensing agreement with SLB which raised funds
of $5.2m. This fund-raising related decision was aimed at increasing shareholder value.
Employees
The Group’s UK staff are engaged by the Company’s subsidiary Plexus Ocean Systems Limited based in Aberdeen,
Scotland. As a relatively small company with fewer than 40 employees largely operating in one location, there is
a high level of visibility regarding employee engagement and satisfaction. The Company is engaged with a specialist
firm of benefits advisers who can offer a comprehensive service to employees as well as to the Company. The
Company consults with employees on matters of competency, training, and health and safety as detailed in the
Corporate Governance Report on pages 18 to 25. Since the last report, the Company successfully achieved nine
continuous years with no Lost Time Injuries (“LTI”) and this successful safety culture has continued beyond that
anniversary to the date of writing.
Customers and Suppliers
The Company is committed to acting ethically and with integrity in all business dealings and relationships. Fostering
good business relationships with key stakeholders including customers and suppliers is important to the Company’s
success. The Board seeks to implement and enforce effective systems and controls to ensure its supply chain is
maintaining the highest standard of business conduct in line with best practice including in relation to anti-bribery
and modern slavery.
Licence Partners
The Company engages with Licence Partners in a way that follows the same principles as those applied to
relationships with other customers and suppliers. Additionally, the Company engages with its Licence Partners to
support their efforts to achieve commercial success by holding, as and when required, technical workshops, technical
training, and data transfer. Following the announcement in November 2020 of entering into a non-exclusive surface
wellhead licencing agreement with Cameron (SLB) and the extension of this agreement in December 2021, and
the further agreement signed in December 2023, regular Teams meetings and occasional face to face meetings have
been held as part of the process of transferring Plexus’ relevant IP so that Cameron can design and develop its own
low-cost wellhead with POS-GRIP technology inside. In May 2023 SLB exercised its option to extend its non-
exclusive licence agreement with Plexus for an additional six years effective from November 2023. This was then
the followed with the additional licensing agreement in December 2023.
12
Plexus Holdings plc Annual Report 2024
Strategic Report continued
Community and Environment
The Company has minimal environmental impact in the localities in which it operates. This clearly helps the
Company meet its corporate objectives in this regard but is never taken for granted. In the year under review, the
Company met its target for waste management and in general continues to operate in a manner that is open, honest,
and socially responsible.
M Park
Chief Financial Officer
21 October 2024
13
Plexus Holdings plc Annual Report 2024
Bernard Herman van Bilderbeek BSc M. Eng (aged 76), Non-Executive Chairman
Ben founded the original Plexus business in 1986. He has over 40 years’ experience in the industry in both
engineering and management roles, and previously held senior positions with Vetco Offshore Industries, Dril-Quip,
and Ingram Cactus. Following a career at Vetco, where Ben rose to the position of General Manager of UK
Engineering, he went on to found his own oil and gas consultancy company, VBC Consultants, in 1982. During
this time, his clients included Amoco, Marathon Oil, FMC Corporation and Dril-Quip. In 1986, Ben founded Plexus
and went on to merge the wellhead division of his company with Ingram Cactus where he became President Eastern
Hemisphere. In 1996 Ben regained the Plexus Ocean Systems Limited name through which POS-GRIP technology
was invented and then developed and commercialised wellhead equipment for the oil services market.
Craig Francis Bryce Hendrie M. Eng (Oxon) (aged 51), Chief Executive Officer
After gaining a master’s degree in engineering science from the University of Oxford, Craig began his career with
ICI plc in 1996 as a machines engineer. Craig Hendrie has been with Plexus for over 25 years, including 19 years
as Technical Director. Craig has a strong engineering background and was instrumental in the development, testing
and analysis of the original POS-GRIP products. More recently, he has been involved in day-to-day activities as a
Director of Plexus Ocean Systems Limited in Aberdeen and became CEO of Plexus Holdings Plc on 1st July 2024.
Michael George Park MA CA (aged 57), Chief Financial Officer
Having qualified as a CA in 1991, Mike spent 13 years principally in the oil and gas industry with Ingram Cactus
and Weatherford, where he was Financial Controller for the West Africa and UK divisions. Mike joined Plexus in
2004 as Group Financial Controller and became Finance Director of Plexus Ocean Systems in 2011. Within his
time at Plexus, Mike has been involved in the IPO and Admission to AIM process as well as many other initiatives
alongside core responsibilities of accounting compliance. Mike was appointed CFO on 1st July 2024.
Anastasio Johan Michael James van Bilderbeek BSc M.Eng (aged 49), Executive Director
Anastasio (Stas) graduated from the University of Texas, Austin with an engineering degree, and subsequently
joined British Gas plc as a drilling engineer. He spent two years with British Gas Plc and gained invaluable
experience in all aspects of E&P drilling, well design, planning and execution. On leaving British Gas, Stas joined
Plexus to learn all about installing Plexus proprietary wellheads around the world. Having gained in depth practical
experience in the field, he spent some time in Houston, Texas on product development and testing, before moving
to Egypt to head up the sales and marketing team for a number of years, which proved very successful. On his
return from Egypt, he has spent his time in Aberdeen and London involved in various commercial and operational
aspects of Plexus. Stas was appointed as an Executive Director on 1st July 2024.
Jerome Jeffrey Thrall BBA MBA (aged 75), Non-Executive Director
Jeff joined Thrall Enterprises, Inc. (“TEI”), a family-owned holding company headquartered in Chicago, USA, in
1980 as vice president of corporate development of TEI’s subsidiary, Nazdar Company, a manufacturer and
distributor of ink jet, screen printing, flexo inks and supplies. Jeff was named President of TEI in 1995. Prior to
joining TEI, Jeff’s professional career included a number of appointments in investment banking, commercial
lending, and administration.
Board of Directors
14
Plexus Holdings plc Annual Report 2024
Charles Edward Jones BSc M. Eng (Age 65), Non-Executive Director
Charles has over 30 years of senior management and Board experience in the energy sector. In 2007, Charles was
CEO of Houston-based Forum Oilfield Technology, a global oilfield products company which he successfully
merged with three other companies in 2010 to create Forum Energy Technologies (NYSE: FET) and where he
remained as President until 2013. Prior to Forum, Charles was COO of privately owned Hydril Company LP, where
he played a leading role in the US based drilling and downhole products company’s IPO in 2000 and subsequent
sale for US$2.1 billion. Before joining Hydril, Charles served as Director of Subsea Businesses for Cooper Cameron
Corporation where he developed the global subsea production business. Charles is a former Chairman of the
Petroleum Equipment Suppliers Association, a Distinguished Alumni of the Cullen College of Engineering at the
University of Houston and graduate of the Advanced Management Program at Harvard Business School.
Kunming Liu (Aged 47), Non-Executive Director
Kunming has over 20 years’ experience in corporate finance and financial accounting. She currently holds the
position of Vice President and Chief Administrator of HITIC Energy, an emerging oil and gas development company
based in Canada, which is a subsidiary of Jereh Oilfield Services Group, a multi-billion-dollar Chinese oil services
provider. Prior to this, Ms Liu was the Financial Director of Jereh Energy Services Corporation, a wholly owned
subsidiary of Jereh. Additionally, Ms Liu holds a major in financial accounting from Shandong Cadres Institute of
Economics and Management in China.
Board of Directors continued
15
Plexus Holdings plc Annual Report 2024
The directors present their annual report together with the audited financial statements for the year ended 30 June
2024.
Directors who served during the year
J. Jeffrey Thrall
Ben van Bilderbeek
Graham Stevens (resigned 1st July 2024)
Craig Hendrie
Charles Edward Jones
Kunming Liu
Research and development
The Group actively engages in various on-going research and development initiatives designed to expand and
develop the range of commercial applications deriving from its proprietary technology, including an in-house R&D
engineering team. For the year, R&D expenditure including capitalised wage and salary costs totalled £0.56m
(2023: £0.52m).
Results and dividends
The results for the year show a profit before taxation of £2.80m (2023: loss £4.23m) and are set out on page 38.
The directors do not recommend the payment of a final dividend for the year ended 30 June 2024 (2023: nil).
Corporate governance
This is the subject of a separate report set out on page 18. This is an expanded report following the adoption of the
Quoted Companies Alliance Corporate Governance Code in line with the AIM Rules of the London Stock Exchange
that require all AIM-listed companies to adopt a recognised corporate governance code against which they must
comply or explain why there is any divergence in complying with that code.
Related party transactions
Details of related party transactions are set out in Note 27 in the financial statements.
Financial instruments and risk management
The Group maintains a commercial objective of contracting in sterling whenever possible. In circumstances where
this is not possible, the Group converts foreign currency balances into sterling on receipt so far as they will not be
used for future payments in the foreign currency. The Group maintains risk management policies which are set out
in more detail in Note 23 to the accounts.
Streamlined Energy and Carbon Reporting Summary
The Group is below the threshold to report on its Greenhouse gas emissions and energy consumption.
Going concern
The directors, having made appropriate enquiries, believe that the Group will continue in operational existence for
the foreseeable future, and it is appropriate to continue to adopt the going concern basis in preparing the financial
statements. As disclosed in note 1 (b) the group is reliant on two future matters: firstly, the extension and ultimate
conversion of the outstanding Loan Notes; and secondly, a qualifying financing event tied to the conversion of
Loan Notes, which was indicated at the time the convertible loan arrangements were entered into in October 2022.
As there can be no certainty regarding the timing and quantum of future funding, this therefore indicates a material
uncertainty which may cast significant doubt regarding the Group’s ability to continue as a going concern.
Directors’ Report
16
Plexus Holdings plc Annual Report 2024
Directors’ interests
The directors who served during the year and to the date of this report are listed below.
The interests of the directors who held office during the year, and to the date of this report, in the shares of the
Company at 30 June 2024 were as follows:
Number of
Number of
Ordinary Shares Ordinary Shares
of 1p each
of 1p each
2024
2023
J. Jeffrey Thrall1
44,307,513
44,307,513
Ben van Bilderbeek2
58,077,461
58,077,461
Graham Stevens (resigned 1st July 2024)
15,100
15,100
Craig Hendrie
12,600
12,600
Michael Park (appointed 1st July 2024)
–
–
Anastasio van Bilderbeek3 (appointed 1st July 2024)
173,613
214,201
Charles Edward Jones
–
–
Kunming Liu
–
–
1.
J. Jeffrey Thrall has an indirect beneficial interest in a company which controls 34.487% of Mutual Holdings
Limited. The number of Ordinary shares held by Mutual Holdings Limited in the Company at 30 June 2024
was 42,700,001 (2023: 42,700,001). Additionally, J. Jeffrey Thrall has both a direct and an indirect beneficial
interest in Thrall Enterprises Inc., a company which holds 1,591,512 Ordinary shares in the Company, and
he holds 16,000 Ordinary shares personally. Both the Thrall Enterprises Inc and Mr Thrall’s personal holdings
are held in a nominee account.
2.
Ben van Bilderbeek is settlor of a trust which controls 58.267% of the shares of Mutual Holdings Limited
and the entire issued share capital of OFM Investments Limited. At 30 June 2024, Mutual Holdings Limited
held 42,700,001 shares and OFM Investments Limited held 15,069,767. Additionally, Ben van Bilderbeek
holds 307,693 Ordinary shares directly.
3.
Anastasio van Bilderbeek both directly and indirectly holds 173,613 shares in the company which represents
a 0.165% holding.
Retirement and re-election of Directors
Ben van Bilderbeek will retire by rotation at the Annual General Meeting (“AGM”) and, being eligible, will offer
himself for re-election.
Additionally, Anastasio van Bilderbeek and Michael Park will retire at the Annual General Meeting having been
appointed after the meeting held in 2023 and, being eligible, will offer themselves for re-election.
Substantial shareholdings and interests in Shares
At the date of this Annual Report the Company is aware of the following shareholdings in excess of 3% of the
Company’s issued ordinary share capital:
% In Issue
Shareholder
Shares Held
share capital
Mutual Holdings Limited
42,700,001
40.52%
OFM Investment Limited
15,069,767
14.30%
Hargreaves Lansdown Nominees Limited
14,864,938
14.11%
Interactive Investor Services Nominees Limited
6,840,067
6.49%
Jereh International (Hong Kong) Co. Ltd
4,468,537
4.24%
Paul Scott1
3,352,123
3.18%
Vidacos Nominees Limited
3,301,492
3.13%
Lawshare Nominees Limited
3,227,480
3.06%
1.
Paul Scott holds shares in a nominee account.
Directors’ Report continued
17
Plexus Holdings plc Annual Report 2024
Executive 2005 Share Option Scheme and Non-Executive 2005 Share Option Scheme
Details of the Executive and Non-Executive Schemes in addition to details of the directors’ remuneration can be
found in the Remuneration Committee Report on page 28.
Plexus is a non-discriminatory employer, which aims to eliminate unfair discrimination, harassment, victimisation,
and bullying. The Group is committed to ensuring that all individuals are treated fairly, with respect and are valued
irrespective of disability, race, gender, health, social class, sexual preference, marital status, nationality, religion,
employment status, age or membership or non-membership of a trade union.
Disclosure of information to auditors
The directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each
aware, there is no relevant audit information of which the Company’s auditor is unaware; and each director has
taken steps that they ought to have taken as a director to make themselves aware of any relevant audit information
and to establish that the Company’s auditor is aware of that information.
Annual General Meeting
The AGM of the Company will be held before the end of the calendar year. The Notice convening the meeting will
be published on the Company’s website www.plexusplc.com under the Investors tab, in addition to being posted
to shareholders.
The Notice will comprise the resolutions that will be proposed at the Annual General Meeting together with
accompanying notes on each of these resolutions at the foot of the Notice.
Auditors
Crowe U.K. LLP has indicated its willingness to be reappointed as statutory auditor. In accordance with Section 489
of the Act, two resolutions for the re-appointment of Crowe U.K. LLP as auditor of the Company and authorising
the directors to determine its remuneration will be proposed at the forthcoming AGM.
Company number
The Company is registered in England and Wales under Company Number 03322928.
By order of the Board
M Park
Chief Financial Officer
21 October 2024
Directors’ Report continued
18
Plexus Holdings plc Annual Report 2024
Chairman’s Introduction
I have pleasure in introducing Plexus’s Corporate Governance Statement. The Board is committed to maintaining
high standards of corporate governance and considers that a strong corporate governance foundation is essential in
delivering shareholder value. The Board has governance procedures and policies that are considered appropriate
for the nature and size of the Group and its subsidiaries.
In accordance with the London Stock Exchange AIM Rules for Companies (‘AIM Rules’), the Board has chosen
to apply the Quoted Companies Alliance’s (‘QCA’) Corporate Governance Code 2018 (the ‘QCA Code’) on the
basis that it is the most appropriate governance code for the Group, having regard to its size and structure.
In November 2023 the QCA published a revised QCA Corporate Governance Code 2023 (‘QCA Code 2023’). The
QCA Code 2023 will apply to financial years starting on or after 1 April 2024. The Board intends to transition to
the QCA Code 2023 and will report on this in the Annual Report for the year ended 30 June 2025.
The QCA Code is constructed around ten broad principles. The QCA has stated what it considers to be appropriate
arrangements for small and mid-size companies and asks companies to provide an explanation about how they are
meeting the principles through the prescribed disclosures.
Principle 1: Establish a strategy and business model which promotes long-term value for shareholders
Since it was established, Plexus has focused on being an innovative, IP-led company built around its proprietary
technology. Plexus has developed a range of products and applications based on its patent-protected technology.
The Company is focused on commercialising this technology and equipment in a range of sectors.
The Strategic Report within the 2024 Annual Report (page 6) explains the Group’s business model and strategy,
including the key risks in execution and how we address those risks.
The Company has continued to invest in R&D and IP development, ensuring it has a range of products and services
which can be commercialised.
Our business model is designed to promote long-term profitable growth and cash generation. Our dividend policy
remains consistent with returns based on in-year earnings and robust cash reserves.
We believe remaining on AIM is of long-term value to our shareholders as it offers a combination of access to
capital markets, the option incentives and rewards to Executive Directors and employees through share option
schemes, and a regulatory environment appropriate to the size of the Company.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Group is committed to open and ongoing engagement with all its shareholders on the Group’s performance
and strategy. Maintaining positive relationships with shareholders is important to the Board.
The Chair of the Board is responsible for ensuring that appropriate methods of communication are established
between the executive directors and shareholders, ensuring shareholders’ views and feedback are shared with
the Board.
The Group ensures that any price sensitive information is released to all shareholders, institutional and private, at
the same time in accordance with London Stock Exchange requirements. Updates to the market are published via
the regulatory news service (“RNS”) on matters of a material substance and/or a regulatory nature. In conjunction
with the Group’s brokers and public relations advisers, RNS announcements will be distributed in a timely fashion
to ensure shareholders are able to access material information on the Group’s progress. The Group’s website
(www.plexusplc.com) has a section for investors, which is kept updated to contain all publicly available financial
information and news on the Group.
Corporate Governance
19
Plexus Holdings plc Annual Report 2024
The Annual General Meeting is an important opportunity for the Board to engage with shareholders, particularly
retail investors. The Notice of AGM is sent to shareholders at least 21 days before the meeting. The Chair of the
Board, together with all the other directors, whenever possible, attend the AGM and are available to answer
shareholder questions. The Group welcomes communication from shareholders through the newly established
investor query form on the website.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for
long-term success
Stakeholders other than shareholders include our employees, customers, suppliers, licencees and advisors. These
are all key to our short-term and long-term success. More details are provided in the following sections about these
key resources and relationships.
Where necessary the Board is updated on stakeholder engagement feedback should any issues arise, to stay abreast
of stakeholder insights into what matters most to them and our business, and to enable the Board to understand and
consider such issues in relevant decision-making. Aside from our shareholders, suppliers and customers, our
employees are one of our most important stakeholder groups, and the Board monitors relevant employee issues
through regular operating company operations reports.
Employees
The ability for the Group to continue to deliver high-quality goods and services to its customer base is heavily
reliant on the staff we employ. Plexus is a non-discriminatory employer which aims to eliminate unfair
discrimination, harassment, victimisation and bullying. The Group is committed to ensuring that all individuals are
treated fairly, with respect and are valued irrespective of disability, race, gender, health, social class, sexual
preference, marital status, nationality, religion, employments status, age or membership or non-membership of a
trade union.
To this end, the Group understands the importance of hiring and retaining a highly skilled workforce and keeping
employee satisfaction high through several initiatives. A few examples of these initiatives are:
l Competitive remuneration package including life insurance and private medical policies.
l Paid annual leave
l Defined contribution pension scheme
l Long-service awards
l Enhanced maternity remuneration
l All employees are entitled to an additional day of annual leave on their birthday
Staff and staff development continues to be important to the Group. To achieve this, the Group operates in-house
training and accredited competency programmes which ensure that necessary skill levels are maintained.
Additionally, competency across the business has continued to evolve and broaden. The workshop competency
system has been developed under the OPITO standards. The office-based competency system has been developed
under the OPITO standard as it is a concise system that supports the requirements of ISO9001:2015, for which
Plexus has received and retains APIQR certification.
Importantly Health and Safety is an operational area for employee stakeholders. Plexus remains fully committed
to delivering the highest practical safety standards. The Group continues to maintain a positive safety culture which
is aligned with our Company Safety Values and are pleased to report our HSE culture remains strong across the
business, and this is reflected by our LTCF and TRCF percentages both being zero, with no major findings during
our most recent LRQA certification surveillance audits set against the ISO 45001:2018 standard.
Suppliers
The Plexus business model has been built around the conscious decision of not having its own manufacturing
facilities, and thereby avoids incurring fixed overheads associated with such activities. Consequently, manufacturing
is sub-contracted to carefully selected and assessed manufacturers and machine shops who must operate to
prescribed high standards and requirements for delivering Plexus’ products’ high-quality threshold levels. Such
relationships are important and tend to be of a long-term nature, reflecting the professional manner in which business
is conducted.
Corporate Governance continued
20
Plexus Holdings plc Annual Report 2024
Customers
We continue to seek opportunities for continual improvement regarding our relationships with customers, and our
Business Management System complies with the ISO 45001 standard, demonstrating our commitment to attain
and sustain the highest standards possible and allow us to respond quickly to client demands.
Quality also remains a key focus in the delivery of our products and services demonstrated by the retention of our
API Q1 6A and 17d licenses which were retained post period end following a successful audit.
Advisors
The Board maintains a regular dialogue with the Group’s:
l Nominated Advisor and Broker
l Public Relations consultants
l Company Secretary
l Company solicitors
l Financial advisors (e.g. tax specialists)
These dialogues help ensure compliance with legislation, AIM Rules, governance requirements and other rules and
regulations.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the
organisation
The Board has ultimate responsibility for the Group’s system of internal controls and for reviewing its effectiveness.
However, any such system of internal control can only provide reasonable, but not absolute, assurance against
material misstatement or loss. The Board considers that the internal controls that are in place, which include various
policies and ISO 45001 quality systems, are appropriate for the size, complexity and risk profile of the Group.
A comprehensive budgeting process is completed at least once a year and is reviewed and approved by the Board.
The Group’s results are compared against budget are reported to the Board and discussed in detail at each meeting
of the Board.
The Board has determined that an internal audit function is not required due to the small size of the Company’s
administrative function and the high level of Director review and authorisation of transactions. The Board will
keep this matter under review as the Group develops and grows.
The Audit Committee assists the Board in discharging its duties regarding the interim and full year results, financial
statements, accounting policies, and operational and financial controls. The composition, duties and responsibilities
of this committee are detailed in the Audit Committee Report within the 2024 Annual Report (on page 26).
A summary of the Group’s risk management framework and the principal risks and uncertainties relating to Plexus
and its business, along with how those risks are mitigated, is included in the Strategic Report within the 2024
Annual Report (page 6).
Principle 5: Maintain the Board as a well-functioning, balanced team led by the Chair.
Following changes to the Board on 1st July 2024 the Board currently comprises the Non-Executive Chairman, Ben
van Bilderbeek; three Executive Directors comprising Craig Hendrie (CEO), Mike Park (CFO), Anastasio van
Bilderbeek (Executive Director); and three Non-Executive Directors, Jeffrey Thrall, Charles Jones and Kunming
Liu; and a Company Secretary (non-director) attends Board meetings.
The Board considers that Charles Jones is independent. Apart from receiving Director’s Fees as disclosed in the
Remuneration Report within the 2024 Annual Report on page 28 of £nil (2023: £nil), Mr Jones does not receive
any performance related remuneration and does not participate in any share option scheme. Mr Jones does not own
any shares in the Company; has not had any transactions with the Company or any of its subsidiaries or its directors
or senior management which might in any way affect his judgement as to what is right and proper in performing
his duties in the period under review; and he does not represent the interests of any other shareholders. The Board
considers that, notwithstanding his tenure as a director, Mr Jones has demonstrated his independence of character
and judgement over the full period of his association with the Company.
Corporate Governance continued
21
Plexus Holdings plc Annual Report 2024
The Board is satisfied with the balance between executive and non-executive directors. The Board considers that
its composition is appropriate in view of the size and requirements of the Group’s business and the need to maintain
a practical balance between executive and non-executive directors. The Group believes that the makeup of the
Board represents a suitable balance of independence and detailed knowledge of the business to ensure that it can
fulfil its roles and responsibilities as effectively as possible. The executive directors are “hands-on” and directly
responsible for running the business operations and the non-executive directors are responsible for bringing
independent judgement and scrutiny to decisions taken by the Board. All Directors are encouraged to apply their
independent judgement and to challenge all matters, whether strategic or operational.
The Audit Committee comprises two Non-Executive Directors, J. Jeffrey Thrall and Charles Jones and is scheduled
to meet twice a year. It is the Audit Committee’s role to provide formal and transparent arrangements for considering
how to apply financial reporting and internal controls, whilst maintaining an appropriate relationship with the
independent auditors of the Group. The Audit Committee reviews the Group’s policy on auditor rotation. The
current auditors have served for 18 years and there are no current plans to retender.
The Remuneration Committee comprises two Non-Executive Directors, J. Jeffrey Thrall and Charles Jones and
meets when required. It is the Remuneration Committee’s role to set remuneration packages for individual Directors.
Where necessary the Remuneration Committee obtains advice and research material from external remuneration
specialists. Immediately prior to the implementation of the Board changes announced on 1st July 2024, the
Remuneration Committee passed resolutions in writing in lieu of holding a formal meeting.
Further information on the two committees can be found in the 2024 Annual Report, in the Audit Committee Report
(pages 26 to 27) and the Remuneration Committee Report (pages 28 to 30).
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware
of the other commitments and interests and if necessary, the relevant Board member will recuse themselves from
the matter at hand to avoid any conflicts for the individual or the Company.
All members of the Board are expected to attend all scheduled main Board meetings whenever possible, but for
practical purposes, the completion of the interim or full year accounts, or certain corporate transactions, are
delegated to a committee of the board to which all directors are entitled to attend by whatever practical means
possible. The directors receive timely notice of each meeting along with an agenda and supporting papers which
they review in advance of each meeting. Executive Directors and Non-Executive Directors are expected to be
available in person or virtually, and to have spent sufficient time studying all papers relevant to the regular meetings.
Additionally, they are required to similarly attend meetings whenever required where non-routine course of business
activity is required to be discussed. The Board considers that all Directors have an obligation to devote as much
time as is required to carry out their duties; and that each Director has fulfilled this obligation for the period
under review.
Details of the dates of meetings during the last financial year, and post period end meetings of the Board, Board
Committee, and Audit Committee, together with attendees are set out in the tables below.
Details
of
the
Directors
along
with
their
experience
and
skills
may
be
found
here:
https://www.plexusplc.com/board-of-directors/
Audit Board
Board Board Board Committee Committee
2023: 19.07.2023 06.09.2023 16.11.2023 16.11.2023 28.11.2023
Jeff Thrall
Ben van Bilderbeek
Graham Stevens
Craig Hendrie
Kunming Liu
Charles Jones
Corporate Governance continued
22
Plexus Holdings plc Annual Report 2024
Audit Board Board
Board Committee Committee Committee Board Board
2024: 14.03.2024 14.03.2024 15.03.2024 28.06.2024 30.07.2024 05.09.2024
Jeff Thrall
Ben van Bilderbeek
Graham Stevens n/a n/a
Craig Hendrie
Mike Park n/a n/a n/a n/a
Anastasio van Bilderbeek n/a n/a n/a n/a
Kunming Liu
Charles Jones
In addition to the meetings specified above, the Directors passed Directors’ Resolutions in Writing pursuant to
Article 103 of the Company’s Articles of Association on the following dates in lieu of meetings being held:
l 28th September 2023
l 29th January 2024
l 28th June 2024
l 28th June 2024
The Remuneration Committee did not meet during the last financial year but did pass resolutions in writing on
28th June 2024.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and
capabilities
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and
experience, including in the areas of finance, governance, commercial experience, public markets, oil and gas
industry, and international trade. All Directors receive regular and timely information on the Group’s operational
and financial performance. Relevant information is circulated to the Directors in advance of Board and Committee
meetings. The business reports regularly on its headline performance against its agreed budget, and the Board
reviews updates on performance and any significant variances are reviewed at each Board meeting. Directors’
Service contracts are available for inspection at the Company’s registered office and at the AGM. Further details
of the Directors’ experience and skills are set out on page 13 of the 2024 Annual Report.
The Directors are experienced in their own fields, and they ensure they remain up to date in their respective skills
(where relevant) by being members of relevant professional organisations, attending seminars and conferences,
attending continuing professional development courses to maintain any current accreditation and approaching the
Company to arrange training where and if it is considered appropriate. The Board does not undertake specific due
diligence on or carry out a formal review of an individual Director’s skills and training but is comfortable with
such experience being appropriate from regular engagement and dialogue with each Director. No such review is
anticipated at the current time.
The non-executive directors hold senior positions with other companies ensuring that their knowledge is
continuously refreshed. Specific training will be provided to the Board by the Group when required to support the
directors’ existing skillsets. The Board has access to external advice, including the Company’s solicitors where
required. The Board is provided with specific training on the AIM Rules for Companies by its Nominated Adviser
on an annual basis. The Company’s Nominated Adviser is available to provide guidance and additional training to
the Board on specific regulatory matters as required.
All Directors retire by rotation at regular intervals in accordance with the Company’s Articles of Association.
All Directors can take independent professional advice in the furtherance of their duties, if necessary, at the
Company’s expense. In addition, the Directors have direct access to the advice and services of the Company
Secretary, whose role is to consider compliance with primarily the Companies Act 2006 along with all other relevant
legislation, and the Company’s nominated adviser. The Company has not had to engage external advisers to the
Board other than its usual professional advisers during the normal course of business.
Corporate Governance continued
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Plexus Holdings plc Annual Report 2024
The Company out-sources the company secretarial duties and responsibilities to a firm of professional company
secretaries, (“the Out-Sourced Provider”), which engagement is overseen by the Chief Financial Officer. In addition
to the routine company secretarial compliance work, the Out-Sourced Provider fulfils a wide-ranging support role
to the CFO on matters pertaining to the Companies Act, regulatory matters, transactional support, and ad hoc
assistance generally. Its services are also available to any other board director who may wish to make an approach
for independent advice which the Out-Sourced Provider strives to deliver in an impartial manner.
Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous
improvement
On an informal basis the Chairman Ben van Bilderbeek and CEO Craig Hendrie monitor the individual contributions
of each of the members of the team to ensure that:
l Their contribution is relevant and effective;
l That they are committed;
l Where relevant, they have maintained their independence; and
l The skills of the board members are appropriate for the size and complexity of the Group.
The responsibilities of the Chairman and CEO are summarised below: -
The Chairman’s primary responsibility is to lead the Board effectively and to oversee the adoption, delivery and
communication of the Company’s corporate governance model. The Chairman has sufficient separation from the
day-to-day business to be able to make independent decisions. The Chairman is also responsible for making sure
that the board agenda concentrates on the key issues, both operational and financial, including reviews of the
Company’s strategy and its overall implementation.
The CEO is responsible for the delivery of the business model within the timetable agreed by the Board and keeps
Chairman and Board up to date with operational performance, risks and other issues to ensure that the business
remains aligned with the agreed strategy.
Because of the relative size of the Company, the composition of the Board and the level of experience of each
Board member, the Company has not adopted a formal board evaluation process although keeps the topic under
review and would assess the effectiveness of the whole Board’s performance if it were considered beneficial.
The Board is mindful of the subject of succession planning, and this can be demonstrated by the Board changes
announced on 1st July 2024.
The Board is aware of the current shareholding structure and the significance of the founder’s shareholding and is
always mindful of the need to balance the interests of all shareholders and stakeholders alike.
Principle 8: Promote a corporate culture that is based on ethical values and behaviours
The Board places significant importance on the promotion of ethical values and behaviours within the Group and
takes ultimate responsibility for ensuring these are promoted and maintained throughout the organisation and that
they guide the Group’s business objectives and strategy.
The Company ensures that ethical values and behaviours are recognised and respected by the adoption of appropriate
policies e.g., Code of conduct, anti-bribery and corruption policy, HR policy etc. Our values are always
communicated to new employees via induction sessions, training and our employee handbook. The impact of the
Group’s people-related processes is monitored through the annual employee appraisal process.
Corporate Governance continued
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Plexus Holdings plc Annual Report 2024
Principle 9: Maintain governance structures and processes that are fit for purpose and support good
decision-making by the Board
The Board has overall responsibility for promoting the success of the Group. The Board has a formal schedule of
matters reserved to it, including the approval of annual financial plans and the review of performance against these
plans, the Group’s strategy and objectives, and the treasury and risk management policies.
Board programme
The Board meets regularly during each year and in accordance with its scheduled meeting calendar as listed below
and when necessary, considers a formal agenda of reserved matters for its decision. The meetings held during the
year are documented under Principle 5.
Prior to the start of each financial year, a schedule of Key Dates for that year’s Board and associated meetings is
compiled to align as far as reasonably practicable with the Company’s financial calendar, while also ensuring an
appropriate spread of meetings across the year. The Key Dates Schedule remains under constant review and is
presented for consideration and discussion at each full Board meeting, whether or not it has changed since the last
meeting.
The Board and its Committees receive appropriate and timely information prior to each meeting; a formal agenda
is produced for each meeting, and Board and Committee papers are distributed in the days before meetings take
place. Any Director may challenge Company proposals and decisions are taken democratically after discussion.
Any Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted
in the minutes of the meeting, which are then circulated to all Directors. Any specific actions arising from such
meetings are agreed by the Board or if relevant by a committee, and then followed up by the Company’s
management.
Roles of the Board, Chairman and Chief Executive Officer.
The Board is responsible for the long-term success of the Company. There is a formal schedule of reserved Board
matters, and it is responsible for overall Group strategy; approval of major investments (whether Capex or Opex);
approval of the annual and interim results; annual budgets; dividend policy; and Board structure. It also monitors
the exposure to key business risks. There is a clear division of responsibility at the head of the Company. The
Chairman is responsible for running the business of the Board and for reviewing appropriate strategic focus and
direction. The Chief Executive Officer is responsible for proposing the strategic focus to the Board, implementing
it once it has been approved and overseeing the management of the Company through the Executive Team.
All Directors receive regular information on the Group’s operational and financial performance. Relevant
information is circulated to the Directors in advance of meetings. The business regularly reports on its headline
performance against its agreed budget, and the Board reviews updates on performance and any significant variances
are reviewed at each Board meeting. Senior executives below Board level attend Board meetings where appropriate
to present business updates.
Executive Team
The composition of the board is documented under Principle 5. The roles of the Chairman, CEO and Company
Secretary are as follows:
Chairman: The Chairman has overall responsibility for corporate governance and promoting high standards
throughout the Group. Leading and chairing the Board is another key responsibility by ensuring that the Committees
are properly structured, quorate and have the appropriate information and resources with which to perform their
functions. The Chairman is instrumental in developing strategy and setting objectives for the Group and overseeing
communication between the Group and its shareholders.
CEO: the Chief Executive Officer provides leadership and management to the Group. The CEO drives the
development of objectives, strategies and performance standards whilst also overseeing and managing key risks
that may be present and also keeps the Board updated on employee and other key stakeholders on relevant matters.
Investor relations are another key role to ensure that communications with the Group’s existing shareholders and
financial institutions are maintained.
Company Secretary: The Company Secretary is responsible for providing a clear and timely information flow to
the Board and its Committees and supports the Board on matters of corporate governance and risk. This role is
fulfilled by Prism Cosec Limited. The Company Secretary is responsible for ensuring that Board procedures are
Corporate Governance continued
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Plexus Holdings plc Annual Report 2024
followed, and applicable rules and regulations are complied with. In addition, they can act as a link between the
Company and shareholders on matters of governance and investor relations ensuring that the Board is kept informed
of their opinions. The Board is committed to an improvement in its governance approach and aims to enhance and
develop compliance with best practice as appropriate for the size of the Company.
Board Committees
The Board is supported by the Audit Committee and where necessary the Remuneration Committee. Each committee
has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable
each committee to discharge its duties.
Remuneration Committee: The function of this Committee is to review and recommend compensation strategies
to recruit and retain Executive Board members of a sufficient calibre to deliver the Group’s plan. The Committee
comprises two non-executive directors, Jeffrey Thrall and Charles Jones.
Audit Committee: The function of this Committee is to review the audited financial statements and the report of
the Group’s appointed auditors, and to oversee the procedures relating to risk reduction. They oversee the
effectiveness of resultant corrective and/or preventative measures. The Committee comprises two non-executive
directors, Jeffrey Thrall and Charles Jones.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue
with shareholders and other relevant stakeholders
The Group communicates with shareholders through Regulatory News Service announcements, the Annual Report
and Accounts, Interim Accounts, the AGM and one-to-one meetings with certain existing or potential new shareholders.
A range of corporate information (including all Company announcements) is also available to shareholders,
investors, and the public on the Company’s corporate website, www.plexusplc.com
The Board receives when relevant, updates on the views of shareholders through briefings and reports from the
Company’s brokers, Cavendish Capital Markets Limited. The Company communicates with institutional investors
through briefings with management. In addition, analysts’ notes and brokers’ briefings are reviewed to achieve a
wide understanding of investors’ views.
The Company announces the results of all votes on resolutions proposed at any general meeting of the members of
the Company by releasing a RNS to the London Stock Exchange immediately upon the conclusion of the meeting.
Regular and open communication is encouraged between all layers of management to ensure that any issues or
concerns can be raised.
Corporate Governance continued
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Plexus Holdings plc Annual Report 2024
Introduction
The Audit Committee is responsible for reviewing and monitoring the effectiveness of the Group’s financial
reporting and internal control policies, compliance with corporate governance and procedures for the identification,
assessment, and reporting of risk. It reviews reports from the executive management team and external auditors
relating to the interim and annual accounts and the Group’s accounting and internal control systems. The Audit
Committee is also responsible for advising on the appointment of and overseeing the relationship with the
external auditor.
Members
The members of the Audit Committee are Jeffrey Thrall (Committee Chair) and Charles Jones. The Executive
Directors and the external auditors attend the meetings by invitation. The Board considers that the Committee has
an appropriate and experienced blend of commercial, financial and industry expertise to enable it to fulfil its duties,
and that the Committee Chairman has appropriate recent and relevant financial experience.
Committee Meetings
The Committee met twice during the year to 30 June 2024. One meeting related to the 2022-23 Annual Report and
Accounts, and the second meeting was to review and sign off the 2023 Interim Financial Statements. The external
auditors attended both meetings.
Role and Responsibilities
The Board has established an Audit Committee and set clear Terms of Reference to monitor the integrity of the
Group’s financial statements and the effectiveness of the Group’s internal financial controls.
The Terms of Reference are reviewed annually and amended where appropriate. During the year the Committee
worked with management, the external auditors, and other members of the senior management team in fulfilling
these responsibilities. The Committee considers financial reporting and internal controls. It also reviews the scope
and results of the external audit and the independence and objectivity of the auditors. It meets at least twice a year
and reviews the interim and annual financial statements before they are submitted for approval by the Board upon
its recommendation. The Committee considers annually whether the auditors remain independent for the purposes
of the audit and whether a separate internal audit function is required. As referenced above, the Committee does
not believe it is appropriate to have an internal audit function at this time.
The Committee report deals with the key duties and areas in which it plays an active role and has responsibility.
These duties and areas include the following:
i)
Financial reporting and related primary areas of judgement;
ii)
The external audit process;
iii)
Risk management and internal controls;
iv)
Whistleblowing procedures;
v)
Consider and approve the appointment of the external auditors of the Company, the audit fee and other fees
for non-audit related services;
vi)
Ensure the independence and objectivity of the external auditors; and
vii)
Review the external auditor’s audit findings report and management’s response.
Annual Report and Accounts
General
The Committee has satisfied itself that the 2023-24 Annual Report and Accounts have been prepared in accordance
UK-adopted international accounting standards, are fair, balanced and provide the information necessary for
shareholders to assess the Group’s performance, business model and strategy. The Committee reviewed the key
risk areas as identified in the Audit Plan document including revenue recognition, impairment risk and management
override of controls. The Committee understands that the auditors have followed their procedures for reviewing
these risks and have undertaken detailed testing as appropriate.
In preparing the financial statements for the period, the main area requiring the exercise of management judgement,
or a high degree of estimation was the valuation, and possible impairment, of intangibles. This was discussed with
the auditor. The Committee, having reviewed management’s assessment of impairment, concluded that the relevant
Audit Committee Report
27
Plexus Holdings plc Annual Report 2024
value in use was above the carrying value of the assets and hence no impairment provision was required. Further
information on the methodology and assumptions used in the valuation of intangible assets and the assessment of
impairment thereof is given in notes 1h and 1i to the consolidated accounts on page 44.
Going Concern
The Committee reviewed the going concern paper prepared by management including detailed monthly financial
forecasts, which included the twelve months from the date of signing the financial statements for 2023-24 and
included related assumptions, risks and opportunities, sensitivities, areas for mitigation and contingency plans.
Based on this review, the Committee has a reasonable expectation that the Group has adequate resources to continue
in operational existence for the foreseeable future, being the period of twelve months from the date of signing the
financial statements for 2023-24. Accordingly, the Committee concluded that it is appropriate to adopt the going
concern basis in preparing the annual financial statements. The Committee agreed the Group is reliant on raising
additional funding, an event that was indicated at the time the convertible loan arrangements were entered into in
October 2022, and there can be no certainty regarding the timing and quantum of future funding and therefore
concur with management’s assessment that this indicates a material uncertainty which may cast significant doubt
regarding the Group’s ability to continue as a going concern and this is adequately disclosed in note 1b.
Internal Control Systems
The Committee ensures that it monitors and assesses the internal controls put in place by management, and reviews
the findings, if any, of the auditors in this regard.
Risk Management
The Board has established an on-going process for identifying, evaluating and managing the more significant risk
areas faced by the Group. One of the Board’s control documents is a detailed “Risks assessment & management
document” which categorises risks in terms of: Business area (including IT), Compliance, Finance, Cash, Debtors,
Fixed Assets, Other debtors/prepayments, Creditors, Legal, and Personnel. These risks are assessed and updated
when necessary and can be associated with a variety of internal and external sources including regulatory
requirements, disruption to information systems including cyber-crime, control breakdowns and social, ethical,
environmental and health and safety issues. Further details on the Principal Risks and Risk Management may be
found in the Strategic Report on page 9 of the Annual Report.
Board Conduct and Effectiveness Review
As reported in the Corporate Governance section of the Annual Report, due to the relative size of the Company,
the composition of the Board and the level of experience of each Board member, the Company has not adopted a
formal whole board evaluation process although keeps the topic under review and would conduct one if it were
considered necessary.
The Board has recently addressed the subject of succession planning and will continue to be mindful of this topic
in the future. The Board is aware of the current shareholding structure and the importance of the founder’s
shareholding and is always mindful of the need to balance the interests of all shareholders and stakeholders alike.
Auditor Independence
The Committee satisfied itself on the auditors’ independence. The Group’s auditors Crowe UK LLP rotate the audit
engagement partner every five years to ensure independence.
Whistleblowing
The Committee had no whistleblowing incidents reported directly or indirectly during the year to 30 June 2024.
The Report of the Audit Committee was approved by a Committee of the Board of Directors on 21 October 2024
and signed on its behalf by:
Jerome J Thrall
Chairman of the Audit Committee
Audit Committee Report continued
Remuneration Committee Report
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Plexus Holdings plc Annual Report 2024
Introduction
Companies trading on AIM are not required to provide a formal remuneration report. However, in line with current
best practice this report provides information to enable a greater level of understanding as to how Directors’
remuneration is determined.
The Remuneration Committee of the Board is responsible for considering Directors’ remuneration packages. The
Committee comprises two Non-Executive Directors J. Jeffrey Thrall and Charles Jones. There was no requirement
for the Remuneration Committee to meet formally during the last financial year; although the Committee did pass
Resolutions in Writing immediately prior to the implementation of the Board changes announced on 1st July 2024.
Remuneration policy
The Group’s policy is to attract, retain and motivate high calibre executives capable of achieving the Group’s
objectives. Executive Directors receive salaries, annual bonuses (as and when appropriate), medical cover, and
pension scheme contributions.
The Committee determines the policy of the overall remuneration package for Executive Directors and other senior
executives. Basic salaries and benefits of all employees are normally reviewed every year, and the Group and the
Committee as part of this process may seek advice from external remuneration consultants as and when appropriate.
In reviewing salaries, consideration is given to personal performance, the Group’s overall performance and external
comparative information.
Annual performance or transaction related bonuses may be payable to Executive Directors and senior staff, and
when appropriate an exercise is undertaken, again in conjunction, where appropriate, with external remuneration
consultants to look at market comparisons, benchmarks, relative performance as well as consideration of strategic
progress in addition to simply financial ones. Comparator group analysis includes oil and gas exploration companies
with broadly similar market capitalisations and numbers of employees, as well as oil and gas service companies
where, although the market capitalisation range is wide, it is still relevant as these are the sort of companies with
which Plexus may compete for talent.
Service contracts
The Executive Directors have service agreements with the Company dated 22 July 2024 subject to termination
ranging between six- and twelve-months’ notice being given by either party.
Pensions
The Group offers a contributory group stakeholder pension scheme, into which the Group makes matching
contributions up to a pre-agreed level of base salary; the scheme is open to Executive Directors and permanent
employees. Directors may alternatively choose to have contributions paid into existing personal pension plans, or
to receive salary in lieu.
Non-executive Directors
The Non-Executive Chairman, Ben van Bilderbeek, entered into a Letter of Appointment with the Company dated
28 June 2024 on his transition to a Non-Executive Director role. The other Non-Executive Directors, Jeffrey Thrall,
Charles Jones and Kunming Liu, entered into their Letters of Appointment with the Company dated 25 November
2005, 18 September 2014, and 17 December 2015 respectively, and can be terminated by either party with three
months’ notice.
Remuneration Committee Report continued
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Plexus Holdings plc Annual Report 2024
Directors’ remuneration
Details of Directors’ remuneration for those Directors who served during the year are set out below:
Non-Recurring
Compensation
For Loss of
2024
2023
Salary & Fees
Office
Benefits
Pension
Total
Total
£
£
£
£
£
£
Executive Directors
Ben van Bilderbeek 315,586
555,675
10,115
–
881,376
330,732
Graham Stevens 166,791
137,151
21,343
–
325,285
185,800
Craig Hendrie 138,377
–
1,267
19,857
159,501
159,543
Non-executive Directors
J Jeffrey Thrall –
–
–
–
–
–
Charles Jones –
–
–
–
–
–
Kunming Liu –
–
–
–
–
–
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
Total 620,754
692,826
32,725
19,857
1,366,162
676,075
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
The highest paid director is the Group CEO with total remuneration for the year of £881k (2023: £331K). This
compares to the average of all company employees (salaries and benefits plus pension) of £102k (2023: £76k).
The amounts payable for loss of office relating to the two directors noted above were approved pre-year end and
will become payable prior to or on 31 December 2024.
Directors’ interest in share options
The options and awards have been granted pursuant to the Executive 2005 Share Option Scheme and Non-Executive
2005 Share Option Scheme to the following Directors:
Executive 2005 Share Option Scheme
No of
No of
options at
Options
30/06/23 &
Date of
Vested at
Expiry
Exercise
Name
30/06/24
Grant
30/06/24
Date
Price
B. van Bilderbeek
194,152
09/12/05
194,152
08/12/25
0.59
B. van Bilderbeek
65,902
20/06/07
65,902
19/07/27
0.385
B. van Bilderbeek
332,110
17/12/09
332,110
13/12/29
0.41
B. van Bilderbeek
169,642
25/03/11
169,642
24/03/31
0.60
G. Stevens
138,407
09/12/05
138,407
08/12/25
0.59
G. Stevens
43,177
20/06/07
43,177
19/07/27
0.385
G. Stevens
217,795
17/12/09
217,795
13/12/29
0.41
G. Stevens
101,042
25/03/11
101,042
24/03/31
0.60
C. Hendrie
254,407
09/12/05
254,407
08/12/25
0.59
C. Hendrie
43,177
20/06/07
43,177
19/07/27
0.385
C. Hendrie
217,79
17/12/09
217,79
13/12/29
0.41
C. Hendrie
105,853
25/03/11
105,853
24/03/31
0.60
No executive share options have been granted, lapsed, forfeited or exercised during the years to 30 June 2024 and
2023. No share options have been exercised since 2015.
Remuneration Committee Report continued
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Plexus Holdings plc Annual Report 2024
Non-executive 2005 Share Option Scheme
No of
No of
Lapsed
No of
Options
options at
during options at
Date of
Vested at
Expiry
Exercise
Name
30/06/23
23/24
30/06/24
Grant
30/06/24
Date
Price
J. Thrall
40,169 –
40,169
09/12/05
40,169
08/12/25
0.59
No non-executive share options have been granted, forfeited or exercised during the years to 30 June 2024 and
2023.
No options are expected to lapse at the AGM.
On 9 July 2015 the Board of Plexus approved certain amendments to the rules of the Plexus Holdings plc 2005
Share Option Scheme (the “Plan”) such that the Company is permitted to extend the exercise period for options
granted under the Plan by a further ten years. Subsequently on 9 July 2015, 8 June 2017, 13 December 2019 and
25 March 2021 the Company entered into deeds of amendment with Ben van Bilderbeek, Graham Stevens, Craig
Hendrie, and eleven employees in respect of options granted to them on 9 December 2005, 20 June 2007,
17 December 2009 and 25 March 2011 under the scheme, to extend the exercise period by ten years, subject to all
other terms of the scheme rules.
The lowest mid-market price of the Company’s shares in the year to 30 June 2024 was 2.60p on the 19th July 2023.
The high price in the period to 30 June 2024 was 28.60p on 26th September 2023. The mid-market price on 30 June
2024 was 13.25p.
The 6-year history of the share price on reporting date (30 June) is as follows, 2024: 13.25p, 2023: 2.80p, 2022:
2.80p, 2021: 13.25p, 2020: 14.00p and 2019: 40.50p.
Total staff remuneration costs for the year, as set out in note 5 was £3.96m (2023: £2.93m). This compares to
distributions to shareholders of £nil (2023: £nil).
Statement of Directors’ Responsibilities
The directors are responsible for preparing the Directors’ Report, Strategic Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have elected to prepare the group and parent company financial statements in accordance with UK-adopted
international accounting standards. Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the Group
and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are
required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures disclosed
and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group and the parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements comply with the Companies Act 2006. They have a 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.
The directors are further responsible for ensuring that the Strategic Report and the Report of the Directors and other
information included in the Annual Report and Financial Statements is prepared in accordance with applicable law
in the United Kingdom.
The directors are responsible for the maintenance and integrity of the corporate and financial information included
on the Group’s website (www.plexusplc.com). The work carried out by the auditors does not involve the
consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have
occurred in the accounts since they were initially presented on the website. Legislation in the UK governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
By order of the Board
M Park
Chief Financial Officer
21 October 2024
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Plexus Holdings plc Annual Report 2024
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Independent Auditor’s Report to the Shareholders of Plexus Holdings Plc
Opinion
We have audited the financial statements of Plexus Holdings plc (the “Parent Company”) and its subsidiaries (the
“Group”) for the year ended 30 June 2024, which comprise:
the Group statement of comprehensive income for the year ended 30 June 2024;
the Group and Parent Company statements of financial position as at 30 June 2024;
the Group and Parent Company statements of changes in equity for the year then ended;
the Group and Parent Company statements of cash flows for the year then ended; and
the notes to the financial statements, including material accounting policies.
The financial reporting framework that has been applied in the preparation of the financial statements is applicable
law and UK-adopted international accounting standards.
In our opinion the financial statements:
give a true and fair view of the state of the Group’s and of the Parent Company's affairs as at 30 June 2024 and
of the Group’s profit for the period then ended;
have been properly prepared in accordance with UK-adopted international accounting standards;
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 the Parent Company in
accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1(b) in the financial statements, which indicates that the Group and Parent Company’s
ability to continue as a going concern is dependent on the extension and conversion of the convertible loan notes,
and the availability of further fundraising. As stated in note 1(b), these events or conditions, along with the other
matters as set forth in note 1(b), indicate that a material uncertainty exists that may cast significant doubt on the
company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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 Parent Company’s ability to continue to adopt the going concern basis of accounting included:
We obtained management’s going concern assessment, which covered a period up to 31 December 2025 and
tested the mathematical accuracy of the model;
We assessed assumptions included in the model such as revenues, profitability and overhead costs against
supporting documentation and compared against current year results;
We challenged management on the level of certainty over revenues that were included;
We reviewed the sensitivity scenario prepared by management, which removed contracts with a lower level of
certainty, and reduced the level of expected fundraising. Both the base case and the severe but plausible downside
scenarios include a requirement to raise funds in order to remain a going concern.
We held discussions with management on how they plan to raise the additional funding required by the cash
flow forecasts, and the mitigating actions they could take to reduce cash outflows.
We reviewed the disclosures made in the financial statements relating to going concern and agreed these to be
consistent with the assessment and our conclusions
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
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Plexus Holdings plc Annual Report 2024
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Independent Auditor’s Report to the Shareholders of Plexus Holdings Plc
continued
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it
could reasonably be expected to change the economic decisions of a user of the financial statements. We used the
concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the Group financial statements as a
whole to be £175,000 (2023: £200,000), based on 5% of Group profit (2023: loss) before tax, before non-recurring
items.
Materiality for the Parent Company financial statements as a whole was set at £100,000 (2023: £80,000) based on
a percentage of its profit before tax at the planning stage. This was reviewed at finalisation of the audit and was
considered to remain appropriate.
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the
audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the
judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the
internal control environment. This is set at £122,500 (2023: £140,000) for the Group and £70,000 (2023: £56,000)
for the parent.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party
transactions and directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of £8,750 (2023: £10,000). Errors
below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s
system of internal control and assessing the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, assessing whether there was evidence of bias by
the directors that may have represented a risk of material misstatement.
The Group and its subsidiaries are accounted for from one central operating location, the Group’s registered office.
There are two significant components in the Group: the Parent Company and Plexus Ocean Systems Limited. These
two entities were subject to full scope audits by the group audit team, in addition to the consolidation.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included 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.
We set out below, together with the material uncertainty related to going concern above, those matters we considered
to be key audit matters.
This is not a complete list of all risks identified by our audit.
33
Plexus Holdings plc Annual Report 2024
Independent Auditor’s Report to the Shareholders of Plexus Holdings Plc
continued
34
Plexus Holdings plc Annual Report 2024
Key audit matter
How the scope of our audit addressed the key audit
matter
1. Impairment of intangible assets, including goodwill
(notes 10 and 11)
2. Carrying value of Parent Company investments
in subsidiaries and intercompany receivables
(parent company note 5)
The Group carries intangible assets and goodwill at a
net book value of £9.1 million (2023: £9.5 million).
This balance is primarily represented by intellectual
property, patent and other development expenditure.
Management prepare annual impairment calculations
to assess the carrying value of goodwill as set out in the
accounting policy in note 1h to the financial statements.
The Group’s net asset value exceeded market
capitalisation of the Company at the reporting date.
Management considered this to be an impairment
indicator to the carrying value of the intangible assets
and have performed an impairment assessment as set
out in the accounting policy in notes 1i to the financial
statements.
The performance of an impairment review requires
management to make a number of judgements and
assumptions.
As a result, we identified the impairment of intangible
assets, including goodwill, as a key audit matter.
We assessed the design and implementation of internal
controls over impairment assessment.
We evaluated management’s assessment (based on
value in use) as to whether goodwill or other intangible
assets were impaired. An assessment was prepared for
each of the two cash generating units, being
Conventional and Deepwater IP.
We challenged the key estimates included in
management’s value in use models under both the
organic growth and licensing scenarios, which
included the discount rate and growth rates. We
involved our valuations specialists in assessing the
discount rate.
We reviewed the sensitivity analysis performed by
management on the key assumptions such as the
discount rate to assess the impact to the model.
We have applied further sensitivities over the discount
rate and growth rate and challenged management on
the likelihood of such a scenario occurring, and on
what remedial actions would be taken.
We also evaluated whether information existed in
relation to the fair value less costs to sell, that would
support the recoverable value of the assets.
We identified that the investments balance included an
amount for a subsidiary that was liquidated in the year.
As a result of our challenge, the relevant amount of
£1,036k was removed from investment value and
charged to the income statement.
We held discussions with management to determine
whether indicators of impairment existed in relation to
the remaining investment balance and concurred with
their conclusion that an impairment review was
required due to the carrying value of the investment
exceeding its net assets.
In assessing whether impairment to the investment was
required, our work was substantially the same as
described above in the impairment consideration of the
intangible assets, as the recoverability of the
investment value is closely linked to these assets.
The recoverability of the intercompany receivable was
assessed by reference to the net asset position of the
subsidiary. As this exceeded the amount of the
receivable balance, we concurred with management’s
assessment that the balance is recoverable.
The carrying value of investments in subsidiaries in the
Parent Company financial statements at 30 June 2024
was £7.3m (2023: £8.3m). Intercompany receivables
are held with a carrying value of £3.4m. The value of
these investments are dependent on the successful
trading of the subsidiary Plexus Ocean Systems
Limited, utilising the IP included as intangible assets
in the Group financial statements.
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Independent Auditor’s Report to the Shareholders of Plexus Holdings Plc
continued
Key audit matter
How the scope of our audit addressed the key audit
matter
3. Revenue recognition (notes 1d and 2)
Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They
were not designed to enable us to express an opinion on these matters individually and we express no such opinion.
Other information
The directors are responsible for the other information contained within the annual report. The other information
comprises the information included in the annual report, other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our 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 directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Parent 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 assessed the design and implementation of controls
over the existence and cut-off of revenue.
We performed a review of the licensing agreement and
assessed the IFRS 15 revenue recognition criteria
against the revenue recognised in the accounting
records. The consideration was traced to receipt of cash.
For the significant rental contract, we reviewed
management’s assessment of the performance
obligation; their basis for recognising revenue over time;
and how they estimated the extent of completion at the
year end. We tested this by performing a detailed review
of the contract and obtaining supporting documentation
including for post year end developments in the project.
The milestone invoices raised in the year were traced to
receipt of cash.
A sample of other revenue transactions were verified to
supporting invoices, evidence of provision of services
or equipment, and traced through to receipt of cash.
We tested a sample of revenue transactions to
supporting documentation to assess if they had been
recorded in the correct accounting period.
Revenue is recognised in accordance with the
accounting policy set out in the financial statements.
The principal sources of revenue during the period were
from a licensing agreement in which the revenue was
recognised on a point in time basis and a significant
rental contract with revenue recognised on a percentage
of completion basis.
We considered revenue recognition to be a key audit
matter due to the judgements and estimates
management are required to make in relation to revenue
from the licensing agreement and the significant rental
contract.
35
Plexus Holdings plc Annual Report 2024
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Independent Auditor’s Report to the Shareholders of Plexus Holdings Plc
continued
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report
to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 31, the directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and Parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.
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 obtained an understanding of the legal and regulatory frameworks that are applicable to the Group, and the
procedures in place for ensuring compliance. The most significant regulations identified were compliance with
the Companies Act 2006 and UK health and safety legislation. Our work included direct enquiry of the directors,
who oversee all legal proceedings, reviewing Board minutes and inspection of health and safety registers.
We communicated the relevant laws and regulations identified to all members of the engagement team, and
remained alert to any indication of non- compliance with laws and regulations, or potential fraud, throughout our
audit work.
As part of our audit planning process we assessed the different areas of the financial statements, including
disclosures, for the risk of material misstatement. This included considering the risk of fraud where direct
enquiries were made of management and those charged with governance concerning both whether they had any
knowledge of actual or suspected fraud and their assessment of the susceptibility of fraud. We considered the
risk was greater in areas that involve significant management estimate or judgement. Based on this assessment
we designed audit procedures to focus on the key areas of estimation or judgement, this included specific testing
of journal transactions, both at the year end and throughout the year.
We used data analytic techniques to identify any unusual transactions or unexpected relationships, including
considering the risk of undisclosed related party transactions.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
36
Plexus Holdings plc Annual Report 2024
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Independent Auditor’s Report to the Shareholders of Plexus Holdings Plc
continued
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.
John Charlton (Senior Statutory Auditor)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
Date: 21 October 2024
37
Plexus Holdings plc Annual Report 2024
38
Plexus Holdings plc Annual Report 2024
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2024
2024
2023
Notes
£’000
£’000
Revenue
2
12,723
1,487
Cost of sales
(3,541)
(400)
–––––––
–––––––
Gross profit
9,182
1,087
Administrative expenses
(5,579)
(5,348)
Non-recurring – Compensation for loss of office
(693)
–
–––––––
–––––––
Operating profit / (loss)
4
2,910
(4,261)
Finance income
6
4
7
Finance costs
7
(196)
(175)
Other income
2
69
Non-recurring items
Gain on sale of associate undertaking
83
–
Share in profit of associate
–
182
Fair-value adjustment on asset held for sale
–
(50)
–––––––
–––––––
Profit / (loss) before taxation
2,803
(4,228)
Income tax credit
8
130
213
–––––––
–––––––
Profit / (loss) for year
2,933
(4,015)
Other comprehensive income
–
–
–––––––
–––––––
Total comprehensive profit / (loss)
for the year attributable to the owners of the parent
2,933
(4,015)
–––––––
–––––––
Earning / (loss) per share
9
Basic
2.83p
(4.00p)
Diluted
2.83p
(4.00p)
39
Plexus Holdings plc Annual Report 2024
Consolidated Statement of Financial Position
at 30 June 2024
2024
2023
Notes
£’000
£’000
Assets
Goodwill
10
767
767
Intangible assets
11
8,312
8,731
Property, plant and equipment
13
3,908
1,404
Right of use asset
25
334
638
–––––––
–––––––
Total non-current assets
13,321
11,540
–––––––
–––––––
Asset held for sale
14
–
905
Corporation tax
8
132
153
Inventories
15
1,099
2,265
Trade and other receivables
16
2,874
2,318
Cash and cash equivalents
2,486
1,449
–––––––
–––––––
Total current assets
6,591
7,090
–––––––
–––––––
Total assets
19,912
18,630
–––––––
–––––––
Equity and liabilities
Called up share capital
18
1,054
1,054
Shares held in treasury
19
–
(2,500)
Share based payments reserve
674
674
Retained earnings
13,682
12,292
–––––––
–––––––
Total equity attributable to equity holders of the parent
15,410
11,520
–––––––
–––––––
Liabilities
Convertible loans
24
–
1,702
Lease liabilities
25
88
428
–––––––
–––––––
Total non-current liabilities
88
2,130
–––––––
–––––––
Trade and other payables
17
3,217
4,647
Convertible loans
24
856
–
Lease liabilities
25
341
333
–––––––
–––––––
Total current liabilities
4,414
4,980
–––––––
–––––––
Total liabilities
4,502
7,110
–––––––
–––––––
Total equity and liabilities
19,912
18,630
–––––––
–––––––
These financial statements were approved and authorised for issue by the board of directors on 21 October 2024
and were signed on its behalf by:
M Park
C Hendrie
Director
Director
Company Number: 03322928
40
Plexus Holdings plc Annual Report 2024
Consolidated Statement of Changes in Equity
for the year ended 30 June 2024
Share
Called Up
Shares
Based
Share
Held in
Payments
Retained
Capital
Treasury
Reserve
Earnings
Total
£’000
£’000
£’000
£’000
£’000
Balance as at 30 June 2022
1,054
(2,500)
674
16,307
15,535
Total comprehensive loss for the year
–
–
–
(4,015)
(4,015)
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
Balance as at 30 June 2023
1,054
(2,500)
674
12,292
11,520
Total comprehensive income for the year
–
–
–
2,933
2,933
Sale of shares held in treasury
–
957
–
–
957
Loss on shares held in treasury
–
1,543
–
(1,543)
–
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
Balance as at 30 June 2024
1,054
–
674
13,682
15,410
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
41
Plexus Holdings plc Annual Report 2024
Consolidated Statement of Cash Flows
for the year ended 30 June 2024
2024
2023
Notes
£’000
£’000
Cash flows from operating activities
Profit/(loss) before taxation
2,803
(4,228)
Adjustments for:
Depreciation and amortisation charges
1,841
1,560
Redemption premium on convertible loans
174
152
Gain on sale of associate undertaking
(83)
–
Share in profit of associate
–
(182)
Other income
(2)
(69)
Fair value adjustment on asset held for sale
–
50
Fair value adjustment on financial assets
–
1
Investment income
(4)
(7)
Interest expense
22
23
Changes in working capital:
Decrease / (increase) in inventories
1,166
(871)
Increase in trade and other receivables
(556)
(1,347)
(Decrease) / increase in trade and other payables
(1,430)
3,401
–––––––
–––––––
Cash generated / (used) in operating activities
3,931
(1,517)
Income tax receipts
151
80
–––––––
–––––––
Net cash generated / (used) in operating activities
4,082
(1,437)
–––––––
–––––––
Cash flows from investing activities
Funds divested from financial instruments
–
102
Property rental and dilapidations income
–
50
Purchase of intangible assets
(558)
(516)
Purchase of property, plant and equipment
(3,064)
(890)
Net proceeds from sale of associate undertaking
987
–
Proceeds of sale of property, plant and equipment
–
1,052
Interest and investment income received
–
7
–––––––
–––––––
Net cash used in investing activities
(2,635)
(195)
–––––––
–––––––
Cash flows from financing activities
Repayment of Lombard facility
–
(3,958)
Repayment of convertible loans
(1,020)
–
Net proceeds from sale of treasury shares
957
–
Funds raised from convertible loans
1,550
Repayments of lease liabilities
(347)
(347)
Interest paid
–
(4)
–––––––
–––––––
Net cash (outflow) / inflow from financing activities
(410)
(2,759)
–––––––
–––––––
Net increase / (decrease) in cash and cash equivalents
1,037
(4,391)
Cash and cash equivalents at 1st July
1,449
5,840
–––––––
–––––––
Cash and cash equivalents at 30th June
24
2,486
1,449
–––––––
–––––––
42
Plexus Holdings plc Annual Report 2024
1.
Summary of material accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered
material in relation to the financial information.
a.
Basis of preparation
The consolidated financial statements have been prepared in accordance with UK-adopted international
accounting standards and interpretations issued by the UK Endorsement Board and are in accordance with
the Companies Act 2006.
There are a number of standards, amendments to standards, and interpretations which have been issued by
the UKEB that are effective in future accounting. The Directors’ have assessed the impact of these standards
and do not expect any significant impact to the Group on their adoption.
The Group financial statements are presented in sterling and all values are rounded to the nearest thousand
pounds except where otherwise indicated.
The financial information has been prepared under the historical cost convention except where fair value
adjustments are required.
b.
Going concern
At the year end, the Group had cash and cash equivalents of £2.49m, with no bank borrowings. The Group’s
financial risks and the management of capital risks are set out in Note 23 to the Financial Statements.
After careful enquiry and review of available financial information, including multi-scenario projections and
cash flows for the period to 31 December 2025 (which included a severe, but plausible downside scenario),
the Directors consider it appropriate to continue to adopt the going concern basis of accounting in the
preparation of the consolidated and company financial statements. However, in each scenario noted above,
the group is reliant on two future matters: firstly, the extension and ultimate conversion of the outstanding
Loan Notes which mature in October 2024; and secondly, a qualifying financing event tied into conversion
of the Loan Notes, which was indicated at the time the convertible loan arrangements were entered into in
October 2022. Failure to secure funding would have a material impact on the group. There can be no certainty
regarding the timing and quantum of such future funding and therefore this indicates a material uncertainty
which may cast significant doubt regarding the Group’s ability to continue as a going concern. The financial
statements do not include the adjustments that would result if the Group and the company were unable to
continue as a going concern.
Notwithstanding the above management are confident regarding the ability of the group to secure a future
funding event.
c.
Basis of consolidation
The Group’s financial statements consolidate the financial statements of Plexus Holdings plc and the entities
it controls (its subsidiaries) and are drawn up to 30 June each year. Control comprises the power to govern
the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved
through direct and indirect ownership of voting rights, currently exercisable or convertible potential voting
rights. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases. The financial statements
of subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting
policies. All intercompany balances and transactions, including unrealised profits arising from intra group
transactions, have been eliminated in full. Unrealised losses are eliminated unless the transaction provides
evidence of an impairment of the asset transferred.
Notes to the Consolidated Financial Statements
43
Plexus Holdings plc Annual Report 2024
1.
Summary of material accounting policies (continued)
The financial statements of the Company and its subsidiaries are prepared in sterling (the functional currency),
which is the currency that best reflects the economic substance of the underlying events and circumstances
relevant to the Group. Transactions and balances in foreign currencies are converted into sterling in accordance
with the principles set forth by IAS 21 (“The Effects of Changes in Foreign Exchange Rates”). Accordingly,
transactions and balances have been converted as follows:
Monetary assets and liabilities – at the rate of exchange applicable at the reporting date; and
Income and expense items – at exchange rates applicable as of the date of recognition of those items.
Exchange gains and losses are recognised in the consolidated statement of comprehensive income.
d.
Revenue
Sale of equipment
The Group sells a range of equipment derived from its proprietary technology, spares and ancillary equipment.
Revenue from the sale of equipment is recognised when performance obligations are met. This is considered
to be on acceptance of the equipment by the customer. Invoicing and subsequent payment follow the transfer
of ownership.
Rental income
The Group rents out equipment to customers. Revenue from rental contacts, all of which are short term, is
recognised in the statement of comprehensive income on a straight-line basis as the performance obligations
are satisfied over time. Rental income is invoiced on a monthly basis.
Revenue under the Major Rental Contract is recognised over the identified performance obligations, which
is being satisfied over time. Revenue has been recognised according to percentage of completion of the
performance obligation, using an output method, being the agreed milestones under the agreement. To the
extent that payments received exceed the revenue recognised at the end of a reporting period on a percentage
of completion basis, a contract liability is recognised. The contract liability represents the Group’s obligation
for works still to be performed.
Service and engineering income
The Group provides Field Service Technicians to its customers, on daily rate basis. Revenue from service
contracts is recognised on a performance basis as work is undertaken. Customers are invoiced following
receipt of a signed field service ticket. Engineering work can operate on a similar basis or on a pre-agreed
price for a specified scope of work and be invoiced on completion.
Royalty and Licensing income
The Group has licensing agreements which are subject to royalty payments. Revenue from one-off licensing
transactions is recorded at the point in time at which the Group provides the licensee with the right to use the
specified intellectual property. The Group has no further obligations to the licensee after this point.
Royalty income is recognised under the terms and conditions of the underlying licensing agreement, and
revenue is recognised when performance obligations as specified in each royalty agreement are satisfied.
Rebillable income
The Group passes on third party costs to customers at cost plus mark-up where applicable. The level of mark-
up is specified in the underlying contract with the customer. Revenue is invoiced and recognised, along with
the associated expenditure in the period in which it relates.
e.
Cost of sales
Cost of sales includes salary and related costs for service personnel, depreciation, refurbishment costs on
rental assets and other costs which are directly attributable to revenue generating projects.
Notes to the Consolidated Financial Statements continued
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Plexus Holdings plc Annual Report 2024
1.
Summary of material accounting policies (continued)
f.
Non-recurring items
Non-recurring items are income or expenses that are material by their size or their nature and are not
considered to arise in the normal course of business. The Directors consider that these items should be
disclosed separately on the face of the Statement of Comprehensive Income to allow a more comparable view
of underlying trading performance. In 2024 non-recurring items relate to the compensation for loss of office
expenses, that are considered to be one off in nature.
g.
Income taxes and deferred taxation
The income tax credit for the period comprises current and deferred tax. Tax is recognised in the income
statement, except to the extent that it relates to items recognised in other comprehensive income or directly in
equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax credit is calculated based on the tax laws enacted or substantively enacted at the
reporting date in the countries where the Company and its subsidiaries operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected
to be paid to the tax authorities. Deferred income tax is recognised on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted
by the reporting date and are expected to apply when the related deferred income tax asset is realised, or the
deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will
be available against which the temporary differences can be utilised.
As set out in note 20 the Group operates a share option scheme. Where the market price of the shares at the
year-end exceeds the option price there is a potential tax deduction. This is treated as a deferred tax asset.
The portion of the expected future tax deduction which is less than or equal to the associated cumulative
IFRS2 charge is recognised in the income statement. The balance of the credit is recognised directly in equity.
h.
Goodwill
Purchased goodwill (representing the excess of the fair value of the consideration given over the fair value
of the separable assets acquired) arising on business combinations in respect of acquisitions is capitalised.
Goodwill is not amortised; it is measured at cost less any accumulated impairment losses. Goodwill is
reviewed for impairment at least annually. Goodwill has been allocated to the Group’s two CGUs for
impairment purposes.
i.
Intangible assets and amortisation
Patents are recorded initially at cost and amortised on a straight-line basis over 20 years which represents the
life of the patent. The Group operates a policy of continual patent enhancement in order that technology
enhancements and modifications are incorporated within the registered patent, thereby protecting the value
of technology advances for a full 20-year period.
Intellectual Property rights are initially recorded at cost and amortised over 20 years on a straight-line basis.
The technology defined by the Intellectual Property is believed to be able to generate income streams for the
Group for many years; key Intellectual Property is protected by patents; the lowest common denominator in
terms of economic life of the intangible assets is the life of the original patents and therefore the life of the
Intellectual Property has been matched to the remaining life of the patents protecting it.
Development expenditure is capitalised in respect of development of patentable technology at cost including
an allocation of own time when such expenditure is incurred on separately identifiable technology and its
future recoverability can reasonably be regarded as assured. Any expenditure carried forward is amortised
on a straight-line basis over its useful economic life, which the directors consider to be 20 years.
Computer software is amortised over 2 to 5 years on a straight-line basis.
Notes to the Consolidated Financial Statements continued
45
Plexus Holdings plc Annual Report 2024
1.
Summary of material accounting policies (continued)
In all cases the amortisation period represents the expected useful life of the asset.
Amortisation is charged to the Administrative Expenses line of the Statement of Comprehensive Income.
Expenditure on research and development, which does not meet the capitalisation criteria, is written off to
the Statement of Comprehensive Income in the period in which it is incurred.
The carrying value of intangible assets is reviewed on an on-going basis by the directors, and where
appropriate, provision is made for any indication of impairment in value. Where impairment arises, the
recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Where it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the
recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in
use, the estimated future cash flows are discounted to their present value using a discount rate that reflects
the current market assessments of the time value of money and the risks specific to the asset. If the recoverable
amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced
to its recoverable amount.
Any impairment loss would be recognised immediately in the Statement of Comprehensive Income.
j.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Cost represents the cost of
acquisition or construction, including the direct cost of financing the acquisition or construction until the
asset comes into use. Depreciation is provided to write off the cost or valuation of property, plant and
equipment less the estimated residual value by equal instalments over their estimated useful economic lives
as follows:
Buildings Over the remaining life of the lease on the land on which the building is
constructed
Tenant improvements Over the remaining life of the lease of the relevant building
Equipment 7% – 50% per annum
Motor vehicles 20% per annum
The expected useful lives and residual values of property, plant and equipment are reviewed on an annual
basis and, if necessary, changes in useful life or residual value are accounted for prospectively.
The carrying value of property, plant and equipment is reviewed for impairment whenever events or changes
in circumstances indicate the carrying value may not be recoverable.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the
asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is
included in the Statement of Comprehensive Income in the period the item is derecognised.
IFRS 5 sets out the criteria for designating an asset as held for sale
Management must be committed to a plan to sell the asset;
An active program to find a buyer must have been initiated;
The asset must be actively marketed for sale at a price reasonable to its current fair value;
The sale is expected to be completed within 1 year from the date of classification;
Significant changes to the plan are unlikely.
Should the above criteria be met the asset, or group of assets, is reclassified to current assets, at the lower of
its carrying amount and its fair value less costs to sell.
k.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits.
Notes to the Consolidated Financial Statements continued
l
l
l
l
l
46
Plexus Holdings plc Annual Report 2024
1.
Summary of material accounting policies (continued)
l.
Foreign currencies
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange
ruling at the statement of financial position date and the gains or losses on translation are included in the
Statement of Comprehensive Income. The functional currency of the Group is pounds sterling.
m.
Leases
Short-term and low value rentals are charged to the Statement of Comprehensive Income on a straight-line
basis over the period of the lease.
A lessee will be required to recognise assets and liabilities for all leases with a term of more than 12 months
(unless the underlying asset is of low value) and is required to present depreciation of leased assets separately
from interest on lease liabilities in the consolidated statement of comprehensive income.
The right of use asset is initially measured at cost and is subsequently measured at cost less accumulated
depreciation and impairment and adjusted for any amendment to the lease liability. The lease liability is
initially measured at the present value of the lease payments due at inception, and is subsequently adjusted
for lease payments and interest, or any amendment to the lease liability.
The Group has taken the exemptions where applicable for low value and short-term leases. A lessor will
continue to classify its leases as operating leases or financing leases, and to account for those two types of
leases separately.
n.
Inventory
Inventory is stated at the lower of cost and net realisable value. Cost is determined on a first in first out basis
and includes all direct costs incurred and attributable production overheads. Net realisable value is based on
estimated selling price allowing for all further costs to completion and disposal.
o.
Pensions
The Group offers a contributory Group stakeholder pension scheme, into which the Group will make matching
contributions up to a pre-agreed level of base salary; the scheme is open to executive directors and permanent
employees. Directors may choose to have contributions paid into personal pension plans. Payments to the
defined contribution retirement benefit plans are recognised as an expense when the employees have rendered
service entitling them to contributions.
p.
Classification of financial instruments issued by the Group
In accordance with IAS 32, financial instruments issued by the Group are treated as equity (i.e., forming part
of shareholders’ funds) only to the extent that they meet the following two conditions:
(a)
they include no contractual obligations upon the Company (or Group as the case may be) 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 Company (or Group); and
(b)
where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-
derivative that includes no obligation to deliver a variable number of the Company’s own equity
instruments or is a derivative that will be settled by the Company 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 Company’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.
Finance payments associated with financial liabilities are dealt with as part of finance charges. Finance
payments associated with financial instruments that are classified as part of shareholders’ funds (see dividends
policy), are dealt with as appropriations in the reconciliation of movements in shareholders’ funds.
Notes to the Consolidated Financial Statements continued
47
Plexus Holdings plc Annual Report 2024
1.
Summary of material accounting policies (continued)
q.
Share based payments
The Group issues share options to directors and employees, which are measured at fair value at the date of
grant. The fair value of the equity settled options determined at the grant date is expensed on a straight-line
basis over the vesting period based on an estimate of the number of options that will actually vest. The Group
has adopted a Stochastic model to calculate the fair value of options, which enables the Total Shareholder
Return (TSR) performance condition attached to the awards to be factored into the fair value calculation.
r.
Management of capital
The Group’s capital is comprised of share capital and retained earnings. (Notes 18 and 19).
The Group’s objective when managing capital is to safeguard its ability to continue as a going concern so
that it can continue to provide returns to shareholders.
The Group sets the amount of capital in proportion to its assessment of the risks that it faces. The Group
manages the capital structure and adjusts it in the light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure the Group may
adjust the value of dividends paid or issue new equity.
s.
Convertible loans
Convertible loans are initially recognised at their fair value, which includes any directly attributable transaction
costs. The loan notes can be settled in cash, with an additional 20% redemption interest on the principal
amount or converted into new shares where the principal amount will be settled at a 20% discount to the share
price paid by investors in a qualifying financing event. The 20% is representative of a 25% redemption
premium that will be accrued over the life of the convertibles.
Should the qualifying event occur causing conversion to shares prior to the maturity date, the carrying amount
of the Convertible Loan Note will be derecognised and shares arising on conversion of the notes shall be
issued and allotted by the company on the conversion date. The remaining redemption premium will be
recognised as a debit to the income statement upon conversion.
t.
Significant judgements made by management
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
The principal areas in which significant judgements have been made by management are as follows:
(a)
In assessing the intangibles assets for impairment, the directors have applied judgement when preparing
projections of future revenues expected to be derived from exploiting the Group’s intangible assets in
future periods as part of their consideration of impairment. The core technology has proven commercial
value, despite the recent trading losses made. The projections for future application are subject to a
significant degree of judgement.
(b)
The rental revenues of the major rental contract have been recognised based on performance obligations
completed at the year end, using the output method prescribed by IFRS 15. Management have applied
judgement when adopting this method, by splitting the overall performance obligation of the contract
in work scopes and an assessment of completion at the reporting date.
(c)
Judgement has been applied when assessing the SLB licensing contract. It is viewed as having one
performance obligation with the revenue recognised on date of signing.
Notes to the Consolidated Financial Statements continued
48
Plexus Holdings plc Annual Report 2024
1.
Summary of material accounting policies (continued)
u.
Key assumptions and sources of estimation
The life of the Group’s Intellectual Property is estimated with reference to the lifespan of the patents which
help protect the knowledge and the Group’s ability to generate income from it. Changes to these estimates
can result in significant variations in the carrying value and amounts charged to the consolidated statement
of comprehensive income in specific periods.
When measuring goodwill and intangible assets for impairment a range of assumptions are required, and
these are detailed in the Goodwill and Intangible Asset notes 1h and 1i and note 11 to the financial statements.
When reviewing the Intellectual Property (“IP”) for impairment a multi scenario model is employed which
includes an organic sales model and a licensing model for the two main strands of IP, Conventional and
Deepwater. A number of assumptions and judgements are used in the modelling, including assumed growth
rates, cost inflation and salary inflation. A sensitivity analysis is applied to the modelling including flexing
the weight average cost of capital and revenue growth rate. In all scenarios the discounted cash flows are in
excess of the carrying values of the IP.
As noted above the rental revenues from the major rental contract have been assessed based on percentage
complete using the output method prescribed by IFRS 15. The project was assessed to be 85% complete at
the financial year end. Management is satisfied with the accuracy of the method employed. A 1% change in
the percentage complete would lead to an adjustment of £67k.
Provisions requiring management estimates and judgements: A provision has been made against slow moving
inventory based upon historical experience of the viability of the older parts as technological improvements
are made. Changes to these estimates can result in significant variations in the carrying value and amounts
charged to the consolidated statement of comprehensive income in specific periods.
In forming their assessment of going concern, the Directors prepare budgets and forecasts, which include multi-
scenario modelling. The main area of estimation within the modelling is revenue levels. The Directors estimate
revenues based on their current expectation from contracted works and other projects considered very likely
to proceed. These are sensitised for more severe scenarios, to ensure that the Group has enough cash headroom
to ensure the going-concern assumption is appropriate. Refer to going concern disclosure at note 1b.
2.
Revenue
2024
2023
£’000
£’000
By geographical area
UK
8,591
963
USA
4,082
–
Europe
–
524
Rest of World
50
–
–––––
–––––
12,723
1,487
–––––
–––––
The revenue information above is based on the location of the customer.
2024
2023
£’000
£’000
By revenue stream
Rental
6,629
589
Service
532
146
Sold equipment
12
540
Licensing fees
4,082
–
Rebillables
204
36
Support services and engineering
1,264
176
–––––
–––––
12,723
1,487
–––––
–––––
Substantially all of the revenue in the current and previous periods derives from the sale, licensing, short-term
rentals and the provision of services relating to the Group’s patent protected equipment.
Notes to the Consolidated Financial Statements continued
49
Plexus Holdings plc Annual Report 2024
3.
Segment Reporting
The Group derives revenue from the sale of its POS-GRIP technology and associated products, the rental of
equipment utilising the POS-GRIP technology and service income principally derived in assisting with the
commissioning and on-going service requirements of our equipment. These income streams are all derived
from the utilisation of the technology which the Group believes is its only segment.
Per IFRS 8, the operating segment is based on internal reports about components of the group, which are
regularly reviewed and used by the board of directors being the Chief Operating Decision Maker (“CODM”).
All of the Group’s non-current assets are held in the UK.
The following customers each account for more than 10% of the Group’s continuing revenue:
2024
2023
£’000
£’000
Customer 1
7,644
524
Customer 2
4,082
444
Customer 3
–
235
Customer 4
–
156
4.
Group operating profit / (loss)
Profit / (loss) on ordinary continuing activities before tax taxation is stated after charging/(crediting).
2024
2023
£’000
£’000
Depreciation of tangible assets
560
307
Amortisation of intangible assets:
– Intellectual property rights
238
238
– Research and development
738
712
– Computer software
1
–
– IFRS 16 lease amortisation
304
303
Foreign currency exchange loss
13
31
Directors’ emoluments
673
676
Non-recurring compensation for loss of office
693
–
Inventories recognised as expense
6
108
Auditors’ remuneration:
Fees payable to the Company’s auditors for:
The audit of the Company’s annual accounts
25
22
The audit of the Company’s subsidiary pursuant to legislation
35
30
Audit related assurance services
3
3
–––––
–––––
Total audit fees
63
55
–––––
–––––
Notes to the Consolidated Financial Statements continued
50
Plexus Holdings plc Annual Report 2024
5.
Staff numbers and costs
The average number of persons, including executive directors, excluding non-executive directors during the
year was:
2024
2023
Number
Number
Management
6
6
Technical
24
24
Administrative
6
6
–––––
–––––
36
36
–––––
–––––
The aggregate payroll costs of these persons were as follows:
2024
2023
£’000
£’000
Wages and salaries
3,562
2,559
Social security costs
274
253
Pension contributions to defined contribution plans
124
118
–––––
–––––
3,960
2,930
–––––
–––––
Key management are considered to be the Board of Directors and details of Directors’ remuneration are given
in the remuneration report on page 28 and this forms part of the financial statements.
6.
Finance Income
2024
2023
£’000
£’000
Bank interest receivable
1
3
Other interest receivable
3
3
Investment income
–
1
–––––
–––––
4
7
–––––
–––––
7.
Finance Costs
2024
2023
£’000
£’000
Other interest payable
7
–
Redemption premium on convertible loans
174
152
Interest on right of use assets
15
22
Fair value adjustment on financial assets
–
1
–––––
–––––
196
175
–––––
–––––
Notes to the Consolidated Financial Statements continued
51
Plexus Holdings plc Annual Report 2024
8.
Income tax credit
(i) The taxation credit for the year comprises:
2024
2023
£’000
£’000
UK Corporation tax:
Foreign taxation
2
–
Adjustment in respect of prior years
(132)
(217)
–––––
–––––
Total current tax credit
(130)
(217)
–––––
–––––
Deferred tax:
Origination and reversal of timing differences
(117)
4
Adjustment in respect of prior years
117
–
–––––
–––––
Total deferred tax
–
4
–––––
–––––
Total tax credit
(130)
(213)
–––––
–––––
The effective rate of tax is 25.00% (2023: 20.5%)
(ii) Factors affecting the tax charge on continuing activities for the year
2024
2023
£’000
£’000
Profit / (loss) on ordinary activities before tax
2,803
(4,228)
Tax on profit / (loss) at standard rate of UK
corporation tax of 25.00% (2023: 20.5%)
701
(867)
Effects of:
Fixed asset differences
1
18
Income not taxable
(111)
–
Expenses not deductible for tax purposes
2
133
Effect of change in tax rate
–
(171)
Other differences
(1)
–
Adjustments in respect of prior year
(132)
(217)
Adjustments in respect of prior year – deferred tax
117
–
Foreign tax
2
–
Deferred tax not recognised
–
891
Utilisation of brought forward losses
(709)
–
–––––
–––––
Total tax credit
(130)
(213)
–––––
–––––
Notes to the Consolidated Financial Statements continued
52
Plexus Holdings plc Annual Report 2024
8.
Income tax credit (continued)
(iii) Movement in deferred tax asset balance
2024
2023
£’000
£’000
Deferred tax asset at beginning of year
–
–
Debit to Statement of Comprehensive Income
–
–
–––––
–––––
Deferred asset at end of year
–
–
–––––
–––––
(iv) Deferred tax asset balance
2024
2023
£’000
£’000
The deferred tax asset balance is made up of the following items:
Difference between depreciation and capital allowances
2,333
2,055
Tax losses
(2,333)
(2,055)
–––––
–––––
Deferred tax asset at end of year
–
–
–––––
–––––
As outlined in the accounting policy (note 1g) deferred tax assets are recognised only to the extent that it is
probable that future taxable profit will be available. The deferred tax asset relates to losses to the value of the
deferred tax losses and is reviewed at the end of each reporting period. The Group has previously recognised
a deferred tax asset based upon its mid-term forecast profitability. On the basis losses have not been fully
utilised in the current financial year management consider that the probable threshold is not met and have
released the asset to the extent there are not sufficient taxable temporary differences. Once this threshold can
be demonstrated an asset will be recognised. At 30 June 2024 the Group has tax losses available of £21.4m
(2023: £24.5m).
9.
Profit / (loss) per share
2024
2023
£’000
£’000
Profit / (loss) attributable to shareholders
2,933
(4,015)
––––––––––
––––––––––
Number
Number
Weighted average number of shares in issue
103,576,297
100,435,744
Dilution effects of share schemes
–
–
––––––––––
––––––––––
Diluted weighted average number of shares in issue
103,576,297
100,435,744
––––––––––
––––––––––
Loss per share
Basic Earning / (loss) per share
2.83p
(4.00p)
Diluted Earning / (loss) per share
2.83p
(4.00p)
––––––––––
––––––––––
Basic loss per share is calculated on the results attributable to ordinary shares divided by the weighted average
number of shares in issue during the year.
Diluted earnings per share calculations include additional shares to reflect the dilutive effect of share option
schemes. As the exercise prices are all higher than the average share price during the year the option schemes
are considered to be anti-dilutive.
Notes to the Consolidated Financial Statements continued
53
Plexus Holdings plc Annual Report 2024
10.
Goodwill
£’000
Cost
As at 30 June 2022, 2023, and 2024
767
––––––
Impairment
As at 1 July 2022, 2023, and 2024
–
––––––
Net Book Value
As at 30 June 2023 and 2024
767
––––––
The recoverable amount of goodwill has been determined on a value in use basis and is considered when
reviewing the Group’s intangible asset for impairment outlined in note 11. These assumptions were determined
from the directors’ knowledge and experience.
The Group has two cash generating units split by the category of IP: Deepwater and Conventional. Goodwill
has been allocated between the CGUs on a systematic basis according to the carrying value of the IP at the
time of its acquisition.
11.
Intangible Assets
Patent and
Intellectual
Other
Computer
Property
Development
Software
Total
£’000
£’000
£’000
£’000
Cost
As at 30 June 2022
4,600
14,137
244
18,981
Additions
–
516
–
516
––––––––––
––––––––––
––––––––––
––––––––––
As at 30 June 2023
4,600
14,653
244
19,497
Additions
–
558
–
558
––––––––––
––––––––––
––––––––––
––––––––––
As at 30 June 2024
4,600
15,211
244
20,055
––––––––––
––––––––––
––––––––––
––––––––––
Amortisation
As at 30 June 2022
3,788
5,785
243
9,816
Charge for the year
238
712
–
950
––––––––––
––––––––––
––––––––––
––––––––––
As at 30 June 2023
4,026
6,497
243
10,766
Charge for the year
238
738
1
977
––––––––––
––––––––––
––––––––––
––––––––––
As at 30 June 2024
4,264
7,235
244
11,743
––––––––––
––––––––––
––––––––––
––––––––––
Net Book Value
As at 30 June 2024
336
7,976
–
8,312
––––––––––
––––––––––
––––––––––
––––––––––
As at 30 June 2023
574
8,156
1
8,731
––––––––––
––––––––––
––––––––––
––––––––––
Notes to the Consolidated Financial Statements continued
54
Plexus Holdings plc Annual Report 2024
11.
Intangible Assets (continued)
When assessing the carrying value of the Group’s assets the key assumptions on which the valuation is based
are that:
Industry acceptance will result in continued growth of the business above long-term industry growth
rates. Management considers this to be appropriate for a new technology gaining industry acceptance;
Prices will rise with inflation;
Costs, in particular direct costs, and staff costs are based on past experiences, and management’s
knowledge of the industry.
These assumptions were determined from the directors’ knowledge and experience.
The value in use calculation is based on cash flow forecasts derived from the most recent financial model
information available. Although the Group’s technology is proven and has proven commercial value the
exploitation of opportunities beyond the rental wellhead exploration equipment services market are at a
relatively early stage and the commercialisation process is expected to be a long term one. The cash flow
forecasts therefore extend to 2044 to ensure the full benefit of all current projects is realised. The rationale
for using a timescale up to 2044 with growth projections which increase in the first five years and decline
thereafter, is that as time progresses, Plexus expects to gain an increasing foothold in the surface, subsea and
other equipment markets, including the recent re-entry into the Jack-up exploration rental wellhead sector.
This has been evidenced with an increase in enquiries following the work undertaken in the year on the major
rental contract. As the Group is starting from a base point of trading the growth rates are expected to be high
in the initial years then in later years where the technology becomes established the expected rate of growth
declines.
The key assumptions used in these calculations include the discount rate (10.87%), revenue projections,
growth rates, expected gross margins and the lifespan of the Group’s technology.
Management estimates the discount rates using pre-tax rates that reflect current market assessments of the
time value of money and risks specific to the Group and the markets in which it operates. Revenue projections,
growth rates, margins and technology lifespans are all estimated based on the latest business models and the
most recent discussions with customers, suppliers and other business partners.
Management regularly assesses the sensitivity of the key assumptions, including a sensitivity analysis on the
discount rate flexing it by 5% both positively and negatively. It would require significant adjustments to key
assumptions before the goodwill and other intangibles would be impaired.
Patent and other development costs are internally generated Note 1i provides additional information on
intangible assets.
The impairment review has been conducted on two CGUs, split by the category of IP: Deepwater and
Conventional.
Notes to the Consolidated Financial Statements continued
l
l
l
55
Plexus Holdings plc Annual Report 2024
12.
Investments
Included within the consolidated Group accounts are the following subsidiaries undertakings:
Percentage of
Subsidiary/Associated
Registered office
Ordinary
undertaking
address
Nature of Business
Shares held
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
The Group’s investments are unlisted.
Supply of wellheads
and associated
equipment for oil and
gas drilling
Johnstone House, 52-54 Rose
Street, Aberdeen, AB10 1HA
Plexus Ocean Systems
Limited
Dormant
Johnstone House, 52-54 Rose
Street, Aberdeen, AB10 1HA
Plexus Limited
Dormant
Highdown House, Yeoman Way,
Worthing, West Sussex, United
Kingdom, BN99 3HH
Plexus Applied
Technologies Limited
Plexus Response
Services Limited
Caribbean Place, No.1, 1254
Leeward Hwy, TKCA 1ZZ, Turks
and Caicos Islands
Dormant
Plexus Subsea
International Limited
Caribbean Place, No.1, 1254
Leeward Hwy, TKCA 1ZZ, Turks
and Caicos Islands
Commercial
exploitation of subsea
applications
Plexus Ocean Systems
(Malaysia) Sdn Bhd
43-2 Plaza Damansara, Jalan
Medan, Setia 1, Bukit
Damansara, 50490, KL, Malaysia
Supply of wellheads
and associated
equipment for oil and
gas drilling
Plexus Ocean Systems
(Brunei) Sdn Bhd
Simpang 21, Unit 30, Block D,
Ground Floor, Gadong Central,
Menglait, Jalan Gadong, BE4119,
Brunei Darussalam
Supply of wellheads
and associated
equipment for oil and
gas drilling
Plexus Offshore
Systems (Singapore)
Pte Ltd
111 North Bridge Road #23-05,
Peninsula Plaza, Singapore
(179098)
Supply of wellheads
and associated
equipment for oil and
gas drilling
Afrotel Corporation Ltd
Caribbean Place, No.1, 1254
Leeward Hwy, TKCA 1ZZ, Turks
and Caicos Islands
Dormant
Plexus Pressure Control
Limited
Johnstone House, 52-54 Rose
Street, Aberdeen, AB10 1HA
Dormant
Notes to the Consolidated Financial Statements continued
56
Plexus Holdings plc Annual Report 2024
13.
Property plant and equipment
Tenant
Assets under
Motor
Buildings Improvements
Equipment construction
vehicles
Total
£’000
£’000
£’000
£’000
£’000
£’000
Cost
As at 30 June 2022
685
844
5,360
–
17
6,906
Additions
–
15
123
752
–
890
Transfers
–
–
367
(367)
–
–
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
As at 30 June 2023
685
859
5,850
385
17
7,796
Additions
–
–
183
2,881
–
3,064
Transfers
–
–
2,862
(2,862)
–
–
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
As at 30 June 2024
685
859
8,895
404
17
10,860
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
Depreciation
As at 30 June 2022
685
606
4,779
–
15
6,085
Charge for the year
–
74
231
–
2
307
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
As at 30 June 2023
685
680
5,010
–
17
6,392
Charge for the year
–
76
484
–
–
560
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
As at 30 June 2024
685
756
5,494
–
17
6,952
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
Net book value
As at 30 June 2024
–
103
3,401
404
–
3,908
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
As at 30 June 2023
–
179
840
385
–
1,404
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
During the year additions to Assets under construction included £1,160k previously recognised in inventory.
The value in use of property, plant and equipment is not materially different from the carrying value.
Notes to the Consolidated Financial Statements continued
57
Plexus Holdings plc Annual Report 2024
14.
Asset held for sale
£’000
Asset held for sale as at 30 June 2023
905
Disposal in the year
(905)
––––––––––
Fair value at 30 June 2024
–
––––––––––
The asset held for sale in the prior year relates to Plexus’ 49% investment in Kincardine Manufacturing
Services Limited (“KMS”). The investment was subsequently sold for a total consideration of £1m. The sale
gave rise to a gain on sale of £83k which is included in the statement of comprehensive income. The sale was
to a related party as documented in note 27.
15.
Inventories
2024
2023
£’000
£’000
Raw materials and consumables
481
505
Finished goods and goods for resale
618
1,760
––––––––––
––––––––––
1,099
2,265
––––––––––
––––––––––
16.
Trade and other receivables
2024
2023
£’000
£’000
Trade receivables
2,469
358
Prepayments and other amounts
405
1,960
––––––––––
––––––––––
2,874
2,318
––––––––––
––––––––––
Trade and other receivables are classified as loans and receivables and are held at amortised cost. The carrying
value approximates fair value.
17.
Trade and other payables
2024
2023
£’000
£’000
Trade payables
1,504
644
Social security and other taxes
88
81
Other payables and accruals
1,336
284
Contract liabilities
289
3,638
––––––––––
––––––––––
3,217
4,647
––––––––––
––––––––––
Included in the 2023 contract liability balance is £3,565k which relates to deferred rental income on the
specialised project. During the year, a further £2,455k has been invoiced. The rental revenue has been released
to the statement of comprehensive income based on percentage complete. At the year end the project has been
assessed as being 85% complete, with rental revenue of £5,756k recognised. The remainder of the opening
balance of the contract liabilities (£73k), related to a short-term rental project. The revenues have been
recognised in the first quarter of the financial year.
Notes to the Consolidated Financial Statements continued
58
Plexus Holdings plc Annual Report 2024
18.
Share Capital
2024
2023
£’000
£’000
Authorised:
Equity: 110,000,000 (2023: 110,000,000) Ordinary shares of 1p each
1,100
1,100
––––––––––
––––––––––
Allotted, called up and fully paid:
Equity: 105,386,239 (2023: 105,386,239) Ordinary shares of 1p each
1,054
1,054
––––––––––
––––––––––
19.
Shares held in treasury
2024
2023
£’000
£’000
Buyback of shares
–
2,500
––––––––––
––––––––––
During the year, the company sold all shares held in treasury raising net funds of £957k. Following the sale
of the Treasury Shares, the Company has a total of 105,386,239 Ordinary Shares in issue, and there are no
remaining shares held in treasury. The figure of 105,386,239 may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to notify their interest in, or a change
to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
The loss on sale of shares of £1,543k has been transferred to retained earnings.
20.
Share based payments
Share options have been granted to subscribe for ordinary shares, which are exercisable between 2023 and
2031 at prices ranging from £0.385 to £1.18. At 30 June 2024 there were 2,989,276 options outstanding.
The Company has an unapproved share option scheme for the directors and employees of the Group. Options
are exercisable at the quoted mid-market price of the Company’s shares on the date of grant. The options may
vest in three equal portions, at the end of each of three assessment periods, provided that the option holder is
still employed by the Group at vesting date and that the Total Shareholder Return (TSR) performance
conditions are satisfied. Options that do not meet the TSR criteria at the first available vesting date may vest
at the end of the complete assessment period, provided that the compounded TSR performance is met over
the complete assessment period. Vested but unexercised options ordinarily expire on the tenth anniversary of
the date of grant. The options are equity settled.
Details of the share options outstanding during the year are as follows:
2024
2023
Weighted
Weighted
Average
Average
No of
Exercise
No of
Exercise
shares
Price
shares
Price
Outstanding at the beginning of the period
3,577,899
0.52
3,577,899
0.52
Surrendered in year
(97,466)
–
Expired in year
(491,157)
–
Outstanding at the end of the period
2,989,276
0.52
3,577,899
0.52
Exercisable at the end of the period
2,989,276
0.52
3,577,899
0.52
The Group has recognised an expense in the current year of £nil (2023: £nil) towards equity settled share-based
payments. The weighted average contractual life of the share options outstanding at the end of the period is
3 years 7 months.
Notes to the Consolidated Financial Statements continued
59
Plexus Holdings plc Annual Report 2024
21.
Reconciliation of net cash flow to movement in net cash/debt
2024
2023
£’000
£’000
Movement in cash and cash equivalents
1,037
(4,391)
Repayment of Lombard facility
–
3,958
––––––––––
––––––––––
Increase /(decrease) in net cash in year
1,037
(433)
Net cash at start of year
1,449
1,882
––––––––––
––––––––––
Net cash at end of year
2,486
1,449
––––––––––
––––––––––
22.
Analysis of net debt
At beginning
Non-cash
of year
Cashflow
movements
At end of year
2024:
£’000
£’000
£’000
£’000
Cash and cash equivalents
1,449
1,037
–
2,486
Lease Liability
(761)
347
(15)
(429)
Convertible loan notes
(1,702)
(1,020)
(174)
(856)
––––––––––
––––––––––
––––––––––
––––––––––
Total
(1,014)
2,404
(189)
1,201
––––––––
––––––––
––––––––
––––––––
A maturity analysis of the Lease Liability is included in note 25.
At beginning
Non-cash
of year
Cashflow
movements
At end of year
2023:
£’000
£’000
£’000
£’000
Cash and cash equivalents
5,840
(4,391)
–
1,449
Bank Lombard facility
(3,958)
3,958
–
–
Lease Liability
(1,085)
347
(23)
(761)
Convertible loan notes
–
(1,550)
(152)
(1,702)
––––––––––
––––––––––
––––––––––
––––––––––
Total
797
(1,632)
(175)
(1,014)
––––––––
––––––––
––––––––
––––––––
Notes to the Consolidated Financial Statements continued
60
Plexus Holdings plc Annual Report 2024
23.
Financial Instruments and risk management
Treasury management
The Group’s activities give rise to a number of different financial risks: market risk (including foreign currency
exchange risk and interest rate risk), credit risk and liquidity risk. The Group’s management regularly monitors
the risks and potential exposures to which the Group is exposed and seeks to take action, where appropriate,
to minimise any potential adverse impact on the Group’s performance.
Risk management is carried out by Management in line with the Group’s Treasury policies. The Group’s
Treasury policies cover specific areas, such as foreign exchange risk, interest rate risk and investment of
excess cash. The Group’s policy does not permit entering into speculative trading of financial instruments
and this policy has been applied throughout the year.
(a)
Market risks
(i)
Foreign currency exchange risk
The Group is exposed to foreign exchange risk arising from various currencies. In order to protect the Group’s
statement of financial position from movements in exchange rates, the Group converts foreign currency
balances into sterling on receipt so far as they will not be used for future payments in the foreign currency.
The Group carefully monitors the economic and political situation in the countries in which it operates to
ensure appropriate action is taken to minimise any foreign currency exposure.
The Group’s main foreign exchange risk relates to movements in the sterling/US dollar and sterling/euro
exchange rates. Movements in these rates impact the translation of US dollar and euro denominated net assets.
Outstanding debts are in GBP and USD, minimal cash is held in foreign currency. Therefore, the Group has
minimal foreign exchange risk for the reporting period.
(ii)
Interest rate risk
The Group has historically financed its operations through a mixture of retained profits and bank borrowings.
The Group borrows in sterling at floating rates of interest.
The Group is also exposed to interest rate risk on cash held on deposit. The Group’s policy is to maximise the
return on cash deposits whilst ensuring that cash is deposited with a financial institution with a credit rating
of ‘AA’ or better. The convertible loans are not exposed to interest rate movement as they include a specified
redemption premium.
(b)
Credit risk
The Group’s credit risk primarily relates to its trade receivables. Responsibility for managing credit risks lies
with the Company’s management.
The Group applies the IFRS 9 simplified approach to measure expected credit losses for all trade receivables
and contract assets. To measure the expected credit losses, trade receivables and contract assets have been
grouped based on shared credit risk characteristics and the number of days past due. The expected loss rates
are based on payment profiles of sales and the corresponding historical credit losses experienced within this
period. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk
since initial recognition of the respective financial instrument.
A customer evaluation is typically obtained from an appropriate credit rating agency. Where required,
appropriate trade finance instruments such as letters of credit, bonds, guarantees and credit insurance will be
used to manage credit risk.
The Group’s major customers are typically large companies which have strong credit ratings assigned by
international credit rating agencies. Where a customer does not have sufficiently strong credit ratings,
alternative forms of security such as the trade finance instruments referred to above may be obtained. The
Group’s customer base is concentrated on a few major companies.
Notes to the Consolidated Financial Statements continued
61
Plexus Holdings plc Annual Report 2024
23.
Financial Instruments and risk management (continued)
Management review trade receivables across the Group based on receivable days’ calculations to assess
performance. There is significant management focus on receivables that are overdue. All receivables are with
large corporations with good credit history with which the entity has not experienced any recoverability issues
in the past. Individual trade receivables and contract assets are written off when management deem them not
to be collectible. A bad debt provision of £437k has been in place since 2022 in relation to LLC Gusar, which
cannot currently be settled while current economic sanctions remain in place.
Amounts deposited with banks and other financial institutions also give rise to credit risk. This risk is managed
by limiting the aggregate amount of exposure to any such institution by reference to their rating and by regular
review of these ratings. The possibility of material loss in this way is considered unlikely.
The currency composition of trade receivables at the year-end was:
2024
2023
£’000
£’000
Sterling
2,469
358
–––––––
–––––––
2,469
358
–––––––
–––––––
The ageing of trade receivables at the year-end was:
2024
2023
£’000
£’000
Not past due
2,469
299
Past due 0-30 days
59
Past due 30+ days
–
–
Past due 120+ days
437
437
Bad debt provision
(437)
(437)
–––––––
–––––––
2,469
358
–––––––
–––––––
Notes to the Consolidated Financial Statements continued
62
Plexus Holdings plc Annual Report 2024
23.
Financial Instruments and risk management (continued)
(c)
Liquidity risk
The Group has historically financed its operations through equity financing and bank borrowings. The Group
has continued with its policy of ensuring that there are sufficient funds available to meet the expected funding
requirements of the Group’s operations and investment opportunities. The Group monitors its liquidity position
through cash flow forecasting. The Group has convertible loan notes in place which are a financial liability,
these are analysed in note 24. Based on the current outlook the Group has sufficient funding in place to meet
its future obligations.
Floating Non-interest
Book and
Rates
bearing
fair value
£’000
£’000
£’000
30 June 2024
Cash and liquid resources
– Sterling
2,238
70
2,308
– US Dollar
–
174
174
– Malaysian Ringgit
–
4
4
––––––––––
––––––––––
––––––––––
2,238
248
2,486
––––––––––
––––––––––
––––––––––
30 June 2023
Cash and liquid resources
– Sterling
1,384
61
1,445
– US Dollar
–
–
–
– Malaysian Ringgit
–
4
4
––––––––––
––––––––––
––––––––––
1,384
65
1,449
––––––––––
––––––––––
––––––––––
At 30 June 2024, the Group had £2,486k of cash.
Cash is categorised as loans and receivables.
The Group has classified its financial instruments into the three levels prescribed under the accounting
standards. The only level relevant to the group is noted below.
Note 24 summarises the movements in the Convertible Loan Notes which were issued in the prior financial
year.
Level 2: The fair value of financial instruments that are not traded in an active market (for example,
over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable
market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair
value an instrument are observable, the instrument is included in level 2.
Notes to the Consolidated Financial Statements continued
63
Plexus Holdings plc Annual Report 2024
24.
Convertible loans
2024
£’000
Convertible loans issued
1,550
Redemption premium
152
–––––––
Amortised cost at 30 June 2023
1,702
–––––––
Redemption premium to 31 January 2024
113
Repayment of Convertible loans
(1,020)
Redemption premium as a result of cash repayment
25
–––––––
Amortised cost at 31 January 2024
820
Redemption premium
36
–––––––
Amortised cost at 30 June 2024
856
–––––––
In October 2022 Plexus raised £1,550,000 through the issue of 1,550,000 convertible loan notes. The loan
notes are non-interest bearing and have a maturity date being 24 months after issue.
The loan notes can be settled in cash, with an additional 20% redemption interest on the principal amount or
converted into new shares where the principal amount will be settled at a 20% discount to the share price
paid by investors in a qualifying financing event. The 20% discount noted above equates to a 25% premium
on the principal amount. Therefore, a redemption premium of £387,500 will be recognised over the two-year
term.
On 31 January 2024 it was announced that the company would make a cash payment to redeem £849,992
loan notes, plus redemption premium of £169,998- a total payment of £1,019,990, leaving £700,008 loan
notes outstanding.
25.
Leased Assets and Liabilities
Leased Assets
The Group’s leased assets relate to a building. Key movements relating to the lease balance are presented
below:
£’000
As at 30 June 2022
941
Amortisation charge
(303)
–––––––
As at 30 June 2023
638
Amortisation charge
(304)
–––––––
As at 30 June 2024
334
–––––––
Notes to the Consolidated Financial Statements continued
64
Plexus Holdings plc Annual Report 2024
25.
Leased Assets and Liabilities (continued)
Leased Liabilities
The maturity of the lease liability is as follows
2024
2023
£’000
£’000
Less than one year
341
333
One to five years
88
428
–––––––
–––––––
Total lease liability
429
761
–––––––
–––––––
The total interest expense on lease liabilities and the total cash outflow in the year to 30 June 2024 was £15k
and £347k respectively (2023: £23k and £347k).
The borrowing rate applied to the lease liability is 2.5%.
Other leases
The Group leases storage facilities, IT equipment and other workshop machinery with terms between 1 month
and 2 years. The Group considers these assets to be of low value or short-term in nature. Therefore, no right
of use assets and lease liabilities are recognised on these leases.
Expenses recognised relating to short-term leases and leases of low value for the year to June 2024 was £50k
and £13k respectively (2023: £52k and £13k).
The Group had a capital commitment of £nil as at 30 June 2024 (2023: £nil).
26.
Contingent liabilities
The Group had no contingent liabilities as at 30 June 2024 (2023: £nil).
27.
Related Party Transactions
Control
No one party owns a controlling interest in the Company.
Ultimate parent company
There is no ultimate parent company.
During the year, the Group had the following transactions with related parties:
2024
2023
£’000
£’000
Purchase of goods and services from Other Related Parties
347
347
Receivables due from Other Related Parties
6
19
Payable due to Other Related Parties
65
–
Purchases from associate undertaking
25
50
–––––––
–––––––
Other related parties were @SIPP (Pension Trustees) Limited, OFM Holdings Limited, Burnside House
Limited, and Plexus Property International Limited. The transactions related to accommodation, rent, and
related charges. @SIPP (Pension Trustees) Limited are the trustees of Ben van Bilderbeek’s pension fund.
OFM Holdings Limited is a trust of which Ben van Bilderbeek’s family are beneficiaries. Plexus Property
International Limited is a company under the control of the van Bilderbeek family.
All of these transactions were between either Plexus Ocean Systems Limited, Plexus Ocean Systems
International Limited or Burnside House Limited and the relevant related party.
Notes to the Consolidated Financial Statements continued
65
Plexus Holdings plc Annual Report 2024
27.
Related Party Transactions (continued)
In October 2022, the Group raised £1,550k from the issue of convertible loan notes to OFM Investment
Limited (an entity connected to the van Bilderbeek family), Ben van Bilderbeek and Jeff Thrall in the
following proportions: OFM Investment Limited £1,000k, Ben van Bilderbeek £500k, and Jeff Thrall £50k.
The Loan Notes are non-interest bearing, and their 'long stop' maturity date is the second-year anniversary of
the date of the Instrument. On 31 January 2024 Plexus agreed to redeem loan notes with an aggregate value
of £849,992, through a cash payment of the principal amount plus interest of an amount equal to 20% of the
principal amount, in accordance with the terms of the Loan Notes, which resulted in a total cash payment to
Noteholders of £1,019,990.40. After the redemption of these Loan Notes, there are a total of 700,008 Loan
Notes outstanding.
In September 2023 Plexus entered into loan agreements with a total value of £700,000, comprising a £200,000
loan with the Company's then CEO and now non-Executive Chair, Ben van Bilderbeek, and a £500,000 loan
with Plexus Property International Limited ("PPI"), a company owned and controlled by OFM Limited a
company in turn controlled by the van Bilderbeek family and related trusts. The Loans could accrue interest
at a rate of 8% per annum and the balance, plus any interest accrued, was to be repayable after 12 months.
Alongside the loan agreements, the Company also entered into Primary and Secondary call option agreements
("Option Agreements") with Ben van Bilderbeek and PPI (the "Lenders"). These Option Agreements provided
the Lenders with the right to exercise an option to have their portion of the Loans repaid in shares owned by
Plexus Ocean Systems Limited ("POSL") in Kincardine Manufacturing Services Limited ("KMS"), a precision
engineering company in which Plexus held a 49% interest since December 2018. Subsequently Plexus
commissioned an independent valuation of its stake in KMS, following which the independent directors
concluded that an increased valuation of £1m should be applied to POSL's KMS shares for the purposes of
the Option Agreements.
The Lenders elected to exercise the Primary and Secondary options and were issued with the 49% of shares
held by Plexus in KMS in return for a further cash payment of £300,000 to Plexus; this was in addition to the
original £700,000 loan funds associated with the Primary option. On 18 December 2023 the sale of KMS
completed resulting in a gain on sale of £83k and the extinguishing of the loan balances due from September
2023.
28.
Subsequent Event
On 1st July 2024 the Group announced succession changes to the Board. Ben van Bilderbeek has retired as
CEO of Plexus and moved to the position of Non-executive Chair. He replaces Jeff Thrall who will remain
on the Board as a Non-executive Director. Craig Hendrie has been appointed as CEO of the Company.
Additionally, Graham Stevens has retired as Finance Director and stepped down from the Board. He is
replaced on the Board by Mike Park who has been appointed as Chief Financial Officer. In a further addition
to the Board, Anastasio van Bilderbeek has been appointed as an Executive Director and will be responsible
for engagement with existing and prospective shareholders as well as assisting with, and implementing,
company strategy and business development.
As part of this succession plan, and to ensure a seamless transition process, both Ben van Bilderbeek and
Graham Stevens will stay on as full-time employees of the Group for six months to assist the new board
as required.
29.
General information
These financial statements are for Plexus Holdings plc and subsidiary undertakings. The Company is
registered, and domiciled, in England and Wales and incorporated under the Companies Act 2006. The nature
of the Company’s operations and its principal activities are set out in the strategic report on page 6 and the
directors’ report on page 15.
Notes to the Consolidated Financial Statements continued
66
Plexus Holdings plc Annual Report 2024
Notes
2024
2023
£’000
£’000
Assets
Intangible assets
4
8,229
8,588
Receivables due from subsidiary undertakings
7
3,408
–
Investments
5
7,258
8,294
–––––––
–––––––
Total non-current assets
18,895
16,882
–––––––
–––––––
Trade and other receivables
7
22
41
Corporation tax
132
153
Cash at bank and in hand
10
60
494
–––––––
–––––––
Total current assets
214
688
–––––––
–––––––
Total Assets
19,109
17,570
–––––––
–––––––
Equity and Liabilities
Called up share capital
9
1,054
1,054
Shares held in treasury
–
(2,500)
Share based payments reserve
326
326
Retained earnings
15,701
16,626
–––––––
–––––––
Total equity attributable to equity holders of the company
17,081
15,506
Liabilities
Deferred tax liabilities
6
877
167
Convertible loans
–
1,702
–––––––
–––––––
Total non-current liabilities
877
1,869
–––––––
–––––––
Trade and other payables
8
295
195
Convertible loans
856
–
–––––––
–––––––
Total current liabilities
1,151
195
–––––––
–––––––
Total liabilities
2,028
2,064
–––––––
–––––––
Total Equity and Liabilities
19,109
17,570
–––––––
–––––––
As permitted by section 408 of the Companies Act 2006, the parent company’s Statement of Comprehensive Income
has not been included in these financial statements. The parent company’s profit after tax for the year was £618k
(2023: loss of £8,757k).
These financial statements were approved and authorised for issue by the board of directors on 21 October 2024
and were signed on its behalf by:
M Park
C Hendrie
Director
Director
Company Number: 03322928
Parent Company Statement of Financial Position
at 30 June 2024
67
Plexus Holdings plc Annual Report 2024
Called
Share
Up
Shares
Based
Share
Held in
Payments
Retained
Capital
Treasury
Reserve
Earnings
Total
£’000
£’000
£’000
£’000
£’000
Balance as at 30 June 2022
1,054
(2,500)
326
25,383
24,263
Total comprehensive income
for the period
–
–
–
(8,757)
(8,757)
–––––––
–––––––
–––––––
–––––––
–––––––
Balance as at 30 June 2023
1,054
(2,500)
326
16,626
15,506
–––––––
–––––––
–––––––
–––––––
–––––––
Total comprehensive income
for the period
–
–
–
618
618
Sale of shares held in treasury
–
957
–
–
957
Loss on shares held in treasury
–
1,543
–
(1,543)
–
–––––––
–––––––
–––––––
–––––––
–––––––
Balance as at 30 June 2024
1,054
–
326
15,701
17,081
–––––––
–––––––
–––––––
–––––––
–––––––
Parent Company Statement of Changes in Equity
for the year ended 30 June 2024
68
Plexus Holdings plc Annual Report 2024
Notes
2024
2023
£’000
£’000
Cash flows from operating activities
Profit / (loss) before taxation
1,196
(9,162)
Adjustments for:
Amortisation
917
890
Redemption premium on convertible loans
174
152
Disposal of subsidiary undertaking
1,036
–
Other income
–
(19)
Intercompany loan forgiveness / impairment
–
7,483
Investment income
(1)
(3)
Changes in working capital:
Decrease in trade and other receivables
19
12
Increase in trade and other payables
100
33
–––––––
–––––––
Cash generated / (used) from operations activities
3,441
(614)
Income taxes refunded
153
80
–––––––
–––––––
Net cash generated / (used) from operations
3,594
(534)
–––––––
–––––––
Cash flows from investing activities
Purchase of intangible assets
(558)
(516)
Advances to subsidiary undertaking
(5,434)
(2,831)
Repayments from subsidiary undertaking
2,026
2,814
Interest received
1
3
–––––––
–––––––
Net cash used from investing activities
(3,965)
(530)
Cash flows from financing activities
Repayment of convertible loans
(1,020)
–
Funds raised from convertible loans
–
1,550
Net proceeds from sale of treasury shares
957
–––––––
–––––––
Net cash (used) / generated from financing activities
(63)
1,550
–––––––
–––––––
Net (decrease) / increase in cash and cash equivalents
(434)
486
Cash and cash equivalents at 1st July
494
8
–––––––
–––––––
Cash and cash equivalents at 30th June
10
60
494
–––––––
––––––
Parent Company Statement of Cash Flows
For the year ended 30 June 2024
69
Plexus Holdings plc Annual Report 2024
1.
Summary of material accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered
material in relation to the financial information.
a.
Basis of preparation
The Company’s financial statements have been prepared in accordance with UK-adopted international
accounting standards and interpretations issued by the UK Endorsement Board and are in accordance with
the Companies Act 2006.
There are a number of standards, amendments to standards, and interpretations which have been issued by
the UKEB that are effective in future accounting. The Directors’ have assessed the impact of these standards
and do not expect any significant impact to the Company on their adoption.
The Company financial statements are presented in sterling and all values are rounded to the nearest thousand
pounds except where otherwise indicated.
The financial information has been prepared under the historical cost convention except where fair value
adjustments are required.
b.
Going concern
At the year end, the Company had cash and cash equivalents of £60k with no bank borrowings. The Group’s
financial risks and the management of capital risks are set out in Note 23 to the Financial Statements. Accounting
policy 1b to the Group accounts sets out the company’s assessment of the going concern assumption.
c.
Income taxes and deferred taxation
The income tax expense for the period comprises current and deferred tax. Tax is recognised in the income
statement, except to the extent that it relates to items recognised in other comprehensive income or directly
in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity,
respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at
the reporting date in the countries where the Company and its subsidiaries operate and generate taxable
income. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis
of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted
by the reporting date and are expected to apply when the related deferred income tax asset is realised, or the
deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will
be available against which the temporary differences can be utilised.
As set out in note 20 of the Group accounts, the Company operates a share option scheme. Where the market
price of the shares at the year-end exceeds the option price there is a potential tax deduction. This is treated
as a deferred tax asset. The portion of the expected future tax deduction which is less than or equal to the
associated cumulative IFRS2 charge is recognised in the income statement. The balance of the credit is
recognised directly in equity.
d.
Revenue
Royalty and Licensing income
The Company has licensing agreements which are subject to royalty payments. Revenue from one-off
licensing transactions is recorded at the point in time at which the Group provides the licensee with the right
to use the specified intellectual property. The Group has no further obligations to the licensee after this point.
Royalty income is recognised under the terms and conditions of the underlying licensing agreement, and
revenue is recognised when performance obligations as specified in each royalty agreement are satisfied.
Notes to the Parent Company Financial Statements
70
Plexus Holdings plc Annual Report 2024
1.
Summary of material accounting policies (continued)
e.
Intangible assets and amortisation
Patents are recorded initially at cost and amortised on a straight-line basis over 20 years which represents the
life of the patent. The Group operates a policy of continual patent enhancement in order that technology
enhancements and modifications are incorporated within the registered patent, thereby protecting the value
of technology advances for a full 20-year period.
Intellectual Property rights are initially recorded at cost and amortised over 20 years on a straight-line basis.
The technology defined by the Intellectual Property is believed to be able to generate income streams for the
Group for many years; key Intellectual Property is protected by patents; the lowest common denominator in
terms of economic life of the intangible assets is the life of the original patents and therefore the life of the
Intellectual Property has been matched to the remaining life of the patents protecting it.
Development expenditure is capitalised in respect of development of patentable technology at cost including
an allocation of own time when such expenditure is incurred on separately identifiable technology and its
future recoverability can reasonably be regarded as assured. Any expenditure carried forward is amortised
on a straight-line basis over its useful economic life, which the directors consider to be 20 years.
Amortisation is charged to the Administrative Expenses line of the Statement of Comprehensive Income.
Expenditure on research and development, which does not meet the capitalisation criteria, is written off to
the Statement of Comprehensive Income in the period in which it is incurred.
The carrying value of intangible assets is reviewed on an on-going basis by the directors and, where
appropriate, provision is made for any impairment in value. It would require a substantial movement (over
100%) in the assumptions employed in valuations before there would be any impairment to intangible assets.
Potential impairment of intangible assets has been reviewed and is outlined in note 1i in the Group accounts,
with no impairment required.
f.
Investments
The investment in subsidiary undertakings is stated at cost less provision for impairment. Cost is the amount
of cash paid or the fair value of the consideration given to acquire the investment. Income from such
investments is recognised only to the extent that the Company receives distributions from accumulated profits
of the investee company arising after the date of acquisition.
Potential impairment of investments and the intangible assets each subsidiary undertaking holds has been
reviewed and is outlined in note 1h and 1i in the Group accounts, with no impairment required. The
impairment modelling is based on long-term modelling of the Group’s IP, to evidence that no impairment in
investments is required.
g.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits.
h.
Foreign currencies
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange
ruling at the statement of financial position date and the gains or losses on translation are included in the
Statement of Comprehensive Income.
Notes to the Parent Company Financial Statements continued
71
Plexus Holdings plc Annual Report 2024
1.
Summary of material accounting policies (continued)
i.
Pensions
The Company offers a contributory Company stakeholder pension scheme, into which the Group will make
matching contributions up to a pre-agreed level of base salary; the scheme is open to executive directors and
permanent employees. Directors may choose to have contributions paid into personal pension plans.
j.
Dividends
Dividends are recognised when they become legally payable. In the case of interim dividends to equity
shareholders, this is when they are paid. In the case of final dividends, this is when approved by the shareholders
at the AGM. Dividends unpaid at the statement of financial position date are only recognised as a liability at
that date to the extent that they are appropriately authorised and are no longer at the discretion of the Company.
Unpaid dividends that do not meet these criteria are disclosed in the notes to the financial statements.
k.
Classification of financial instruments issued by the Group
In accordance with IAS 32, financial instruments issued by the Group are treated as equity (i.e., forming part
of shareholders’ funds) only to the extent that they meet the following two conditions:
(a)
they include no contractual obligations upon the Company (or Group as the case may be) 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 Company (or Group); and
(b)
where the instrument will or may be settled in the Company’s own equity instruments, it is either a
non-derivative that includes no obligation to deliver a variable number of the Company’s own equity
instruments or is a derivative that will be settled by the Company 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 Company’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.
Finance payments associated with financial liabilities are dealt with as part of finance charges. Finance
payments associated with financial instruments that are classified as part of shareholders’ funds (see dividends
policy), are dealt with as appropriations in the reconciliation of movements in shareholders’ funds.
l.
Share based payments
The Company issues share options to directors and employees, which are measured at fair value at the date
of grant. The fair value of the equity settled options determined at the grant date is expensed on a straight-line
basis over the vesting period based on an estimate of the number of options that will actually vest. The Group
has adopted a Stochastic model to calculate the fair value of options, which enables the Total Shareholder
Return (TSR) performance condition attached to the awards to be factored into the fair value calculation.
m.
Key assumptions and sources of estimation
The estimated life of the Company’s Intellectual Property is estimated with reference to the lifespan of the
patents which protect the knowledge and their forecast income generation.
When measuring Intellectual Property for impairment a range of assumptions are required, and these are
detailed in the Intangible Assets note above.
The recoverability of loan between parent company and subsidiary is a key estimate. Recoverability is based
on future financial performance.
Notes to the Parent Company Financial Statements continued
72
Plexus Holdings plc Annual Report 2024
2.
Profit for the year
As permitted by section 408 of the Companies Act 2006, the parent company’s Statement of Comprehensive
Income has not been included in these financial statements. The parent company’s profit after tax for the year
was £618k (2023: loss of £8,757k).
3.
Staff numbers and costs
2024
2023
Number
Number
Management
3
3
–––––––
–––––––
3
3
–––––––
–––––––
The aggregate payroll costs of these persons were as follows:
2024
2023
£’000
£’000
Wages and salaries
312
186
Social security costs
38
25
–––––––
–––––––
350
211
–––––––
–––––––
All payroll costs are of a continuing nature.
Key management are considered to be the Board of Directors and details of Directors’ remuneration are given
in the remuneration report on page 28 and this forms part of the financial statements.
Notes to the Parent Company Financial Statements continued
73
Plexus Holdings plc Annual Report 2024
4.
Intangible fixed assets
Patent and
Intellectual
Other
Property
Development
Total
£’000
£’000
£’000
As at 30 June 2022
2,761
13,908
16,669
Additions
–
516
516
–––––
–––––
–––––
As at 30 June 2023
2,761
14,424
17,185
Additions
–
558
558
–––––
–––––
–––––
As at 30 June 2024
2,761
14,982
17,743
–––––
–––––
–––––
Amortisation
As at 30 June 2022
2,153
5,554
7,707
Charge for the year
178
712
890
–––––
–––––
–––––
As at 30 June 2023
2,331
6,266
8,597
Charge for the year
178
739
917
–––––
–––––
–––––
As at 30 June 2024
2,509
7,005
9,514
–––––
–––––
–––––
Net Book Value
As at 30 June 2024
252
7,977
8,229
–––––
–––––
–––––
As at 30 June 2023
430
8,158
8,588
–––––
–––––
–––––
5.
Investments
£’000
Subsidiary undertakings:
As at 30 June 2022 and 2023
8,294
Disposal in year
(1,036)
–––––––
As at 30 June 2024
7,258
–––––
The disposal in the year relates to the historic investment in Plexus Deepwater Technologies which was closed
in the year.
Notes to the Parent Company Financial Statements continued
74
Plexus Holdings plc Annual Report 2024
6.
Deferred tax
i)
Movement in deferred tax liability balance
2024
2023
£’000
£’000
Deferred tax liability at beginning of year
167
358
Origination and reversal of timing differences
593
–
Charge / (credit) to Statement of Comprehensive Income
117
(191)
–––––––
–––––––
Deferred liability at end of year
877
167
–––––––
–––––––
ii)
Deferred tax liability balance
2024
2023
£’000
£’000
The deferred tax liability balance is made up of the following items:
Difference between depreciation and capital allowances
2,013
2,055
Tax losses
(1,136)
(1,888)
–––––––
–––––––
Deferred tax liability at end of year
877
167
–––––––
–––––––
7.
Trade and other receivables
2024
2023
£’000
£’000
Receivables due from group companies
3,408
–
Prepayments and other amounts
22
41
–––––––
–––––––
3,430
41
–––––––
–––––––
Trade and other receivables are classified as loans and receivables and are held at amortised cost. The carrying
value approximates fair value.
Prepayments relate to prepaid amounts for services to be consumed over the next 12 months.
The recoverability of all receivables has been assessed with no impairment required.
8.
Trade and other payables
2024
2023
£’000
£’000
Trade payables
46
98
Non-trade payables and accrued expenses
249
97
–––––––
–––––––
295
195
–––––––
–––––––
Trade and other payables are held at amortised cost. The carrying value approximates fair value. All trade
and other payable are due within one year.
Notes to the Parent Company Financial Statements continued
75
Plexus Holdings plc Annual Report 2024
9.
Share Capital
2024
2023
£’000
£’000
Authorised:
Equity: 110,000,000 (2023: 110,000,000) Ordinary shares of 1p each
1,100
1,100
–––––––
–––––––
Allotted, called up and fully paid:
Equity: 105,386,239 (2023: 105,386,239) Ordinary shares of 1p each
1,054
1,054
–––––––
–––––––
10.
Reconciliation of net cash flow to movement in net cash
2024
2023
£’000
£’000
Movement in net cash in year
(434)
486
Net cash at start of year
494
8
–––––––
–––––––
Net cash at end of year
60
494
–––––––
–––––––
11.
Financial instruments and risk management
The Company’s activities give rise to a number of different financial risks: market risk (including foreign
currency exchange risk and interest rate risk), credit risk and liquidity risk. The Company’s management
regularly monitors the risks and potential exposures to which the Company is exposed and seeks to take
action, where appropriate, to minimise any potential adverse impact on the Company’s performance.
Risk management is carried out by Management in line with the Company’s Treasury policies. The Company’s
Treasury policies cover specific areas, such as foreign exchange risk, interest rate risk and investment of
excess cash. The Company’s policy does not permit entering into speculative trading of financial instruments
and this policy has been applied throughout the year.
(a)
Market risks
(i)
Foreign currency exchange risk
The Company is exposed to foreign exchange risk arising from various currencies. In order to protect the
Company’s statement of financial position from movements in exchange rates, the Company converts foreign
currency balances into sterling on receipt so far as they will not be used for future payments in the foreign
currency.
The Company carefully monitors the economic and political situation in the countries in which it operates to
ensure appropriate action is taken to minimise any foreign currency exposure.
(ii)
Interest rate risk
The Company is also exposed to interest rate risk on cash held on deposit. The Company’s policy is to
maximise the return on cash deposits whilst ensuring that cash is deposited with a financial institution with
a credit rating of ‘AA’ or better.
(b)
Credit risk
The Company’s credit risk primarily relates to its inter-company loans and inter-company receivables.
Management have reviewed the recoverability of intercompany loan balances at the reporting date with no
credit losses recorded.
Amounts deposited with banks and other financial institutions also give rise to credit risk. This risk is managed
by limiting the aggregate amount of exposure to any such institution by reference to their rating and by regular
review of these ratings. The possibility of material loss in this way is considered unlikely.
Notes to the Parent Company Financial Statements continued
76
Plexus Holdings plc Annual Report 2024
11.
Financial instruments and risk management (continued)
(c)
Liquidity risk
The Company has historically financed its operations through equity finance and the flow of intercompany
loan repayments. The Company has continued with its policy of ensuring that there are sufficient funds
available to meet the expected funding requirements of the Company’s operations and investment
opportunities. The Company monitors its liquidity position through cash flow forecasting. Based on the current
outlook the Company has sufficient funding in place to meet its future obligations.
12.
Financial commitments
The Company had no capital commitments as at 30 June 2024 (2023: £nil).
13.
Contingent liabilities
The Company had no contingent liabilities as at 30 June 2024 (2023: £nil).
14.
Related party transactions
Control
No one party owns a controlling interest in the Company.
Ultimate parent company
There is no ultimate parent company.
Transactions
During the year, the Company had the following transactions with related parties:
Plexus Ocean Systems Limited, a wholly owned subsidiary made net repayments of £2,026k less net advances
of £5,434k, resulting in a balance of £3,408k due to the company at 30 June 2024.
In October 2022, the Group raised £1,550k from the issue of convertible loan notes to OFM Investments Limited
(an entity connected to the van Bilderbeek family), Ben van Bilderbeek and Jeff Thrall in the following
proportions: OFM Investments Limited £1,000k, Ben van Bilderbeek £500k, and Jeff Thrall £50k. The Loan
Notes are non-interest bearing, and their 'long stop' maturity date is the second-year anniversary of the date of the
Instrument. On 31 January 2024 Plexus agreed to redeem loan notes with an aggregate value of £849,992, through
a cash payment of the principal amount plus interest premium of an amount equal to 20% of the principal amount,
in accordance with the terms of the Loan Notes, which resulted in a total cash payment to Noteholders of
£1,019,990.40. After the redemption of these Loan Notes, there are a total of 700,008 Loan Notes outstanding.
Ben Van Bilderbeek, Graham Stevens, and Craig Hendrie are considered to be the Key Management Personnel
of the parent entity for the year under review. Details of their remuneration is included in the remuneration
report.
15.
Subsequent Event
On 1st July 2024 the Group announced succession changes to the Board. Ben van Bilderbeek has retired as
CEO of Plexus and moved to the position of Non-executive Chair. He replaces Jeff Thrall who will remain
on the Board as a Non-executive Director. Craig Hendrie has been appointed as CEO of the Company.
Additionally, Graham Stevens has retired as Finance Director and stepped down from the Board. He is
replaced on the Board by Mike Park who has been appointed as Chief Financial Officer. In a further addition
to the Board, Anastasio van Bilderbeek has been appointed as an Executive Director and will be responsible
for engagement with existing and prospective shareholders as well as assisting with, and implementing,
company strategy and business development.
As part of this succession plan, and to ensure a seamless transition process, Ben van Bilderbeek will stay on
as a full-time employee of Plexus Offshore Systems (Singapore) Pte Ltd and Graham Stevens will stay on as
full-time employees of the Company for six months to assist the new Board as required.
Notes to the Parent Company Financial Statements continued
77
Plexus Holdings plc Annual Report 2024
Directors
Bernard Herman van Bilderbeek (Non-Executive Chairman)
Craig Francis Bryce Hendrie (Chief Executive Officer)
Michael George Park (Chief Financial Officer)
Anastasio Johan Michael James van Bilderbeek (Executive Director)
Jerome Jeffrey Thrall† (Non-Executive Director)
Charles Edward Jones† (Non-Executive Director)
Kunming Liu (Non-Executive Director)
† Member of Audit and Remuneration committees
Registered Office
Highdown House
Yeoman Way
Worthing
West Sussex
BN99 3HH
Company Number
03322928
Company Secretary
Prism Cosec Limited
Highdown House
Yeoman Way
Worthing
West Sussex
BN99 3HH
Nominated Adviser and Broker
Cavendish Capital Markets Limited
125 Princes Street
Edinburgh
EH2 4AD
One Bartholomew Close
London
EC1A 7BL
Auditor
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
Solicitors to the Company
Fox Williams LLP
10 Finsbury Square
London
EC2A 1AF
Ledingham Chalmers LLP
52-54 Rose Street
Aberdeen
AB10 1HA
Registrars
Equiniti Limited
Highdown House
Yeoman Way
Worthing
West Sussex
Corporate Information
Perivan.com
269650
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