Chairman's Statement
We are pleased to report our results
for the year ended 31 December 2023.
Overview
Proton Motor Power Systems plc
("Proton Motor") has made further progress this year in proving and
maturing its technology and wide product offering, and building up
capacity to deliver complete zero-emission power supply solutions
for stationary, heavy duty transport, marine and rail
applications
The Company's focus is now on
achieving economies of scale by increasing production capacity, and
seeking strategic partnerships to provide new channels to
market.
Highlights
· Total order intake in 2023 of £2,512k (2022: £2,653k),
including a mix of repeat and new customer orders, supporting
current and future revenue.
· At
the year end the production backlog was £2,471k (2022: £2,659k).
Fulfilment of this backlog will result in deliveries of varying
configurations of fuel cell systems and also service maintenance
charges to customers both in 2024 and 2025.
· There was a notable shift in demand during the year to
stationary applications which comprised 96% of order intake in 2023
(2022: 59%). Notable orders announced throughout the year
included:
o DB Bahnbau Gruppe, part of Deutsch Bahn AG for an indoor
emergency power unit including HyCabinet S24 with 3 HyModule
S8s
o Redexis HyShelter a combined heat and power source from
renewable onsite hydrogen production for an Iberostar hotel in
Majorca
o University Stuttgart a HyShelter 215 Power as combined heat
and power source from renewable onsite hydrogen
· Sales in 2023 were £2,122k (2022: £2,088k), representing an
annual increase of 1.7%%.
· The
number of system sales in 2023 increased by 83% to 42 (2022: 23
system sales).
· The
operating loss in 2023 was £10,368k (2022: £10,542k), resulting
principally from further investment in the technical development
area, staff and infrastructure.
· Progress in the delivery of the new production facility with
production planned to commence from the new facility in
2025.
Cash utilisation from operating
activities has increased during the period to £9,959k (2022:
£9,056k) in-line with increased investment in staff and technology
development and in preparation for our move to new premises. Cash
flow is the Group's key financial performance target and our
objective is to achieve positive cash flow in the shortest time
possible by increasing sales and reducing costs. Current contracts
are quoted with up-front payments, reducing reliance on working
capital as we continue to invest in our manufacturing capability.
The cash position as of 31 December 2023 was £2,741k (31 December
2022: £2,720k).
Post year end developments
included:
· Introduction of the new HyModule S4 fuel cell system in early
2024, a smaller version of our S8 zero-emission heat and power
generator to replace diesel and gas alternatives.
· A
restructuring programme to match the business plan for the new
year, based on a headcount of 93. The Board continues to monitor
the Company's cost structure to ensure that this remains aligned
with growth expectations in the short to medium term.
· During the period to June 2024, the Company utilised the loan
facility it has in place with its principal shareholder, as
announced on 20 June 2023, in excess of its limit by approximately
€6 million. This was necessitated by the decision to accelerate
payments on sums due for the new production facility and the
delayed receipt of a payment due from a customer.
· A
new shareholder loan facility of up to €12 million to ensure
operational and investment financing from July 2024 to the end June
2025 has been entered into.
· Order intake during the first five months of 2024 to the end
of May was lower than expected at £0.5 million (same period in
2023: £1.4 million) and this is likely to be reflected in lower
sales for the full year.
Proton Motor Power Systems plc
continues to make progress in its strategy to commercialise its
comprehensive suite of hydrogen fuel cell systems, covering all the
key application markets of stationary, heavy-duty transport, marine
and rail. This includes a focus on developing near-term sales from
existing customers, moving them from product testing to regular
repeat orders, development of new customers relationships, and
initiation of strategic partnerships to provide new channels to
market.
The Company's strategy is to meet
expected fuel cell demand, and to invest in additional production
capacity and sales and marketing, in order to grow volumes and reap
the benefit of economies of scale.
Operations
Central to meeting supply is the
investment Proton is making through a new and far more efficient
production facility, having signed a 15-year lease on a new and
larger premise in 2022. The Company hosted various clients and
media at an introduction ceremony for the new facility in August
and is currently making good progress with its move from the
existing facility. Requisite planning permission is anticipated to
be received in summer 2024 to permit the installation of hydrogen
storage facilities, which, once installed, will enable production
to start at the new facility in 2025.
Much of the focus for 2023 was on
planning for the move across to the new facility. This included
planning for the installation of the stacking robot, which will be
installed shortly, and progressing regulatory approvals for
hydrogen storage and infrastructure.
On the sales side, the Company's
strategy is to develop near-term sales through existing customers,
as they transition from testing and approvals to commercial orders
and developing the customer base, via targeted marketing
initiatives at industry events and direct engagement. With a number
of customers having now been through the testing period for the
Company's products, we are already seeing the number of repeat
orders grow, as reflected in 2023 sales. We would expect to see
further repeat order as additional clients gain comfort and
understanding of the technology. In addition, in February the
Company signed an MOU with WILO SE, through which it expects to
derive synergies from access to WILO's extensive distribution and
customer network, while cooperating with them on decentralised and
decarbonised energy supply.
Results & Financing
The Company delivered results for
the year in line with budget. This saw revenue of £2.1m and an
operating loss of £10.4m. Proton ended the year with cash of £2.7m,
reflecting the continued support of our principal shareholder, with
whom it was agreed to further extend the loan facility by €17.5m
during the year. This ensures operational financing for the Company
in 2024. The principal on the new facility is not convertible and
interest is charged at EURIBOR +3%.
The revenue line reflects a 40%
increase in system sales to £2m, offset by lower revenue from
maintenance activities. This is an encouraging change, reflecting a
further development of the Company's customer base. In terms of
quantity, the increase in systems sales represents the delivery of
42 systems in 2023, compared to 23 in the prior year, and an
increase in megawatt terms of 40% to 0.7MW.
The operating loss for the period
is the result of an increase in operational expenses, on the back
of the increase in headcount, sales and marketing expenditure, and
additional development costs, which were not
capitalised.
The Company ended the year with a
sales order backlog of £2.5m. This was supported by an order intake
for the year of £2.5m, from a combination of existing and new
customers, representing a total of 42 systems of varying
sizes.
The order intake included a further
15 systems from GKN Hydrogen Germany, 18 systems from UMSTRO and 3
systems from WILO SE, among other orders. The order of a further 15
systems from GKN Hydrogen Germany, brings the total number of
systems ordered by the company to 46. These additional systems were
successfully delivered in November 2023.
Towards the end of the year, the
Company secured a grant from the German Ministry for Economics and
Climate to help develop modular renewable and self-sufficient
energy supply using hydrogen technology, as part of a consortium,
which includes GKN Hydrogen. The basis of the grant is to match the
Company's investments by 50%, over a period of 36 months. In
addition to the financial benefit, working within the consortium
will help support and develop existing customer and developer
relationships.
Market Outlook
Hydrogen as a zero-emission energy
carrier will undoubtedly play a major role in the success of the
energy transition, and a significant number of hydrogen generation
projects are in development. Fuel cells represent the most
efficient way of using hydrogen to create electricity for transport
and stationary applications.
In transport, experience has
confirmed the Company's long-held view that fuel cells are best for
heavy duty applications such as trucks, ships and rail.
What we are seeing currently is
earlier adoption across the stationary application market. This
alone represents a very significant and growing opportunity, on the
back of the increasing need for back-up power, critical power
systems and off-grid solutions. Much of this market is currently
served by diesel generators, which are highly polluting and
expensive to run and maintain, making fuel cells an attractive
alternative, with identical usability characteristics.
Adoption will inevitably take time,
as customers need to get comfortable and gain confidence in the
technology. That said, we are increasingly seeing repeat
orders, from multiple blue-chip clients that have now gone through
that process. That includes companies such as DB Bahnbau Gruppe
GmbH, a subsidiary of Deutsche Bahn AG, Germany's leading
full-service provider for rail infrastructure.
Board and Management
I agreed to assume the role of
Chairman in May 2024, to fill the vacancy created by the retirement
of longstanding chairman Mr. Helmut Gierse, and to assist the
Company in its search for suitable strategic partnerships. I have
over 20 years' experience of Climate Technology investments,
including helping the Company in 2007 negotiate to bring in its
current main shareholder.
The Board would like to thank Mr.
Helmut Gierse for the tremendous contribution he has made to the
business over the last 15 years and wish him a healthy and long
retirement.
During the year, Mr Manfred
Limbrunner, a long standing senior member of Proton Motor, assumed
the role of Director of Investor Relations and Communications. This
is a key role in the development of the business, as it seeks to
widen its shareholder base and expands its pipeline of
opportunities, through sales, marketing and wider
communication.
Outlook
The Company has a diverse range of
products covering stationary, heavy duty transport, marine and rail
which it will continue to maintain and develop in line with market
demand.
Reflecting the increasing interest
in liquid cooled fuel cell technology and combined heat and power
applications, the Company introduced the HyModule S4 system in
January. This is a smaller version of the Company's S8 product,
aimed at competing directly in the diesel and natural gas generator
market, for those looking for a "plug and play" emission free
alternative for combined heat and power applications. It is a
product that is in-line with the Company's near-term focus on the
stationary market, in response to market demand, which we look
forward to developing further over the coming years.
Proton Motor is also looking
forward to progressing several grant funding options to support its
near and longer term strategy and technology development. These
initiatives will also support existing relationships, including
among the existing customer base, forming part of the Company's
drive to grow it sales pipeline.
We are encouraged to witness market
adoption taking place as customers seek solutions to meet emission
reduction and energy storage targets and the wishes of their
investors and customers, and discover the benefits of Proton's
track record as one of Europe's longest established fuel cell
development companies.
Proton Motor is well placed to take
advantage of the opportunities that lay ahead.
Ali Naini
Non-Executive Chairman
27 June
2024
Strategic
Report
Business
review
Proton Motor Power Systems plc
("Proton Motor") and its subsidiaries' (the "Group") principal
activity is the development and production of hydrogen low
temperature proton exchange membrane ("PEM") fuel cells and fuel
cell systems and hybrid systems through its German subsidiary
Proton Motor Fuel Cell GmbH ("PM").
A low temperature PEM fuel cell is
a device that converts the chemical energy of a hydrogen and an
oxidant into electric and thermal power, with only water as a by-
product. In principle, its functionality is like a combustion
engine, but without any harmful emissions and does not require
recharging as long as an ongoing hydrogen source is available.
Operating fuel cells in combined heat and power mode increases the
system efficiency significantly.
Fuel cell engines are widely
regarded as a potential alternative to internal combustion engines,
power from fossil fuels and battery technology. Fuel cell engines
produce no noxious gases and pure hydrogen fuel cells produce no
harmful emissions such as carbon dioxide. There are a number of
types of fuel cell, classified by the type of electrolyte used,
including alkali, molten carbonate, PEM, phosphoric acid, and solid
oxide. Proton Motor has selected a PEM-based fuel cell as the
Directors believe that, based on the PEM's start/stop capability,
dynamic operation and life time, it is the only technology able to
meet the demands of the market which the Group has specified for
its intended commercial applications.
Proton Motor has made further
progress this year in proving its technology, building up capacity.
The Group sees a strong market trend to focus on hydrogen as a
renewable energy carrier to manage the energy transmission process,
especially in stationary applications for combined power and heat
generation, autonomous power supply, power to power applications
and emergency power supply, where a strong market ramp up is
expected over the coming years. Also, for the transition of the
transport sector from combustions engines (based on fossil energy
carriers) to an emission free transport sector with electric drive
trains, hydrogen-based fuel cells in combination with a battery
will play an important role, given the likelihood of bottlenecks
caused by electricity infrastructure. In all of the above sectors
and applications, the Group has significant know-how in fuel cell
stacks, systems and applications.
Over the years, different
applications provide good examples of Proton Motor's in-depth
know-how. These include: back-up power solutions (e.g for tetra
radio stations, railway control centres or road tunnels) outdoor
(HyShelter®) and indoor (HyCabinet) solutions for heat & power
generation up to 215 kVA power output and autonomous power supply
solutions based on a fuel cell battery hybrid solution (e.g.
HyShelter® with up to 180 kW output power. In the mobility markets,
the Company has also built a high level of knowledge, based on the
different solutions created, including: HyRange® 43 fuel cell
systems for the integration into garbage collecting trucks from
E-Trucks Europe, the HyRail® fuel cell system for a rail milling
machine for the Austrian company Linsinger and HyShip® inside the
maritime project ZEUS from Fincantieri.
In addition to developing
application and a customer specific driven sales approach, the
customer base for the standardized stationary fuel cell systems
HyModule® and HyFrame® has also developed. The Group´s long term
customers, GKN Hydrogen, Umstro and Ostermeier, regularly order
these types of fuel cell systems and integrate them in their
applications.
The Group continues to see an
increase in the potential order sizes from the market. To be
prepared for this, Proton Motor will be expanding its production
capacity to several thousand stacks, fuel cell systems and turnkey
solution per year. To facilitate this, Proton has signed a lease
agreement for new production site, near its headquarters in
Puchheim. It is expected that the process of moving to the new
facilities will gather pace, once the application to build the
hydrogen storage tanks is approved, later in the summer, with the
start of production from the new facility then planned for 2025.
The Group has always recognised
the commercial importance and value of protecting its intellectual
property ("IP") and, therefore, the need to protect it wherever
possible by way of patents and trademarks. The Group's key IP
portfolio comprises a mixture of granted patents, patent
applications, trademarks, confidential information and
know-how.
The Group undertakes comprehensive
business planning to define long-term strategic objectives and
goals. Annual budgets and operational plans are prepared utilising
financial and non-financial Key Performance Indicators ("KPIs").
Business performance is measured by KPIs which include monitoring
of actual against budget and rolling forecasts, and R&D project
status. These are reported to the Board on a quarterly basis and to
executive management on a monthly basis.
The Company began as Magnet Motor,
opening its factory in 1996. The technology and application roadmap
went from the world's first triple hybrid forklift truck to the
world's first fuel cell ship. After that Proton Motor developed the
triple hybrid Skoda bus in 2008. Turnkey power solutions completed
the application portfolio. All those applications are powered via
our own fuel cell stacks HyStack®, with a robust design for a long
lifetime. The Company established operations close to the Munich
area and was one of the first German designers and manufacturers of
fuel cells.
View to the
future
The world is committed to
protecting the environment. European cities and governments,
supported by the European Commission, must reduce inner-city
pollution drastically. Society and the economy have to switch to
renewable energy sources, such as wind and solar, and combustion
manufacturing industry and supply chains must be transformed
towards clean technology. Renewable energy sources are only
available on a fluctuating basis and therefore much more power
capacity is required to be installed, than the average of demand,
resulting in the need for a long term and loss free energy storage
solutions and a transportable energy carrier, with hydrogen being
the only possibility. In this regard fuel cells will become the
ideal consumer for hydrogen. China fights against smog in its big
cities. After Dieselgate in the US and Europe, electric vehicles
with batteries are on the move, but electric grid restrictions have
become apparent. Supply constraints on fossil fuels, due to
military conflicts, such as in Ukraine, have also strengthened the
need for hydrogen strategies in Europe. All this is
generating a market demand for a clean power supply in all markets.
Based on that development, the world market for fuel cell products
and solutions is more active than ever.
Besides pure battery solutions,
hydrogen fuel cells are in focus. Corporations such as Toyota,
Hyundai, Bosch and Cellcentric are pushing the technology forward.
Hydrogen powered fuel cells provide benefits such as fast
refuelling and long range of operation. Hydrogen is reproducible
and can be a store of surplus energy from wind and solar power.
Europe has put major funding programmes in place to set up hydrogen
infrastructure and manufacturing of hydrogen technology. The same
is now happening in Japan, Korea and China. The Chinese government
is fully committed to fuel cell technology with major regulatory
and funding support.
Proton Motor has deep experience in
applications for stationary power solutions, heavy duty vehicles,
such as buses and trucks, ships, rail machines and material
handling. With 93 staff members , it is a relatively small but
regarding IP and experience a powerful company. Proton Motor has
developed and continues to develop its own fuel cell stacks.
Systems are designed from first simulation, prototype up to final
solution for volume manufacturing. Proton Motor is cooperating with
German and European based companies in the field of fuel cell
technology.
Market
drivers
The Board
believes that growth in the fuel cell market will be determined by
the following factors:
· United Nations Framework Convention on Climate Change
("UNFCCC") COP legalisation on climate change;
· Strengthening competitiveness on cleantech technology in
Europe and making Europe more independent from Asia
· Current and future air quality regulation;
· Growing industrial and consumer demand for alternative
sources of energy;
· The
potential long term competitiveness of the auto and transportation
industries;
· Energy security concerns;
· Expansion of renewable energy sources and therefore the need
of energy storage;
· Limitations of purely battery powered systems and electrical
infrastructure constraints;
· Renewable energy storage systems in industrial buildings and
private residencies.
· Discussions regarding hydrogen as an energy storage for green
energy (power to gas);
· A
growing global demand for transportation;
· Increasingly urgent demands for healthy breathable air in
urban centres and for action to mitigate the adverse effects of
climate change;
· The
growing availability and the compelling economics of cleaner fuels;
and
· Increasing political commitment to hydrogen on an EU,
national and regional level.
Increasing political
commitment to hydrogen as an energy source:
European Union (EU)
· The
EU originated European Clean Hydrogen Alliance (ECH2A) was
announced as part of the New Industrial Strategy for Europe, which
was launched on 8 July 2020 within the context of the
hydrogen strategy for a climate-neutral
Europe.
· The
European Clean Hydrogen Alliance aims at an ambitious deployment of
hydrogen technologies by 2030, bringing together renewable and
low-carbon hydrogen production, demand in industry, mobility and
other sectors, and hydrogen transmission and distribution. With the
alliance, the EU wants to build its global leadership in this
domain, to support the EU's commitment to reach carbon neutrality
by 2050. https://www.ech2a.eu/
· Proton Motor has been participating in the ECH2A founding
process.
· Proton Motor is already participating in the EU REVIVE
project. REVIVE stands for 'Refuse Vehicle Innovation and
Validation in Europe'. The project has been running from the
beginning of 2018. The objective of REVIVE is to significantly
advance the state of development of fuel cell refuse trucks, by
integrating fuel cell powertrains into 15 vehicles and deploying
them across 8 sites in Europe. It aims to deliver substantial
technical progress by integrating fuel cell engines from three
suppliers into a mainstream DAF chassis, and developing effective
hardware and control strategies to meet highly demanding refuse
truck duty cycles.
· Proton Motor is also participating in the EU StasHH Project.
The consortium operating together as "StasHH" (Standard-Sized
Heavy-Duty Hydrogen) comprising 11 fuel cell module suppliers, 9
original equipment manufacturers and 5 research, test, engineering
and/or knowledge institutes and will standardise physical
dimensions, flow and digital interfaces, test protocols and safety
requirements of the fuel cell modules that can be stacked and
integrated in heavy duty applications like forklifts, buses,
trucks, trains, ships, and construction equipment. The consortium
received €7.5 million funding from the European Union, through the
"Fuel Cells and Hydrogen Joint Undertaking" (FCH JU), in order to
kickstart the adoption of fuel cells in the heavy duty sector. The
total budget for the StasHH mission is €15.2 million.
Federal Republic of
Germany
Germany is a prime market for the
Group. On 3 June 2020 Germany´s coalition government presented a
€130 billion (£114 billion) fiscal stimulus package over two years.
This package includes the following elements with regard to the
role of hydrogen:
· The
'national fuel cell strategy' will support the hydrogen
industry. The goal is to make Germany a global champion in
the hydrogen industry. By 2030, Germany plans to install 30
Gigawatt of electrolysers to produce green hydrogen from
offshore and onshore alternative energy. Additionally, the German
government is seeking to support the shift from fossil energy to
hydrogen in all types of industrial processes.
· Since 2023 Proton Motor has participated in the German funded
project MarrakEsH. The consortium consists of universities and
institutes, the industrial companies Infineon Technologies, Würth
and GKN Hydrogen as partners. The target of the project is to
develop a modular, renewable, and self-sufficient energy supply
based H2 technology. Proton Motor will design a new HyModule®
product with a power output of around 12 kW, as an extension of the
current available HyModule® product line.
United Kingdom
· UK
(November 2020): 5GW of low carbon H2 production by 2030 &
£240m into a Net Zero Hydrogen Fund (part of the UK government's
10-point plan for a Green Industrial Revolution).
Company Strategy and product
offering
Proton Motor's vision is to
revolutionise the energy industry through clean technology
innovations, aligning with EU climate goals to pave the way for a
sustainable and green future. Guided by strategic goals, the
Company endeavours to achieve the following objectives:
Vision: PM's vision is to
create a clean world for the next generations while being
economically successful and creating new added value in
Europe.
Mission: As a team, PM
develops, produces, and distributes emission-free, sustainable, and
reliable system solutions in-line with market needs. PM has built
up and will extend long-term relationships with its customers and
suppliers. As quality is important to PM, it establishes high
standards in purchasing, production, service and
maintenance.
Strategic goals: With the
vision of a sustainable future, Proton Motor aims to deploy fuel
cell systems across various market sectors, ensuring widespread
adoption of its cutting-edge technology. The company focuses
currently with its standard Hy brand products on the stationary
market with spillover effects into the mobility markets
(heavy-duty, rail and maritime) with customizable systems to tailor
solutions to needs of volume customers, ensuring maximum customer
focus and fastest time to market. Central to the strategy is
cost-effective manufacturing and superior performance parameters,
even with current low production volumes that, it is hoped, will
soon grow exponentially and will dramatically reduce costs.
Prioritizing sustainability throughout the lifecycle of its
products minimizes environmental impact while maximizing long-term
value for customers.
Strategy: To achieve these
goals, Proton Motor allocates a significant portion of resources to
further development, leveraging innovations to reduce costs and
enhance performance. Its flexibility allows the company to adapt
swiftly to evolving market demands, ensuring that solutions remain
at the forefront of technological advancements. Rapidly expanding
production capacities to meet growing demand, Proton Motor focuses
on penetrating the market quickly to secure significant market
shares across various sectors. High levels of standardization,
digitization and automation drive overall market growth, while
collaborating with other industry players fosters innovation and
progress. The company's strategy involves developing concrete use
cases for current and future customers, collaborating on concepts
integrating battery systems, and other complementary technologies.
While reaching breakeven is the company's main objective, the
initial focus is on market penetration.
Operative Concept: Operationally, Proton Motor is implementing concrete
development activities, and made an application in 2024 to
participate in Innovation Fund projects and executing specific
projects with customers. Pilot projects serve as winning new
customers, preparing the market, informing strategic decisions, and
refining offerings. Governmental affairs, marketing and sales
efforts are aligned with strategic objectives, ensuring effective
communication of the value proposition to target
markets.
In securing financing for its
initiatives, Proton Motor is now actively engaging with investors
and governmental funding programs. This holistic approach to the
Company's strategy positions Proton Motor as a leader in the
Cleantech sector, poised to drive meaningful change and make a
lasting impact on the energy and industrial landscape.
Product offering
Proton Motor has demonstrated and
validated a wide range of fuel-cell based zero-emission propulsion
and energy systems. The Company maintains an active exchange, with
national and international customers, in various applications and
markets. Proton Motor has developed and extensively validated its
core technology, the fuel cell stacks HyStack® 200 - and
HyStack® 400 - which together offer a modular power
range from 4 kW to 50 kW. These are used in the market related
products:
Fuel cell systems for stationary
applications
For stationary systems, the current
product range includes emergency power systems for numerous
industrial applications, e.g. for secure telecommunications
(BDBOS), road tunnels or railway switching stations. Especially for
the railway switching stations emergency power supply systems for
indoor use, with 25 kVA and 50 kVA available. Autonomous energy
systems, for residential houses/apartments, e.g. power generated by
solar energy is stored as hydrogen and released as needed, power
supply systems (on or off grid) with large power ratings (e.g. 90
kVA-220kVA) in containers, e.g. for grid-independent energy supply
of transportable hydrogen filling stations (project performed
together with Shell) in containers.
The stationary market seems to have
the highest near-term market potential. Not only has Europe been
the fastest growing market for stationary PEM Fuel Cells over the
last ten years, in terms of global market volumes and growth,
indications are that PEM Fuel Cells (using graphite Bipolar Plates
(with a long lifetime) have the greatest potential within
stationary applications. Global market value, in megawatt, is
expected to increase from 1,787 megawatt in 2026 to 22,026 megawatt
in 2032, while the global market for fuel cells is expected to grow
significantly by 2032, from EUR 7.5 bn. in 2026 to EUR 69.9 bn. in
2032. Proton Motor is therefore prioritising the stationary market
segment in the near and medium term.
Fuel cell drive system for mobility
For mobile fuel cell propulsion,
the zero-emission propulsion systems developed and produced by
Proton Motor are: designed and produced to meet the needs of
specific customers and can combine with a battery system, forming a
seamless solution. In this sector Proton Motor offers the
following product range: HyRange for the heavy-duty market, HyShip
for the maritime market and HyRail for the rail market.
The possibility of the proposed
system configuration offers a perfect combination of high
performance, extended operating time, and fast refuelling, without
the need of external battery charging. This setup could ensure
continuous operation with minimal weight, storing all driving and
heating energy in hydrogen and the battery only supplying peak
power and storing breaking energy. The fuel cell hybrid system will
then meet all performance requirements with zero emissions, quick
refuelling, and lower costs compared to diesel or battery-only
alternatives. It requires minimal maintenance and enables proactive
servicing through online monitoring.
Proton Motor's technology spans
various mobility sectors, including heavy duty vehicles, trains,
and maritime vessels. Collaborations with leading shipbuilders,
such as Fincantieri, demonstrate their commitment to sustainable
transportation solutions.
Partnerships with customers for customised energy
systems
Proton Motor offers customised
system solutions, based on the modular system kit and the
HyStack® technology over its entire product range.
Proton Motor is known for its mature and thoroughly validated fuel
cell products and enjoys an excellent reputation (e.g. see follow
up orders from GKN Hydrogen or DB Bahnbau Gruppe) in the industry
for its customer orientated services in the areas of solution
design, engineering, testing, integration, commissioning,
servicing, and performance monitoring. The customised plant design
process begins with a detailed concept development phase, defining
key parameters including the application environment and use case,
peak and average power requirements, system dimensions, range,
duration, and operating cost targets. System design and
manufacturing, followed by customer support for integration,
commissioning, service- and maintenance complete the process. The
customer will be trained in all supporting processes to reduce
engineering and supporting Proton Motors efforts within recurring
orders. Usually, negotiations for framework agreements and larger
series orders result after the build-up of recurring
orders.
Group activities
With the successful setting up of
the production line for the standardized fuel cell systems
HyModule® and HyFrame®, the Group has been focusing on selling
these direct to customers or integrate this into the turnkey
solutions HyCabinet and HyShelter®. At the end of January, at the
HyVolution 2024 in Paris, the HyModule® S4 was presented to the
market. With this additional system the Group extends the
standardized fuel cell system product portfolio from 4kW to 40 kW.
Through various customer projects, the offering of turnkey
solutions was also extended by HyShelter® 87 and 215 and the
HyCabinet S24 and S43 solution. With this, turnkey solutions of up
to 215 kVA power output, with 400 VAC, can be offered as a
standard for power and heat generation to the market.
For both HyShelter® versions
orders are in house. A HyShelter® 87 will be supplied by mid of
2024 to the Spanish company Redexis, to supply an Imberostar hotel
on the island Mallorca with green electricity and heat. A HyShelter
215 will be delivered to the University of Stuttgart in the third
quarter of 2024 to be integrated into a pilot energy park, based
fully on green hydrogen. In addition, the Group has increased the
production of its HyModule® S8 and HyFrame® units, in response to
regular orders from several customers, including GKN Hydrogen,
Umstro, Ostermeier and H2PowerCell.
The Group is also working to
extend the power range of its fuel cell systems into the
three-digit kilowatt power range, with the product line
HyScale® to be established in the second half of 2024. The HyScale®
systems are designed as multistack consisting of up to four
HyStack® 400 stacks. The first functional prototype has been tested
successful in the Group's laboratories. With these HyScale®
systems, stationary applications for autonomous power supply or
power and heat generation into megawatt output power can be offered
to the market.
As part of the EU funded project
REVIVE, in which Proton Motor has been a member of the project
consortium since 2019, a HyRange® 43 fuel cell system for
integration into a garbage truck has been designed. A HyStack®400,
with 144 cells, is being integrated into the HyRange® 43 fuel cell
system. The integration into the truck is being carried out
together with the vehicle manufacturer, E-Trucks, from Belgium. The
first system was delivered in 2020. Since then, E-Trucks have
repeatedly ordered HyRange® 43 fuel cell systems in two designs.
One design for mounting under the driver's
cabin and the second is for mounting on the roof. In total,
E-Trucks has ordered 21 HyRange® 43 systems, 14 of which have been
delivered to date and are operating in garbage collecting
trucks.
In October 2022, the Group signed a
rental agreement for a new production facility in Fürstenfeldbruck,
near to Proton Motor´s Puchheim headquarter. The new site will be
used for the production and commissioning of fuel cell stacks,
systems and containerized turnkey solutions. In October 2023
the Company filed the documents needed to gain
building permission for the hydrogen storage
tanks with the building department
of the
City of Fürstenfeldbruck. Currently the
Group expects permission to be approved by
mid of 2024. Post approval,
construction on site will commence. The start of production
from the facility is planned for 2025. The automated fuel
cell stack production robot will also be integrated in the new
facility, as part of the construction phase. With this new site,
Proton Motor will have an immediate production capacity for
up to 180 MW of fuel cell power, representing the manufacturing of
up to 5,000 stacks, fuel cell systems and turnkey solutions per
year.
Operational
Strategy
Sales and growth
strategy
The following table shows the
concrete commercialisation strategy by PM:
The strategy is to start from the
European market (DACH-Region, Benelux, Spain and France) as the
initial market and address customers based in Europe (including
UK). As soon as European market penetration has stabilized,
manufacturing capacity has increased and funding has progressed,
the Company intends to address the wider world market. The
commercialisation strategy is based on the following three
phases:
Phase 1 - Market introduction until 2026:
Market ramp-up in Europe, with the Hy brand
product range, focused on the decentralized/local stationary fuel
cell power plants market. This market is seeing earlier adoption
and highest levels of traction. In this phase, Proton Motor will
also target European customers that export their products
worldwide, despite fulfilment taking place within Europe. In
this phase the first demonstrators with new customers and
(end)users will be brought into the market and customers and
(end)users will be trained (integration, start-up,
service/maintenance) and supported. Additionally, adopters, planers
and integrators will be trained so they can be seen as marketing
multipliers in the market.
Phase 2 - Market Expansion 2027/28:
Newly won customers and (end) users will lead to
recurring orders with reduced necessary support from Proton Motor
(integration, start-up, service/maintenance). Also, through the
installed marketing multipliers the sales and marketing reach will
be increased to win new customers which can then step by step lead
(integration, start-up, service/maintenance) to additional
opportunities. Expansion of the mobile fuel cell product offering
will take place through further establishing Proton Motor's profile
and competence in more complex and challenging markets: Road
transport, rail and ships. Proton Motor expects demand growth in
mobile applications to occur later, due to the more complex
infrastructure challenges. These associated markets are still in a
relatively early phase of development. The standard product
portfolio will be increased in the stationary market to higher
power system products and standard products in the early mobile
markets. Start of partnering process with strategic
partners/investors to expand product offerings towards fuel cell
stacks, increasing volume and reducing costs which will lead to
market acceleration. Leading also into stack manufacturing and JVs
and system manufacturing licensing.
Phase 3 - Market growth >2029: Expected the start of exponential growth, on the back of
renewable hydrogen being available in large quantities. This will
be leading to increasing orders from existing and newly won
customers in the stationary sector and recurring orders without the
need of integration/startup support from Proton Motor, leading to
new resources for further market ramp up. Mobility markets will
grow as the refilling infrastructure is widely installed and
hydrogen logistics established. Standardized fuel cell product
offerings will be increased, and new markets will be analysed and
potentially addressed as the profitability of Proton Motor is
increased. This will lead to recurring orders without the need of
integration/startup support from Proton Motor, leading to new
resources for further market ramp up. Proton Motor envisages having
established partnerships with one or more multinational strategic
partners/investors, leading towards mass manufacturing
partnerships/JVs of fuel cell stacks introducing the first
offerings from the Hy brand product range outside of Europe by
2030. Target regions are North America and Middle East. Proton
Motor's production strategy here is to grant system manufacturing
licences (no licence for the HyStacks®) to non-European partners in
the relevant sales regions as volumes increase and products become
established.
Specific measures to realise the
commercialisation strategy include the following steps:
(1) Reference projects and case
studies, meaning the acquisition of
reference users through our existing network of contacts, as well
as via general contractors and the completion of a large numbers of
demonstration projects in different European countries.
(2) Customers and partners, meaning presenting the complete Hy brand product range to
potential OEMs and general contractors, with whom Proton Motor
already has established business relationships as well as
publications related to the Hy brand product range, to reach
potential end customers (e.g. trade journals, conference
presentations).
The initial marketing is based on a
pull strategy. Proton Motor will present product information at
international trade fairs, conferences and associated digital
channels. Proton Motor will also attend regional trade fairs, as
the regional context is an important reference point within the
Proton Motor culture. Proton Motor will continue to be a member of
various hydrogen economy trade bodies to promote hydrogen
technologies. Furthermore, it will advertise its products in trade
journals and raise awareness amongst the general public. Proton
Motor also intends to give interested parties and potential end
customers the opportunity to attend regular webinars, at which the
Hy products will be described in more detail.
In the first two marketing phases
listed above, Proton Motor is focusing on Europe, for the following
reasons:
· Existing market knowledge
and intelligence. Europe is Proton
Motor's home market. As part of this market study, a thorough
analysis of the European market, including market segmentation and
identification of target customer groups, has been
conducted,
· Market size and
growth. Europe is one of the
strongest growth areas globally for fuel cells. Furthermore, it is
expected that hydrogen prices will decrease.
· Existing contractual
agreements with multiple OEMs and system
developers, most of which currently
are best positioned to serve the European market.
· Important suppliers for PM
located mainly in Europe (e.g. Germany and
Denmark)
· In the third phase the USA,
Middle East and Africa are identified as significant potential
markets.
Manufacturing strategy
To date, the Group's HyStack® fuel
cell stacks, fuel cell systems and turnkey solutions have
been produced in relatively small volumes, on a project-by-project
basis, largely utilising a combination of semi-automated processes
and manual assembly. In order to meet our manufacturing goals and
achieve the market demand, the Directors have identified target
markets and commercial applications, which include:
· Establishing further key commercial partnerships within these
target markets;
· Designing the Group's fuel cells and fuel cell systems to
meet the engineering requirements for volume
manufacturing;
· Switching over to a new and more cost-effective stack
generation, which will lead to a decrease in production
costs;
· Establishing quality control procedures;
· Installing professional commercial test benches to ensure
high quality standards for the Group's fuel cells and fuel cell
engines;
· Building up a new electrical infrastructure for continuous
testing;
· Reviewing, risk assessed and secured supplier and component
manufacturing relationships;
· Identifying second source suppliers and addressed new
suppliers for critical components;
· Identifying and assessed major commercial factors, such as
cost, availability, robustness and durability of components;
and
· Securing and properly documenting necessary regulatory and
operational approvals for each application.
Competitive advantages
The Directors are confident that
the Group's technology brings the following distinct combination of
characteristics to the power systems market:
· zero
harmful emissions;
· lower fuel consumption than comparable commercial
alternatives;
· silent operation;
· standard fuel cell stack for use in multiple
applications;
· modular fuel cell systems for easy customer
adoptions;
· a
reliable, robust and durable technology; and
· successful integration of fuel cell technology into a hybrid
system.
Principal risks and uncertainties
The management of the business and
the execution of the Group's strategy are subject to a number of
risks. The Board reviews these risks, as outlined in the Corporate
Governance Statement, and puts in place policies to mitigate
them.
s172(1) statement
The disclosures required for s172
reporting can be found on pages 12 and 17 of the financial
statements.
Outlook
The Group's principal objective is
to expand volume manufacturing, initially through the investment in
new premises, and beyond that with industrial partners based on
licence agreements and mutually beneficial cooperations, such as
joint ventures. This will enable the Group to achieve a more
economically competitive unit cost for its fuel cells and fuel cell
hybrid systems. Also, the Group will utilize the sales channels of
its industrial partners to address various markets and ensure
growth of sales volume. The Directors believe that the advanced
stage of commercialisation of the Group's technology, coupled with
the Group's preferred partnerships, will enable the business to
establish itself firmly as a leading, global, fuel cell, fuel cell
hybrid system provider.
On behalf of the Board
Dr. Faiz
Nahab
Chief
Executive Officer
27 June
2024
Share
premium
Costs
directly associated with the issue of the new shares have been set
off against the premium generated on issue of new
shares.
Merger
reserve
The merger reserve of £15,656,000
arises as a result of the acquisition of Proton Motor Fuel Cell
GmbH and represents the difference between the nominal value of the
share capital issued by the Company and its fair value at 31
October 2006, the date of the acquisition.
Reverse
acquisition reserve
The reverse acquisition reserve
(Group only) arises as a result of the method of accounting for the
acquisition of Proton Motor Fuel Cell GmbH by the Company. In
accordance with IFRS 3 the acquisition has been accounted for as a
reverse acquisition.
Share
option reserve
The Group operates two equity
settled share-based compensation schemes. The fair value of the
employee services received for the grant of the share
awards/options is recognised as an expense. The total amount to be
expensed over the vesting period is determined by reference to the
fair value of the share awards/options granted. At each balance
sheet date the Company revises its estimate of the number of share
awards/options that are expected to vest. The original expense and
revisions of the original estimates are reflected in the income
statement with a corresponding adjustment to equity. The share
option reserve represents the balance of that equity.
Capital
contribution reserve
The capital contribution reserves
include a balance of £288,291,235 in relation to the gain on
release of an embedded derivative held by the shareholders in
December 2021. The waiver of a conversion feature on loan
instruments, and subsequent derecognition of embedded derivative,
was considered to constitute a transaction with owners in their
capacity as owners and as such the gain was presented in
equity.
Consolidated Statement of cash
flows
for the year ended 31 December
2023
|
Group
|
|
Year ended 31
December
|
|
2023
|
|
2022
|
|
£´ 000
|
|
£´
000
|
|
|
|
|
Cash flows from operating
activities
|
|
|
|
Profit / (Loss) for the
period
|
(14,528)
|
|
(18,904)
|
Adjustments
for:
|
|
|
|
Depreciation and amortisation
|
1,472
|
|
666
|
Interest
expense
|
6,350
|
|
3,629
|
Share
based payments
|
618
|
|
361
|
Movement
in inventories
|
(459)
|
|
(466)
|
Movement
in trade and other receivables
|
(2,289)
|
|
678
|
Movement
in trade and other payables
|
1,068
|
|
159
|
Exchange
rate movements
|
(2,191)
|
|
4,821
|
Net cash (used in) /
generated from operating activities
|
(9,959)
|
|
(9,056)
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
Purchases
of intangible assets
|
(29)
|
|
(102)
|
Purchases
of property, plant and equipment
|
(1,982)
|
|
(779)
|
Net cash used in investing
activities
|
(2,011)
|
|
(881)
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
Proceeds
from issue of loan instruments
|
12,311
|
|
10,656
|
Proceeds
from issue of new shares
|
177
|
|
114
|
Repayment
of obligations under lease debt
|
(210)
|
|
(191)
|
Repayment
of short term borrowings
|
(205)
|
|
(51)
|
Net cash generated from
financing activities
|
12,073
|
|
10,528
|
|
|
|
|
Net (decrease ) / increase
in cash and cash equivalents
|
103
|
|
591
|
Effect of
foreign exchange rates
|
(82)
|
|
(23)
|
Opening
cash and cash equivalents
|
2,720
|
|
2,152
|
Closing cash and cash
equivalents
|
2,741
|
|
2,720
|
|
|
|
|
Notes to the consolidated financial
statements
1.
General information
Proton Motor Power Systems plc
("the Company") and its subsidiaries (together "the Group") design,
develop, manufacture and test fuel cells and fuel cell hybrid
systems as well as the related technical components. The Group's
design, research and development and production facilities are
located in Germany.
The Company is a public limited
liability company incorporated in England and Wales, and domiciled
in the UK. The address of its registered office is: c/o Womble Bond
Dickson (UK) LLP, 4 More London Riverside, London, England, SE1
2AU. The Company was admitted to the AIM Market of the London Stock
Exchange on 31 October 2006 and its shares are quoted on this
exchange.
Directors
The
Directors who held office during the year and up to the date of
approval of this report were as follows:
Dr. Faiz
Nahab
Chief Executive1,3
Helmut
Gierse (Retired on 22 May 2024)
Non-Executive Director and Former
Chairman
Antonio
Bossi
Non-Executive Director2
Ali
Naini (appointed as Chairman on 22 May
2024) Non-Executive Director and
Chairman
Sebastian
Goldner
Chief Operations Officer
Roman
Kotlarzewski
Chief Financial
Officer and Company Secretary4,5
Manfred
Limbrunner
Director Governmental
Affairs and Funding
1
Chairman of the Remuneration Committee.
2
Chairman of the Audit Committee.
3
Chairman of the Nominations Committee.
4
Member of the Remuneration Committee.
5 Member
of the Nominations Committee.
2.
Summary of significant accounting policies
The Board approved this
announcement on 27 June 2024. The financial information included in
this announcement does not constitute the Group´s statutory
accounts for the years ended 31 December 2023 or 31 December 2022.
Statutory accounts for the year ended 31 December 2022 have been
delivered to Companies House. The statutory accounts for the year
ended 31 December 2023 will be delivered to Companies House
accordingly.
Basis of
preparation
The consolidated financial
statements of the Group and the financial statements of the Company
have been prepared in accordance with UK adopted international
accounting standards (IFRS) and with those parts of the Companies
Act 2006 applicable to those companies reporting under IFRS. The
financial information set out in this announcement does not
constitute statutory accounts as defined in section 435 of the
Companies Act 2006.
The consolidated financial
statements and the financial statements of the Company have been
prepared under the historical cost convention and in accordance
with IFRS interpretations (IFRS IC) except for embedded derivatives
which are carried at fair value through the income statement and on
the basis that the Group continues to be a going
concern.
Until such time as the Group
achieves operational cash inflows through becoming a volume
producer of its products to a receptive market it will remain
dependent on its ability to raise cash to fund its operations from
existing and potential shareholders and the debt market. The Group
has historically been dependent on the continuing financial support
of its main investors, SFN Cleantech Investment Ltd and Mr Falih
Nahab to meet its day-to-day working capital requirements. The
Group has loans with SFN Cleantech Investment Ltd of €2.4m and
€32.3m and also a loan facility with Mr. Falih Nahab of €71.4m. The
repayment date for all loans is 31 December 2025. As such the loans
are held as non-current borrowings in the financial
statements.
2.
Summary of
significant accounting policies (continued)
Going
concern
Until such time as the Group
achieves operational cash inflows through becoming a volume
producer of its products to a receptive market it will remain
dependent on its ability to raise cash to fund its operations from
existing and potential shareholders and the debt market. The Group
has historically been dependent on the continuing financial support
of its main investors, SFN Cleantech Investment Ltd and Mr Falih
Nahab to meet its day-to-day working capital requirements. The
Group has loans with SFN Cleantech Investment Ltd of €2.4m and
€32.3m and also a loan facility with Mr. Falih Nahab of €71.4m. The
repayment date for all loans is 31 December 2025. As such the loans
are held as non-current borrowings in the financial
statements.
Subsequent to the 2023 year end the
following changes to the existing loan facilities were
made:
Lender:
|
Facility at
31
December 2023
|
Drawn down as
at
31 December
2023
|
Increase
of
facility
|
Facility at the
date of
this report
|
SFN
Cleantech Investment Ltd
|
€32.3m
*(£28.0m)
|
€29.7m
*(£25.7m)
|
€
nil
|
€32.3m
*(£28.0m)
|
SFN
Cleantech Investment Ltd
|
€2.4m
*(£2.1m)
|
€2.4m
*(£2.1m)
|
€
nil
|
€2.4m
*(£2.1m)
|
Mr. Falih
Nahab
|
€71.4m
*(£61.9m)
|
€69.0m
*(£59.8m)
|
€6.1m
*(£5.3m)
|
€77.5m
*(£67.2m)
|
Mr. Falih
Nahab
|
€
nil
|
€ nil
|
€12.0m
*(£10.4m)
|
€
12.0m
*(10.4m)
|
Total
|
€106.1m
*(£92.0m)
|
€101.1m
*(£87.6m)
|
€12.0m
*(£15.7m)
|
€124.2m
*(£107.7m)
|
*all loan facilities are
denominated in EURO. Balances translated at year end rate to Group
presentation currency of British Pound in the table above for
information purposes only.
The Group will, at the date of
sign off of the accounts, have in place committed facilities from
SFN Cleantech Investment Ltd and Mr Falih Nahab of up to €118.1m
which will become repayable at the end of 2025. Cash flow forecasts
demonstrate that the undrawn portions of these committed facilities
enable the Company and the Group to meet its cash requirements for
the period up to at least June 2025. The Company and Group are also
able to defer discretionary spend during this period to provide
further cash flow headroom, should this be required.
At this point in time there has
been no indication of circumstances which would lead to either or
both SFN Cleantech Investment Ltd and Mr Falih Nahab withdrawing
this support beyond June 2025.
Due to the continued losses
incurred by the Group and lack of operational cash inflows,
material uncertainty exists which may cast significant doubt upon
the Group and the Company's ability to continue as a going concern.
The Directors firmly believe however that the Group and Company
remain a going concern on the grounds that both SFN Cleantech
Investment Ltd and Falih Nahab have continued to support both
entities throughout recent years, as well as funding having been
agreed by SFN Cleantech Investment Ltd and Falih Nahab for at least
the next 12 months.
The financial statements do not
include the adjustments that would result if the Group or Company
was unable to continue as a going concern.
3.
Critical accounting estimates and judgements
The Group makes estimates and
assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual
results. Estimates and judgements are continually evaluated and are
based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances. The 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.
Recognition of development costs
Self developed intangible assets
are recognised where the Group can estimate that it is probable
that future economic benefits will flow to the entity. See Note
12.
Classification and fair value of financial
instruments
The Group uses judgement to
determine the classification of certain financial instruments, in
particular convertible loans advanced during the year. Judgement is
applied to determine whether the instrument is a debt, equity or
compound instrument and whether any embedded derivatives exist
within the contracts.
Judgements have been made regarding
whether the conversion feature meets the "fixed for fixed" test in
each instrument. In the case of each instrument it is deemed it is
not met on the basis that the loan is in Euros and shares are in
Sterling.
The fair values of the embedded
derivatives were determined using the Black-Scholes valuation
model. The valuation was performed by an independent expert and
significant inputs into the calculation include the share price of
the Company at the valuation date and the estimate of total accrued
interest as at the exercise date. The underlying expected
volatility of share price and risk-free rate of interest were
determined by reference to the historical data of the Company. In
applying these valuation techniques, management use estimates and
assumptions that are, as far as possible, consistent with
observable market data. Where applicable market data is not
observable, management uses its best estimate about the assumptions
that market participants would make. These estimates may vary from
the actual prices that would be achieved in an arm's length
transaction at the reporting date.
Determining residual values and useful economic lives of
intangible fixed assets and property, plant &
equipment
The Group depreciates property,
plant & equipment and amortises intangible fixed assets over
their estimated useful lives. The estimation of the useful lives of
assets is based on historic performance as well as expectations
about future use and therefore requires estimates and assumptions
to be applied by management.
Judgement is applied by management
when determining the residual values of property, plant &
equipment and intangible fixed assets. When determining the
residual value management aim to assess the amount that the Group
would currently obtain for the disposal of the asset, if it were
already of the condition expected at the end of its useful economic
life.
The carrying amount of group
intangible fixed assets at the reporting date was £78k (2020: £64k)
and the carrying amount of group property, plant & equipment at
the reporting date was £1,619k (2020: £1,484k).
Inventory provisions
In accordance with IAS 2 the Group
regularly reviews its inventory to ensure it is carried at the
lower of cost or net realisable value. The management
constantly reviews slow moving and obsolete items arising from
changes in the product mix demanded by customers, reductions in
overall volumes, supplier failures and strategic resourcing
decisions. Obsolescence provisions are calculated based on current
market values and future sales of inventories. If this review
identifies significant levels of obsolete inventory, this
obsolescence is charged to the income statement as an impairment.
The total inventory provision included in the balance sheet at the
reporting date was £77k (2020: £12k).
Share-based payments
Non-market performance and service
conditions are included in assumptions about the number of options
that are expected to vest. The total expense is recognised over the
vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each
reporting period, the Group revises its estimates of the number of
options that are expected to vest based on the non-market vesting
conditions. It recognises the impact of the revision to original
estimates, if any, in the income statement, with a corresponding
adjustment to equity.
4.
Segmental information
The Group has adopted the
requirements of IFRS8 'Operating segments'. The standard requires
operating segments to be identified on the basis of internal
financial information about components of the Group that are
regularly reviewed by the Chief Operating Decision Maker ('CODM')
to allocate resources to the segments and to assess their
performance. The CODM has been identified as the Board of
Directors. The Board considers the business from a product/services
perspective.
Based on an analysis of risks and
returns, the Directors consider that the Group has only one
identifiable operating segment: green energy. All property, plant
and equipment is located in Germany.
Revenue from external
customers
|
2023
|
|
2022
|
|
£´ 000
|
|
£´
000
|
|
|
|
|
United
Kingdom
|
(35)
|
|
39
|
Germany
|
759
|
|
1,232
|
Rest of
Europe
|
1,398
|
|
768
|
Rest of
the World
|
-
|
|
49
|
|
2,122
|
|
2,088
|
Sales to GKN Hydrogen, and
E-Trucks represented 50.3% of the Group's revenue in 2023 (2022:
GKN Hydrogen, Wilo SE and Kion Group 43.1%).
The results as reviewed by the
CODM for the only identified segment are as presented in the
financial statements.
5.
Loss for the year before tax
|
2023
|
|
2022
|
|
£´ 000
|
|
£´
000
|
|
|
|
|
Loss on ordinary activities
before taxation is stated
|
|
|
|
after
charging
|
|
|
|
Depreciation and amortisation
|
1,472
|
|
665
|
Hire of
other assets - operating leases exempt from IFRS 16
|
29
|
|
79
|
Pension
contributions
|
104
|
|
92
|
Foreign
exchange losses
|
-
|
|
4,821
|
after
crediting
|
|
|
|
Amortisation of grants from public bodies
|
(389)
|
|
(475)
|
Foreign
exchange gains
|
(2,191)
|
|
-
|
6.
Auditors' remuneration
|
2023
|
|
2022
|
|
£´ 000
|
|
£´
000
|
|
|
|
|
Audit
services
|
|
|
|
Fees
payable to the Company's auditor for the audit of the
|
|
|
|
parent
company and consolidated financial statements
|
35
|
|
33
|
Fees
payable to the Company's auditor and its associates for
|
|
|
|
other
services:
|
-
|
|
3
|
|
|
|
|
|
35
|
|
36
|
7.
Staff numbers and costs
The
monthly average number of persons employed by the Group (including
Directors) during the year, analysed by category, was as
follows:
|
2023
|
|
2022
|
|
|
|
|
Development and construction
|
69
|
|
62
|
Administration and sales
|
46
|
|
45
|
|
|
|
|
|
115
|
|
107
|
The
aggregate payroll costs of these persons were as
follows:
|
2023
|
|
2022
|
|
£´ 000
|
|
£´
000
|
|
|
|
|
Wages and
salaries
|
6,204
|
|
5,716
|
Share
based payments
|
808
|
|
700
|
Social
security costs
|
1,221
|
|
1,096
|
Other
pension costs
|
104
|
|
92
|
|
8,337
|
|
7,604
|
There are
no staff, or direct wages specific to the Company. Share based
payments charge to the non-executive and executive Directors of the
Company is £112k (2022: £111k).
Share based
payments
The Group
has incurred an expense in respect of shares and share options
during the year issued to employees as follows:
|
2023
|
|
2022
|
|
£´ 000
|
|
£´
000
|
|
|
|
|
Share
options
|
(10)
|
|
(130)
|
Share
awards
|
704
|
|
721
|
Shares
|
114
|
|
109
|
|
808
|
|
700
|
At 31 December 2023 the Group
operated a single share option scheme ("SOS"). The SOS allows the
Company to grant options to acquire shares to eligible employees.
Options granted under the SOS are unapproved by HM Revenue &
Customs. The maximum number of shares over which options may be
granted under the SOS may not be greater than
15 per cent of the Company's
issued share capital at the date of grant when added to options or
awards granted in the previous 10 years. The exercise of options
can take place at any time after the second anniversary of the date
of grant. Options cannot, in any event, be exercised after the
tenth anniversary of the date of grant.
All share-based employee
remuneration will be settled in equity. The Group has no legal or
constructive obligation to repurchase or settle options. Share
options and weighted average exercise price are as follows for the
reporting periods presented:
|
2023
|
|
2022
|
|
|
|
Weighted
|
|
Weighted
|
|
|
average
|
|
average
|
|
Number
|
exercise
price
|
Number
|
exercise
price
|
|
000´s
|
£
|
000´s
|
£
|
Opening
balance
|
23,007
|
0.070
|
39,612
|
0.046
|
Exercised
|
-
|
-
|
-
|
-
|
Forfeited
|
(1,000)
|
(0.020)
|
(16,605)
|
(0.020)
|
Closing
balance
|
22,007
|
0.072
|
(23,007)
|
0.070
|
The fair values of options granted
were determined using the Black-Scholes valuation model.
Significant inputs into the calculation include a weighted average
share price and exercise prices. Furthermore, the calculation takes
into account future dividends of nil and volatility rates of
between 50% and 98%, based on expected share price. Risk-free
interest rate was determined between 0.640% and 5.125% for the
various grants of options. It is assumed that options granted under
the SOS have an average remaining life of 16 months (2022:28 months).
The underlying expected volatility
was determined by reference to the historical data, of the Company.
No special features inherent to the options granted were
incorporated into the measurement of fair value.
At 31 December 2023 the Group also
operates a Key Person Stock Award Scheme whereby key staff members
can build up an entitlement to target amounts of shares over a
period of three to ten years, with the vesting condition that the
employees are still employed at the time the entitlement vests.
After three years amounts of shares subject to predetermined
thresholds can be drawn annually. The remaining full entitlement
can be drawn after ten years.
The fair values of awards granted
were determined using the Black-Scholes valuation model.
Significant inputs into the calculation include a weighted average
share price and exercise prices. Furthermore, the calculation takes
into account future dividends of nil and volatility rates of 50%,
based on expected share price. Risk-free interest rate was
determined between 0.021% and 1.313% for the various grants of
awards.
The number of Ordinary 0.5p (2022:
0.5p) shares issued under the scheme in the year having vested was
1,975,000 (2022: 2,425,000). The total number of outstanding awards
yet to vest at reporting date is 15.6m Ordinary 0.05p shares (2022:
18.08m). The weighted average of time to vest for outstanding
awards is 3.5 years (2022: 4.0 years) and weighted average fair
value of outstanding awards is £0.31 (2022: £0.28).
8.
Tax
The tax on the Group's loss before
tax differs from the theoretical amounts that would arise using the
weighted average tax rate applicable to losses of the Companies as
follows:
|
2023
|
|
2022
|
|
£´ 000
|
|
£´
000
|
Tax
reconciliation
|
|
|
|
(Loss)
before tax
|
(14,528)
|
|
(18,904)
|
Expected
tax (credit)/charge at 23.52% (2022: 19%)
|
(3,417)
|
|
(3,592)
|
Effects
of different tax rates on foreign subsidiaries
|
(144)
|
|
(578)
|
Expenses
not deductible for tax purposes
|
1,494
|
|
690
|
Tax
losses carried forward
|
2,067
|
|
3,480
|
|
|
|
|
Tax
charge
|
-
|
|
-
|
9.
Finance income
|
2023
|
|
2022
|
|
£´ 000
|
|
£´
000
|
|
|
|
|
Interest
|
-
|
|
-
|
|
-
|
|
-
|
10.
Finance costs
|
2023
|
|
2022
|
|
£´ 000
|
|
£´
000
|
|
|
|
|
Interest
|
6,350
|
|
3,629
|
Exchange
(gain) / loss on shareholder loans
|
(2,191)
|
|
4,821
|
|
4,159
|
|
8,450
|
11. Loss
per share
Basic loss per share is calculated
by dividing the loss attributable to equity holders of the Company
by the weighted average number of Ordinary shares in issue during
the year.
Diluted loss per share is calculated
by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary
shares. The Company has two categories of dilutive potential
ordinary shares, share options and non-vested shares in the Key
Person Share Award scheme. However, dilutive share options have not
been included in the calculation of loss per share because they are
non-dilutive for this period given their exercise is dependent upon
a particular future event.
|
2023
|
|
2022
|
|
|
Basic
|
Diluted
|
Basic
|
Diluted
|
|
£´ 000
|
£´ 000
|
£´
000
|
£´
000
|
|
|
|
|
|
Loss
attributable to equity holders of the Company
|
(14,528)
|
(14,528)
|
(18,904)
|
(18,904)
|
Weighted
average number of Ordinary shares in issue (thousands)
|
1,556,287
|
1,556,287
|
1,550,521
|
1,550,521
|
Effect of
dilutive potential Ordinary shares from share options
|
|
|
|
|
and stock
awards (thousands)
|
-
|
15,600
|
-
|
18,075
|
Adjusted
weighted average number of Ordinary shares
|
1,556,287
|
1,571,887
|
1,550,521
|
1,568,596
|
|
|
|
|
|
(Loss)
per share (pence per share)
|
(0.9)
|
(0.9)
|
(1.2)
|
(1.2)
|
12.
Intangible assets - Group
|
|
|
|
|
|
|
|
|
|
Goodwill
|
Copyrights, trademarks and
other intellectual property rights
|
Development
costs
|
Total
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
At 1
January 2022
|
|
|
2,126
|
324
|
-
|
2,450
|
Exchange
differences
|
|
|
-
|
18
|
-
|
18
|
Additions
|
|
|
-
|
102
|
-
|
102
|
|
|
|
|
|
|
|
At 31 December
2022
|
|
|
2,126
|
444
|
-
|
2,570
|
|
|
|
|
|
|
|
At 1
January 2023
|
|
|
2,126
|
444
|
-
|
2,570
|
Exchange
differences
|
|
|
-
|
(9)
|
-
|
(9)
|
Additions
|
|
|
-
|
29
|
-
|
29
|
|
|
|
|
|
|
|
At 31 December
2023
|
|
|
2,126
|
464
|
-
|
2,590
|
|
|
|
|
|
|
|
Accumulated
Amortisation
|
|
|
|
|
|
|
At 1
January 2022
|
|
|
2,126
|
246
|
-
|
2,372
|
Exchange
differences
|
|
|
-
|
15
|
-
|
15
|
Charged
in year
|
|
|
-
|
34
|
-
|
34
|
|
|
|
|
|
|
|
At 31 December
2022
|
|
|
2,126
|
295
|
-
|
2,421
|
|
|
|
|
|
|
|
At 1
January 2023
|
|
|
2,126
|
295
|
-
|
2,421
|
Exchange
differences
|
|
|
-
|
(6)
|
-
|
(6)
|
Charged
in year
|
|
|
-
|
80
|
-
|
80
|
|
|
|
|
|
|
|
At 31 December
2023
|
|
|
2,126
|
369
|
-
|
2,495
|
Net book
value
|
|
|
|
|
|
|
At 31 December
2023
|
|
|
-
|
95
|
-
|
95
|
At 31
December 2022
|
|
|
-
|
149
|
-
|
149
|
At 1
January 2022
|
|
|
-
|
78
|
-
|
78
|
Self-developed intangible assets in
the amount of £29k (2022: £102k) are recognised in the reporting
year, because the prerequisites of IAS 38 have been
fulfilled.
13.
Property, plant and equipment - Group
|
|
Leasehold Property
Improvements
|
Technical equipment &
machinery
|
Office and other
equipment
|
Assets under
construction
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
At 1
January 2022
|
|
679
|
1,631
|
826
|
354
|
3,490
|
Exchange
differences
|
|
37
|
90
|
45
|
20
|
192
|
Additions
|
|
177
|
92
|
304
|
206
|
779
|
Transfers
|
|
-
|
191
|
-
|
(191)
|
-
|
Disposals
|
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
At 31 December
2022
|
|
893
|
2,004
|
1,175
|
389
|
4,461
|
|
|
|
|
|
|
|
At 1
January 2023
|
|
893
|
2,004
|
1,175
|
389
|
4,461
|
Exchange
differences
|
|
(20)
|
(45)
|
(26)
|
(8)
|
(99)
|
Additions
|
|
6
|
105
|
343
|
1,528
|
1,982
|
Transfers
|
|
7
|
(4)
|
-
|
(3)
|
-
|
Disposals
|
|
-
|
-
|
(19)
|
(3)
|
(22)
|
|
|
|
|
|
|
|
At 31 December
2023
|
|
886
|
2,060
|
1,473
|
1,903
|
6,322
|
|
|
|
|
|
|
|
Accumulated
Amortisation
|
|
|
|
|
|
|
At 1
January 2022
|
|
487
|
908
|
476
|
-
|
1,871
|
Exchange
differences
|
|
29
|
58
|
33
|
-
|
120
|
Charged
in year
|
|
47
|
210
|
176
|
-
|
433
|
Disposals
|
|
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
At 31 December
2022
|
|
563
|
1,176
|
685
|
-
|
2,424
|
|
|
|
|
|
|
|
At 1
January 2023
|
|
563
|
1,176
|
685
|
-
|
2,424
|
Exchange
differences
|
|
(12)
|
(26)
|
(15)
|
-
|
(53)
|
Charged
in year
|
|
32
|
240
|
204
|
-
|
476
|
Disposals
|
|
-
|
-
|
(8)
|
-
|
(8)
|
|
|
|
|
|
|
|
At 31 December
2023
|
|
583
|
1,390
|
866
|
-
|
2,839
|
Net book
value
|
|
|
|
|
|
|
At 31 December
2023
|
|
303
|
670
|
607
|
1,903
|
3,483
|
At 31
December 2022
|
|
330
|
828
|
490
|
389
|
2,037
|
At 1
January 2022
|
|
192
|
723
|
350
|
354
|
1,619
|
The company does not hold any
property, plant and equipment.
14.
Right-of-use assets - Group
|
|
|
|
Land and
Buildings
|
Plant and
machinery
|
Total
|
|
|
|
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
|
|
|
At 1
January 2022
|
|
|
|
584
|
95
|
679
|
Additions
|
|
|
|
429
|
110
|
539
|
Disposals
|
|
|
|
-
|
(74)
|
(74)
|
At 31 December
2022
|
|
|
|
1,013
|
131
|
1,144
|
At 1
January 2023
|
|
|
|
1,013
|
131
|
1,144
|
Additions
|
|
|
|
14,110
|
14
|
14,124
|
Disposals
|
|
|
|
-
|
-
|
-
|
At 31 December
2023
|
|
|
|
15,123
|
145
|
15,268
|
Accumulated
Amortisation
|
|
|
|
|
|
|
At 1
January 2022
|
|
|
|
501
|
67
|
568
|
Charged
in year
|
|
|
|
169
|
29
|
198
|
Disposals
|
|
|
|
-
|
(74)
|
(74)
|
At 31 December
2022
|
|
|
|
670
|
22
|
692
|
At 1
January 2023
|
|
|
|
670
|
22
|
692
|
Charged
in year
|
|
|
|
868
|
48
|
916
|
At 31 December
2023
|
|
|
|
1,538
|
70
|
1,608
|
Net book
value
|
|
|
|
|
|
|
At 31 December
2023
|
|
|
|
13,585
|
75
|
13,660
|
At 31
December 2022
|
|
|
|
343
|
109
|
452
|
At 1
January 2022
|
|
|
|
83
|
28
|
111
|
The company does not hold any
right-of-use assets.
15.
Fixed asset investments
|
|
|
|
|
2023
|
2022
|
Shares in associate
undertaking - Group
|
|
|
|
£'000
|
£'000
|
Cost
|
|
|
|
|
|
|
At
beginning of year
|
|
|
|
|
18
|
18
|
Additions
|
|
|
|
|
-
|
-
|
At end of
year
|
|
|
|
|
18
|
18
|
Impairment
|
|
|
|
|
|
|
At
beginning of year
|
|
|
|
|
18
|
7
|
Additions
|
|
|
|
|
-
|
11
|
At end of
year
|
|
|
|
|
18
|
18
|
Net book
value
|
|
|
|
|
|
|
At end of
year
|
|
|
|
|
-
|
-
|
|
|
|
|
|
2023
|
2022
|
Company
|
|
|
|
|
£'000
|
£'000
|
Shares in group undertaking
- Group
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
At
beginning of year
|
|
|
|
|
108,987
|
98,401
|
Additions
|
|
|
|
|
12,342
|
10,586
|
At end of
year
|
|
|
|
|
121,329
|
108,987
|
Impairment
|
|
|
|
|
|
|
At
beginning of year
|
|
|
|
|
108,987
|
98,401
|
Additions
|
|
|
|
|
12,342
|
10,586
|
At end of
year
|
|
|
|
|
121,329
|
108,987
|
Net book
value
|
|
|
|
|
|
|
At end of
year
|
|
|
|
|
-
|
-
|
On 31 October 2006 the Company
acquired the entire share capital of Proton Motor Fuel Cell GmbH, a
company incorporated in Germany. The cost of investment comprises
shares issued to acquire the Company valued at the listing price of
80p per share, together with costs relating to the acquisition and
subsequent capital contributions made to the subsidiary.
Following a review of the
Company's assets the Board has concluded that there are sufficient
grounds for its investment in the subsidiary undertakings to be
subject to an impairment review under IAS 36. In arriving at the
charge in the year of £12,342k (2022: £10,586k) the Board has
determined the recoverable amount on a value in use basis using a
discounted cash flow model.
16.
Inventories
|
|
Group
|
Company
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£´ 000
|
£´
000
|
£´ 000
|
£´
000
|
|
|
|
|
|
|
Work in
progress
|
|
418
|
211
|
-
|
-
|
Raw
materials
|
|
2,342
|
2,091
|
-
|
-
|
|
|
2,760
|
2,302
|
-
|
-
|
The cost
of goods sold during 2023 is £1,654k (2022: £2,089k). It includes
£118k (2022: £106k) impairment loss for slow moving inventories and
goods anticipated to be sold at a loss.
17.
Trade and other receivables
|
|
Group
|
|
Company
|
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£´ 000
|
£´
000
|
£´ 000
|
£´
000
|
|
|
|
|
|
|
Trade
receivables
|
|
537
|
401
|
-
|
-
|
Other
receivables
|
|
2,508
|
425
|
31
|
-
|
Amounts
due from Group companies
|
-
|
-
|
233
|
225
|
Prepayments and accrued income
|
190
|
120
|
33
|
29
|
|
|
3,235
|
946
|
296
|
254
|
The
Directors consider that the carrying amount of trade and other
receivables approximates to their fair values.
17.
Trade and other receivables (continued)
In
addition some of the unimpaired trade receivables are past due as
at the reporting date. The age of financial assets past due but not
impaired is as follows:
|
|
|
|
Group
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
£´ 000
|
£´
000
|
Not more
than three months (all denominated in Euros)
|
|
-
|
-
|
|
|
|
|
-
|
-
|
The
Directors consider that trade and other receivables which are not
past due or impaired show no risk of requiring
impairment.
18.
Cash and cash equivalents
|
|
Group
|
|
Company
|
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£´ 000
|
£´
000
|
£´ 000
|
£´
000
|
|
|
|
|
|
|
Cask at
bank and in hand
|
|
2,741
|
2,720
|
5
|
9
|
|
|
2,741
|
2,720
|
5
|
9
|
19.
Trade and other payables
|
|
Group
|
|
Company
|
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£´ 000
|
£´
000
|
£´ 000
|
£´
000
|
|
|
|
|
|
|
Trade
payables
|
|
601
|
441
|
-
|
-
|
Other
payables
|
|
3,976
|
3,455
|
20
|
13
|
Amounts
due to Group companies
|
-
|
-
|
837
|
468
|
Accruals
and deferred income
|
1,148
|
761
|
184
|
270
|
|
|
5,725
|
4,657
|
1,041
|
751
|
The
Directors consider that the carrying amount of trade and other
payables approximates to their fair values.
20.
Lease debt
The company implemented IFRS 16
'Leases' as of 1 January 2021.
A summary
of the lease debt maturity is shown below:
|
|
|
|
|
Total
|
|
|
|
|
Principal
|
Interest
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Less than
1 year
|
|
|
1,514
|
(686)
|
828
|
215
|
Between 2
and 5 years
|
|
|
5,867
|
(2,336)
|
3,531
|
252
|
Over 5
years
|
|
|
13,025
|
(2,635)
|
10,390
|
-
|
|
|
|
20,406
|
(5,657)
|
14,749
|
467
|
The carrying value of assets held
under lease within right-of-use assets is £13,660k (2022:
£452k). The balances relate
To the Benzstrasse 7, Puchheim, and
Fraunhofer Strasse 9, Fürstenfeldbruck Germany property leases and
a number of vehicle leases held in Proton Motor Fuel Cell
GmbH.
21.
Borrowings
|
|
Group
|
|
Company
|
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£´ 000
|
£´
000
|
£´ 000
|
£´
000
|
|
|
|
|
|
|
Bank
overdraft
|
|
261
|
466
|
-
|
-
|
Loans:
|
|
|
|
|
|
Current
|
|
-
|
-
|
-
|
-
|
Non-current
|
|
116,947
|
103,007
|
116,947
|
103,007
|
|
|
117,208
|
103,473
|
116,947
|
103,007
|
Included within non-current
borrowings as at year end are amounts of £39,576k (2022: £38,595k)
due to SFN Cleantech Investment Limited which includes a principal
loan of €29.7m (2023: €29.7m) and accrued interest thereon. The
principal loan attracts interest of EURIBOR+3% per annum (2022:
3%).
Also included within non-current
borrowings as at year end are amounts of £2,511k (2022: £2,420k)
due to SFN Cleantech Investment Limited which includes a principal
loan of €2.3m (2022: €2.3m) and accrued interest thereon. The
principal loan attracts interest of EURIBOR+2% per annum. Interest
is to be rolled up and repaid at the termination of the loan
agreement.
Further included within non-current
borrowings as at year end are amounts of £74,860k (2022: £61,992k)
due to Mr Falih Nahab, a brother of Dr Faiz Nahab, a director of
the Company. This balance includes principal loan advances of
€69.0m (2023: €54.7m) and accrued interest thereon. The principal
loan attracts interest of EURIBOR+3% per annum (2022:
3%).
The loans are all secured on the
assets of the Group.
The redemption date of all loans is
31 December 2025. As such the loans are held as non-current
borrowings.
The debt has been measured at
amortised cost.
22.
Deferred income tax - Group
Deferred tax assets are recognised
for tax loss carry-forwards to the extent that the realisation of
the related benefit through future taxable profits is probable. The
Group has not recognised deferred income tax assets of £35,063k
(2022: £30,482k) in respect of losses amounting to £21,569k (2022:
£14,735k) and €117,410k (2022: €106,285k).
23.
Share capital
The share capital of Proton Motor
Power Systems plc consists of fully paid Ordinary shares with a par
value of £0.005 (2022: £0.005) and Deferred Ordinary shares with a par value
of £0.01 (2022:
£0.01). All
Ordinary shares are equally eligible to receive dividends and the
repayment of capital and represent one vote at the shareholders'
meeting of Proton Motor Power Systems plc. Deferred Ordinary shares
have no rights other than the repayment of capital in the event of
a winding up. None of the parent's shares are held by any company
in the Group.
During 2023, 748,497 Ordinary shares
of 0.5p each were issued each at prices of 13.1p and 13.4p per
share in settlement of Directors' annual fees for the period ended
31 December 2023.
The number of shares in issue at the
balance sheet date is 1,591,082,645
Ordinary shares of 0.5p each (2022:
1,552,017,675)
and 327,963,452 (2021: 327,963,452) Deferred Ordinary shares of 1p
each.
Proceeds received in addition to the
nominal value of the shares issued during the year have been
included in share premium, less registration and other regulatory
fees and net of related tax benefits.
|
2023
|
2022
|
|
|
|
Deferred
|
|
|
Deferred
|
|
Ordinary
|
ordinary
|
Ordinary
|
ordinary
|
|
shares
|
shares
|
shares
|
shares
|
|
No.
|
|
No.
|
|
No.
|
|
No.
|
|
|
´000
|
£'000
|
´000
|
£'000
|
´000
|
£'000
|
´000
|
£'000
|
Shares authorised, issued
and fully paid
|
|
|
|
|
|
|
|
|
At the
beginning of the year
|
1,552,017
|
7,760
|
327,963
|
3,280
|
1,548,740
|
7,743
|
327,963
|
3,280
|
Share
issue
|
760
|
3
|
-
|
-
|
852
|
4
|
-
|
-
|
Share
issue - under share award/option schemes
|
1,975
|
10
|
-
|
-
|
2,425
|
13
|
-
|
-
|
Share
issue - conversion on loan interest
|
36,330
|
182
|
-
|
-
|
-
|
-
|
-
|
-
|
|
1,591,082
|
7,955
|
327,963
|
3,280
|
1,552,017
|
7,760
|
327,963
|
3,280
|
24.
Commitments
Neither the Group nor the Company
had any capital commitments at the end of the financial year, for
which no provision has been made. In
addition to the lease debt which is recorded on the Group's balance
sheet as per Note 20, there are also various short term and low
value leases which are accounted for as operating leases.
Total future lease payments under non-cancellable
operating leases are as follows:
|
|
2023
|
2022
|
|
|
Land &
|
|
Land
&
|
|
|
|
Buildings
|
Other
|
Buildings
|
Other
|
Group
|
|
£´ 000
|
£´ 000
|
£´
000
|
£´
000
|
|
|
|
|
|
|
Operating
leases payable:
|
|
|
|
|
|
Within
one year
|
|
-
|
50
|
-
|
346
|
In the
second to fifth years inclusive
|
-
|
2
|
-
|
2
|
After
more than five years
|
|
-
|
-
|
-
|
-
|
|
|
-
|
52
|
-
|
348
|
25.
Related party transactions
During the
year ended 31 December 2023 the Group and Company entered into the
following related party transactions:
|
|
Group
|
|
Company
|
|
|
|
Year ended 31
December
|
Year ended 31
December
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£´ 000
|
£´
000
|
£´ 000
|
£´
000
|
(Expenses) /
Income
|
|
|
|
|
|
SFN
Cleantech Investment Limited effective loan
interest
(1,833)
(1,200)
|
(1,833)
|
(1,200)
|
Falih
Nahab effective loan interest
|
(3,832)
|
(2,314)
|
(3,832)
|
(2,314)
|
SFN
Cleantech Investment Limited other loan interest
|
(122)
|
(60)
|
(122)
|
(60)
|
At 31
December 2023 the Group and Company had the following balances with
related parties:
|
|
Group
|
|
Company
|
|
|
|
Year ended 31
December
|
Year ended 31
December
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£´ 000
|
£´
000
|
£´ 000
|
£´
000
|
Amounts due
(to)/from
|
|
|
|
|
|
SFN
Cleantech Investment Limited borrowings (see Note
21) (39,576)
(38,595)
|
(39,576)
|
(38,595)
|
SFN
Cleantech Investment Limited bank guarante
|
(1,994)
|
(2,039)
|
-
|
-
|
SFN
Cleantech Investment Limited loans to SPower GmbH
|
(2,511)
|
(2,420)
|
-
|
-
|
Falih
Nahab borrowings (see Note 21)
|
(74,860)
|
(61,992)
|
(74,860)
|
(61,992)
|
During the year the Company made
capital contributions to Proton Motor Fuel Cells GmbH of
£12,342,000 (2022: £10,585,000) and to SPower GmbH of £nil (2022:
£nil).
26.
Risk management objectives and policies
The
Group's activities expose it to a variety of financial
risks:
§ foreign exchange risk (note
27);
§ credit risk (note 28);
and
§ liquidity risk (note
29).
The Group's overall risk
management programme focuses on the unpredictability of cash flows
from customers and seeks to minimise potential adverse effects on
the Group's financial performance. The Board has established an
overall treasury policy and has approved procedures and authority
levels within which the treasury function must operate. The
Directors conduct a treasury review at least monthly and the Board
receives regular reports covering treasury activities. Treasury
policy is to manage risks within an agreed framework whilst not
taking speculative positions.
The Group's risk management is
co-ordinated at Proton Motor Fuel Cell GmbH in close co-operation
with the Board of Directors, and focuses on actively securing the
Group's short to medium term cash flows by minimising the exposure
to financial markets.
27.
Foreign currency sensitivity
The Group operates internationally
and is exposed to foreign exchange risk arising from various
currency exposures, primarily with respect to the Euro and
Sterling.
The Group does not hedge either
economic exposure or the translation exposure arising from the
profits, assets and liabilities of Euro business.
Euro
denominated financial assets and liabilities, translated into
Sterling at the closing rate, are as follows:
|
|
|
Year ended 31
December
|
Year ended 31
December
|
|
|
|
2023
|
2023
|
2022
|
2022
|
|
|
|
€´ 000
|
£´ 000
|
€´
000
|
£´
000
|
|
|
|
|
|
|
|
Financial
assets
|
|
|
7,952
|
6,895
|
4,791
|
4,248
|
Financial
liabilities
|
|
|
(144,381)
|
(125,190)
|
(123,404)
|
(109,410)
|
At 31 December
2023
|
|
|
(136,429)
|
(118,295)
|
(118,613)
|
(105,162)
|
The following table illustrates
the sensitivity of the net result for the year and equity with
regard to the parent Company's financial assets and financial
liabilities and the Sterling/Euro exchange rate. It assumes a +/-
5.34% change of the Sterling/Euro exchange rate for the year ended
31 December 2023 (2022: 9.11%). This percentage has been determined
based on the average market volatility in exchange rates in the
previous 12 months. The sensitivity analysis is based on the parent
Company's foreign currency financial instruments held at each
balance sheet date.
If the
Euro had strengthened against Sterling by 5.34% (2022: 9.11%) then
this would have had the following impact:
If the
Euro had weakened against Sterling by 5.34% (2022: 9.11%) then this
would have had the following impact:
Exposures to foreign exchange
rates vary during the year depending on the value of Euro
denominated loans. Potential foreign exchange gains and losses are
largely accounting entries given the difference in loan
denomination and presentational currency and therefore do not
result in cash gains and losses. Nonetheless, the analysis above is
considered to be representative of Group's exposure to currency
risk.
28.
Credit risk analysis
Credit risk is managed on a Group
basis. Credit risk arises from cash and deposits with banks, as
well as credit exposures to customers, including outstanding
receivables and committed transactions. For banks and financial
institutions, only independently rated parties with a minimum
rating of 'A' are accepted. If customers are independently rated,
these ratings are
28.
Credit risk analysis (continued)
used. Otherwise, if there is no
independent rating, risk control assesses the credit quality of the
customer, taking into account its financial position, past
experience and other factors. Individual risk
limits are set based on internal or
external ratings in accordance with limits set by the
Board.
No credit limits were exceeded
during the reporting period, and management does not expect any
losses from non-performance by these counterparties. The Directors
do not consider there to be any significant concentrations of
credit risk.
The Group's maximum exposure to
credit risk is limited to the carrying amount of financial assets
recognised at the balance sheet date, as summarised
below:
|
|
|
Group
|
|
Company
|
|
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
|
£´ 000
|
£´
000
|
£´ 000
|
£´
000
|
Cash and
cash equivalents
|
|
|
2,741
|
2,720
|
5
|
9
|
Trade and
other receivables
|
|
|
3,235
|
946
|
64
|
29
|
Short-term exposure
|
|
|
5,976
|
3,666
|
69
|
38
|
The Group continuously monitors
defaults of customers and other counterparties, identified either
individually or by group and incorporates this information into its
credit risk controls. Where available at reasonable cost, external
credit ratings and/or reports on customers and other counterparties
are obtained and used. The Group's policy is to deal only with
creditworthy counterparties.
The Group's management considers
that all the above financial assets that are not impaired for each
of the reporting dates under review are of good credit quality,
including those that are past due.
None of the Group's financial
assets are secured by collateral or other credit
enhancements.
In respect of trade and other
receivables, the Group is not exposed to any significant credit
risk exposure to any single counterparty or any group of
counterparties having similar characteristics. The credit risk for
liquid funds and other short-term financial assets is considered
negligible, since the counterparties are reputable banks with high
quality external credit ratings.
29.
Liquidity risk analysis
Prudent liquidity risk management
includes maintaining sufficient cash and the availability of
funding from an adequate amount of committed credit facilities. The
Group maintains cash to meet its liquidity requirements.
The Group manages its liquidity
needs by carefully monitoring scheduled debt servicing payments for
long-term financial liabilities as well as cash-outflows due in
day-to-day business. Liquidity needs are monitored in various time
bands, on a day-to-day and week-to-week basis, as well as on the
basis of a rolling 30-day projection. Long-term liquidity needs for
a 180-day and a 360-day lookout period are identified
monthly.
As at 31
December 2023, the Group's liabilities have contractual maturities
which are summarised below:
|
|
|
|
within
6
|
6 to
12
|
1 to
5
|
|
|
|
|
months
|
months
|
years
|
|
|
|
|
£´
000
|
£´
000
|
£´
000
|
Trade
payables
|
|
|
|
601
|
-
|
-
|
Other
short term financial liabilities
|
|
|
5,123
|
-
|
-
|
Lease
debt
|
|
|
|
414
|
414
|
3,704
|
Borrowings
|
|
|
|
-
|
261
|
116,947
|
29.
Liquidity risk analysis (Continued)
This
compares to the maturity of the Group's financial liabilities in
the previous reporting period as follows:
|
|
|
|
within
6
|
6 to
12
|
1 to
5
|
|
|
|
|
months
|
months
|
years
|
|
|
|
|
£´
000
|
£´
000
|
£´
000
|
Trade
payables
|
|
|
|
441
|
-
|
-
|
Other
short term financial liabilities
|
|
|
4,216
|
-
|
-
|
Lease
debt
|
|
|
|
-
|
215
|
252
|
Borrowings
|
|
|
|
-
|
466
|
103,007
|
The above contractual maturities
reflect the gross cash flows, which may differ to the carrying
values of the liabilities at the balance sheet date. Borrowings and
embedded derivatives on convertible loans have been combined as
they relate to the same instruments. Contractual maturities have
been assumed based on the assumption that the lender does not
convert the loans into equity before the repayment date.
30.
Financial instruments
The
assets of the Group and Company are categorised as
follows:
|
|
Group
|
|
|
Company
|
|
|
|
Non-financial
|
|
|
Non-financial
|
|
|
|
assets
/
|
|
|
assets
/
|
|
|
|
financial
|
|
|
financial
|
|
|
|
assets
not
|
|
|
assets
not
|
|
|
Loans
and
|
in
scope of
|
|
Loans
and
|
in
scope of
|
|
|
receivables
|
IAS
39
|
Total
|
receivables
|
IAS
39
|
Total
|
As at 31
December 2023
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
Intangible assets
|
-
|
95
|
95
|
-
|
-
|
-
|
Property,
plant and equipment
|
-
|
3,483
|
3,483
|
-
|
-
|
-
|
Right-of-use assets
|
-
|
13,660
|
13,660
|
-
|
-
|
-
|
Fixed
asset investments
|
-
|
-
|
-
|
-
|
-
|
-
|
Inventories
|
-
|
2,760
|
2,760
|
-
|
-
|
-
|
Trade and
other receivables
|
3,235
|
-
|
3,235
|
297
|
-
|
297
|
Cash and
cash equivalents
|
2,741
|
-
|
2,741
|
5
|
-
|
5
|
|
5,976
|
19,998
|
25,974
|
302
|
-
|
302
|
|
|
Group
|
|
|
Company
|
|
|
|
Non-financial
|
|
|
Non-financial
|
|
|
|
assets
/
|
|
|
assets
/
|
|
|
|
financial
|
|
|
financial
|
|
|
|
assets
not
|
|
|
assets
not
|
|
|
Loans
and
|
in
scope of
|
|
Loans
and
|
in
scope of
|
|
|
receivables
|
IAS
39
|
Total
|
receivables
|
IAS
39
|
Total
|
As at 31
December 2022
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
Intangible assets
|
-
|
149
|
149
|
-
|
-
|
-
|
Property,
plant and equipment
|
-
|
2,037
|
2,037
|
-
|
-
|
-
|
Right-of-use assets
|
-
|
452
|
452
|
-
|
-
|
-
|
Fixed
asset investments
|
-
|
-
|
-
|
-
|
-
|
-
|
Inventories
|
-
|
2,302
|
2,302
|
-
|
-
|
-
|
Trade and
other receivables
|
946
|
-
|
946
|
254
|
-
|
254
|
Cash and
cash equivalents
|
2,720
|
-
|
2,720
|
9
|
-
|
9
|
|
3,666
|
4,940
|
8,606
|
263
|
-
|
263
|
The
liabilities of the Group and Company are categorised as
follows:
|
|
Group
|
|
|
|
Company
|
|
|
|
|
Financial
|
|
|
|
Financial
|
|
|
|
|
Liabilities
|
|
|
|
Liabilities
|
|
|
|
|
valued
at fair
|
Liabilities
|
|
|
valued
at fair
|
Liabilities
|
|
|
Financial
|
value
through
|
not
within
|
|
Financial
|
value
through
|
not
within
|
|
|
Liabilities at
|
the
income
|
the
scope
|
|
Liabilities at
|
the
income
|
the
scope
|
|
As at 31
December 2023
|
amortised cost
|
statement
|
of IAS
39
|
Total
|
amortised cost
|
statement
|
of IAS
39
|
Total
|
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
Trade and
other payables
|
5,725
|
-
|
-
|
5,725
|
1,042
|
-
|
-
|
1,042
|
Lease
debt
|
14,749
|
-
|
-
|
14,749
|
-
|
-
|
-
|
-
|
Borrowings
|
117,208
|
-
|
-
|
117,208
|
116,947
|
-
|
-
|
116,947
|
|
|
|
|
|
|
|
|
|
|
137,682
|
-
|
-
|
137,682
|
117,989
|
-
|
-
|
117,989
|
|
|
Group
|
|
|
|
Company
|
|
|
|
|
Financial
|
|
|
|
Financial
|
|
|
|
|
Liabilities
|
|
|
|
Liabilities
|
|
|
|
|
valued
at fair
|
Liabilities
|
|
|
valued
at fair
|
Liabilities
|
|
|
Financial
|
value
through
|
not
within
|
|
Financial
|
value
through
|
not
within
|
|
|
Liabilities at
|
the
income
|
the
scope
|
|
Liabilities at
|
the
income
|
the
scope
|
|
|
amortised cost
|
statement
|
of IAS
39
|
Total
|
amortised cost
|
statement
|
of IAS
39
|
Total
|
As at 31
December 2022
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
£´
000
|
Trade and
other payables
|
4,657
|
-
|
-
|
4,657
|
751
|
-
|
-
|
751
|
Lease
debt
|
467
|
-
|
-
|
467
|
-
|
-
|
-
|
-
|
Borrowings
|
103,473
|
-
|
-
|
103,473
|
103,007
|
-
|
-
|
103,007
|
|
|
|
|
|
|
|
|
|
|
108,597
|
-
|
-
|
108,597
|
103,758
|
-
|
-
|
103,758
|
Fair
values
Management believe that the fair
value of trade and other payables and borrowings is approximately
equal to book value.
IFRS 13 sets out a three-tier
hierarchy for financial assets and liabilities valued at fair
value. These are as follows:
§ Level 1 - quoted prices (unadjusted) in active markets for
identical assets and liabilities;
§ Level 2 - inputs other than quoted prices included in Level 1
that are observable for the asset or liability, either directly or
indirectly; and
§ Level 3 - unobservable inputs
for the asset or liability.
31.
Capital management
The Group's objectives when
managing capital are to safeguard the Group's ability to continue
as a going concern, provide returns for shareholders and benefits
to other stakeholders and to maintain a structure to optimise the
cost of capital. The Group defines capital as debt and equity. In
order to maintain or adjust the capital structure, the Group may
consider: the issue or sale of shares or the sale of assets to
reduce debt.
The Group routinely monitors its
capital and liquidity requirements through leverage ratios
consistent with industry-wide borrowing standards.
There are no externally imposed capital
requirements during the period covered by the financial
statements.
|
|
|
|
Group
|
|
Company
|
|
|
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
|
|
£´ 000
|
£´
000
|
£´ 000
|
£´
000
|
Total
liabilities
|
|
|
|
137,682
|
108,597
|
117,989
|
103,758
|
Less:
cash and cash equivalents
|
|
|
(2,741)
|
(2,720)
|
(5)
|
(9)
|
Adjusted
net debt
|
|
|
|
134,941
|
105,877
|
117,984
|
103,749
|
32.
Ultimate controlling party
The Directors consider SFN Cleantech
Investment Ltd to be the Ultimate Controlling Party at the date of
approval of the financial statements. Dr. Faiz Nahab, Chief
Executive, is connected to SFN Cleantech Investment Ltd.