Final Results

1 July 2025

("Windar" or the "Company")

Final Results

Windar Photonics plc (AIM:WPHO), the technology group that has developed a LiDAR assisted Monitoring and Optimisation solution across multiple wind turbine platforms, is pleased to announce the issue and posting of its results for the 12 months ended 31 December 2024 and a notice convening the Company's 2025 Annual General Meeting ("AGM"). These documents will shortly be available for viewing on the Company's website (www.windarphotonics.com) and will be posted to shareholders later today.

Highlights

Financial:

· Revenue recognised in the year of €4.6m vs prior year revenue of €4.8m,

· Record product shipments of value €5.8m with €1.2m recognised as revenue in FY25

· EBITDA (before share based payments and exceptional expenses) of €-0.5m (2023: €0.2m)

· Loss for the year of €0.9m (2023: €0.2m loss)

· Basic loss per share: €0.011ps (2023: loss €0.003ps)

· Completed £5.5m equity placing in December 2024 which followed the £4.4m placing in April 2024, as a result:

o The Group had cash reserves of €7.1m (as at 31 Dec 2024)

o The Group has sufficient capital to increase investment in people, manufacturing and technology to support the expected step change in revenue growth from 2025 and beyond

Operational:

· The Company's industry profile increased significantly in 2024, arising from

o An initial $1.3m breakthrough order from a new customer in North America comprising both hardware and first sales of Nexus software

o A follow -on order of $2.5m for delivery to the North American market

Significant progress extending the sales pipeline beyond V82 turbines following successful trials on other platforms utilising Windar's unique WindTimser integration software

The successful launch of the Windar Nexus OS software suite in 2024 is now being followed up with further modules delivering full Turbine Performance Monitoring ('TPM') capability

Software and TPM combined with continued hardware evolution provide opportunity for recurring revenue model

Scaling the business to meet customer demand:

· Relocation of main production and R&D facilities to a new larger site in Ishoj Denmark, enabling a quintupling of production capacity

· Expanding sales capability in the US and Europe with the recruitment of senior sales personnel

· Welcomed Soren Karles Belmar as CFO of Windar Photonics A/S and Group CFO Designate in June 2025

· Established a new external advisory board, comprising three distinguished experts from the wind energy industry in April 2025

Trading in 2025:

· The uncertainty surrounding the timing of new orders in North America has increased reflecting the broader macroeconomic backdrop where some customers are pausing to allow current tariff volatility to pass. Nonetheless the Group is expecting to announce a substantial order from this region in the near future and we remain optimistic for the North American market

· Product cost reductions of approximately 7% delivered to offset the impact of currency fluctuations and tariff increases

· The Group has obtained new test orders on several turbine platforms in Europe, Japan and China and is confident of obtaining its first V82 farm rollout in Australia

Outlook

We entered 2025 in a strong position, supported by a solid forward orderbook and a growing pipeline of opportunities accentuated by the recent Cleanpower exhibition in Pheonix and driven by a high level of interest in our products from independent wind power producers. While the North American market, a key region for us, is showing increased caution due to tariff uncertainty, overall demand for our solutions remains strong. As the simple proposition of increasing power output and extending turbine lifespan with a return after just two years, is proving highly attractive and therefore, despite some customer caution in both North America and China, we will still deliver a significant increase in revenues during 2025 compared to 2024.

Furthermore, with a significantly enhanced balance sheet following two successful Placings, we are investing now in developing our team, our manufacturing footprint and technologies so we can best deliver on our exciting growth prospects.

For further information, please contact:

Notes to Editors:

Windar Photonics plc is a technology group that has developed Light Detection and Ranging ("LiDAR") optimisation systems for use on electricity generating wind turbines. LiDAR wind sensors in general are designed to remotely measure wind speed and direction.

Visit our website for further information: https://www.windarphotonics.com/

Chairman's Statement

Whilst the commercial progress made by the Group in 2024 was significant the strategic development of the Group during the year and subsequent to the period end will be more significant in ensuring delivery of the Group's potential and addressing the structural constraints to growth evident in our markets and internally.

The Group entered 2024 having secured a significant breakthrough order in North America but subject to working capital constraints and revenue predictability challenges arising from the inevitable consequences of being dependant on a small number of large orders.

The oversubscribed £4.4m equity placing completed in April 2024 resolved the Group's working capital constraints allowing it to confidently pursue delivery of its existing business model of the sale of LiDAR units delivering the targeted 2-4% power output gains from wind-turbines.

The launch of the first modules of our Nexus software platform in mid-2024 represented the first step in our strategy to provide a range of turbine management software solutions - providing customers with the ability to monitor and manage individual turbines and entire turbine farms more efficiently, improving power out-put, reducing turbine maintenance costs and increasing turbine operative lifespan. This strategy provides the Group with the ability to achieve growth through a predictable recurring revenue model - also giving it the opportunity to offer customers both capital or revenue expenditure solutions.

The gradual implementation of this recurring revenue model requires incremental capital commitment from the Group and as such we completed a second oversubscribed equity placing of £5.5m in December 2024.

Whilst in 2024 the Group continued to be impacted by the challenges of accurately predicting the timing of a small number of individually very large (for the Group) orders the development of the initial modules of our software solutions combined with the support of investors in providing the capital required for delivery allowed the Group to end 2024 with excitement and confidence. Whilst a single order of value €1.25m, that was shipped in December 2024 and that would have resulted in full year revenue growth of 23.7% will be recognised as revenue in 2025, the progress made, including our first software derived revenue is highly encouraging.

That progress made in 2024 has allowed the Group to significantly increase its profile and credibility within the global wind and renewables industry. We were delighted to welcome Tove Feld as an advisor to the Group in late 2024 as a first step towards the establishment of an Advisory Board of influential Industry experts. This Advisory Board will be Chaired by Tove, who brings over 30 years' experience in the energy and infrastructure sector, joined by Bo Birkemose and Carsten Westergaard together bringing extensive global industry experience. This is a significant step forward for the Group and we welcome our new colleagues.

In last year's report I mentioned two Board changes that occurred early in the year under review, the unexpected tragic loss of Johan Blach Petersen in April 2024 and Gavin Manson joining the Board in February 2024. Gavin's experience in financial leadership was instrumental in our successful capital raises in 2024 and in developing our financial management and reporting. The Board has been further strengthened in 2025 by the appointment of Andreas Berg Nielsen as a Non-Executive Director. Andreas brings extensive industry experience in the wind and renewables industry and is currently Vice President, KK Wind Solutions.

Whilst conscious of the need to balance delivery with cost control, in order to successfully deliver the opportunity presented by our pipeline of global sales opportunities we are actively developing our sales capability in the US and Europe and in June 2025 welcomed Soren Belmar as CFO of Windar Photonics A/S and Group CFO Designate.

Finally, I am pleased to report that the Group will be relocating its main production, R&D and administrative operations to a new and cost-effective site in Ishoj, Denmark in July 2025. This move will significantly increase production capacity as well as improving operating efficiency.

The activities referred to above leave the Group well positioned to deliver growth through conversion of sales opportunities across the globe on multiple wind turbine platforms. The Board believe that the opportunity is huge and that whilst there is much to do - the Group is now well positioned for consistent delivery. As such we face the future with confidence.

Outlook 

We entered 2025 in a strong position, supported by a solid forward orderbook and a growing pipeline of opportunities accentuated by the recent Cleanpower exhibition in Pheonix and driven by a high level of interest in our products from independent wind power producers. While the North American market, a key region for us, is showing increased caution due to tariff uncertainty, overall demand for our solutions remains strong. As the simple proposition of increasing power output and extending turbine lifespan with a return after just two years, is proving highly attractive and therefore, despite some customer caution in both North America and China, we will still deliver a significant increase in revenues during 2025 compared to 2024.

Furthermore, with a significantly enhanced balance sheet following two successful Placings, we are investing now in developing our team, our manufacturing footprint and technologies so we can best deliver on our exciting growth prospects.

That progress in 2024 has allowed us to put in place the infrastructure and resource necessary to deliver the significant opportunities open to the Company. Whilst 2025 will be a transitionary year we anticipate further progress ahead of material growth in the years to come.

30 June 2025

David George Lis

Chairman

STRATEGIC REPORT

The Directors present their Strategic Report and the audited financial statements for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES OF THE GROUP

Windar Photonics is a technology Group that has developed LiDAR wind sensors and a related software suite designed to efficiently and cost effectively increase the power output and reduce the lifetime operating costs of electricity generating wind turbines. LiDAR wind sensors in general are designed to remotely measure wind speed and direction.

The Group's key physical products are the WindEYE™ and WindVISION™ sensors which measure the wind speed at different measuring points by scanning a laser beam ahead of the wind turbine. By measuring the wind speed a variety of wind information is derived such as wind direction, turbulence, wind shear, wind gust and wake detection. The products and various algorithms are designed for the general optimisation of wind turbines both in respect of increasing the Annual Energy Production and general load reduction options.

The Group has recently developed and implemented the first phase of its Nexus software platform to support the data driven management of the improvement of performance of individual wind turbines and in future turbine farms.

REVIEW OF THE BUSINESS

The Chairman's Statement on page 3 and 4 includes a general review of the Group's business for the year.

FUTURE DEVELOPMENTS IN THE BUSINESS

Our customers, Independent Power Producers (IPPs) and Wind Park Operators are primarily interested in general optimisation of existing wind turbines thereby potentially increasing power output, reducing maintenance costs and extending turbine life. One method of achieving increased power output is by optimisation of the yaw alignment of the wind turbine, meaning that the wind turbine is better facing the wind. This can be obtained by fitting a LiDAR wind sensor such as the WindEYE™ sensor. To allow our customers to better understand the performance of individual turbines and entire windfarms Windar Photonics has developed its Nexus Turbine Optimisation and Monitoring software solutions. Windar will continue to sell its LiDAR hardware solutions but will increasingly offer customers the ability to truly understand the performance of individual turbines and entire farms. This will allow operators to optimise power output, reduce maintenance costs, extend turbine life and ultimately understand the factors influence windfarm design for future implementations. The provision of these material value add ongoing services to our customers will allow Windar to grow through a combination of transactional LiDAR sales and the provision of ongoing services through software licensing and software enabled Turbine Optimisation and Monitoring services.

The capital raised by the Group in 2024 will:

1. Allow fulfilment of the existing baseline LiDAR sales opportunity without capital constraint

2. allow the Group to continue to develop further value enhancing modules within its Nexus software platform and meet the capital and working capital requirements of a gradual transition to commercial model focussed on recurring and predictable revenue and highly attractive returns.

3. Develop its sales resource in the US and European markets to deliver the very significant opportunities available across multiple turbine platforms and geographies

4. Develop its infrastructure to enable the appointment of a focussed CFO and the relocation to new premises - materially increasing production capacity and improving efficiency and communication

Windar's sales progress in 2024 was impacted by delayed recognition of a €1.25m order shipped in December but not recognised until 2025. This left 2024 revenue at €4.5m, down from €4.8m in the prior year. The significant orders from a new North American customer in April 2024 and December 2024 totalling $3.7m represented not only a material breakthrough in the North American market but also market the first significant software revenue. It was particularly positive to get the larger December order following implementation and demonstration of the benefits of the LiDAR units and Nexus software from the April order.

As well as including the sale of a number of WindVISION sensors as noted above the North American orders also marked the first revenue from services related to our Nexus software platform. This platform will increasingly be the foundation for future developments in the provision of enhanced services giving clients with our WindEYE and WindVISION products the opportunity to realise performance improvements beyond the core wind alignment benefits from installation of our hardware. The data and benefits from utilising current and future Nexus Turbine Optimisation and Monitoring software modules will optimise alignment, operating hours, planned maintenance and operating life of individual turbines as well as incremental benefits from the consolidation of data and response across wind farms.

GROUP RESULTS AND DIVIDENDS

In the year ended 31 December 2024, Windar Photonics achieved revenue of €4.6 million (2023; €4.8 million) from sales of WindEYETM and WindVISIONTM sensors and related services which represent a revenue decrease of 4.3% from 2023. The total gross profit for the year amounted to €2.5 million (2023; €2.4 million) representing an increase of 7% from the prior year.

The Group loss for the year before taxation and exceptional expenses increased to €1.1 million (2023: €0.4 million).

No dividends are payable for the year under review (2023: No dividends payable).

CAPITAL INCREASE

In April 2024, the Group raised £4.4m of capital through the issue of 12,631,426 Ordinary Shares at an undiscounted price of 35p per share. The Capital was raised in order to provide the Group with the working capital necessary to satisfy demand for its products and increased balance sheet strength. In December 2024 the Group raised a further £5.9m through the issue of 14,750,000 Ordinary Shares at the undiscounted price of 40p per share. This December issue marked the final opportunity for the Company to raise capital utilising EIS / VCT eligibility. The proceeds of this issue are intended to give the Company the balance sheet strength necessary to enable the development of recurring revenue business streams.

PRINCIPAL RISKS AND UNCERTAINTIES

Sales cycle and product acceptance

As with many large projects the successful addition of a client and the successful installation of the Group's product for a potential client can entail a long sales cycle, which often also involves protracted negotiations and meeting detailed technical specifications and requirements, the length of which may adversely affect the Group's financial situation and cash flow and increase project costs. Furthermore, there can be no guarantee that the commencement of such negotiations will result in successful addition of a client and, as such, significant time may be spent, and expense may be incurred without return for the Group.

As the Group increases its presence in the market and is undertaking projects with IPP, Wind Farm Operators and OEMs the sales cycle risk is reduced, as there are more potential clients, and the non-conversion of any potential client is less of a risk to the business. As the Group continues to grow this risk will become a normal trading risk.

Products and services failure

Quality is critical to the Group's business solution. While the Group's technology is complete and extensive security and scalability testing has been carried out, a major system defect, due to design mistake or technology failure could impact upon current and future customer demand. This may lead to adverse press and market commentary damaging the reputation of the Group and require rectification costs and/or claims against the Group. Further, all sales made by the Group are made with a two-year warranty with the first sale having been made in the fourth quarter of 2013. No major claims have been made under such warranties, and the Group has worked with its customers to enhance the installations on site to date but there can be no assurance that the Group will not incur significant liabilities in satisfying warranty claims in the future.

The Group has not had to initiate a product recall. However, it may be exposed to product recalls if its products are faulty or if regulations are breached. If the Group must recall products, it may incur significant and unexpected costs and damage to its reputation. The Group has implemented quality control procedures to mitigate this risk.

Reliance on suppliers

The substantial part of subcomponents that are assembled into the WindEYE™ and WindVision™ sensors are manufactured and supplied by third parties. It may be difficult to replace any of these subcomponents if there was an interruption in the supply, consistency, quality or timely delivery or an increase in costs above the forecast levels, which could adversely affect the Group's operating results or harm its reputation. Any such interruption where the Group is unable to locate and engage an alternative within a reasonable time and at an acceptable cost may result in the Group being unable to offer its services or products or a material interruption in the provisions of its services or products, which in turn may have a material adverse effect on the Group's business and prospects.

Other commercial factors

The Group is still in an early business cycle stage and now entering the next higher growth cycle means that the Group will be exposed to a higher concentration of single customers and/or contracts. In 2024 this was illustrated by the fact that 3 customers accounted for 87.8% of the annual Group revenue (2023: 2 customers, 55%). Our sales pipeline of potential new orders is expected to significantly reduce concentration in the medium term. The Group is aware and is paying attention to the potential commercial risk this development brings. One of the ways to mitigate this risk going forward is to continue to focus strongly on both ongoing, but just as important, new OEM projects with the view over time to developing a broader customer base.

Being in an early business cycle the Group has been dependent on financing the business through placing of shares in the market primarily to finance annual losses generated in the Group. The Group is aware of the risks associated with being dependent on such capital sources. The focus in the Group to mitigate this risk is to arrive at a position where any potential future share placings primarily will be needed for financing of working capital and not financing of annual losses. Following the December 2024 share issue, no further issues are anticipated.

Reliance on key personnel

The Company's future success is substantially dependent on the Group's ability to attract, train, motivate and retain key management, commercial and technical personnel with the necessary skills and experience. There is no guarantee that the Group will be successful in attracting and/or retaining key personnel. The loss of any of these key personnel for whatever reason may have a material adverse effect on the future of the Company's business.

Confidentiality

In order to protect its proprietary technology and processes, the Group relies on confidentiality agreements with employees, licensees, independent contractors and other third parties. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of disclosure of confidential information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of the Group's proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect the Group's competitive business position.

SECTION 172 OF THE COMPANIES ACT 2006

The Directors are well aware of their duty under Section 172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) to:

• the likely consequences of any decision in the long term;

• the interests of the Company's employees;

• the need to foster the Company's business relationships with suppliers, customers and others;

• the impact of the Company's operations on the community and the environment;

• the desirability of the Company maintaining a reputation for high standards of business conduct; and

• the need to act fairly between members of the Company.

The Board recognises that the long-term success of the Group requires positive interaction with its stakeholders. Positive engagement with stakeholders will enable our stakeholders to better understand the activities, needs and challenges of the business and enable the Board to better understand and address relevant stakeholder views which will assist the Board in its decision making and to discharge its duties under Section 172 of the Companies Act 2006. The comprehensive interaction with stakeholder incorporates among others regulatory announcements as well as direct communication between Shareholders and the Board.

In Windar Photonics, we set an honour in building long-term corporate relationships, with both suppliers, customers and development partnerships, which has been an essential part, since the incorporation of the Group and is still today a fundamental part of our progress.

One of the biggest assets in Windar Photonics PLC is our team members. Their hard work and personal commitment are highly valued and is the cornerstone for the continued positive future journey for the Group. We will continue to ensure the well-being, embraced their ambitions and empower them, as an essential part of our Group. 

KEY PERFORMANCE INDICATORS

The Group considers the revenue, the EBITDA development, cash balances, levels of debt, and employee numbers as the current key performance indicators of the business as it has been in a start-up phase.

Revenue for the year was €4.6 million (2023: €4.8 million) representing a decrease of 4.3% and Gross Profit showed an increase of 7%.

EBITDA representing the loss from operations before exceptional expenses and adding back the depreciation and amortisation charges of €0.3 million (2023: €0.2 million), amounted to a loss of €0.5 million (2023: €0.1 million).

At 31 December 2024 the Group had cash balances of €7.1 million (2023: €0.2 million).

Trade receivables at the end of the year increased to €4.3 million (2023: €0.5 million).

The Group's loans at 31 December 2024 amount to €1.4 million (2023: €1.8 million) of which €0.6 million (2023: €0.5 million) is classified as current.

Employee numbers at 31 December 2024 were 29 (2023: 29).

BY ORDER OF THE BOARD ON 30 JUNE 2025

Jorgen Korsgaard Jensen

Director

DIRECTORS' REPORT

The Directors present their report and the Financial Statements for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

The future developments for the Group are discussed in the Chairman's Statement and the Strategic Report.

GROUP RESULTS AND DIVIDENDS

The Group results and dividends are shown in the Strategic Report.

DIRECTORS

The Directors of the Company during the year were:

Jørgen Korsgaard Jensen

Johan Blach Petersen (resigned on 9 April 2024)

Paul Joseph Hodges

Andrew John Richardson

David George Lis

Gavin Maxwell Manson (appointed on 14 February 2024)

Andreas Berg Nielsen (appointed on 9 June 2025)

DIRECTORS' INTERESTS

SIGNIFICANT SHAREHOLDERS

Shareholders who have notified the company of shareholdings in excess of 3% as at 31 December 2024 and at 17 June 2024 are as follows:

DIRECTORS' BIOGRAPHIES 

David George Lis (Non-Executive Chairman), aged 75

David George Lis is an experienced non-executive director within investment and fund management. David joined Norwich Union Investment Management in 1997 (later merging to form Aviva Investors), before becoming Head of Equities in 2012 and latterly Chief Investment Officer, Equities and Multi Assets, until his retirement in March 2016. David is currently the Chairman of WildLife Group Limited, the Senior Independent Director of Melrose Industries plc and Hostmore Plc and a Non-Executive Director of Dowgate Capital Limited. He has previously held the position of Senior Independent Director of Electra Private Equity plc as well as being a non-executive director of BCA Marketplace plc and the Multifamily Housing REIT plc.

Jørgen Korsgaard Jensen (Chief Executive Officer and Founder), aged 62

Jørgen Korsgaard Jensen is an expert in optical technology solutions and has been involved in Research & Development projects in the field of optical technology in collaboration with the Danish Technical University, DTU for more than twenty years. Prior to that he held leading positions in international companies with responsibilities for strategy, finance, purchasing and logistics. He is the chief executive and founder of OPDI Technologies A/S, which is a technology incubator company focused on development of opto/electronic sensors primarily for consumer electronic products.

The businesses of Windar Photonics and WaveTouch Group Limited were both initially created by, and are derived from businesses within OPDI Technologies A/S.

Paul Joseph Hodges, aged 65

Paul Joseph Hodges has had a career in the City of London, spanning 40 years, as an investment analyst, stockbroker and corporate financier. During this period, Paul has held prominent roles at S G Warburg, James Capel, Schroder Securities, Collins Stewart and Cenkos plc. Paul was a founding partner of Cenkos, a main board director and a central figure in the firm's landmark deals. He now acts as an independent consultant. Paul has a B.Sc(Economics) degree in Econometrics from the London School of Economics and a M.Sc degree in Management Science from Imperial College, London.

Andrew John Richardson, aged 60

Andy is a non-executive chairman, director and board advisor who helps businesses to achieve success. Andy has a wealth of expertise across a range of organisations at CEO, Chair and non-executive levels, including having been Chairman of Rubicon Partners Industries, CEO of Arc Specialist Engineering Limited and CEO of Metalrax Group Plc. He has a strong track record in business transformation, scale-up and international development in quoted, private equity and family office ownership structures. He has a demonstrated history of success internationally in the manufacturing sector including Automotive, FMCG, Medical Devices, Aerospace, Off-Highway, Engines, Consumer Products, Safety Products, Building Products. Andy was educated at Cambridge University holding two degrees, M.A. and M.Eng. Andy loves helping people to succeed.

Gavin Maxwell Manson, aged 59Gavin Manson is an experienced non-executive director and CFO. He is currently CFO of agriculture and engineering group Carr's Group plc and is a Non-Executive Director of healthcare group Meallmore Ltd. He was previously Chairman of Hostmore plc until June 2023 and between 2016 and 2022 was Chief Financial and Operating Officer of Electra Private Equity PLC having previously held senior finance positions in a number of listed companies including Thomas Cook Group plc, Premier Farnell plc and Merck KGaA.

Andreas Berg Neilsen, aged 46

Andreas brings close to two decades of global leadership experience in the wind energy sector, with a proven track record in business development, strategic expansion, and commercial excellence across both European and North American markets.Currently Vice President at KK Wind Solutions, Andreas played a key role in the company's North American expansion and the integration of key business units. He has also held senior roles at Siemens Gamesa Renewable Energy, where he successfully led cross-functional teams, drove revenue growth, and built strong client relationships. Andreas brings extensive expertise across the wind energy value chain and is actively involved in networks across the renewable energy sector.

DIRECTORS' REMUNERATION

The value of all elements of remuneration received by each Director in the year was as follows:

* During the year a company associated with Gavin Manson received fees of €113,266 in respect of services provided to the Company for the consultancy fees during the year. These fees were determined on an 'arms length' basis.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The Company has put in place qualifying third party indemnity provisions for all of the directors of Windar Photonics Plc.

FINANCIAL INSTRUMENTS

Currency

The Group reports its revenues and costs in EUR, whilst some of these revenues and costs may arise in currencies other than this including, inter alia US Dollars, Pounds Sterling, Chinese Yuan and Danish Krone. As a result, the Group is exposed to risks associated with fluctuations in foreign currency exchange rates, which may adversely affect the Group's reported profits or make its overseas contracts relatively less valuable. In particular, customers are invoiced in their local currency rate, which may in the future give rise to material currency exposure risks. The Group does not currently engage in any currency hedging although as the business expands and foreign currency exposure increases the Group will consider options to mitigate the exposure to foreign currency movements.

Liquidity risk

Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, the Group finances its operations through a mix of equity and borrowings. The Group's objective is to provide funding for future growth and achieve a balance between continuity and flexibility through its bank facilities and future intergroup loans.

The Board receives cash flow projections on a regular basis as well as information regarding cash balances. At the end of the financial year these projections indicated that the Group is expected to have sufficient liquid resources for a period of at least twelve months from the date of signing of these financial statements, to meet its obligations. Accordingly, the Board has adopted the going concern basis. See note 3 for further details.

Credit riskThe Group regularly reviews and assesses the trade receivables for impairment and considers the market risk in respect of the trade receivables. As the Group trades with a concentrated number of customers the Group has reviewed trade receivables on an individual basis. The Group has made a provision against overdue trade receivables of € Nil (2023: € Nil). The Group considers the followings events as indicators of an impairment:

· default of payments of the counterparty;

· financial difficulties of the counterparty;

· it's becoming probable that the counterparty enters bankruptcy or other financial reorganisation;

· granting to the counterparty a concession that the Group will not otherwise consider.

EMPLOYMENT POLICIES

The Group is committed to employee involvement in the business and there are consultative procedures available for management and other employees to discuss matters of mutual interest.

The Group has a policy of non-discrimination in respect of sex, colour, religion, race, nationality or ethnic origin and the recruitment of disabled persons is only subject to any overriding consideration of access and safety.

TREASURY POLICY

The Group has adopted formal treasury policies to control its financial instruments. It is a Group Treasury policy not to undertake transactions of a speculative nature. Group cash flows are managed centrally, and surplus cash is invested in short-term financial instruments.

Compliance with these policies is monitored by the Board.

RESEARCH AND DEVELOPMENT

The Group continues to undertake R&D into LiDAR technology. During the year the Group spent €1,567,985 (2023: €1,517,237) on R&D of which €573,093 (2023: €493,436) has been capitalised as an intangible asset as shown in note 17 to the financial statements.

The Group has received public Research and Development Grants of €29,894 (2023: €165,223) in respect of the capitalised research and development. At the end of the year, 2 development projects are ongoing which are supported by public Research and Development Grants and outstanding grants which can be claimed in the coming two years amount to €nil (2023: €51,127).

GOING CONCERN

The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. Further expansive description can be found in Note 3.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Director's Report, the Corporate Governance Statement 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 company financial statements in accordance UK-adopted international accounting standards ("IFRS"). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and company and of the profit or loss of the Group for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. 

In preparing these financial statements, the directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and accounting estimates that are reasonable and prudent;

· state whether the Group and Parent Company financial statements have been prepared in accordance with IFRSs as adopted by the United Kingdom, 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.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the requirements of 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.

WEBSITE PUBLICATION

The directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Group's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the company's website is the responsibility of the directors. The directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

AUDIT INFORMATION

The directors who were in office on the date of approval of these financial statements have confirmed, as far as they are aware, there is no relevant audit information of which the Group's auditor is unaware.

Each of the directors have confirmed that they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Group's auditor is aware of that information. 

AUDITORS

Gravita Audit Limited has indicated that it will not seek re-appointment as the company's auditor at the forthcoming Annual General Meeting as, following a business reorganisation, its audit services will be provided another Gravita company. A resolution to appoint Gravita Audit II Limited as the company's auditor will be proposed at the forthcoming Annual General Meeting.

BY ORDER OF THE BOARD ON 30 JUNE 2025

Jorgen Korsgaard Jensen

Director

CORPORATE GOVERNANCE STATEMENT

The Group has elected to follow the QCA guidelines in respect of Corporate Governance, which is also published on the Company's website.

In common with other organisations of a similar size, the Executive Director is heavily involved in the day-to-day running of the business. The Board of Directors meets regularly and is responsible for formulating strategy, and for the trading subsidiaries, monitoring financial performance and approving major items of capital expenditure. All Directors have access to the advice and services of the Company Secretary.

BOARD OF DIRECTORS

The Board includes a minimum of three Non-Executive Directors. The Board has scheduled meetings every second month for each year and others as required. The Board retains full responsibility for the direction and control of the Group. No strategic powers have been delegated and for these reasons the Board did not have, during the year, a formal schedule of matters specifically reserved to it.

There is currently no formal agreed procedure for Directors in the furtherance of their duties to take independent professional advice as necessary at the Company's expense.

NON-EXECUTIVE DIRECTORS

The appointment of Non-Executive Directors is a matter for the Board as a whole based on recommendations from the Nominations Committee. Although recommended by the Code, there is currently no formal selection process. The Non-Executive Directors have contracts for services for an unspecified period. Non-Executive Directors are subject to re-election every three years.

Terms and conditions of appointment of the Non-Executive Directors are available for inspection.

EXECUTIVE DIRECTORS

Directors are appointed by the Board of Directors but stand for election by the shareholders at the Annual General Meeting. The Executive Directors are subject to re-election every three years.

The Company holds board meetings regularly throughout the year. Eleven scheduled board meetings were held during the year, as well as two audit committee meeting, one remuneration committee meeting and one nomination committee meeting. Attendance by board members is shown below.

In the event that Board approval is required between Board meetings, Board members are emailed the details, including supporting information in order to make a decision. The decision of each Board member is communicated and recorded at the following Board meeting. Board members are aware of the time commitment required when joining the Board.

BOARD COMMITTEES

Audit Committee

During the year to 31 December 2024, the Audit Committee comprised Andrew John Richardson and Paul Joseph Hodges and was chaired by Andrew John Richardson. The Audit Committee meets at least once a year and is responsible for reviewing the annual and half-yearly financial statements, the system of internal controls and risk management, and the terms of appointment and remuneration of the auditor. It is also the forum through which the auditor reports to the Board. The Audit Committee is also responsible for reviewing the objectivity of the external auditor and the terms under which the external auditor is appointed to perform non-audit services.

The Group's auditor also attends the Audit Committee at its request and reports on its work procedures, the quality and effectiveness of the Group's accounting records and its findings in relation to the Group's statutory audit. The Audit Committee will meet with the auditor at least once a year.

During the year the committee worked with the Group auditors, on the findings of the 2024 audit as well as reviewing the company's full year results on behalf of the Board. It considered significant accounting policies, ensured compliance with accounting standards and considered reports from the external auditor on accounting topics of a judgemental nature requiring attention. The Committee, where necessary will have had separate discussions with the auditor without management being present on the adequacy of controls and any judgemental areas, as well as feedback on the audit.

Nomination Committee

The Nomination Committee comprises David George Lis, Andrew John Richardson and Paul Joseph Hodges and is chaired by David George Lis. It meets at least once a year and otherwise as required. The Nomination Committee considers the composition of the Board, retirements and appointments of additional and replacement directors and makes appropriate recommendations to the Board.

Remuneration Committee

The Remuneration Committee comprises Andrew John Richardson, Paul Joseph Hodges and Gavin Maxwell Manson (from his appointment on 14th February 2024) and is chaired by Paul Joseph Hodges. It meets at least once a year and is responsible for reviewing the scale and structure of the executive directors' remuneration and the terms of their service or employment contracts, including any share options granted and other bonus arrangements. The remuneration and terms and conditions of the Non-Executive Directors are set by the entire Board.

The remuneration committee has decided that the Executive Director should receive remuneration from 1st January 2024.

The Non-Executive Directors were awarded remuneration for their services during the year.

During the year no share options lapsed, and no new share options were granted during the year.

PERFORMANCE EVALUATION

There is currently no formal performance evaluation of the board, its committees, and its individual directors. A modus operandi for the evaluation of the board is currently under consideration but not implemented at the current stage of the Group's development, as the Group is still a fairly young and small business unit.

COMMUNICATION WITH SHAREHOLDERS

The Directors are available to shareholders at any time to discuss strategy and governance matters.

In addition, all Group announcements are published on the Group's website, together with financial results.

All shareholders have the opportunity to ask questions and express their views at the Company's Annual General Meeting, at which all Directors are available to take questions.

AUDIT AND INTERNAL CONTROL

The primary role of the Audit Committee is to keep under review the Group's financial systems and controls and its financial reporting procedures. In fulfilling this role, the Committee receive, and review work carried out by the external auditors and their findings.

The Board has overall responsibility for operating and monitoring the system of internal control within the Group and for monitoring its effectiveness. The system includes an on-going process for identifying, evaluating and managing significant business risks. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Group's system is designed to provide the directors with reasonable assurance that any material problems are identified on a timely basis and dealt with appropriately.

Guidance to Directors of UK Companies on internal control procedures and good practice on risk management is provided by the Financial Reporting Council.

The Audit Committee reviews the effectiveness of the internal controls on an annual basis on behalf of the Board and considers that they comply throughout the year ended 31 December 2024 with those provisions of the Code which they consider to be practicable and appropriate for a relatively small public company.

The key elements of the system, which are designed to meet the specific needs and business risks of the Group, include:

· clearly defined organisation structures with segregation of duties wherever practicable;

· agreement of Group short term financial objectives and business plans;

· quarterly review by the Board of Group management accounts and monitoring of results against budgets;

· Board control over treasury, taxation, legal, insurance and personnel issues;

· Board control over appraisal, review and authorisation of capital expenditure.

In common with organisations of similar size the Executive Director is heavily involved in the day to day running of the business. The directors believe that although the Group's controls may be slightly less formal than those of larger groups, the close involvement of the Executive Directors more than compensates for this.

The Board believes that it is not currently appropriate for the Group to maintain an internal audit function because of the small size of the Group.

The Audit Committee considers the independence and objectivity of the external auditor on an annual basis, with particular regard to non-audit services. The split between audit and non-audit fees for the year and information on the nature of the non-audit fees appear in note 9 to the financial statements. The non-audit fees are considered by the Committee not to affect the independence or objectivity of the auditor. The Audit Committee monitors such costs in the context of the audit fee for the year, ensuring that the value of non-audit services does not increase to a level where it could affect the auditor's objectivity and independence. The Audit Committee also received an annual confirmation of independence from the auditor.

CORPORATE GOVERNANCE STATEMENT

Windar Photonics plc - QCA Code

As Chairman of the Board of Directors of Windar Photonics plc ("Windar Photonics", "the Company" or "the Group" as the context requires), it is my responsibility to ensure that the Company has both sound corporate governance and an effective Board.

As Chairman, my responsibilities include leading the Board effectively, overseeing the Company's corporate governance model, communicating with shareholders, and ensuring that good information flows freely between the Executive Directors and the Non-Executive Directors in a timely and efficient manner.

In line with the AIM Rules, which require all AIM-listed companies to adopt and comply with a corporate governance code, the Board of Windar Photonics plc has adopted the Quoted Companies Alliance Corporate Governance Code (the "QCA Code").

The QCA Code states that "the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term."

It is the Board's responsibility to ensure that Windar Photonics plc is managed in the long-term interests of all shareholders and stakeholders in the business.

The Board believes a strong and effective corporate governance culture is critical in this respect as we endeavour to grow a resilient and sustainable business for the benefit of our shareholders and all stakeholders.

The Board considers that the Group complies with the QCA Code so far as it is practicable having regard to the size, nature and current stage of development of the Company, and will disclose any areas of material non-compliance.

The QCA code is constructed around 10 broad principles and the report below sets out how we comply with the code at this time. Compliance with the code will be reviewed and updated annually.

30 June 2025

David George LisChairman

Independent auditor's report to the members of Windar Photonics Plc

OPINION

We have audited the financial statements of Windar Photonics Plc (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Cash Flows, the Consolidated and Company Statements of Changes in Equity and the related notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards (IFRSs) and as regards the Parent Company Financial Statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

· the Group and Parent Company financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;

· the Group and Parent Company's financial statements have been properly prepared in accordance with IFRSs as adopted by United Kingdom;

· the Group and Parent Company's financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

CONCLUSIONS TO GOING CONCERN

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

The directors set out their basis of using the going concern basis in note 3. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Further explanation of the work we have performed for the evaluation of the director's assessment of the entity's ability to adopt the going concern basis of accounting is included in the Key Audit Matters section of this report.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.

· Carrying value of intangibles

· Carrying value of inter-company receivable (parent company only)

· Revenue recognition

· Going concern

These are explained in more detail below.

OUR APPLICATION OF MATERIALITY

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgment, we determined materiality for the Group financial statements as follows:

We agreed with the Directors that we would report to them misstatements identified during our audit above €3,450 (2023: €3,550) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

Based on our professional judgment, we determined materiality for the Company financial statements as follows:

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality has been set at 65% of overall materiality. The performance materiality was set at €44,850 for the Consolidated

Group and €16,250 for the Parent company. We determined performance materiality with reference to factors such as our understanding of the Group and its complexity, the quality of the control environment and ability to rely on controls and the low level of uncorrected misstatements in the prior year audit.

AN OVERVIEW OF THE SCOPE OF OUR AUDIT

As part of designing our audit we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas requiring the Directors to make significant judgements and estimates, for example in respect of the valuation of investment in subsidiaries, intangibles and inventory and considered future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.

How we tailored the audit scope

The UK operations and consolidation are accounted for from the UK. We conducted a full scope audit of the Group and key components whilst carrying out targeted audit procedures on non-significant components.

The Group financial statements are a consolidation of four companies, consisting of the parent company, an intermediate holding company, and two trading companies. The principal trading company is located in Denmark, while the other trading company is in Shanghai. The head office and main accounting location are in Denmark. Our Group audit scope focused on the Group's principal trading company, which, based on our risk assessment, we determined to be the only component within the group requiring a complete audit of its financial information due to its size. This audit was performed by BDO Denmark, with Gravita actively involved in reviewing their work, ensuring it met the necessary standards, and using it as part of our overall audit approach. The other trading company and the intermediate holding company were subject to analytical review and targeted audit testing on specific areas that were material or related to significant risks. This work was carried out by Gravita, alongside additional procedures performed at the Group level concerning the audit of the parent company, consolidation, and going concern. These reviews, including the work of BDO Denmark, provided the evidence we needed to form our opinion on the Group financial statements as a whole.

Audits of the subsidiary companies were performed at lower levels materiality compared to group materiality and determined by us to be appropriate to the relative size of the company concerned. As part of our audit strategy detailed group audit instructions were issued to the component auditor and the Group audit team reviewed the complete audit file for the main trading company. Virtual communications were used to verify certain aspects of our audit.

We have audited all components within the Group, and no unaudited components remain.

OTHER INFORMATION

The other information comprises the information included in the Annual Report, other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information. Our opinion on the Group and Parent Company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion, based on the work undertaken in the course of the audit:

· the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

· the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

In the light of the knowledge and understanding of the Group and the 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

· the Parent Company financial statements are not in agreement with the accounting records and returns; or

· certain disclosures of Directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors' responsibilities statement, the Directors are responsible for the preparation of the Group and Parent Company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the Group and Parent Company financial statements, the Directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

The extent to which the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

· the senior statutory auditor ensured the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

· we identified the laws and regulations applicable to the group through discussions with directors and other management.

· we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including taxation legislation, data protection, anti-bribery, employment, environmental, health and safety legislation and anti-money laundering regulations.

· we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence.

· identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit; and

· we assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

· making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

· considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

· performed analytical procedures to identify any unusual or unexpected relationships;

· tested journal entries to identify unusual transactions;

· assessed whether judgements and assumptions made in determining the accounting estimates set out in note 6 of the Group financial statements were indicative of potential bias;

· investigated the rationale behind significant or unusual transactions; and

· in response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

· agreeing financial statement disclosures to underlying supporting documentation;

· reading the minutes of meetings of those charged with governance;

· enquiring of management as to actual and potential litigation and claims; and

· reviewing correspondence with HMRC and the group's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of noncompliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

USE OF THIS REPORT

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Jan Charlesworth (Senior Statutory Auditor)

For and on behalf of

Gravita Audit Limited, Statutory Auditor

Aldgate Tower

2 Leman Street

London E1 8FA

…………………………

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

All activities relate to continuing operations.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the Board of Directors on 30 June 2025 and were signed below on its behalf by:

Jørgen Korsgaard Jensen, Director

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was €83,406 (2023 €202,052).

The financial statements were approved and authorised for issue by the Board of Directors on 30 June 2025, and were signed below on its behalf by:

Jørgen Korsgaard Jensen, Director

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

.

CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

1. General information

The Company is a public limited company domiciled in the United Kingdom and incorporated under registered number 09024532 in England and Wales. The Company's registered office is 85 Great Portland Street, London, W1W 7LT.

The Group was formed when the Company acquired on 29 August 2014 the entire share capital of Windar Photonics A/S, a company registered in Denmark through the issue of ordinary shares.

Basis of preparation

The consolidated financial statements comprise the consolidated financial information of the Group as at 31 December 2024 and are prepared under the historic cost convention, except for the following:

· Share-based payments and share option and warrant costs

The principal accounting policies adopted in the preparation of the financial information are set out below.

The financial statements have been prepared in accordance with UK-adopted International Accounting Standards ("IFRSs").

2. Adoption of new and revised International Financial Reporting Standards

New and amended standards adopted by the Group and Company.

Several amendments and interpretations apply for the first time in 2024.

New standards and interpretations

From 1 January 2024 the following became effective and were adopted by the Group and Company:

· Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements (effective 1 January 2024)

· Amendment to IFRS 16 - Lease Liability in a Sale and Leaseback (effective 1 January 2024)

· Amendments to IAS 1 - Classification of Liabilities as Current or Non-Current (effective 1 January 2024)

· Amendments to IAS 1 - Non-current Liabilities with Covenants (effective 1 January 2024)

Their adoption did not have a material effect on the Group or Company's loss for the year or equity.

New standards, amendments and interpretations issued but not yet effective and not early adopted

· Amendments to IAS 2 - Lack of Exchangeability (effective 1 January 2025)

· IFRS 18 - Presentation and Disclosure in Financial Statements (effective 1 January 2027)

· IFRS 19 Subsidiaries without Public Accountability (effective 1 January 2027)

It is not considered that the above standards and amendments will have a significant effect on the results or net assets of the Group or Company.

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group and Company.

3. Going Concern

The consolidated financial statements have been prepared assuming the Group will continue as a going concern. Under the going concern assumption, an entity is anticipated to continue in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.

Based on the Group's latest trading expectations and associated cash flow forecasts, taking into account the £5.9m capital increase in December 2024 the directors have considered the cash requirements of the Group on which basis the board is convinced the Company has sufficient cash flows for operations for the coming 12 months period from 30th June 2025.

As such the financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

4. Accounting policies

Investment in subsidiaries

Investments in subsidiaries are stated at cost less provision for any permanent diminution in value. The cost of Windar Photonics A/S was measured at the carrying amount of the Company's share of the equity in Windar Photonics A/S at 30 June 2014. In 2022, the Company established a new 100% owned Danish holding company which holds all outstanding shares in Windar Photonics A/S.

Capital contribution

Amounts forwarded to subsidiary entities which are not due to be repaid are treated as a capital contribution and an increase to the cost of the investment.

Functional and presentation currency

Items included in the Financial Statements are measured using the currency of the primary economic environment in which each entity operates ("the functional currency") which is considered by the Directors to be Euro for the Parent Company, Danish Kroner DKK for Windar Photonics A/S and Windar Denmark ApS, and Renminbi RNB for Windar Photonics Shanghai Co. Ltd. The Group Financial Statements have been presented in Euro's which represent the dominant economic environment in which the Group operates.

Foreign currency

Transactions entered by Group entities in a currency other than the currency of the primary economic environment in which they operate (their "functional currency") are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in profit or loss. Exchange rates apply for the annual accounts 2024:

On consolidation, the results of overseas operations are translated into Euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and accumulated in the foreign exchange reserve.

Revenue

Revenue arises from the sale of the WindEYETM, and WindVISIONTM products and related services that measures remote wind speed measurements. Revenue is recognised exclusive of VAT and other taxes and when the Group has performed the specific obligations under the contract with customers.

Revenue arises from three areas of the business and is recognised as follows:

· Product sale. Revenue is recognised when the obligation of delivery of the product to the customer is complete at full contract value.

· Installation. Revenue is recognised when the obligation of acceptance of installation is complete at full contract value.

· Sale under performance obligation. Where there is a requirement to prove performance of product within the contract in respect of the increase in output from the turbines, revenue is recognised at a point in time when each of the distinct performance obligations are satisfied which varies from customer to customer but is broadly 40% on delivery of product, 30% on installation and 30% when the performance obligation in terms of generated output is met.

Where payment for installation and other performance services is received before the installation and other

services have been completed, revenue is deferred and included within creditors and released on completion of

the installation and service obligations.

No adjustment is made to the revenue recognised in respect of any financing component of the contract.

Where products are sold with warranties revenue is recognised in the period where the products are shipped and an appropriate provision for claims under warranty is based on past experience is accounted for in accordance with IAS 37. This is shown as an expense in the Consolidated Statement of Profit and Loss and Other Comprehensive Income.

Other Operating Income includes sales of other services originating from outside the core business of the Group and is recognised exclusive of VAT and other taxes.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the board of directors.

Financial assets and liabilities

Financial instruments

The Group classifies all its financial instruments into the amortised cost category. The Group's accounting policy for each category is as follows:

· Trade and loan receivables: Trade receivables are initially recognised by the Group and carried at original invoice amount less an allowance for any uncollectible or impaired amounts. An impairment provision is calculated by considering the trade receivables and expected credit losses. The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables. The expected loss rates are based on the Group's historical credit losses experienced over the three-year period prior to the period end. The historical loss rates are then adjusted for current and forward-looking information on factors affecting the Group's customers. An estimate for doubtful debts is also made when collection of the full amount is no longer probable. Debts are written off when they are identified as being uncollectible. Trade receivables and other receivables are recognised at fair value. Loan receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the intercompany loans; Impairment of loan receivables is calculated utilising the lifetime expected credit losses of these loans and the changes in the credit risk of the counterparty.

· Cash and cash equivalents in the statement of financial position comprise cash at bank, cash in hand.

· Financial liabilities. The Group treats its financial liabilities in accordance with the following accounting policies:

Trade payables and other short-term monetary liabilities are recognised at fair value and subsequently at amortised cost

· Loans are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the statement of financial position. "Interest expense" in this context includes initial transaction costs and premiums payable on redemption, as well as any interest payable while the liability is outstanding.

Share capital

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability.

The Company's ordinary shares are classified as equity instruments.

Borrowing costs

Borrowing costs are recognised in the Statement of Comprehensive Income in the period in which they are incurred.

Current taxation

The current tax is based upon the taxable profit for the period together with adjustments, where necessary, in respect of prior periods. The Group's asset or liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the financial period end date.

Current tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Deferred taxation

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the Statement of Financial Position differs from its tax base.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the directors and paid.  In the case of final dividends, this is when approved by the shareholders at the annual general meeting.

Property, plant and equipment

Items of property, plant and equipment are initially recognised at cost and subsequently stated at cost less accumulated depreciation and, where appropriate, provision for impairment in value or estimated loss on disposal. The cost includes the acquisition price and costs incurred directly in connection with the acquisition until the time when the asset is ready to be used.

Depreciation is provided on all items of property, plant and equipment so as to write off their carrying value, less its residual value, over their expected useful economic lives. It is provided at the following rates:

Plant and equipment over 3 - 5 years

The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Intangible assets - Development projects

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all the following have been demonstrated:

· Technical feasibility of completing the intangible asset so that it will be available for use or sale

· The intention to complete the intangible asset and use or sell it

· The ability to use or sell the intangible asset

· How the intangible asset will generate probable future economic benefits

· The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset

· The ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognised, development expenditure is recognised in Statement of Comprehensive Income in the period in which it is incurred. Capitalised development costs comprise costs, including wages and salaries. Amortisation or other finance expenses are not recognized.

After initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses.

Depreciation is provided based on the assets' residual value and an assessment of the assets' expected useful lives, however, no more than 5 years from finishing the technology or receival of the first milestone-payment.

Impairment of non-financial assets

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Deposits

Deposits in respect of property rentals are recorded as separately identifiable assets and recognised at historical cost. 

Inventory

Cost of raw materials and con-sumables consists of purchase price. Cost of manufactured goods and work in progress consists of costs of raw materials, con-sumables and direct labour costs.

Inventories are initially recognised at cost and subsequently at the lower of cost and the net realisable value of inventories where the net realisable value is calculated as the estimated selling price less completion costs and costs incurred to execute sale.

Provisions

Provisions are recognised for liabilities of uncertain timing or amounts that have arisen because of past transactions and are discounted at a pre-tax rate reflecting current market assessments of the time value of money and the risks specific to the liability. Product warranty provisions are based on 4% of the total products delivered, using an average repair cost per product.

Grants

Grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Grants are recognised either in Statement of Comprehensive Income on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate or where they related directly to capitalised costs, they are netted off the cost of the assets.

Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in Statement of Comprehensive Income in the period in which they become receivable.

Share based payments

The Group operates an equity-settled share-based compensation plan under which the entity receives services from employees as consideration for equity instruments of the Group. The fair value of the employee services received in exchange for the grant of the equity instruments is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the instruments granted. At the end of each reporting period, the Group revises its estimates of the number of instruments that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

Employee benefits  

Employees in the Group typically have variating holiday benefits. At the end of each reporting period the Group accrue these holiday liabilities.

Leases

At the commencement date of the lease, the Group recognises a right-of-use asset and a corresponding lease liability which is measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value (i.e., below €5,000). Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

5. Basis of consolidation

The consolidated financial statements incorporate the results of Windar Photonics plc and all of its subsidiary undertakings as of 31 December 2024 using the acquisition or merger method of accounting as required. Where the acquisition method is used, the results of subsidiary undertakings are included from the date of acquisition.

Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

De-facto control exists in situations where the company has the practical ability to direct the relevant activities of the investee without holding the majority of the voting rights. In determining whether de-facto control exists the company considers all relevant facts and circumstances, including:

· The size of the company's voting rights relative to both the size and dispersion of other parties who hold voting rights.

· Substantive potential voting rights held by the company and by other parties.

· Other contractual arrangements.

· Historic patterns in voting attendance.

The consolidated financial statements present the results of the company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The acquisition of the subsidiary Windar Photonics A/S in 2014 was deemed to be a business combination under common control as the ultimate control before and after the acquisition was the same. As a result, the transaction was outside the scope of IFRS 3 and has been included under the principles of merger accounting by reference to UK GAAP. In 2022, the direct ownership of the subsidiary was changed whereafter the 100% owned subsidiary Windar Denmark ApS holds the 100% direct ownership of Windar Photonics A/S.

Under the merger method, the income, expense, assets and liabilities of Windar Photonics A/S and Windar Denmark ApS have been included in the consolidated financial statements of Windar Photonics plc as if it had always been a member of the Group,

5. Basis of consolidation (continued)

considering the original acquisition date of the wider Group. The amounts attributed to the assets (including goodwill) and liabilities of Windar Photonics A/S therefore reflect their book values as of 1 January 2013. Any difference between the consideration paid for the acquisition of Windar Photonics A/S by the Company and the net book value of the assets (including attributed goodwill) and liabilities acquired of €1.5m has been treated as an adjustment in the merger reserve.

6. Critical accounting estimates and judgements

The Group makes certain estimates and assumptions regarding the future. Estimates and assumptions are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group has made no significant judgements other than described below. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below. The Group considers that these risks relate to the next financial period and those in the future by the nature of those judgements.

(a) Useful lives of intangible assets

Intangible assets with finite useful life are amortised or depreciated over their useful lives. Useful lives are based on the management's estimates of the period that the assets will generate revenue, which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations in the carrying value and amounts charged to the Statement of Comprehensive Income in specific periods. The useful life of all development projects has been estimated at five years from the date of capitalisation. The carrying value at the end of the period was €1,764,959 and a change in the estimate of useful life from 5 to 3 years would reduce this amount by €293,356 and the amortisation charged to the Statement of Comprehensive income for the year would have increased by €250,964. More details are included in note 17.

(b) Impairment of intangible assets

In assessing impairment, Management estimates the recoverable amount of cash generating units based on expected future cash flows and uses the weighted average cost of capital to discount them. At the end of each reporting period Management reviews a four year forward looking financial projection including a terminal value for the Group. The Management has further evaluated the terminal growth expectations and the applied discount rate applicable to derive a Net Present Valuation (NPV) of the Group. If the NPV of the Group shows a lower valuation than the net assets of the company cost of investment in subsidiary an impairment will be made. Based on this evaluation including Management's estimates and assumptions no impairment was made during the reporting period. Estimation uncertainty relates to assumptions about future operating results in particular sales volumes and the determination of a suitable discount rate.

(c) Impairment of investment in subsidiaries

In assessing impairment of investments in subsidiaries, management estimates the recoverable amount of each asset. Management has estimated the impairment for the carrying value of the investment in reference to the net asset value of the subsidiaries. Estimation uncertainty relates to assumptions about future operating results. Also see note 16 for details in relation to investments.

(d) Estimation of the expected credit losses or trade receivables

In assessing the expected credit losses, in respect of the trade receivables under IFRS 9, the Group considers the past performance of the receivable book along with future factors, that may affect the credit worthiness of the entire trade receivables. Estimations have therefore been made within these assumptions which could affect the carrying value of the trade receivables.

(e) Warranty provision

In the current year, the Group has maintained its estimate for the warranty provision related to its product sales. The estimate is based on 4% of the total products delivered, with an average repair cost per product. The estimates are confirmed by the latest data in 2025 based on deliveries of more than 180 systems. The deliveries show a warranty percentage of 3.3% year to date 2025

and a repair cost per unit with 95% accuracy to the estimates. The warranty cases are continuously monitored, and estimates will be reassessed during the third quarter of the year.

7. Financial instruments - Risk Management

The Group is exposed through its operations to the following financial risks:

· Credit risk

· Fair value or cash flow interest rate risk

· Foreign exchange risk

· Liquidity risk

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

The principal financial instruments used by the Group, from which financial instrument risk arises, include Trade and other receivables, Cash and cash equivalents, loans and Trade and other payables.

The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's finance function. The Board receive quarterly reports from the finance function through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below:

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument

fails to meet its contractual obligations. In 2016 the Group restricted its policy in respect of credit risks related to customers. Prior to any major sales of products or services to new customers the Group seeks to receive prepayments,

Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only major independently rated parties with minimum rating "A" are accepted.

The Group does not enter into derivatives to manage credit risk.

Fair value and cash flow interest rate risk

The Growth Fund borrowing from the Danish public institution, Vækstfonden, initially bore interest at a fixed annual rate of 12%. In prior years, the terms for the borrowing were renewed whereafter the interest rate was reduced to 7% p.a. and the loan to be repaid on a quarterly basis instalment over the period from 1 January, 2023 until 1 October, 2027.

In 2020, the Group obtained an additional Covid-19 loan the Growth Fund borrowing from the Danish public institution, Vækstfonden carrying an interest rate of CIBOR plus 5% and the loan to be repaid on a quarterly basis

instalment over the period from 1 October 2021 until 1 October 2026. In the event the CIBOR rate changes by 5% p.a. the interest expenses charged to the Profit and Loss statement would change by €12,589 p.a. 

Foreign exchange risk

Foreign exchange risk also arises when the Group enters into transactions denominated in a currency other than their functional currency (€). Given the volume and magnitude of such transactions it is not considered sufficient to warrant hedging the risk exposure.

The Group's main foreign currency risk will be the short-term risk associated with accounts receivable and payable denominated in currencies that were not the subsidiary's functional currency. The risk will arise on the difference in the exchange rate between the time invoices were raised/received and the time invoices were settled/paid.

The Group's policy is, where possible, to settle liabilities denominated in their functional currency with the cash generated from their own operations in that currency.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group's exposure to the risk of changes in foreign exchange rates relates primarily to the Group's operating activities (when revenue or expense is denominated in a different currency from the Group's presentation currency) and the Group's net investments in foreign subsidiaries (translation risk).

The Group is aware of its non-Euro exposures but does not consider that at present a hedging program be required. Raw materials and capital expenditure are primarily in Euro, US Dollars and RMB. whilst the target revenue market is Asia, Europe and the USA. Any divergence from this would be considered by management with a view to putting cover in place.

The Group has significant operations in the following currencies: Euro (€), Danish Kroner (DKK) and Chinese Yuan (RMB).

Liquidity risk

Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.

The Board receives cash flow projections on a regular basis as well as information regarding cash balances. At the end of the financial year, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations.

The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:

Capital Disclosures

The Group monitors capital, which comprises all components of equity (i.e. share capital, share premium, merger reserve and accumulated retained earnings).

The Group's objectives when maintaining capital are:

· to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and

· to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and adjusts it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the number of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

8. Revenue