SRT MARINE SYSTEMS PLC
ANNUAL REPORT
AND FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2022
CONTENTS
Directors and Advisors
About SRT Marine Systems plc
Annual Report Highlights
Chairman’s Statement
Strategic Report
Directors’ Report
Statement of Directors’ Responsibilities in respect of the Accounts
Corporate Governance Report
Independent Auditor’s Report
Consolidated Statement of Profit or Loss and other Comprehensive Income
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated Statement of Cash Flows
Company Statement of Cash Flows
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Notes to the Accounts
Notice of Annual General Meeting
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8–9
10–11
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13
14–15
16–20
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28–45
46–49
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ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC DIRECTORS AND ADVISORS
Directors
Secretary
Registered Office
Bankers
Auditors
Simon Tucker
Neil Peniket
Richard Hurd
Jean Francois Bonnin (appointed 3 February 2022)
Kevin Finn
Simon Rogers
Simon Barrell
Richard Hurd
Wireless House
Westfield Industrial Estate
Midsomer Norton
Bath
BA3 4BS
Barclays Bank plc
4-5 Southgate Street
Bath
BA1 1AQ
Nexia Smith & Williamson Audit Limited
Statutory Auditor & Chartered Accountants
Portwall Place
Portwall Lane
Bristol
BS1 6NA
Solicitors
Nominated Advisor & Broker
CMS Cameron McKenna
Mitre House
160 Aldersgate Street
London
EC1A 4DD
finnCap
60 New Broad Street
London
EC2M 1JJ
Registrars
Computershare Investor Services PLC
Company registered number
PO Box 82
The Pavilions
Bridgewater Road
Bristol
BS99 7NH
05459678
Website
www.srt-marine.com
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ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022
SRT MARINE SYSTEMS PLC
ANNUAL REPORT
HIGHLIGHTS
FINANCIAL
Revenues of £8.2m
mostly generated by transceivers division.
£5.9m gross cash as at year end following
successful £4.9m equity placing in March.
£600m
systems division validated system sales pipeline.
£3.2m
transceivers division forward order book.
OPERATIONAL
Good progress with the development of new dual
application VHF/AIS transceiver product (NEXUS)
scheduled to commence shipping in 2023.
Continued development of Digital AtoN System
(DAS) product offer for navigation safety and
environment monitoring.
Significant new functionalities implemented in the
SRT-MDA System.
Systems delivery model evolved to enable more
efficient multi-project implementation.
ABOUT SRT
MARINE SYSTEMS
SECURITY | SAFETY | MANAGEMENT
SRT Marine Systems plc (SRT) is a global
leader in maritime domain awareness.
Our products enable customers to
better understand and manage their
marine domain, thereby enhancing their
maritime security, safety and environment
sustainability and protection. From national
coast guards, fisheries, critical infrastructure
owners, waterway & port authorities, to the
largest cargo ships and smallest sailboat
owner, our products and systems are relied
upon and in daily use across the globe.
Years of accumulated experience and advanced
technology development aggregate into each of our
in-house developed high quality products that deliver
essential functionalities to their user. Functionalities
such as the detection and characterisation of illegal
or suspicious activities amongst tens of thousands of
vessels spread across millions of kilometres of ocean
Our market is the new and growing long term global
macro-trend that is Digital Marine. Digital Marine is
the deployment of intelligent technologies that enable
continuous and accurate monitoring of the marine
domain, enabling previously impossible functionality such
as accurate identification of vessels and their activities in
real time. This applies to a global market which numbers
and coastline, detection and prevention of illegal fishing,
26 million vessels, 361 million square km of sea and
prevention of maritime accidents, real time continuous
1.63 million km of coast lines that accommodate tens of
monitoring of the marine domain or simply helping to
thousands of ports.
increase maritime transportation efficiency.
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ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
CHAIRMAN’S STATEMENT
This year’s poor financial performance
belies the material progress across both
our business divisions towards sustained
profitability as the global economy and SRT
recover from Covid. Government agencies
such as Coast Guards, have returned to
their long-term plans to build up sovereign
maritime surveillance capabilities and
restarted their processes. Whilst our
transceivers business is experiencing strong
demand as the macro digital-marine trend
continues in both commercial and leisure
sectors. Both are reflective of the strong
fundamentals of our target markets coupled
with our long-term strategy and significant
cumulative investments over many years in
the development of market leading products
which we expect to be reflected in future
financial performance.
As reported in our post year end trading update (April
2022), year on year group revenues were flat at £8.2m
(2021: £8.3m) resulting in a loss after tax of £5.8m
(2021: £5.1m) with gross cash as at the year-end of
£5.9m (2021: £5.3m) following a successful £4.9m equity
placing in March. The systems business did not complete
any revenue milestones and thus only generated £0.6m
of revenues during the period from the ongoing sale of
data services to system customers. Cash payments
amounting to £6.1m were received during the year from
existing system customers. The transceivers business
thus accounted for £7.6m of our revenues (2021: £8.2m).
The SRT-MDA System is a complex combination of
systems networking and integrated functionality built
around our core GeoVS technology. GeoVS has been
developed entirely in-house over many years to realise our
starting vision of a being able to provide a national scale
integrated system solution that delivers a full range of
sophisticated maritime surveillance, command, control
and management functionality. The development of the
SRT-MDA System has continued during the year, with new
functionalities and capabilities implemented. Notably we
have innovated in the areas of marine activity analytics,
enabling much greater insight and detection of suspicious
and illegal events and vessels, and further enhanced our
ability to integrate multiple sensor systems located on
different platform types such as coastal installations,
drones, patrol vessels and satellites. These are substantial
uplifts in system capability which we believe further extend
the unique offer of the SRT-MDA System and meet the
maritime surveillance aspirations of our customers. SRT
has built up a formidable development systems capability
of which we are very proud and is in itself a very valuable
asset and will enable us to continue this process and thus
ensure the SRT-MDA System remains a market leader.
Our transceivers business has performed solidly, with
demand exceeding our current ability to supply, resulting
in a growing order book backlog of £3.2m as at year end.
This reflects the ongoing issues in global electronics
component supply which has constrained our production.
This continues to be problematic with component order
lead times being highly variable at best and our product
costs increasing substantially as we seek to fill supply
chain gaps through grey-market premium component
buying to maximise production. Over the years we
have built a global reputation as the leading supplier of
marine transceivers with customers expecting both the
Our systems business continued to execute on our project
best products and reliable consistent supply. We have
with BFAR-Philippines, with a number of operational
therefore actively engaged with our customers to explain
milestones achieved, including the full commissioning of
the issues and why supply is constrained and thus why
the core fisheries monitoring and management centre
we have had to increase prices to cover these additional
which is now in full daily operation. We expect this project
costs. I am pleased to report that this approach has
to complete within the next 12 months, and for further
been well understood and we have not experienced a
follow-on data sustainability and system expansion
drop in demand following the necessary price increases.
contracts to follow. A contract for the first phase of a new
Unfortunately, market indicators suggest that this issue
£40m three-phase project for an SRT-MDA System with
will remain until the end of 2023, but we are increasingly
a new national coast guard agency customer was signed
confident of our capability to gradually increase production
in January 2022. I am pleased to report that following
capacity through strategic component purchasing.
customer inspection and factory acceptance at SRT in
March, first equipment shipments were completed in
April, and as of publication of this report installation is
well underway. This project is currently scheduled to be
implemented over 2 years, although the customer has
now requested a faster implementation timescale. We
OUR NEW NEXUS TRANSCEIVER PRODUCT
DEVELOPMENT HAS MADE SUBSTANTIAL
PROGRESS DURING THE YEAR.
consider this new customer to be of considerable long-
NEXUS is a VHF voice and AIS data radio combined
term value to SRT and likely to generate further contracts
transceiver with a range of very innovative functionalities
as they build up their maritime surveillance capabilities.
that deliver a new level of convenience for the mariner
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– commercial and leisure. This product will significantly
actual contract was signed and announced. I therefore
expand our target market from data only into marine
expect a succession of substantial new contracts during
voice communications. We have developed NEXUS from
the second half of the new financial year which will drive
scratch, enabling us to deploy the full capabilities of our
revenues in the new year and subsequent years. And
experienced transceiver team who are working alongside
thereafter further contracts driven by the long-term trend
selected external contractors to deliver this exceptional
of countries wanting to build up sovereign maritime
product. This has enabled the development of an all-
surveillance capability.
new optimal core technology platform unconstrained
from historical architectures. As of this report, we have
undertaken a soft teaser market awareness campaign,
and the product is at early prototype and type approval
testing stage.
Our transceivers business will continue to benefit from
increasing demand for AIS in both commercial and leisure
markets, underpinned by existing and new legislation and
general trend of digitising marine navigation. We also
expect to see good results from our ongoing DAS strategy,
As is typical for an SRT product, NEXUS will undergo very
that targets environment monitoring and navigation
extensive testing to ensure exceptional performance of
safety, where we have a market leading portfolio of
both the core radio transceiver and user functionality
products. Whilst we expect the component supply issue to
before shipping commences. We have commenced the
remain until the end of 2023, we are confident that we can
component purchasing process and expect that the first
expand production to meet demand at the higher pricing
units will start shipping towards the middle of 2023.
and will continue to work closely with our valued customer
Our standard vessel transceivers continue to be
recognised as the leading quality product in the market,
with customers seeking SRT based products from our
OEM partners and our own em-trak brand. We are working
base to that end. NEXUS will start to make a contribution
in the next financial year (2023/24) and based upon initial
market feedback we expect this growth to be substantial.
SRT’s fundamental business model remains the same in
on further enhancements to these products as part of
that we focus on developing advanced core technologies
continuous improvement. Our Digital Aids to Navigation
and that deliver products with innovative functionalities
System (DAS) offer is being further developed to enable us
for the marine market. These are delivered to customers
to offer ready to install kits directly to ports and waterway
through a global network of over 1,000 established
authorities who, following a Covid induced lull, have re-
partners, that range from marine electronic dealers,
engaged with their plans to digitise navigation. The first
OEM marine electronic brands and system integrators.
DAS products have been launched with further to come.
This enables us to focus our investment and resources
LOOKING TO THE NEW FINANCIAL YEAR, WE EXPECT TO SEE
A MATERIAL RECOVERY IN OUR FINANCIAL RESULTS DRIVEN
BY EXISTING AND NEW CONTRACTS IN OUR SYSTEMS
DIVISION AND MODERATE, PRODUCTION CONSTRAINED,
GROWTH, IN OUR TRANSCEIVERS BUSINESS.
primarily on product development and maintain low
overheads whilst targeting a significant global market
and multiple substantial projects. This means that we
are structured to deliver substantial growth without
commensurate growth in our cost base. However, it also
means that we must have and maintain the very best core
technology and product development capability as we
have done in the past financial year, something that our
In the first half we expect to show the first signs of that
management team has carefully built over many years and
growth from the completion of revenue milestones from
continues to evolve. Our transformation to a flexible hybrid
existing contracts, and during the second half from some
work location model is enabling us to harness global talent
substantial new system contracts that have been pending
and this process has accelerated during the past year and
for some time and form part of the £600m worth of
will continue going forward, enabling SRT to extend its
new contract opportunities on which our sales team are
product lead. In that regard I want to thank our team for
focused. We recognise and share the frustration at the
their hard and intelligent work that enables us to have the
time these are taking to convert into signed contracts,
products that are the foundation of our business and future.
however in the last year, as reported we have seen
vigorous re-engagement from these customers who have
in many cases had to restart their approval processes
due to internal time-out rules. We have close engagement
with these customers and in several cases are now in
the late sales stage administrative process that leads to
contract awards. Whilst these late-stage processes are
defined by the customer’s respective legal procurement
processes and thus entirely out of our control, we do
have good visibility of their status and this underpins our
confidence of new system contracts. An example of this
is our January £40m project award where we had a high
degree of certainty of the contract award well before the
In final summary, the year was one of operational and
market recovery and we expect this to be reflected in our
financial performance in the new financial year and years
ahead – as such we as a board look forward to the future
with confidence. I would like to thank both our staff and
shareholders for their continued support that has enabled
SRT maintain its business through this difficult period.
Kevin Finn, Chairman,
Date: 27 July 2022
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ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC FOR THE YEAR ENDED 31 MARCH 2022
STRATEGIC REPORT
The directors present their strategic report
for the year ended 31 March 2022.
BUSINESS REVIEW
The principal activity of the SRT Marine Systems plc
Group is the development and supply of integrated
maritime surveillance, monitoring, management and
safety systems used by coast guards, fishery authorities,
infrastructure and vessel owners for the purposes of
managing and controlling their maritime domain.
The financial Key Performance Indicators (KPIs) used
by the Board to monitor progress are revenue growth,
gross margin, profit before tax and cash flow. These are
used because they best indicate performance against the
Group’s strategic objective of delivering profitable growth
which in turn will drive shareholder value. Non-financial
KPIs used include status of customer and development
projects against milestone targets. Performance against
these metrics has been discussed in the Chairman’s
Statement on pages 8–9.
PRINCIPAL RISKS AND UNCERTAINTIES
The key risks and uncertainties faced by the Group are:
Nature of systems customers
These customers tend to be governments and thus can
be subject to significant risk, including but not limited to:
the forecasting of project commencement dates and
project delivery schedules, political and financial change
and uncertainty, sudden cancellation and or changes to
contracts without the possibility for redress, negotiation
System execution risk
The implementation of a system contract contains a
wide range of execution risks. These risks are mitigated
through forming long term partnerships with local
installation partners and investing in customer support
and system project delivery teams.
Attracting and retaining employees
with appropriate skills
The group’s ability to execute its strategy is dependent
on the skills and abilities of its staff. The group
undertakes ongoing initiatives to foster good staff
engagement and ensure that remuneration packages
are competitive in the market.
Component shortages
The current global shortages of components have led to a
significant lengthening of lead times and has meant that
normalised production has been unable to meet customer
demand. The Group has been able to mitigate this issue
by acquiring components outside of normal supply chain
routes, although these suppliers often require immediate
payment and thus deployment of additional working
capital to support growth.
SECTION 172 (1) STATEMENT
Each individual director must act in the way he considers,
in good faith, would be the most likely to promote the
success of the Group for the benefit of its members as a
whole, and in doing so have regard to:
long-term consequences of any decisions
and or compensation. Furthermore, payment terms are
the interests of the Group’s employees
frequently extended and variable and in the event of non-
payment may not be collectable.
The Group seeks to manage this risk by obtaining a deep
understanding of our markets, end customers and local
partners which is achieved through extensive and close
co-operation.
the need to foster business relationship with suppliers,
customers and others
the impact of the Group’s operations on the
community and the environment
the need to maintain a reputation for high standards
of business conduct and act fairly between members
of the group
Key issues
Key issues include the investment and delivery of
key projects in the systems business in overseas
territories. In all evaluations the need to foster important
INVESTING FOR THE FUTURE
We acknowledge that our chosen marketplaces are still in
business relationships with customers and local in
their early stages and as a result we need to continue to
country suppliers are key considerations which are
invest in our organisation in order to meet the challenges
weighted heavily as are the need for high standards
that a growing market will bring. This will involve adding
of business conduct and health and safety and
to our existing product and system portfolio as well as
environmental compliance.
evolving our current technology offerings which is further
Furthermore, the interests of our employees post
discussed in the Chairman’s Statement.
pandemic continues to be of paramount importance
Approved by the Board of Directors and signed on behalf
with the business having transitioned to a flexible hybrid
of the Board on 27 July 2022.
S Tucker Director
work location operating model. We intend to update
and improve our human resources strategy over the
coming year.
Stakeholders
Key stakeholders include shareholders, employees,
customers and suppliers.
Methods of engagement
The Group uses a range of methods of engagement with
stakeholders, ranging from formal structures to personal
engagement. Shareholders are updated regularly on
business activities via investor roadshows, quarterly
on-line web casts, one on one communication with the
executive directors and AGM presentations.
The Group’s flat management structure allows personal
interaction at all levels which facilitates communication
within the organisation as well as externally with
customers and suppliers. An “open door” culture is
operated with all stakeholders. Employees have regular
personal interaction with their line managers and the
executive directors and have annual targets set against
which formal assessments of performance is reviewed.
All key suppliers and customers are personally met in
order that business relationships can be fostered.
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ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC FOR THE YEAR ENDED 31 MARCH 2022
DIRECTORS’ REPORT
GENERAL INFORMATION
SRT Marine Systems plc is a public limited Company
DIRECTORS’ INDEMNITIES
The Company has made qualifying third party indemnity
which is listed on the AIM market of the London Stock
provisions for the benefit of its directors which were
Exchange and is incorporated and domiciled in the
made during the year and remain in force at the date
United Kingdom.
of this report.
RESULTS FOR THE YEAR AND DIVIDENDS
The Group incurred a loss after tax of £5,838,005 (2021:
GOING CONCERN
The directors have prepared the financial statements on
loss £5,133,843). The directors have not recommended
a going concern basis. They believe that the Group and
the payment of a dividend (2021: £nil).
Company will have adequate resources to continue in
FUTURE DEVELOPMENTS AND STRATEGY
These are considered in the Chairman’s Statement on
pages 8–9.
RESEARCH AND DEVELOPMENT
ACTIVITIES
These are considered in the Chairman’s Statement on
pages 8–9.
operational existence for the foreseeable future. Further
details can be found in note 1, Accounting Policies.
DISCLOSURE OF INFORMATION
TO THE AUDITORS
In the case of each person who was a director at the time
this report was approved:
so far as that director was aware there was no relevant
available information of which the Company’s auditors
were unaware; and
FINANCIAL INSTRUMENTS AND
RISK MANAGEMENT
Details of the Group’s financial instruments and its policies
that director had taken all steps that the director
ought to have taken as a director to make himself or
herself aware of any relevant audit information and to
with regard to financial risk management are given in note
establish that the Company’s auditors were aware of
24 to the financial statements.
that information.
DIRECTORS
The directors who served during the year were:
This information is given and should be interpreted
in accordance with the provisions of s418 of the
Companies Act 2006.
Non Executives
Chairman
Kevin Finn
Non Executive Director
Simon Rogers
AUDITORS
A resolution to appoint the auditors, Nexia Smith &
Williamson Audit Limited, will be proposed at the next
Non Executive Director
Simon Barrell
Annual General Meeting.
Executives
Chief Executive Officer
Simon Tucker
Chief Operating Officer
Neil Peniket
Approved by the Board of Directors and signed on behalf
of the Board on 27 July 2022.
Chief Product Officer
Jean Francois Bonnin
S Tucker Director
Chief Financial Officer
Richard Hurd
(appointed 3 February 2022)
STATEMENT OF DIRECTORS’
RESPONSIBILITIES IN RESPECT
OF THE ACCOUNTS
The directors are responsible for preparing
the Strategic Report, Directors’ 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
The directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position of
the Company and enable them to ensure that the financial
statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets
of the Group and Company and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities.
statements unless they are satisfied that they give a true
The directors are also responsible for ensuring that they
and fair view of the state of affairs of the Company and
meet their responsibilities under the AIM Rules.
The directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
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 judgments and accounting estimates that are
reasonable and prudent;
state whether UK-adopted international accounting
standards have been followed subject to any material
departures disclosed and explained in the financial
statements; and
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business
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ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
FOR THE YEAR ENDED 31 MARCH 2022
CORPORATE GOVERNANCE
REPORT
The directors recognise the importance of,
and are committed to, high standards of
corporate governance. AIM companies are
required to apply a recognised corporate
governance code. Of the three widely
recognised formal codes, the directors have
decided to adhere to the Quoted Companies
Alliance’s Corporate Governance code for
small and mid-size quoted companies.
The Group’s compliance with this code is summarised
below and can be found in full on the Group’s website at:
www.srt-marine.com/corporate-governance.
BUSINESS MODEL AND STRATEGY
SRT is a global leader in the provision of maritime
domain awareness (MDA). Our products are used by
mariners, infrastructure owners, coast guards and fishing
authorities to enhance safety, security and management
efficiency of maritime regions.
SRT’s strategy and business model is to address
MDA market segments using a small set of innovative
core technologies and products and systems which
to revenue recognition, recoverability of receivables and
stock and intangibles valuation.
SRT has published a share dealing policy on its intranet to
seek the necessary approval from directors should they,
or their families, plan to trade in the group’s equities.
THE BOARD OF DIRECTORS
The members of the board have a collective responsibility
and legal obligation to promote the interests of the group
and are collectively responsible for defining corporate
governance arrangements. Ultimate responsibility for the
quality of, and approach to, corporate governance lies with
the chair of the board.
The board consists of seven directors of which four are
executive and three are independent non-executives.
The board is satisfied that at present it has a suitable
balance between independence on the one hand and
knowledge of the company on the other.
During the year ended 31 March 2022, there were four
board meetings and calls. Each director attended all the
meetings and calls during the year, except Simon Barrell
who missed one meeting.
can be combined and customised into multiple product
The board has an agenda of items to consider at each
configurations and types each of which address different
meeting subdivided into the key activities of the business,
MDA market segments.
The key risks and challenges faced by the Group are set
out in the Strategic Report on pages 10–11.
RISK MANAGEMENT
The Board is responsible for the systems of internal
control and risk management and reviewing their
effectiveness. Furthermore, through the activities of
the Audit Committee the effectiveness of these internal
controls is considered annually.
A comprehensive budgeting process is completed
once a year and is reviewed and approved by the Board.
Revised forecasts are also produced on a monthly basis.
The Group’s results, compared with the budget and
forecast are reported to the Board on a monthly basis.
Within the scope of the annual audit, specific financial
risks are evaluated in detail, including those in relation
namely operations, product management, project delivery,
sales and marketing and financial matters.
Prior to the board meeting a board pack of information is
compiled by the executive directors and circulated around
the board together with the minutes from the previous
meeting for approval and the monthly management
accounts. The board believes that the composition and
breadth of experience of the board are appropriate for
the Company at present and that its blend of relevant
experience, skills and personal qualities and capabilities is
sufficient to enable it to successfully execute its strategy.
All Directors receive regular and timely information on the
Group’s operational, sales and financial performance.
Biographies of the board are set out in the Corporate
Governance section of the Group’s website.
The board is supported by three committees:
audit, remuneration and nomination.
c) Performance related bonus
The Remuneration Committee can award
discretionary bonuses, which are linked to
the achievement of demanding individual,
business and corporate objectives.
d) Pension allowance
Simon Tucker elected not to join the Company’s
Money Purchase Pension Scheme and in
compensation for this the Remuneration Committee
agreed to pay him the amount that the Company
would have paid to the pension scheme on his behalf,
for him to invest as he wishes.
e) Other benefits
Other benefits include private health insurance.
f) Non-Executive Directors
The Non-Executive Directors are independent
of management and have no relationship which
could materially interfere with the exercise of their
independent judgement. The remuneration of
the Non-Executive Directors is decided by the
Executive Directors.
NOMINATION COMMITTEE
The Nomination Committee comprises Kevin Finn
(Chairman) and Simon Rogers. The Nomination
Committee met during the year to discuss the
appointment of new members of the senior management
team including Jean-Francois Bonnin to the board.
CORPORATE CULTURE
The Board aims to lead by example and do what is in the
best interests of the Company. It seeks to maintain the
highest level of integrity in the conduct of the Group’s
operations. An open culture is encouraged within the
Group, with regular communication to staff regarding
progress and staff feedback sought on a regular basis.
Given the nature of the customers and markets within
our systems business, a strict anti-bribery and corruption
policy is operated to ensure that business dealings are
carried out to the highest ethical standards.
AUDIT COMMITTEE
The Audit Committee comprises of Simon Barrell
(Chairman) and Kevin Finn. It meets at least twice per
year. The audit committee reviews the effectiveness of
the internal controls of the business, as well as any key
judgements made in the preparation of the interim and
annual accounts and the effectiveness of the internal
financial management. The audit planning meeting took
place on 26 May 2022 and the meeting to review feedback
from the 2022 audit took place on 19 July 2022.
REMUNERATION COMMITTEE
The Remuneration Committee comprises Simon Rogers
(Chairman), Kevin Finn and Simon Barrell; it meets at
least once a year. During the year, the Committee met
to discuss the remuneration of the Executive directors.
The remuneration policy for Directors is set by the
Board and is described below. It is determined by the
Remuneration Committee within the framework of this
policy. The remuneration of the Executive Directors is
determined by the Remuneration Committee which
consists entirely of Non-Executive Directors.
The Remuneration Committee consults with
Simon Tucker, the Group Chief Executive Officer,
as appropriate with regard to its proposals relating
to the remuneration of the Executive Directors.
The policy of the Remuneration Committee is to review
the Executive Directors’ Remuneration based on market
practice within the Company’s market sector. The Group
wishes to attract, motivate and retain key executives.
Accordingly, its policy is to design remuneration packages
which, through an appropriate combination of basic
salary, performance related bonuses, share options,
pension arrangements and certain benefits, reward
executives fairly and responsibly for their individual
contributions, whilst linking their potential earnings to
the performance of the Group as a whole. The overall
package, which is reviewed at least annually may contain
the following elements:
a) Basic salaries
Basic salaries for Executive Directors are reviewed
annually by the Remuneration Committee and are
set at levels which reflect their performance and
degree of responsibility.
b) Enterprise Management Incentive Share
Option Scheme
The Company has had in place, since November 2005,
an enterprise management incentive share option
scheme under which awards are met at the discretion
of the Remuneration Committee. The share options
held by the Directors are set out in note 3.
14
15
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF SRT MARINE SYSTEMS PLC
OPINION
We have audited the financial statements of SRT Marine
OUR APPROACH TO THE AUDIT
The Group performs all transaction processing and
Systems plc (the ‘parent company’) and its subsidiaries
financial statement preparation centrally in the UK.
(the ‘group’) for the year ended 31 March 2022 which
Of the Group’s nine reporting components, we audited
comprise the Consolidated Statement of Profit or Loss
individually three of them, with three being audited by
and Other Comprehensive Income, the Consolidated
and Company Statements of Financial Position, the
Consolidated and Company Statements of Cash Flows,
the Consolidated and Company Statements of Changes
in Equity, and the notes to the financial statements,
including significant accounting policies. The financial
reporting framework that has been applied in their
preparation is applicable law and UK-adopted international
accounting standards.
In our opinion, the financial statements:
targeted audit procedures to group materiality levels,
and the remaining components being dormant entities.
The components within the scope of our work covered
materially all of the Group’s revenue, all of the Group’s
profit before tax and all of the Group’s net assets.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the financial statements of the current period and
give a true and fair view of the state of the group’s and
of the parent company’s affairs as at 31 March 2022
include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified,
and of the group’s loss for the year then ended;
including those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on these matters.
have been properly prepared in accordance with
UK-adopted international accounting standards; and
have been prepared in accordance with the
requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report.
We are independent of the group and parent company in
accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
16
KEY AUDIT
MATTER
DESCRIPTION OF RISK
HOW THE MATTER WAS ADDRESSED IN THE AUDIT
Intangible
The Group capitalises qualifying
The main procedures performed on the recognition
assets – for
development costs as intangible assets,
and valuation assessments, including areas where
Group only
which are material to the Group’s
we challenged management were as follows:
financial statements. The audit risk
is considered significant, given the
stringent requirements that must
be met to capitalise these costs in
accordance with IAS 38. In addition,
the value of these costs to the Group,
once capitalised, presents an area of
audit risk, given the uncertainty and
value of future sales, and the projected
future life of the intangible asset and
amortisation period assigned. For these
reasons, we have considered this an
area of key audit focus.
Obtaining and agreeing the breakdown of
intangible assets by ongoing/finalised projects to
note 9 in the financial statements.
Assessing the most significant costs capitalised
per each project at year end against the stringent
recognition criteria of IAS 38 and corroborating
the explanations received from management
with information obtained elsewhere, such as
corroborating sales levels and margins obtained
on the projects for which amortisation is being
charged to work performed on the respective
sales area.
Substantive testing a sample of costs capitalised
during the year by agreeing to supporting
documents and assessing them against the
recognition criteria of IAS 38.
Reviewing the amortisation charged during
the year, to ensure it has been calculated in
accordance with the Group’s amortisation
policy, and consideration of whether the
amortisation period is appropriate for the
specific costs capitalised.
Reviewing management’s assessment of
the value of the intangible assets against the
impairment indicators of IAS 36
Reviewing and challenging the impairment review
conducted to ensure the value of intangible
assets not yet in use were more than covered by
the recoverable amount.
Considering the appropriateness of the
disclosures made in the financial statements in
respect of these assets.
Inventories
As shown in note 13, group inventories
The main procedures performed on the valuation
– for Group
consist of raw materials and finished
assessments, including areas where we challenged
only
goods. The audit risk is considered
management were as follows:
to be significant given the high levels
of old inventories included within the
accounts. All inventory should be held
at the lower of cost and net realisable
value. If stock is held for long periods
of time then the net realisable value
is called into question. Given the
uncertainty over this estimate we
Obtaining and agreeing the detailed inventory
listing to the note in the accounts
Substantively testing a sample of inventory costs
back to latest purchase invoices
Considering the net realisable value of a
sample of inventory lines by testing the latest
sale of the lines
have considered this to be a key area
Reviewing the appropriateness and effectiveness
of audit focus.
of management’s stock provision
Recalculation of appropriate provision and
comparing to client’s calculation of provision
Considering the appropriateness of the
disclosures made in the financial statements in
respect of inventory
17
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC EMPHASIS OF MATTER –
RECOVERABILITY OF INTANGIBLE
ASSETS, INVESTMENT VALUE,
INTERCOMPANY DEBTOR AND GOODWILL
We draw attention to note 1 in the financial statements
concerning key sources of estimation uncertainty, and
specifically the recoverability of £8.7m of intangible
assets and £633k of goodwill on the Group statement
of financial position; and £20.9m of investment value
and intercompany debtor of £637k on the statement of
financial position of the Company.
It was set at 65% to reflect the fact that few misstatements
were expected in the current period but there is an element
judgement and estimation in the financial statements.
Performance materiality for the parent company financial
statements was set at £237k, being 65% of parent FS
materiality, for purposes of assessing the risks of material
misstatement and determining the nature, timing and
extent of further audit procedures. We have set it at
this amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and
undetected misstatements exceeds parent FS materiality.
We judged this level to be appropriate based on our
As described in Note 1 - Critical accounting judgements
understanding of the company and its financial statements,
and key sources of estimation uncertainty - the
as updated by our risk assessment procedures and our
recoverability of these assets is dependent on significant
expectation regarding current period misstatements
contracts being signed, delivered and cash collected, the
including considering experience from previous audits.
timing of which is not certain. The financial statements
It was set at 65% to reflect the fact that few misstatements
do not reflect any impairment that may be required if
were expected in the current period but there is an element
the above Group assets totalling £10.5m or the above
judgement and estimation in the financial statements.
Company assets totalling £21.5m are not recoverable.
Our opinion is not modified in respect of this matter.
OUR APPLICATION OF MATERIALITY
The materiality for the group financial statements as a
MATERIAL UNCERTAINTY RELATED
TO GOING CONCERN
We draw attention to note 1 in the financial statements.
Whilst the directors have prepared cash flow projections
whole (“group FS materiality”) was set at £456k. This has
to support the adoption of the going concern basis, the
been determined with reference to the benchmarks of the
timing of future cash flows from contracts secured within
group’s total assets and net assets as well as considering
the Group’s systems business is uncertain.
revenue, which we consider all to be key considerations
for members of the company in assessing the group’s
performance. Group FS materiality represents 4.7% of
the group’s net assets as presented on the face of the
consolidated statement of financial position.
The materiality for the parent company financial
statements as a whole (“parent FS materiality”) was
set at £284k. This has been determined with reference
to the benchmark of the parent company’s net assets
as it exists only as a holding company for the group,
capped at the level of performance materiality applied
to the group financial statements. Parent FS materiality
represents 1.9% of the parent company’s net assets as
presented on the face of the parent company statement
of financial position.
Performance materiality for the group financial
statements was set at £296k, being 65% of group FS
materiality, for purposes of assessing the risks of material
misstatement and determining the nature, timing and
extent of further audit procedures. We have set it at
this amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and
undetected misstatements exceeds group FS materiality.
We judged this level to be appropriate based on our
understanding of the group and its financial statements,
as updated by our risk assessment procedures and our
expectation regarding current period misstatements
including considering experience from previous audits.
The events or conditions along with the other matters
as set forth in note 1, 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.
Notwithstanding the above, 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 and parent company’s ability to continue to
adopt the going concern basis of accounting included:
challenging the assumptions used in the forecasts
prepared by management for the financial years
ending 2023 and 2024;
assessing the appropriateness of the assumptions
concerning growth rates and inputs to the
discount rate against latest market expectations
and macro-economic assumptions;
comparing the forecast results to those actually
achieved in the 2023 financial period so far;
considering the group’s funding position and
requirements; and
considering the sensitivity of the assumptions and re-
assessing headroom after sensitivity.
18
Our responsibilities and the responsibilities of the directors
the parent company financial statements are not in
with respect to going concern are described in the relevant
agreement with the accounting records and returns; or
sections of this report.
OTHER INFORMATION
The other information comprises the information
included in the Annual Report and Financial Statements,
other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other
information. Our opinion on the financial statements
does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit
or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves.
If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
OPINIONS ON OTHER MATTERS
PRESCRIBED BY THE COMPANIES
ACT 2006
In our opinion, based on the work undertaken in the
course of the audit:
the information given in the strategic report and the
directors’ report for the financial year for which the
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 DIRECTORS
As explained more fully in the directors’ responsibilities
statement set out on page 11, the directors are
responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view,
and for such internal control as the directors determine
is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group’s and the parent
company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless
the directors either intend to liquidate the group or the
parent company or to cease operations, or have no
realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
financial statements are prepared is consistent with
when it exists. Misstatements can arise from fraud or
the financial statements; and
the strategic report and the directors’ report have
been prepared in accordance with applicable legal
requirements.
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.
MATTERS ON WHICH WE ARE REQUIRED
TO REPORT BY EXCEPTION
In the 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 have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
adequate accounting records have not been kept
by the parent company, or returns adequate for our
audit have not been received from branches not
visited by us; or
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 obtain a general understanding of the group’s
legal and regulatory framework through enquiry of
management in respect of their understanding of the
relevant laws and regulations. We also drew on our
existing understanding of the group’s industry and
regulation.
19
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC We understand that the group complies with requirements
The procedures we carried out to gain evidence in the
of the framework through:
above areas included:
The establishment of a testing department to ensure
Testing a sample of manual journals back to
all AIS product approval requirements are met.
supporting documentation
Engaging external experts to ensure the group remains
in line with regulatory expectations and is aware of any
Testing a sample of capitalised development costs
back to supporting documentation and confirming
updates to legislation.
Given the management structure and reporting lines,
any litigation or claims would come to the Directors’
attention and are considered at board meetings.
that they are capital in nature (see Key Audit Matter
regarding Intangible Assets for further detail)
Testing the cost and net realisable value of a sample of
stock lines to ensure that they are valued correctly
In the context of the audit, we considered those laws and
Overall, the senior statutory auditor was satisfied that
regulations which determine the form and context of the
the engagement team collectively had the appropriate
financial statements, which are central to the group’s
competence and capabilities to identify or recognise
ability to conduct its business and where failure to comply
irregularities. In particular, both the senior statutory
could result in material penalties. We have identified the
auditor and the audit manager have a number of years’
following laws and regulations as being of significance in
experience in dealing with companies in the technology
the context of the group:
The Companies Act 2006 and IFRS in respect of the
financial statements
AIM rules and the UK Market Abuse Regulation
Bribery Act 2010
Health and safety regulations
We performed the following specific procedures to gain
evidence about compliance with the specific laws and
regulations defined above:
Inspected the monthly board meeting minutes to
ensure there are no reports of non-compliance
Reviewed legal expense accounts to ensure spend is in
line with expectations
Inspected health and safety records kept in the year
development sector and those with cross-border
activities, and also with companies listed on the AIM
market of the London Stock Exchange.
A further description of our responsibilities is available
on the Financial Reporting Council’s website at:
www.frc.org.uk/auditors responsibilities. This description
forms part of our auditor’s report.
USE OF OUR REPORT
This report is made solely to the parent company’s
members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has
been undertaken so that we might state to the parent
company’s members those matters we are required
to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the
parent company and the parent company’s members as a
body, for our audit work, for this report, or for the opinions
Reviewed the bribery policy to ensure adequacy
against preventing instances of bribery occurring
within the group
we have formed.
Carl Deane
Senior Statutory Auditor, for and on behalf of
The senior statutory auditor led a discussion with
Nexia Smith & Williamson
senior members of the engagement team regarding
Statutory Auditor
the susceptibility of the group’s financial statements to
Chartered Accountants
material misstatement, including how fraud might occur.
The key areas identified as part of this discussion were:
Manipulation of the financial statements through the
posting of manual journals
Portwall Place
Portwall Lane
Bristol
BS1 6NA
Valuation of stock and intangible assets where
estimates are made by management
20
FOR THE YEAR ENDED 31 MARCH 2022
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
Revenue
Cost of sales
GROSS PROFIT
Administrative costs
Foreign exchange losses
NOTES
2022 (£)
2021 (£)
2
8,172,900
8,275,022
(5,500,942)
(5,097,419)
2,671,958
3,177,603
(8,721,560)
(8,048,640)
(147,754)
(486,675)
Total administrative costs and foreign exchange losses
(8,869,314)
(8,535,315)
OPERATING LOSS
Finance expenditure
Finance income
LOSS BEFORE TAX
Income tax credit
LOSS FOR THE YEAR AFTER TAX
TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR
LOSS PER SHARE
Basic
Diluted
(6,197,356)
(5,357,712)
(615,648)
(574,248)
421
1,057
(6,812,583)
(5,930,903)
974,578
797,060
(5,838,005)
(5,133,843)
(5,838,005)
(5,133,843)
(3.53)p
(3.53)p
(3.13)p
(3.13)p
5
5
7
23
23
The notes on pages 28–45
form part of these financial
statements.
21
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC AS AT 31 MARCH 2022
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2022
COMPANY STATEMENT OF FINANCIAL POSITION
NOTES
2022 (£)
2021 (£)
NOTES
2022 (£)
2021 (£)
ASSETS
NON-CURRENT ASSETS
Intangible assets
Property, plant and equipment
Tax asset
Total non-current assets
CURRENT ASSETS
Inventories
Trade and other receivables
Current tax recoverable
Cash
Restricted cash
Total current assets
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Borrowings
Lease liabilities
Total current liabilities
NET CURRENT ASSETS
TOTAL ASSETS LESS CURRENT LIABILITIES
NON CURRENT LIABILITIES
Borrowings
Lease liabilities
Total non current liabilities
NET ASSETS
SHAREHOLDERS’ EQUITY
Share capital
Share premium account
Retained loss
Other reserves
TOTAL SHAREHOLDERS’ EQUITY
The financial statements were approved by the Board of
Directors on 27 July 2022 and were signed on its behalf by:
Company’s registered number: 05459678
22
9
10
7
13
14
7
12
15
16
17
16
17
18
20
20
20
9,368,069
8,274,170
1,328,842
1,688,512
-
793,602
10,696,911
10,756,284
2,359,922
2,368,283
3,847,735
3,600,187
978,963
-
5,924,601
5,286,432
906,245
-
14,017,466
11,254,902
(6,459,635)
(1,648,983)
(7,245,000)
(8,515,000)
(201,402)
(262,011)
(13,906,037)
(10,425,994)
111,429
828,908
10,808,340
11,585,192
(312,500)
-
(703,317)
(861,409)
(1,015,817)
(861,409)
9,792,523
10,723,783
180,677
164,252
18,067,612
13,431,735
(13,946,362)
(8,362,800)
5,490,596
5,490,596
9,792,523
10,723,783
S Tucker Director
ASSETS
NON-CURRENT ASSETS
Investments in subsidiaries
Property, plant and equipment
Other receivables
Total non-current assets
CURRENT ASSETS
Other receivables
Cash and cash equivalents
Total current assets
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Borrowings
Lease liabilities
Total current liabilities
NET CURRENT LIABILITIES
TOTAL ASSETS LESS CURRENT LIABILITIES
NON CURRENT LIABILITIES
Borrowings
Lease liabilities
Total non current liabilities
NET ASSETS
SHAREHOLDERS’ EQUITY
Share capital
Share premium account
Retained loss
Other reserves
TOTAL SHAREHOLDERS’ EQUITY
11
10
14
20,923,456
389,109
932,593
608,787
-
17,431,831
21,312,565
18,973,211
14
827,968
143,237
1,282,903
1,700,504
2,110,871
1,843,741
15
16
17
16
17
18
20
20
20
(526,941)
(311,228)
(7,245,000)
(8,515,000)
(98,272)
(158,881)
(7,870,213)
(8,985,109)
(5,759,342)
(7,141,368)
15,553,223
11,831,843
(312,500)
-
(287,063)
(370,476)
(599,563)
(370,476)
14,953,660
11,461,367
180,677
164,252
18,067,612
13,431,735
(3,357,029)
(2,197,020)
62,400
62,400
14,953,660
11,461,367
S Tucker Director
The notes on pages 28–45
form part of these financial
statements.
23
The loss for the year ended 31 March 2022 was £1,414,452 (2021: loss £1,309,289).
The financial statements were approved by the Board of
Directors on 27 July 2022 and were signed on its behalf by:
Company’s registered number: 05459678
The notes on pages 28–45
form part of these financial
statements.
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
FOR THE YEAR ENDED 31 MARCH 2022
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2022
COMPANY STATEMENT OF CASH FLOWS
ASSETS
OPERATING ACTIVITIES
NOTES
2022 (£)
2021 (£)
ASSETS
OPERATING ACTIVITIES
NOTES
2022 (£)
2021 (£)
CASH GENERATED FROM OPERATING ACTIVITIES
22
1,405,136
2,164,982
CASH USED IN OPERATING ACTIVITIES
22
(1,644,279)
(3,100,015)
Corporation tax received
NET CASH GENERATED FROM OPERATING ACTIVITIES
INVESTING ACTIVITIES
Expenditure on product development
Purchase of property, plant and equipment
Interest received
NET CASH USED IN INVESTING ACTIVITIES
FINANCING ACTIVITIES
Gross proceeds on issue of shares
Costs of issue of shares
New loans issued
Loan repayments
Lease repayments
Loan Interest paid
NET CASH GENERATED FROM FINANCING ACTIVITIES
NET INCREASE IN CASH AND CASH EQUIVALENTS
NET CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
NET CASH AND CASH EQUIVALENTS AT END OF YEAR
789,217
674,236
2,194,353
2,839,218
(3,327,011)
(2,770,455)
(183,802)
(341,875)
421
1,057
(3,510,392)
(3,111,273)
4,919,130
2,000,005
(266,828)
(102,851)
1,000,000
3,525,000
(1,957,500)
-
(267,458)
(267,749)
(566,891)
(514,726)
2,860,453
4,639,679
1,544,414
4,367,624
5,286,432
918,808
6,830,846
5,286,432
FOR THE YEAR ENDED 31 MARCH 2022 AND 31 MARCH 2021
RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
2022 (£)
INTEREST (£)
NEW LEASES (£)
CASH FLOW(£)
2021(£)
Bank loan
Other loan
1,562,500
65,101
5,995,000
501,790
Lease liabilities
904,719
48,757
TOTAL
8,462,219
615,648
-
-
-
-
(1,002,601)
2,500,000
(521,790)
6,015,000
(267,458)
1,123,420
(1,791,849)
9,638,420
2021 (£)
INTEREST (£)
NEW LEASES (£)
CASH FLOW(£)
2020(£)
Bank loan
Other loan
2,500,000
-
6,015,000
514,726
-
-
2,500,000
-
510,274
4,990,000
Lease liabilities
1,123,420
59,522
61,461
(267,749)
1,270,186
TOTAL
9,638,420
574,248
61,461
2,742,525
6,260,186
24
The notes on pages 28–45
form part of these financial
statements.
INVESTING ACTIVITIES
Purchase of property, plant and equipment
Investment in subsidiaries
Interest received
NET CASH USED IN INVESTING ACTIVITIES
FINANCING ACTIVITIES
Gross proceeds on issue of shares
Costs of issue of shares
New loans issued
Loan repayments
Lease repayments
Loan interest paid
NET CASH GENERATED FROM FINANCING ACTIVITIES
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS
NET CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
NET CASH AND CASH EQUIVALENTS AT END OF YEAR
(18,261)
(57,286)
(1,726,053)
61
-
276
(1,744,253)
(57,010)
4,919,130
2,000,005
(266,828)
(102,851)
1,000,000
3,525,000
(1,957,500)
-
(164,330)
(164,619)
(559,541)
(505,243)
2,970,931
4,752,292
(417,601)
1,595,267
1,700,504
105,237
1,282,903
1,700,504
FOR THE YEAR ENDED 31 MARCH 2022 AND 31 MARCH 2021
RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
2022 (£)
INTEREST (£)
NEW LEASES (£)
CASH FLOW(£)
2021(£)
Bank loan
Other loan
1,562,500
65,101
5,995,000
501,790
Lease liabilities
385,335
20,308
TOTAL
7,942,835
587,199
-
-
-
-
(1,002,601)
2,500,000
(521,790)
6,015,000
(164,330)
529,357
(1,688,721)
9,044,357
2022 (£)
INTEREST (£)
NEW LEASES (£)
CASH FLOW(£)
2021(£)
Bank loan
Other loan
2,500,000
-
6,015,000
505,243
-
-
2,500,000
-
519,757
4,990,000
Lease liabilities
529,357
27,330
61,461
(164,619)
605,185
TOTAL
9,044,357
532,573
61,461
2,855,138
5,595,185
The notes on pages 28–45
form part of these financial
statements.
25
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
FOR THE YEAR ENDED 31 MARCH 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022
COMPANY STATEMENT OF CHANGES IN EQUITY
SHARE
CAPITAL (£)
SHARE
PREMIUM (£)
RETAINED
EARNINGS (£)
OTHER
RESERVES (£)
TOTAL (£)
SHARE
CAPITAL (£)
SHARE
PREMIUM (£)
RETAINED
EARNINGS (£)
OTHER
RESERVES (£)
TOTAL (£)
AT 31 MARCH 2020
154,844
11,543,989
(3,458,289)
5,490,596
13,731,140
AT 31 MARCH 2020
154,844
11,543,989
(1,117,063)
62,400
10,644,170
-
-
(5,133,843)
-
-
(1,309,289)
Total comprehensive
expense for the year
Transactions with owners
Issue of equity share
capital
Cost of issue of
equity share capital
Share based
payment charge
Total comprehensive
expense for the year
Transactions with owners
Issue of equity share
capital
Cost of issue of
equity share capital
Share based
payment charge
9,408
1,990,597
(102,851)
16,425
4,902,705
(266,828)
-
-
-
-
-
-
-
-
-
-
-
-
(5,133,843)
2,000,005
(102,851)
229,332
Total comprehensive
expense for the year
Transactions with owners
Issue of equity share
capital
Cost of issue of
equity share capital
Share based
payment charge
-
-
-
-
(5,838,005)
4,919,130
(266,828)
254,443
Total comprehensive
expense for the year
Transactions with owners
Issue of equity share
capital
Cost of issue of
equity share capital
Share based
payment charge
9,408
1,990,597
(102,851)
16,425
4,902,705
(266,828)
-
-
-
-
-
-
-
-
-
-
-
-
(1,309,289)
2,000,005
(102,851)
229,332
-
-
-
-
(1,414,452)
4,919,130
(266,828)
254,443
AT 31 MARCH 2021
164,252
13,431,735
(8,362,800)
5,490,596
10,723,783
AT 31 MARCH 2021
164,252
13,431,735
(2,197,020)
62,400
11,461,367
-
-
(5,838,005)
-
-
(1,414,452)
-
229,332
-
229,332
-
254,443
-
254,443
AT 31 MARCH 2022
180,677
18,067,612
(13,946,362)
5,490,596
9,792,523
AT 31 MARCH 2022
180,677
18,067,612
(3,357,029)
62,400
14,953,660
26
The notes on pages 28–45
form part of these financial
statements.
The notes on pages 28–45
form part of these financial
statements.
27
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
FOR THE YEAR ENDED 31 MARCH 2022
NOTES TO THE ACCOUNTS
1 ACCOUNTING POLICIES
SRT Marine Systems plc is a public limited Company,
limited by shares, incorporated in England and Wales.
It is listed on the AIM. The address of the registered office
is Wireless House, Westfield Industrial Estate, Midsomer
Norton, Bath BA3 4BS. The nature of the Group’s
operations and its principal activities are noted in the
Chairman’s Statement and Strategic Report. The principal
accounting policies are summarised below. They have all
been applied consistently throughout the period covered
by these financial statements.
Basis of preparation
The financial statements have been prepared in
accordance with UK-adopted international accounting
standards. The financial statements have been prepared
under the historical cost convention.
Basis of consolidation
capital potential requirements are expected to necessitate
project financing. Furthermore, the Group’s projections
have allowed for delays in its projections and specifically
cash receipts and its projections have allowed for a range
of possible outcomes on trading performance. That said,
and whilst the directors consider that they have used a
reasonable basis to forecast the timing of these types of
cash receipts, they do recognise that the nature of these
systems’ customers does mean that the awarding of
future contracts can be unpredictable, difficult to forecast
and subject to change. These circumstances represent a
material uncertainty that may cast significant doubt upon
the Group’s and the company’s ability to continue as a
going concern.
Notwithstanding this matter, after making due enquiries
and considering the uncertainty described above, the
Directors believe they have a reasonable basis to conclude
that the Group and Company have adequate resources
to continue in operational existence for the foreseeable
The Group financial statements incorporate the financial
future and for this reason, the directors continue to
statements of the Company and entities controlled
adopt the going concern basis in preparing the financial
by the Company prepared to 31 March each year.
statements. The financial statements do not include any
An investor controls an investee if the investee has all
adjustments that would result if the company was unable
of the following: power over the investee; exposure or
to continue as a going concern.
rights, to variable returns from its involvement with
the investee; and the ability to use its power over the
investee to affect the amount of the investor’s returns.
All intra-Group transactions and balances and any
unrealised gains and losses arising from intra-Group
transactions are eliminated in preparing the consolidated
financial statements.
Going concern and material uncertainties
The Group’s business activities, together with the key
factors likely to affect its future development, profitability,
cash flows, liquidity position, borrowing facilities and
financial position are outlined within the chairman’s
statement, strategic report and the financial statements.
The directors have prepared the financial statements
on the going concern basis, which assumes that
the systems business will generate sufficient future
recoverable income.
The level of future income to be generated is uncertain
and is highly dependent on the timing of the awarding of
contracts and cash receipts from the Group’s systems
business. A number of significant systems opportunities
in the Middle East and South East Asia are expected to
generate material cash receipts in the next 12 months
although the Directors recognise that it is very difficult to
predict the timing of these cash receipts and in order to
mitigate the potential impact on cash flows, the Group
completed a financing exercise during the year. The scale
of these systems opportunities and associated working
28
Business combinations and goodwill
Business combinations are accounted for using the
acquisition method as at the acquisition date, which is
the date on which control is transferred to the Group.
The consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transferred,
the liabilities incurred and the equity interests issued by
the Group. The consideration transferred includes the fair
value of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets acquired
and liabilities and contingent liabilities assumed in the
business combination are measured initially at their fair
values at the acquisition date.
Critical accounting judgements and key sources
of estimation uncertainty
The preparation of financial statements in conformity
with generally accepted accounting practice requires
management to make estimates and judgements that
affect the reported amounts of assets and liabilities as
well as the disclosure of contingent assets and liabilities
at the year-end date and the reported amounts of
revenues and expenses during the year. 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.
Judgements
Development costs capitalised as intangible assets
Management exercises judgement in determining
whether the costs can be capitalised, and this is done
by reference to a number of criteria as set out in these
accounting policies. During the year, the Group has
capitalised intangible assets development costs of
£3,327,011 (2021: £2,770,455).
is reasonably certain to exercise the option to extend
the lease, the directors consider all relevant facts and
circumstances (both monetary and non-monetary)
that create an economic incentive for them to exercise
or not exercise that options. They also include any
expected changes in facts and circumstances from
the commencement date until the exercise date of
that option.
Determination of performance obligations and
satisfaction thereof
Key sources of estimation uncertainty
Impairment of property, plant and equipment
For the purposes of recognising revenue, management
Management tests property, plant and equipment
has exercised judgement in considering the bundle
for impairment if and when indicators of impairment
of products and services provided under long term
arise. Where such an indication exists, management
contracts as one performance obligation in building a
estimates the fair value less costs to sell of the assets
monitoring system.
Allocation of transaction price
The allocation of the total price to performance
obligations is done, where possible, on the basis of
relative stand-alone selling prices, which may need
to be estimated as some performance obligations
are never, in practice, sold on their own. Management
exercises judgement to determine the best approach
for allocating the transaction price to performance
obligations where relative stand-alone prices are not
readily available as some of the contracts are highly
bespoke. The residual method of allocation of the
based on the net present value of future cash flows.
The directors have considered whether there are any
indicators of impairment to the carrying amount of
property, plant and equipment of £1,328,842 (2021:
£1,688,512). The unpredictability of cash flows in the
Group’s system business has resulted in the existence
of an impairment indicator which has been considered
by the directors. Whilst recognising the challenges in
forecasting these cash flows, the directors consider
that they have used a reasonable basis to forecast the
timing of these cash receipts.
Impairment of intangible assets
transaction price is used when stand-alone prices
Management tests intangible assets for impairment
are not available.
Revenue recognition method for performance
obligations where satisfaction is over time
The Group uses either output methods or input
methods to measure the progress towards completion
of a performance obligation satisfied over time,
depending on which method is considered to depict
the entity’s performance. Output methods recognise
revenue on the basis of direct measurement of
the value to the customer of the goods or services
transferred to date relative to the remaining goods
or services promised under the contract. The output
method used by the Group is based on milestones
reached. Input methods recognise revenue on
the basis of the entity’s efforts or inputs to the
satisfaction of a performance obligation relative to
the total expected inputs to the satisfaction of that
performance obligation. The input method used by
if and when indicators of impairment arise. Where
such an indication exists, management estimates the
fair value less costs to sell of the assets based on the
net present value of future cash flows. The directors
have considered whether there are any indicators of
impairment to the carrying amount of intangible assets
of £9,368,069 (2021: £8,274,170). The challenging
trading conditions in the Group’s system business
has resulted in the existence of an impairment
indicator which has been considered by the directors.
The recoverability of these assets is dependent on
significant contracts being signed, delivered and
cash collected within the projects arm of the Group,
the timing of which is not certain. Whilst recognising
the challenges in forecasting these cash flows, the
directors consider that they have used a reasonable
basis to forecast the timing of these cash receipts.
Valuation of inventory
the Group is based on costs incurred to date relative
Inventory is held at the lower of cost and net realisable
to total expected costs, which requires significant
value and is held for the Group’s transceiver business
judgement. Contracts can be highly bespoke and
(£1,633,354) and its systems business (£726,568).
hence historical cost information is not always useful
If transceiver inventory is held for a long period of
in estimating future costs. The Group’s policies for
time or relates to a product line that is superseded,
the recognition of revenue and profit are set out in the
revenue recognition policy below.
Determination of the lease term
Rental contracts are typically made for fixed periods
but may have extension options. In these cases,
significant judgement is required to ascertain the
correct lease term. When assessing whether the Group
then the net realisable value is brought into question.
Management perform a review of any such inventory
and provides accordingly thereby seeking to
ensure that the value at which inventories are held
is appropriate. Systems inventory is reviewed for
provision based on the assessment of sales patterns
which can be unpredictable in their timing and hence
29
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC difficult to forecast. The total provision at 31 March
as this is considered to be the revenue generating life of
or services transferred to date relative to the remaining
tax rates and laws that have been enacted or substantively
2022 amounted to £717,098 (2021: £449,265).
each asset. This period is subject to annual review by
goods or services promised under the contract.
enacted by the statement of financial position date.
Amortisation of development costs
Management consider the amortisation period of
each development cost asset based on the revenue
generating life of each asset, currently considered to
be five years. Where an asset is not ready for use at
the year end and therefore has not been amortised,
management perform impairment review based upon
anticipated future cash flow as detailed in the going
concern section of this note.
Investments
The company accounts include an investment in
subsidiaries balance of £20,923,456. Management
tests investments for impairment if and when
indicators of impairment arise. The unpredictability
of cash flows in the Group’s system business has
resulted in the existence of an impairment indicator
which has been considered by the directors. Whilst
recognising the challenges in forecasting these cash
flows, the directors consider that they have used a
reasonable basis to forecast the timing of these cash
receipts. When undertaking this assessment, the
directors have adopted a post-tax discount rate of
15% and a terminal growth rate of 2%.
Research and development
management. The AIS technology assets have between
9 and 60 months of amortisation remaining.
Revenue recognition
Revenue is recognised in accordance with the transfer
of promised goods or services to customers (i.e. when
the customer gains control of the good/service) and is
measured as the consideration which the Group expects
to be entitled to in exchange for those goods or services.
Consideration is typically fixed on the agreement of a
contract. Payment terms are agreed on a contract by
contract basis.
Contracts include promises to transfer goods and/or
services to a customer (i.e. “performance obligations”)
which are typically indistinct and hence are accounted
for together in a single performance obligation. Where
multiple performance obligations exist within one
contract, the transaction price is allocated between each
performance obligation on the basis of past experience,
with reference to stand-alone selling prices of each
component, and where appropriate by using the residual
method approach.
A good or service is distinct if the customer can benefit
from the good or service on its own or together with other
resources that are readily available to the customer and
Research expenditure is written off to profit or loss in
the entity’s promise to transfer the good or service to the
the year in which it is incurred. Development expenditure
customer is separately identifiable from other promises
is capitalised and amortised over the period during
in the contract.
which the Company is expected to benefit, currently
considered to be five years. This cost is included as part of
administrative expenses within profit or loss.
The group recognises revenue when (or as) it satisfies
a performance obligation by transferring a promised
good or service to a customer. A performance obligation
Development expenditure capitalised represents time
is satisfied over time when the vendor’s performance
spent by Company employees, sub-contractor costs, and
creates an asset under the control of the customer
any other directly attributable costs incurred in creating
and the customer has an obligation to pay the vendor
the asset for the purposes intended by management,
for performance to date, or when the customer
valued at cost. In recognising such development costs as
simultaneously receives and consumes the benefits
assets consideration is given to each of the following:
from the performance obligation.
The technological feasibility of completing the asset
The group recognises revenue from the sale of support
so that it may be used or sold
services, maintenance and training over the time period
The intention and ability to use or sell the asset
How the asset will generate future probable economic
benefits, for example by demonstrating that there is a
market for the asset’s output
Availability of adequate technical, financial and other
resources to complete the development and to use
the asset
The ability to measure reliably the expenditure on the
asset during its development.
to which the services provided relate, as this is considered
the best indicator of when the customer receives and
consumes the benefit of the service.
The group recognises revenue from the sale of maritime
system solutions over the time as the monitoring system
is installed on the customer’s territory and therefore the
asset is deemed under the customer’s control.
The Group uses either output methods or input methods
to measure the progress towards completion of a
performance obligation satisfied over time, depending on
which method is considered to faithfully depict the entity’s
Once management is satisfied that the above criteria are
performance.
met the development costs are carried as assets. The
amortisation periods of each of the assets is five years,
Output methods recognise revenue on the basis of direct
measurement of the value to the customer of the goods
30
The output method used by the Group companies
is based on milestones reached.
Deferred tax is provided for on a full provision basis on all
temporary differences, which have arisen but not reversed
Input methods recognise revenue on the basis of
at the statement of financial position date. Temporary
the entity’s efforts or inputs to the satisfaction of a
differences represent the accumulated differences
performance obligation relative to the total expected
between the carrying amounts of assets and liabilities in
inputs to the satisfaction of that performance obligation.
the financial statements and the corresponding tax bases
The input method used by the Group is based on costs
used in the computation of taxable profit. Deferred tax is
incurred to date.
If revenue is recognised over a period of time, the Group
presents as a contract asset the gross amount due from
customers for contract work for all contracts in progress
for which costs incurred plus recognised profits (less
recognised losses) exceeds progress billings. Progress
billings not yet paid by customers and retentions are
included within ‘trade and other receivables’. The Group
presents as a liability the gross amount due to customers
for contract work for all contracts in progress for which
progress billings exceed costs incurred plus recognised
profits (less recognised losses). Contract asset and
liability balances fluctuate due to the timing and mix of
contracts held across the Group.
calculated at the tax rates that are expected to apply when
the related deferred tax balance is settled. Deferred tax is
charged or credited to profit or loss, except when it relates
to items charged or credited directly to equity in which
case the deferred tax is also dealt with in equity. Deferred
tax assets are recognised to the extent that it is probable
that there will be suitable taxable profits from which the
future reversal of the underlying temporary differences
can be deducted.
Pension costs
Contributions to defined contribution schemes are
recognised on an accrual basis in accordance with the
rules of the scheme.
The group recognises revenue from the sale of goods and
Foreign currencies
licenses at the point in time that goods are transferred to
Transactions denominated in a foreign currency are
a customer, which is the point in time that the customer
translated into sterling at the rate of exchange ruling at
gains control of the goods. This is due to the nature
the date of the transaction. At the statement of financial
of goods being fairly standardised and hence specific
position date, monetary assets and liabilities denominated
contract accounting does not apply.
Contracts are deemed to be complete, and hence
performance obligations fully satisfied, post customer
acceptance of the goods. Amounts disclosed as current
deferred income reflect revenue that will be recognised
on performance obligations that will be satisfied within
a year. The aggregate amount of the transaction price
allocated to the performance obligations that are
unsatisfied, or partially unsatisfied, as of the end of
the reporting period is £6,358,920 (2021: £7,106,353).
This amount will be recognised over the remaining life
of the contract.
Property, plant and equipment
All property, plant and equipment are valued at net book
value, being the cost less accumulated depreciation and
any impairment losses where there is an impairment
recognised. Depreciation is provided on cost in equal
annual instalments over the estimated useful lives of the
assets concerned. Annual lives of 3-4 years are used for
owned plant and equipment. All right of use assets are
depreciated in equal instalments over the remaining
term of the lease.
Taxation
in foreign currency are translated at the rate ruling at
that date. All exchange differences are dealt with in
profit or loss.
Inventories
Inventories and work in progress are stated at the lower
of cost and net realisable value. Cost comprises direct
materials and other subcontracted manufacturing costs.
The costs of finished products are expensed to profit
or loss to match against the corresponding revenues
from those products. Net realisable value represents
the estimated selling price less all estimated costs of
completion and costs to be incurred in marketing, selling
and distribution. Provision is made against slow moving
and obsolete inventories to ensure the value at which
inventories are held in the statement of financial position
is reflective of anticipated future sales patterns.
Share-based payments
The Group operates an equity settled share-based
compensation plan whereby the Company grants
share options to employees of all Group companies.
The fair values of the options granted under this plan are
calculated using an appropriate valuation model which
takes into account assumptions about future events and
market conditions. Further details are provided in note 19.
Where an income tax credit arises, this represents the
sum of the tax currently receivable and deferred tax.
The cost of equity-settled transactions is recognised,
Current tax is based on taxable profits for the year using
together with a corresponding increase in equity,
over the period in which the performance and/or
31
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC service condition are fulfilled, ending on the date on which
at cost, which is made up of the initial measurement of
the relevant employees become fully entitled to the award.
the lease liability, any initial direct costs incurred by the
The cumulative expense recognised for equity-settled
Group, an estimate of the costs to dismantle and remove
transactions at each reporting date, until the vesting date,
the asset at the end of the lease, and any lease payments
reflects the extent to which the vesting period has expired
made in advance of the lease commencement date.
and the Directors’ best estimate of the number of equity
instruments that will ultimately vest.
The Group will depreciate the right of use assets on a
straight line basis from the lease commencement date to
In making this judgement consideration must be made
the earlier of the end of the useful life of the right of
as to the likely number of shares that will vest, and the fair
use asset or the end of the lease term. Where impairment
value of each award granted. The fair value is determined
indicators exist, the right of use asset will be assessed
using a valuation model, which is dependent on further
for impairment.
estimates, including the Group’s future dividend policy,
employee turnover, the timing with which options will
be exercised and the future volatility in the price of the
Group’s shares. Such assumptions are based on publicly
available information and reflect market expectations.
Financial instruments
Trade receivables and contract assets
Trade receivables are held in order to collect the
contractual cash flows and are initially measured at the
transaction price as defined in IFRS 15, as the contracts
of the Group do not contain significant financing
components. Impairment losses are recognised based
on lifetime expected credit losses in profit or loss.
Other receivables are held in order to collect the
contractual cash flows and accordingly are measured at
initial recognition at fair value, which ordinarily equates
to cost and are subsequently measured at cost less
impairment due to their short-term nature. A provision for
impairment is established based on 12 month expected
credit losses unless there has been a significant increase
in credit risk when lifetime expected credit losses are
recognised. The amount of any provision is recognised
in profit or loss.
Cash and cash equivalents
The lease liabilities are measured at the present value of
the lease payments due to the lessor over the lease term,
discounted using the interest rate implicit in the lease if
that rate is readily available or the Group’s cost of capital.
After initial measurement, any payments made will
reduce the liability and the interest accrued will increase
it. Any reassessment or modification will lead to a
remeasurement of the liability. In such cases, the
corresponding adjustment will be reflected in the right
of use asset, or profit or loss if the right of use asset is
already reduced to zero.
On the statement of financial position, right of use assets
have been included in property, plant and equipment.
Changes in accounting policies and disclosures
New and amended standards adopted
by the Group
Amendments have been made to IAS 1 Presentation
of Financial Statements and IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors in relation
to the definition of material. The amendments clarify the
definition of what is material to the financial statements
and how to apply the definition. These standards have not
had a material impact on the group.
Cash and cash equivalents comprise cash held by the
Group and short term bond deposits with an original
New standards and interpretations
not yet adopted
maturity of three months or less.
Borrowings
Certain new accounting standards and interpretations
have been published that are not mandatory for 31 March
2022 reporting periods and have not been early adopted
Interest-bearing loans and overdrafts are recorded initially
by the group. These standards are not expected to have
when the proceeds are received. Finance charges are
accounted for at amortised cost using the effective
a material impact on the entity in the current or future
reporting periods and on foreseeable future transactions.
interest rate method.
Trade payables
2 REVENUE AND SEGMENT INFORMATION
Trade payables are non-interest bearing and are initially
Business and geographical segments
measured at their fair value and subsequently at their
The directors have given due consideration to the
amortised cost.
Leases
A right of use asset and lease liability has been recognised
for all leases. The right of use asset has been measured
requirements of IFRS 8 and the components of the
Group which management use to make decisions about
operating matters and internal reports that are regularly
reviewed by the chief operating decision maker, which is
considered to be the board of directors.
As in previous years, it has been concluded by
management and the board that the organisation is
structured as a single business segment, the Marine
technology business. The Marine technology business
is the segment which provides solutions to solve the
problem of maritime domain awareness, both products
REVENUE BY
GEOGRAPHICAL
DESTINATION
Europe
Middle East
2022 (£)
2021 (£)
4,990,488
5,512,039
181,529
133,385
and systems and which reflects the results presented
North America
842,645
626,807
in the primary statements. Individual contracts are
specifically considered by management and the board
if their magnitude is considered significantly large to
warrant such consideration.
From a geographical perspective, the Group earns
revenue from a number of countries as set out right:
UK
494,617
601,989
South East Asia
734,251
522,676
Other
TOTAL
929,370
878,126
8,172,900
8,275,022
Included within revenue is a single customer (2021: one)
with an amount exceeding 10% of the Group’s total
revenue. In both years, this customer from Belgium
was within the Marine technology business segment
and sales amounted to £2,087,127 (2021: £2,839,198).
Revenue from the Group’s customer in the Philippines is
recognised over time whilst all other revenue is recognised
at a point in time.
3 DIRECTORS’ EMOLUMENTS
The remuneration of the individual Directors was as follows:
YEAR ENDED 31 MARCH 2022
SALARY (£)
BONUS (£)
PENSION (£)
TOTAL 2022 (£)
EXECUTIVE DIRECTORS
S Tucker
N Peniket
R Hurd
JF Bonnin (appointed Feb 2022)
NON EXECUTIVE DIRECTORS
K Finn
S Barrell
S Rogers
TOTAL
225,000
150,000
110,000
9,725
50,000
36,000
20,000
600,725
-
-
-
-
-
-
-
-
-
7,500
5,500
-
-
-
-
225,000
157,500
115,500
9,725
50,000
36,000
20,000
13,000
613,725
YEAR ENDED 31 MARCH 2021
SALARY (£)
BONUS (£)
PENSION (£)
TOTAL 2021 (£)
EXECUTIVE DIRECTORS
S Tucker
N Peniket
R Hurd
NON EXECUTIVE DIRECTORS
K Finn
S Barrell
S Rogers
TOTAL
225,000
150,000
110,000
50,000
36,000
20,000
591,000
-
-
-
-
-
-
-
-
7,500
5,500
-
-
-
225,000
157,500
115,500
50,000
36,000
20,000
13,000
604,000
32
33
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
Share options at 31 March 2022 and 31 March 2021
EXECUTIVE DIRECTORS
S Tucker
N Peniket
N Peniket
R Hurd
R Hurd
R Hurd
JF Bonnin
NON-EXECUTIVE DIRECTORS
K Finn
S Barrell
TOTAL OPTIONS
EXERCISE PRICE
EXPIRY DATE
1,500,000
1,200,000
750,000
600,000
450,000
500,000
500,000
1,000,000
300,000
0.1p
0.1p
0.1p
0.1p
0.1p
20p
0.1p
8 August 2026
22 May 2030
8 August 2026
22 May 2030
8 August 2026
18 Dec 2022
22 May 2030
0.325p
0.325p
27 May 2030
27 May 2030
Those options granted to S Tucker, N Peniket and
£2.00. Irrespective of these share price targets,
R Hurd at an exercise price of 0.1p and an expiry date of
10% vest after 2 years and a further 25% after 5 years
August 2026 vest in three equal tranches dependent on
the Company’s share price. The first tranche vests when
from the date of grant. Furthermore, options were granted
to K Finn and S Barrell with the same vesting criteria but
the share price has exceeded 50p. This occurred during
with an exercise price of 32.5p. The vesting criteria has
the year ended 31 March 2017 and so the first tranche
not been met and as such those options have not yet
has vested and is exercisable. The second and third
vested and are not exercisable.
tranches vest on the same basis but with thresholds
of 75p and £1.25.
The criteria for the options granted to R Hurd with
an expiry date of December 2022 have been met
During the previous year, options were granted to
and therefore are exercisable immediately.
N Peniket, R Hurd and JF Bonnin who was appointed
as a directors in February 2022. These options have an
exercise price of 0.1p and an expiry date of May 2030
and vest based on four equal tranches dependant on the
Company’s share price exceeding 75p, £1.25, £1.50 and
An insurance premium of £28,000 (2021: £5,160)
was paid in respect of directors’ and officers’ liability.
Retirement benefits are accruing to two directors
(2021: two) under the money purchase pension scheme.
4 EMPLOYEE INFORMATION
The average number of persons, including directors, employed by the Group during the year was:
YEAR ENDED 31 MARCH 2022
2022 NO.
2021 NO.
60
23
83
49
21
70
2022 (£)
2021 (£)
3,086,208
2,935,814
303,040
112,972
281,415
106,287
3,502,220
3,323,516
Technical
Administration, sales and other
Staff costs for the above persons were:
Wages and salaries
Social security costs
Pension costs - defined contributions
34
Total amounts payable for wages and salaries exclude
costs capitalised as development expenditure within
intangible assets, amounting to £2,216,420 (2021:
£1,642,426). Total amounts payable for wages and
salaries include an amount of £255,443 (2021: £229,332)
in respect of share-based payment charges.
The Company employed an average of 7 persons within
administration, sales and other (2021: 7) with total wages
and salaries of £844,470, (2021: £822,009), including
social security costs of £26,257 (2021: £31,381) and
pension costs of £9,660 (2021: £9,584). The wages
and salaries of the Company also include an amount of
£255,443 (2021: £229,332) in respect of share-based
payment charges.
5 FINANCE INCOME AND EXPENDITURE
GROUP
2022 (£)
2021 (£)
Bank interest
payable
Interest on lease
liabilities
Other interest
payable
Total interest
payable
Bank interest
receivable
65,101
1,682
48,757
59,522
501,790
513,044
615,648
574,248
(421)
(1,057)
2022 (£)
4,258,381
2,233,112
543,472
2021 (£)
4,985,600
2,273,167
496,872
27,000
25,500
61,000
4,200
-
-
147,754
161,544
64,000
4,000
20,400
3,730
486,675
108,495
35
6 OPERATING LOSS
Operating loss for the year is stated after charging:
Inventories recognised as an expense
Amortisation of intangible assets
(included in administrative costs)
Depreciation
Auditors' remuneration
Fees payable to the company's auditor for
the audit of the parent company's accounts
Fees payable to the company's auditor for other services:
Audit of the company's subsidiaries
Audit-related assurance services
Tax compliance services
Tax advisory services
Exchange loss
Research and development costs not capitalised
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
7 TAXATION
INCOME TAX CREDIT
UK CORPORATION TAX AT 19% (2021: 19%):
Adjustments in respect of prior periods
Deferred tax credit
TOTAL TAX CREDIT FOR THE YEAR
FACTORS AFFECTING TAX CREDIT FOR THE YEAR
2022 (£)
2021 (£)
789,217
185,361
974,578
674,236
122,824
797,060
Loss before tax
(6,812,583)
(5,930,903)
Loss before tax multiplied by standard rate of
corporation tax in the UK 19% (2021: 19%)
Effects of:
1,294,391
1,126,872
Expenses not deductible for tax purposes
(2,173)
(62,671)
Other differences
16,855
96,140
Additional deduction for R&D expenditure
757,262
587,765
Adjustment to tax charge in previous periods
787,595
674,196
Surrender of tax losses for R&D credit
(1,282,781)
(670,778)
Impact of change in tax rates
343,972
-
Temporary differences in relation to share options
(10,999)
(272,574)
Deferred tax not recognised
(929,544)
(681,890)
TAX CREDIT FOR THE YEAR
Losses carried forward
MOVEMENT IN DEFERRED TAX ASSET:
At 1 April, 2021
Deferred tax credit
Reclassified as current asset
At 31 March, 2022
DEFERRED TAX ASSET:
Fixed asset temporary differences
Losses and other deductions
Deferred tax asset
CURRENT TAX ASSET:
At 1 April, 2021
Reclassified from deferred tax
At 31 March, 2022
UNPROVIDED DEFERRED TAX:
Fixed asset temporary differences
Short term temporary differences
Losses and other deductions
Unprovided deferred tax asset
974,578
20,995,938
793,602
185,361
(978,963)
-
(1,849,030)
1,849,030
-
-
978,963
978,963
(486,143)
58,039
1,572,873
1,144,769
797,060
21,393,562
670,778
122,824
-
793,602
(1,585,141)
2,378,743
793,602
-
-
-
(1,585,141)
438,208
3,271,175
2,124,242
The deferred tax asset was previously provided for to
the extent that it related to recoveries from the R&D tax
credit. Due to the track record having been established in
8 COMPANY LOSS FOR THE
FINANCIAL YEAR
recovering these credits, the asset has now been treated
The Company has taken advantage of the exemption
as a current tax asset. The Finance Bill includes legislation
under Section 408 of the Companies Act 2006 not to
to increase the main rate of corporation tax from 19%
publish its individual income statement. The loss for
to 25% from 1 April, 2023. Accordingly, unrecognised
the year ended 31 March 2022, dealt with in the financial
deferred tax assets and liabilities have been calculated
statements of the Company, was £1,414,452 (2021: loss
at 25% (2021: 19%).
9 INTANGIBLE ASSETS
COST
At 1 April 2020
Additions
£1,309,289). The Company made no gains or losses
which would be reported in other comprehensive income
in the years ended 31 March 2022 and 2021 and therefore
the Company has not published its individual Statement of
Comprehensive Income
PATENT (£)
DEVELOPMENT
COSTS (£)
GOODWILL (£)
TOTAL (£)
54,160
21,031,633
633,645
21,719,438
-
2,770,455
-
2,770,455
At 31 March 2021
54,160
23,802,088
633,645
24,489,893
Additions
-
3,327,011
-
3,327,011
At 31 March 2022
54,160
27,129,099
633,645
27,816,904
AMORTISATION
At 1 April 2020
Charge for the year
At 31 March 2021
Charge for the year
54,160
13,888,396
-
2,273,167
54,160
16,161,563
-
2,233,112
At 31 March 2022
54,160
18,394,675
-
-
-
-
-
NET BOOK VALUE
At 31 March 2022
At 31 March 2021
At 1 April 2020
-
-
-
8,734,424
7,640,525
7,143,237
633,645
633,645
633,645
13,942,556
2,273,167
16,215,723
2,233,112
18,448,835
9,368,069
8,274,170
7,776,882
Goodwill acquired in a business combination is allocated,
The main assumption in the cash flow projections is
at acquisition, to the cash generating units (CGUs) that
the budgeted sales which have been determined using
are expected to benefit from that business combination
in-house estimates based upon detailed discussions
identified according to operating segments. The carrying
with the Group’s customers and risk discounts applied
amount of goodwill has been allocated to the Marine CGU.
where necessary.
The recoverable amount of the goodwill has been
Management have concluded, based on its forecasts and
determined based on a value in use calculation.
the net present value of its forecast future cash flows, that
That calculation uses cash flow projections covering
there is no recognised impairment. None of the goodwill is
a three-year period, and a discount rate of 15%.
expected to be tax deductible.
Management estimated the discount rate using
pre-tax rates that reflect current market assessments
of the time value of money and the risks specific to
the market in which the Marine CGU operates.
Development costs in respect of assets not in use are
subject to an impairment review.
The patent is the only intangible asset owned by
the Company.
36
37
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
10 PROPERTY, PLANT AND EQUIPMENT
11 INVESTMENTS IN SUBSIDIARIES - COMPANY
GROUP
PLANT & EQUIPMENT
LAND & BUILDINGS
OWNED ASSETS (£)
RIGHT OF USE
ASSETS (£)
RIGHT OF USE
ASSETS (£)
COST
At 1 April 2020
Additions
At 31 March 2021
Additions
At 31 March 2022
DEPRECIATION
At 1 April 2020
Charge for the year
At 31 March 2021
Charge for the year
At 31 March 2022
NET BOOK VALUE
At 31 March 2022
At 31 March 2021
At 1 April 2020
1,767,074
341,875
2,108,949
183,802
2,292,751
1,082,886
273,595
1,356,481
318,890
1,675,371
617,380
752,468
684,188
248,928
61,461
310,389
-
1,308,373
-
1,308,373
-
310,389
1,308,373
81,190
107,712
188,902
109,017
297,919
12,470
121,487
167,738
378,251
115,565
493,816
115,565
609,381
698,992
814,557
930,122
COMPANY
PLANT & EQUIPMENT
LAND & BUILDINGS
OWNED ASSETS (£)
RIGHT OF USE
ASSETS (£)
RIGHT OF USE
ASSETS (£)
TOTAL (£)
3,324,375
403,336
3,727,711
183,802
3,911,513
1,542,327
496,872
2,039,199
543,472
2,582,671
1,328,842
1,688,512
1,782,048
TOTAL (£)
1,279,702
118,747
1,398,449
18,261
535,568
57,286
592,854
18,261
611,115
285,238
94,448
379,686
93,549
473,235
137,880
213,168
250,330
COST
At 1 April 2020
Additions
At 31 March 2021
Additions
At 31 March 2022
DEPRECIATION
At 1 April 2020
Charge for the year
At 31 March 2021
Charge for the year
At 31 March 2022
NET BOOK VALUE
At 31 March 2022
At 31 March 2021
At 1 April 2020
38
248,928
61,461
310,389
-
495,206
-
495,206
-
310,389
495,206
1,416,710
81,190
107,712
188,902
109,018
297,920
12,469
121,487
167,738
185,702
35,372
221,074
35,372
256,446
238,760
274,132
309,504
552,130
237,532
789,662
237,939
1,027,601
389,109
608,787
727,572
The corresponding leases
in respect of the above
right of use assets are
disclosed in note 17.
COST - SHARES IN
GROUP UNDERTAKINGS
The additions during the year comprise the
£
following transactions:
At 31 March 2021
932,593
a) SRT Marine Technology Limited issued 9,300,000
Additions
24,316,976
ordinary shares of £1 each to its parent company.
Provision for impairment
At 31 March 2022
(4,326,113)
20,923,456
b) SRT Marine System Solutions Limited issued
15,000,000 ordinary shares of £1 each to its
parent company.
c) The company incorporated a 100% owned subsidiary,
Em-trak Marine Electronics Ireland Limited with the
issue of 10,000 ordinary shares of €1 each.
d) The company incorporated a 100% owned subsidiary,
SRT Marine Technology Ireland Limited with the issue
of 10,000 ordinary shares of €1 each.
The provision for impairment was previously held against
intercompany receivables, but has now been reported
within investments following the capitalisation of the
intercompany receivable balances.
The Company holds more than 20% of the share capital of the following companies:
SUBSIDIARY
COUNTRY OF
INCORPORATION
SRT Marine Technology Limited (a)
Em-trak Marine Electronics Limited (a)
SRT Marine System Solutions Limited (a)
Em-trak Marine Electronics Ireland Limited (a)
SRT Marine Technology Ireland Limited (a)
SRT Marine Systems SAS (b)
Software Radio Technology Limited (b)
SRT Software Development (India) Private Limited(b)
UK
UK
UK
Ireland
Ireland
France
UK
India
SHARES HELD
CLASS
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
%
100
100
100
100
100
100
100
100
Notes
a) The principal activity of these subsidiaries is the
sales and development of maritime communication
products & systems.
b) Non-trading entities.
c) The above entities’ addresses are the same as
the Registered Office of the parent company,
SRT Marine Systems plc, as given on page 4, except
for SRT Marine Systems SAS whose address is
SNCF Station, 14 Rue de Dunkerque, 75010, Paris,
France; and the two Irish subsidiaries whose address
is 51 Northumberland Road, Dublin 4, Ireland.
39
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
12 RESTRICTED CASH
As at 31 March 2022, the Group had a balance of
14 TRADE AND OTHER RECEIVABLES
£906,245 which was held in a restricted bank account by
GROUP
2022 (£)
2021 (£)
the Group’s bankers. This balance is being held as security
Trade receivables
528,116
2,167,805
against any possible liability arising from a performance
bond issued by the bank to the Group’s customer on one
of its systems projects. The Group does not expect any
liabilities to arise on this project and thus the cash to be
returned on completion in the year ended 31 March 2023.
Other receivables
214,949
174,436
Prepayments and
accrued income
3,104,670
1,257,946
3,847,735
3,600,187
13 INVENTORIES
GROUP
2022 (£)
2021 (£)
Raw materials and
consumables
1,500,706
1,101,382
Finished goods
859,216
1,266,901
2,359,922
2,368,283
As at 31 March 2022 and 31 March 2021 the following
movements in the provision account for credit losses
were recognised during the year:
GROUP
2022 (£)
2021 (£)
Balance at 1 April
9,802
3,922,029
Amounts written off
during the year
Provision made
during the year
-
-
(3,922,029)
9,802
9,802
9,802
As at 31 March 2022 trade receivables and contract asset
balances of £35,366 (2021: £1,720,382) were past due but
not impaired. The provision for bad and doubtful debts
includes estimated potential credit losses. The ageing
analysis of these trade receivables is set out below.
It includes a balance in the prior year of £1,548,412 from
a customer which has now been collected.
COMPANY
CURRENT
Prepayments and
accrued income
Amounts owed by
group undertakings
2022 (£)
2021 (£)
126,367
105,745
636,594
-
Other receivables
65,007
37,492
827,968
143,237
NON-CURRENT
Amounts owed by
group undertakings
-
-
17,431,831
17,431,831
During the year, the subsidiary companies issued
additional shares to the Company and non-current
amounts owed by its group undertakings are now
shown as investment in subsidiaries. Prepayments and
accrued income and other receivables do not contain
impaired assets.
15 TRADE AND OTHER PAYABLES
The loans have maturity dates as follows:
GROUP
2022 (£)
2021 (£)
Trade payables
1,483,842
1,002,306
Other tax and social
security payable
155,556
120,832
Other payables
30,237
28,879
April 2022
December 2022
March 2023
June 2024
Accruals and
deferred income
4,790,000
496,966
March 2025
6,459,635
1,648,983
£
900,000
2,025,000
1,000,000
415,000
1,655,000
5,995,000
COMPANY
2022 (£)
2021 (£)
Trade payables
414,935
210,871
The loans are subject to covenants relating to gearing and
debt service cover.
Other tax and social
security payable
Other payables
Accruals and
deferred income
16 BORROWINGS
LESS THAN ONE YEAR
Bank loan
Other loans
MORE THAN ONE YEAR
Bank loan
Other loans
7,531
1,447
During the year ended 31 March 2022 the covenant in
8,062
relation to debt service cover was breached and a waiver
-
from loan note holders was obtained subsequent to the
year end on 4 May 2022. Due to the waiver not being
103,028
92,295
received prior to the year end and the covenants being re-
tested at 30 September 2022, IAS 1 requires that the loans
526,941
311,228
are all classified as being repayable in less than one year,
despite their maturity dates. The gearing covenant was
not breached as at 31 March 2022.
2022 (£)
2021 (£)
all borrowings and their actual book value.
There are no material differences between the fair value of
1,250,000
2,500,000
17 LEASE LIABILITIES
5,995,000
6,015,000
GROUP
2022 (£)
2021 (£)
7,245,000
8,515,000
LEASE LIABILITIES
312,500
-
312,500
-
-
-
Current
201,402
262,011
Non current
703,317
861,409
904,719
1,123,420
The bank loan was drawn down in April 2020 as a one
COMPANY
2022 (£)
2021 (£)
year loan provided under the UK government Coronavirus
Business Interruption Loan Scheme (CBILS) at an interest
rate of 0%. During the year, the renewal of this facility has
been agreed with quarterly repayments commencing
in July 2021 through to April 2023 at an interest rate of
2.59% above base rate.
Other loans all relate to drawdowns on a £20 million
secured note programme which has been arranged by
LGB Capital Markets and which is secured by a floating
charge over the Group’s assets. In total the group has
outstanding headroom of £6,345,000 on the available
£20 million. The loans have terms of up to 3 years and an
interest rate of 8%-10%
LEASE LIABILITIES
Current
98,272
158,881
Non current
287,063
370,476
385,335
529,357
The group has long term property leases with a total value
of £843,661 and with maturity dates varying between
4 and 8 years. Furthermore, it has leases on office
equipment with a value of £61,058 with maturity dates
varying between less than 1 year and 2 years.
The company has long term property leases with a total
value of £324,277 and with a maturity date of 7 years.
Furthermore, it has leases on office equipment with a
value of £61,058 with maturity dates varying between less
than 1 year and 2 years.
40
41
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
18 CALLED UP SHARE CAPITAL
19 SHARE-BASED PAYMENT
ALLOTTED:
ORDINARY
SHARES OF
0.1P EACH
Number of
shares allotted
2022
2021
180,676,939
164,251,939
The Company operates an Enterprise Management
Incentive share option scheme and a Non-Enterprise
Management Incentive scheme for directors and
employees. The general terms of the schemes are that
awards are made once an employee has completed a
minimum of six months’ service with the Company.
The awards made to employees are at the discretion of
£
£
the Management Team and those to the directors at the
Value of shares
allotted
180,677
164,252
RECONCILIATION OF MOVEMENTS
IN SHARE CAPITAL
Shares outstanding as at
31 March 2020
Share placing April 2020 (a)
Exercise of share options (b)
Shares outstanding as at
31 March 2021
NO.
154,843,919
7,208,020
2,200,000
164,251,939
Share placing March 2022 (c)
16,365,000
Exercise of share options (d)
60,000
discretion of the Remuneration Committee.
The options are expected to vest over a period of up
to four years and the maximum exercise period for the
options is ten years from the date of grant. Upon vesting
the options are equity settled. Details of the share
options outstanding during the year and previous year
are as follows:
NO. OF
OPTIONS
WEIGHTED AVERAGE
EXERCISE PRICE
Balance at 1 April 2020
Granted during the year
6,499,000
5,090,000
Exercised during the year
(2,200,000)
Lapsed during the year
(300,000)
Shares outstanding as at
31 March 2022
180,676,939
Balance at 31 March 2021
9,089,000
Notes
a) The placing in April 2020 took place at 25p per share
Granted during the year
40,000
Exercised during the year
(60,000)
Lapsed during the year
(220,000)
raising gross proceeds of £1,802,005 before costs
Balance at 31 March 2022
8,849,000
of £102,851.
b) 2,200,000 share options were exercised at a price of
9p in May 2020.
c) The placing in March 2022 took place at 30p per share
raising gross proceeds of £4,909,500 before costs
of £266,828.
d) 30,000 share options were exercised at a price of
32p in September 2021 and a further 30,000 at a price
of 0.1p in January 2022.
Balance exercisable at
31 March 2022
Balance exercisable at
31 March 2021
2,419,000
2,405,000
The value of the options granted during the year has been
measured by using the Black Scholes pricing model as
adjusted where applicable for market-based performance
criteria. The inputs into the Black Scholes model included
expected lives of up to 4 years as well as the relevant
share price, exercise price, volatility and risk-free rate at
the date of grant. The options granted during the year had
an exercise price of 31.5p and a share price on the date of
issue of 44p.
7.5p
8.4p
9.0p
0.1p
7.7p
31.5p
16.1p
8.3p
7.6p
10.2p
10.7p
Expected volatility was determined by referencing volatility
Risk-free rates were determined using government bonds
data received and using historical data for similar sized
and amounted to 0.87%. The expected dividend yield was
companies over the previous five years and amounted to
0%. For share options outstanding at the year end, vesting
approximately 90% for the grant made during the year.
criteria and dates and expiry dates are as set out below.
VESTING DATE/CRITERIA
NUMBER ISSUED
EXERCISE PRICE
EXPIRY DATE
Vested and exercisable immediately
Vested and exercisable immediately
Vested and exercisable immediately
Vested and exercisable immediately
Vested and exercisable immediately
Vested and exercisable immediately
Vested and exercisable immediately
Vested and exercisable immediately
Vested and exercisable immediately
Vested and exercisable immediately
Vested and exercisable immediately
Vested and exercisable immediately
Share price criteria not met
Share price criteria not met
Share price criteria not met
Not exercisable before:
Dec 2022
Dec 2022
Dec 2024
Total outstanding options
500,000
180,000
60,000
174,000
50,000
160,000
900,000
195,000
20,000
100,000
40,000
40,000
1,800,000
3,140,000
1,300,000
40,000
75,000
75,000
8,849,000
20p
18p
23p
25p
29p
26p
0.1p
0.1p
0.1p
0.1p
31.5p
31.5p
0.1p
0.1p
32.5p
31.5p
0.1p
0.1p
Dec 2022
Dec 2022
Jan 2023
Dec 2023
Feb 2025
Dec 2025
Aug 2026
Dec 2026
Feb 2027
May 2028
Dec 2029
Dec 2020
Aug 2026
May 2030
May 2030
Dec 3031
Dec 2030
Dec 2030
20 RESERVES
Reserves for the Group and Company are set out in the Statement of Changes in Equity on pages 24 and 25 respectively.
Other reserves consist of a capital redemption reserve, warrant reserve and a merger reserve as set out below:
CAPITAL
REDEMPTION
RESERVE (£)
WARRANT
RESERVE (£)
MERGER
RESERVE (£)
TOTAL (£)
At 31 March 2020, 2021, 2022
2,857
62,400
5,425,339
5,490,596
The capital redemption reserve arose on 8 March 2005
The warrant reserve arose on Software Radio Technology
when 285,714 deferred 1p shares with an aggregate
plc listing on the London Alternative Investment Market
nominal value of £2,857 were repurchased by Software
in November 2005 when for every one share issued one
Radio Technology (UK) Limited for the aggregate
warrant was also issued. This reserve represents the other
consideration of 1p. The merger reserve arose on
reserve within the Company.
19 October 2005 when SRT Marine Systems plc acquired
the entire share capital of Software Radio Technology
(UK) Limited by means of a share for share exchange.
Retained earnings represent the profits that the Group
and Company has earned to date less dividends paid to
shareholders. Share premium represents the difference
between the subscription and issue price of shares and
their nominal value less any associated costs.
42
43
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
21 RELATED PARTY TRANSACTIONS
Key management are those persons having authority
and responsibility for planning, controlling and directing
the activities of the Group. In the opinion of the Board,
the Group’s key management are the directors of SRT
Marine Systems plc. The compensation of the directors
of SRT Marine Systems plc is disclosed in note 3.
In addition, a total share-based payment expenses of
£149,239 (2021: £137,656) was recognised during the
year in respect of share options granted to directors,
together with an aggregate charge relating to directors’
employer’s national insurance contributions of £35,026
(2021: £34,931).
During the year, there were expenses charged from the
Company to its subsidiaries which are related parties
for services provided. These transactions amounted
to £1,037,153 (2021: £997,150). As at 31 March 2022,
the Company had an outstanding receivables balance
from SRT Marine Technology Ltd of £504,231 (2021:
£4,140,904) and an outstanding receivables balance
with SRT Marine System Solutions Ltd of £149,341
(2021: £13,270,927).
22 CASH GENERATED FROM
OPERATIONS
GROUP
2022 (£)
2021 (£)
Operating loss
(6,197,356)
(5,357,712)
543,472
496,872
2,233,112
2,273,167
254,443
229,332
COMPANY
2022 (£)
2021 (£)
Operating loss
(834,661)
(796,993)
Depreciation of
property, plant and
equipment
Share based
payment charge
Decrease/
(increase) in
trade and other
receivables
(Increase) in
amounts owed
by/to group
undertakings
Increase) /
(decrease) in
trade and other
payables
237,939
237,532
254,443
229,332
(48,136)
21,552
(1,469,577)
(2,590,394)
215,713
(201,044)
(1,644,279)
(3,100,015)
23 BASIC AND DILUTED LOSS
PER SHARE
The basic loss per share has been calculated on the
loss after taxation of £5,838,005 (2021: loss £5,133,843)
divided by the weighted number of ordinary shares in
issue of 165,167,407 (2021: 163,728,344).
During the current and previous years, the Group incurred
a loss after taxation and therefore there is no dilution of
the impact of the share options granted.
24 FINANCIAL INSTRUMENTS
The Group and Company’s financial instruments
comprise cash and cash equivalents, borrowings,
lease liabilities and items such as trade payables and
trade receivables which arise directly from its operations.
The main purpose of these financial instruments is to
8,361
(439,553)
provide finance for the Group and Company’s operations.
(247,548)
12,358,347
4,810,652
(7,395,471)
1,405,136
2,164,982
The Group and Company’s operations expose it
to a variety of financial risks including credit risk,
interest rate risk and foreign currency exchange rate risk.
Given the size of the Group and Company, the directors
have not delegated the responsibility of monitoring
financial risk management to a sub-committee of the
board. The policies set by the board of directors are
implemented by the Company’s finance department.
Credit risk
The Group’s credit risk is primarily attributable to its trade
receivables. The Company had no trade receivables at
31 March 2022 (2021: £nil). The Group has implemented
policies that require appropriate credit checks on potential
customers before sales are made. The amount of
exposure to any individual counterparty is subject to a
limit, which is reassessed annually by each subsidiary’s
Depreciation of
property, plant and
equipment
Amortisation of
intangible fixed
assets
Share based
payment charge
Decrease /
(increase) in
inventories
(Increase) /
decrease in
trade and other
receivables
Increase /
(decrease) in
trade and other
payables
44
management team. The carrying amount of financial
assets represents the maximum credit exposure.
The maximum credit exposure to credit risk has reduced
significantly during the year primarily due to the group’s
largest customer having repaid its balance during the
year. This customer represented 71% of trade receivables
in the previous year. At 31 March 2022, the Group has no
material credit risk concentration as it maintains a diverse
customer base. The overdue receivable and contract
asset balances are shown in note 14 and the maximum
credit exposure as at the reporting date was:
2022 (£)
2021 (£)
The Group’s currency exposure comprises monetary
assets and liabilities that are denoted in currencies other
than sterling, principally those denominated in US Dollars,
Euros and Philippine Peso. Such transactions give rise to
net currency gains and losses recognised in profit or loss.
At the year end this exposure comprised £1,207,739
(2021: £1,649,632) of assets denominated in US Dollars,
£237,658 (2021: £829,334) of assets denominated in
Euros and £4,156,669 (2021: £2,544,427) of assets
denominated in Philippine Peso. Furthermore, the Group
at year end had £82,951 (2021: £580,596) of liabilities
denominated in US Dollars, £108,077 (2021: £20,896)
of liabilities denominated in Euros and £4,315,949 (2021:
Trade receivables
528,116
2,167,805
£29,918) of liabilities denominated in Philippine Peso.
Cash and cash
equivalents
6,830,846
5,286,432
The table below illustrates the hypothetical sensitivity of
7,358,962
7,454,237
The Company has cash and cash equivalents of
£1,282,903 (2021: £1,700,504) and no trade receivables.
Interest rate risk
the Group’s reported profits and equity to a 10% increase
and decrease in the US dollar/Sterling, Euro/Sterling and
Philippine Peso/Sterling exchange rates at the year-end
date assuming all other variables remain unchanged.
The sensitivity rate of 10% represents the Directors
assessment of a reasonable possible change.
The Group and Company have interest bearing assets
Positive figures represent an increase in profit and equity.
and liabilities which comprise of cash and cash
equivalents and short and medium term loans (note 16)
and lease liabilities (note 17) which earn or incur interest
at a fixed rate.
Year-end exchange rates applied in the analysis below
are US Dollar 1.31 (2021: 1.37), Euro 1.18 (2021: 1.17)
and Philippine Peso 68.23 (2021: 66.75).
The Group and Company have not entered into any
derivative transactions during the period under review.
STERLING
STRENGTHENS BY 10%
The Group and Company’s cash and cash equivalents
earned interest at a variable rate totalling £421
(2021: £1,682) during the year. Interest payable on the
short and medium term loans at a variable rate amounted
to £566,891 (2021: £514,726) for the Group and Company
together with interest on lease liabilities of £48,757
(2021: £59,522).
Liquidity risk
The Group maintains a mixture of long-term and
short-term debt finance that is designed to ensure it
has sufficient available funds for operations and future
expansion opportunities. The Group monitors its levels
of working capital to ensure that is can meet its debt
repayments as they fall due. Debt maturity is disclosed
in note 16.
Foreign currency exchange rate risk
The Group is exposed to foreign currency exchange rate
risk as a result of trade payables and trade receivables
which will be settled in US Dollars, Euros and Philippine
Peso. The Company had no material exposure to foreign
exchange risk. During the year the Group did not enter into
US Dollar
Euro
2022 (£)
2021 (£)
(102,253)
(97,185)
(11,780)
(73,494)
Philippine Peso
14,480
(228,575)
STERLING
WEAKENS BY 10%
US Dollar
Euro
2022 (£)
2021 (£)
112,479
106,904
12,958
80,844
Philippine Peso
(15,928)
251,433
25 CAPITAL RISK MANAGEMENT
The Group’s objectives when managing capital are to
safeguard the Group’s ability to continue as a going
concern in order to provide returns to shareholders.
The Group defines capital as being share capital plus
reserves. The Group is not subject to any externally
imposed capital requirements, except as disclosed
in note 16.
26 FINANCIAL COMMITMENTS
As at 31 March 2022, the Group had financial
any arrangements to hedge this risk, as the directors did
purchase order commitments amounting to
not consider the exposure to be significant. The Group will
£594,168 (2021: £501,954).
review this policy as appropriate in the future.
45
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about the action you should take, you should immediately consult your
stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised
under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all your ordinary shares in the Company, please forward this
document to the purchaser or transferee or to the stockbroker, bank or other person through whom the
sale or transfer was effected for transmission to the purchaser or transferee.
NOTICE OF ANNUAL
GENERAL MEETING
NOTICE is hereby given that the Annual
General Meeting of SRT Marine Systems plc
(the “Company”) will be held at the Centurion
Hotel, Charlton Lane, Radstock, England
BA3 4BD at 11.00 a.m. on 21 September
2022 for the purpose of considering and, if
thought fit, passing the following ordinary
resolutions (in the case of resolutions 1 to 7
inclusive) and special resolution (in the case
of resolution 8):
ORDINARY RESOLUTIONS
1. To receive the audited annual accounts and
reports of the Company for the financial year ended
31 March 2022.
2. To reappoint Nexia Smith & Williamson Audit Limited
as the auditors of the Company, to hold office until the
conclusion of the next Annual General Meeting
of the Company.
to allot shares, and to grant rights to subscribe
for or to convert any security into shares up to an
aggregate nominal amount of £60,226 provided that
this authority shall expire (unless previously varied
as to duration, revoked or renewed by the Company
in general meeting) on the date falling 15 months
after the passing of this resolution, or, if earlier, at the
conclusion of the Annual General Meeting in 2023,
except that the Company may before such expiry
make any offer or agreement which would or might
require shares to be allotted or such rights to be
granted after such expiry and the directors may allot
shares or grant such rights in pursuance of such offer
or agreement as if the authority conferred by this
resolution had not expired, and this authority shall be in
substitution of any such previous authorities.
SPECIAL RESOLUTION
8. THAT subject to the passing of resolution 7, the
directors be authorised pursuant to section 570 of
the Companies Act 2006 to allot equity securities
(as defined in section 560 of that Act) for cash
3. To authorise the directors to determine Nexia Smith
pursuant to the general authority conferred on them by
& Williamson Audit Limited’s remuneration as the
resolution 7 above and/or to sell equity securities held
auditors of the Company.
4. To appoint Jean-Francois Bonnin as a director of
the Company.
5. To reappoint Richard Hurd as a director of
the Company.
6. To reappoint Simon Barrell as a director of
the Company.
7. THAT the directors be generally and unconditionally
authorised to exercise all the powers of the Company
as treasury shares for cash pursuant to section 727
of the Companies Act 2006, in each case as if section
561 of that Act did not apply to any such allotment or
sale, provided that this power shall be limited to:
a) any such allotment and/or sale of equity securities
in connection with an offer or issue by way of
rights or other pre-emptive offer or issue, open
for acceptance for a period fixed by the directors,
to holders of ordinary shares (other than the
Company) on the register on any record date fixed
by the directors in proportion (as nearly as may
be) to the respective number of ordinary shares
46
deemed to be held by them, subject to such
that, taken together, the numbers of shares stated on
exclusions or other arrangements as the directors
the forms of proxy do not exceed your holding.
may deem necessary or expedient in relation to
fractional entitlements, legal or practical problems
arising in any overseas territory, the requirements
of any regulatory body or stock exchange or any
other matter whatsoever; and
2. A form of proxy for use in connection with the Annual
General Meeting is enclosed with the document of
which this notice forms part. Completion and return
of a form of proxy will not prevent a shareholder from
attending and voting at the Annual General Meeting.
b) any such allotment and/or sale, otherwise than
Addresses (including electronic addresses) in this
pursuant to sub-paragraph (a) above, of equity
document are included strictly for the purposes
securities having, in the case of ordinary shares,
specified and not for any other purpose.
an aggregate nominal value or, in the case of other
equity securities, giving the right to subscribe for or
convert into ordinary shares having an aggregate
nominal value, not exceeding the sum of £18,068.
This authority shall expire, unless previously revoked or
renewed by the Company in general meeting, at such
time as the general authority conferred on the directors by
resolution 7 above expires, except that the Company may
before such expiry make any offer or agreement which
would or might require equity securities to be allotted or
equity securities held as treasury shares to be sold after
such expiry and the directors may allot equity securities
and/or sell equity securities held as treasury shares in
3. To appoint a valid proxy or proxies shareholders
must complete:
a) a form of proxy, sign it and return it, together with
the power of attorney or any other authority under
which it is signed, or a notarially certified copy of
such authority, to the Company Secretary at the
Company’s offices, or
b) a CREST Proxy Instruction (see note 4 below)
in each case no later than 48 hours before the
time fixed for holding the meeting or any
adjournment thereof.
pursuance of such an offer or agreement as if the power
4. CREST members who wish to appoint a proxy
conferred by this resolution had not expired.
The directors believe that the proposed resolutions
to be put to the meeting are in the best interests
of shareholders as a whole and recommend that
shareholders vote in favour of all the resolutions,
as they intend to do in respect of their own beneficial
shareholdings in the Company.
On behalf of the Board
Richard Hurd
Company Secretary
27 July 2022
Registered Office:
or proxies through the CREST electronic proxy
appointment service may do so for the Annual General
Meeting and any adjournment(s) of the meeting by
using the procedures described in the CREST Manual.
CREST Personal Members or other CREST sponsored
members and those CREST members who have
appointed any voting service provider(s) should refer
to their CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on
their behalf.
In order for a proxy appointment or instruction made
using the CREST service to be valid, the appropriate
CREST message (a “CREST Proxy Instruction”)
must be properly authenticated in accordance with
Wireless House, Westfield Industrial Estate,
Euroclear UK & Ireland Limited’s specifications and
Midsomer Norton, Bath BA3 4BS
must contain the information required for such
Registered in England and Wales No. 05459678
instructions, as described in the CREST Manual.
Notice of Annual General Meeting (continued)
NOTES
1. A shareholder is entitled to appoint another person as
that shareholder’s proxy to exercise all or any of that
shareholder’s rights to attend and to speak and vote
The message, regardless of whether it constitutes
the appointment of a proxy or an amendment to the
instruction given to a previously appointed proxy must,
in order to be valid, be transmitted so as to be received
by the Company’s agent by the latest time for receipt
of proxy appointments set out in paragraph 3 above.
at the Annual General Meeting. A shareholder may
For this purpose, the time of receipt will be taken to
appoint more than one proxy in relation to the Annual
be the time (as determined by the timestamp applied
General Meeting, provided that each proxy is appointed
to the message by the CREST Applications Host)
to exercise the rights attached to a different share
or shares held by that shareholder. A proxy does not
need to be a shareholder of the Company. If you are
from which the Company’s agent is able to retrieve
the message by enquiry to CREST in the manner
prescribed by CREST. After this time any change of
appointing more than one proxy you will need to state
instructions to proxies appointed through CREST
clearly on each form of proxy the number of shares in
should be communicated to the appointee through
relation to which the proxy is appointed, and ensure
other means. CREST members and, where applicable,
their CREST sponsors or voting service providers
47
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC should note that Euroclear UK & Ireland Limited does
the rights of any person to attend or vote at the
not make available special procedures in CREST for
Annual General Meeting.
any particular messages. Normal system timings and
limitations will therefore apply in relation to the input
of CREST Proxy Instructions. It is the responsibility
of the CREST member concerned to take (or, if the
CREST member is a CREST personal member or
sponsored member or has appointed any voting
service provider(s), to procure that his CREST sponsor
or voting service provider(s) take(s)) such action as is
necessary to ensure that a message is transmitted
by means of the CREST system by any particular
time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of
the CREST Manual concerning practical limitations of
the CREST system and timings.
The Company may treat as invalid a CREST
Proxy Instruction in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
5. Pursuant to regulation 41 of the Uncertificated
Securities Regulations 2001 (as amended), only those
shareholders included in the register of members of
the Company at 6.00 p.m. on 19 September 2022
being the time not less than 48 hours before the time
fixed for the meeting or, if the meeting is adjourned,
in the register of members at 6.00 p.m. on the day
which is two days before the day of any adjourned
meeting, will be entitled to attend and to vote at the
Annual General Meeting in respect of the number
of shares registered in their names at that time.
Changes to entries on the share register after
6.00 p.m. on 19 September 2022 or, if the meeting
is adjourned, in the register of members after 6.00 p.m.
on the day which is two days before the day of any
adjourned meeting, will be disregarded in determining
6. In order to facilitate voting by corporate representatives
at the meeting, arrangements will be put in place at the
meeting so that:
a) if a corporate shareholder has appointed the
chairman of the meeting as its corporate
representative with instructions to vote on a poll
in accordance with the directions of all of the other
corporate representatives for that shareholder
at the meeting, then on a poll those corporate
representatives will give voting directions to the
chairman and the chairman will vote (or withhold
a vote) as corporate representative in accordance
with those directions; and
b) if more than one corporate representative for
the same corporate shareholder attends the
meeting but the corporate shareholder has not
appointed the chairman of the meeting as its
corporate representative, a designated corporate
representative will be nominated, from those
corporate representatives who attend, who will vote
on a poll and the other corporate representatives
will give voting directions to that designated
corporate representative. Corporate shareholders
are referred to the guidance issued by the Institute
of Chartered Secretaries and Administrators on
proxies and corporate representatives –
www.icsa.org.uk – for further details of this
procedure. The guidance includes a sample form
of representation letter if the chairman is being
appointed as described in (a) above.
7. As at 27 July 2022, being the latest practicable
date prior to the publication of this document,
the Company’s issued share capital consists of
180,676,939 ordinary shares of 0.1 pence each
with each share carrying the right to one vote.
48
EXPLANATORY NOTES
FOR SHAREHOLDERS
The notice of the Annual General Meeting of
the Company, to be held at 11.00 a.m. on
21 September 2022, is set out on pages
46–48 of the annual report and accounts.
The following notes provide an explanation
as to why the resolutions set out in the
notice are to be put to shareholders.
Resolutions 1 to 7 are ordinary resolutions.
These resolutions will be passed if more
than 50% of the votes cast for or against
are in favour.
RESOLUTION 1
DIRECTORS’ REPORT AND
AUDITED ACCOUNTS FOR YEAR
ENDED 31 MARCH 2022
RESOLUTIONS 4 ,5 & 6
DIRECTORS’ REAPPOINTMENT
Richard Hurd and Simon Barrell will retire at this
year’s Annual General Meeting and offer themselves
for re-election.
In accordance with the Company’s articles, Jean-
Francois Bonnin will stand for appointment, following the
announcement of his appointment on 4 February 2022.
RESOLUTION 7
AUTHORITY TO ALLOT SHARES
The Companies Act 2006 provides that the directors
may only allot shares or grant rights to subscribe for
or to convert any security into shares if authorised
by shareholders to do so. Resolution 7 will, if passed,
authorise the directors to allot shares up to a maximum
nominal amount of £60,226.
It is accordingly proposed that the directors be granted
general authority at any time prior to the date falling
The directors are required by the Companies Act 2006 to
15 months after the passing of the resolution, or, if
present to the shareholders of the Company at a general
earlier, at the conclusion of the Annual General Meeting
meeting the audited accounts and the reports of the
in 2023, to allot shares up to an aggregate nominal
directors and auditors for the year ended 31 March 2022.
amount of £60,226, which represents an amount which
The report of the directors and the audited accounts
is approximately equal to one-third of the issued ordinary
have been approved by the directors, and the report of
share capital of the Company as at the date of the notice
the auditors has been approved by the auditors, and both
of Annual General Meeting. Passing this resolution will
reports are contained in the Company’s Annual Report
give the directors flexibility to act in the best interests of
and Accounts.
RESOLUTION 2
REAPPOINTMENT OF AUDITORS
The Companies Act 2006 requires that auditors be
appointed at each general meeting at which accounts
are laid, to hold office until the next such meeting.
This resolution seeks shareholder approval for the
reappointment of Nexia Smith & Williamson Audit
Limited. The Audit Committee keeps under review
the independence and objectivity of the external
auditors. After considering relevant information the
Audit Committee recommended to the board of
directors that Nexia Smith & Williamson Audit Limited
be reappointed. This resolution proposes the
Reappointment of Nexia Smith & Williamson
Audit Limited as auditors of the Company.
RESOLUTION 3
AUDITORS’ REMUNERATION
This resolution gives authority to the directors to
determine the remuneration of Nexia Smith & Williamson
Audit Limited as auditors of the Company.
shareholders, when opportunities arise, by issuing new
shares. The directors have no current plans to make use
of this authority.
Resolution 8 is a special resolution. This resolution
will be passed if not less than 75% of the votes cast
for and against are in favour.
RESOLUTION 8
DISAPPLICATION OF
PRE-EMPTION RIGHTS
The Companies Act 2006 requires that, if the Company
issues new shares, or grants rights to subscribe for or
to convert any security into shares, for cash or sells
any treasury shares, it must first offer them to existing
shareholders in proportion to their current holdings.
If passed, resolution 8 will authorise the directors to issue
shares for cash and/or sell shares from treasury (if any are
so held) up to an aggregate nominal amount of £18,068
(representing approximately 10% of the Company’s issued
share capital as at the date of the notice of Annual General
Meeting) without offering them to shareholders first, and
will also modify statutory pre-emption rights to deal with
legal, regulatory or practical problems that may arise on
a rights or other pre-emptive offer or issue. If passed, this
authority will expire at the same time as the authority to
allot shares given pursuant to resolution 7. The Company
does not at present hold any shares in treasury.
49
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLCANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC NOTES
50
ANNUAL REPORT AND FINANCIAL STATEMENTS | 2022SRT MARINE SYSTEMS PLC HEAD OFFICE
SRT MARINE SYSTEMS PLC
WIRELESS HOUSE
WESTFIELD INDUSTRIAL ESTATE
MIDSOMER NORTON
BATH, BA3 4BS
ENGLAND, UK
CONTACT
+44 (0)1761 409 500
+44 (0)1761 410 093
INFO@SRT-MARINE.COM
T
F
E
REGISTERED NUMBER: 05459678